MIL-OSI: Pathfinder Bancorp, Inc. Announces Second Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

OSWEGO, N.Y., July 30, 2025 (GLOBE NEWSWIRE) — Pathfinder Bancorp, Inc. (“Pathfinder” or the “Company”) (NASDAQ: PBHC) announced its financial results for the second quarter ended June 30, 2025.

The holding company for Pathfinder Bank (“the Bank”) reported net income attributable to common shareholders of $31,000, or less than $0.01 per diluted share in the second quarter of 2025, compared to $3.0 million or $0.47 per diluted share in the first quarter of 2025 and $2.0 million or $0.32 per share in the second quarter of 2024.

Second Quarter 2025 Highlights and Key Developments

The Company continued to undertake proactive measures in the second quarter to mitigate credit risk and enhance asset quality metrics for the long term. These included the July 2025 sale of $9.3 million in nonperforming and classified loans associated with one local commercial relationship for a pre-tax loss of $3.1 million recorded as a second quarter 2025 lower of cost or market adjustment to loans held for sale (“LOCOM HFS adjustment”), representing $0.40 per diluted share net of tax, as well as $2.6 million in net charge offs (“NCOs”) that are reflected in provision expense of $1.2 million.
Nonperforming loans declined to $11.7 million at period end, improving by 11.7% during the second quarter and 52.3% from June 30, 2024. Nonperforming loans also declined to 1.28% of total loans at period end, improving from 1.45% on March 31, 2025 and 2.76% on June 30, 2024.
Total deposits were $1.22 billion at period end, compared to $1.26 billion on March 31, 2025 and $1.10 billion on June 30, 2024. During the second quarter of 2025, total balances declined on reductions in higher-cost time and money market accounts, as well as regular municipal deposit seasonality. Core deposits grew to 78.47% of total deposits at period end from 78.31% on March 31, 2025 and 67.98% on June 30, 2024.
Total loans were $909.7 million at period end, reflecting the move of $3.2 million in balances to held-for-sale status for the July 2025 sale of nonperforming and classified loans, compared to $912.2 million on March 31, 2025 and $888.3 million on June 30, 2024. Commercial loans grew to $549.1 million or 60.4% of total loans at period end, compared to $542.7 million on March 31, 2025 and $527.2 million on June 30, 2024.
Net interest income was $10.8 million and net interest margin (“NIM”) was 3.11% in the second quarter of 2025. Linked quarter results reflected 2024 interest recovered from loans removed from nonaccrual status and income from prepayment fees, adding approximately $347,000 to net interest income of $11.4 million and 10 basis points to NIM of 3.31%. Second quarter 2024 net interest income was $9.5 million and NIM was 2.78%.
The efficiency ratio was 65.66%, compared to 67.19% in the linked quarter and 74.36% in the year-ago period. The efficiency ratio, which is not a financial metric under generally accepted accounting principles (“GAAP”), is a measure that the Company believes is helpful to understanding its level of non-interest expense as a percentage of total revenue.
Pre-tax, pre-provision (“PTPP”) net income was $4.2 million, compared to $4.2 million in the linked quarter and $2.8 million in the year-ago period. PTPP net income, which is not a financial metric under GAAP, is a measure that the Company believes is helpful to understanding profitability without giving effect to income taxes and provision for credit losses.

“Pathfinder’s more exacting approach to proactive credit risk mitigation continues to be implemented, with measures taken to proactively address certain loans experiencing credit deterioration resulting in elevated charge offs and the sale of nonperforming and classified commercial loans associated with a single in-market commercial relationship,” said President and Chief Executive Officer James A. Dowd. “These steps were taken as part of our ongoing efforts to enhance Pathfinder’s asset quality and resilience over the long term.”

Dowd added, “Growing our Central New York core deposit franchise remains an ongoing area of focus, as it continues to serve as a valuable source of low-cost funding for local, relationship-based lending opportunities with small- and middle-market businesses and consumers in our attractive regional markets.”

Net Interest Income and Net Interest Margin
Second quarter 2025 net interest income was $10.8 million, a decrease of $597,000, or 5.2%, from the first quarter of 2025. The decrease from the linked quarter was due in part to approximately $347,000 of first quarter 2025 net interest income attributed to 2024 interest recovered from loans removed from nonaccrual status and income from prepayment fees.

A decrease in interest and dividend income of $259,000 from the linked quarter was attributed to average yield decreases of 22 basis points on loans, which benefited by 15 basis points from 2024 interest recovered from loans removed from nonaccrual status and income from prepayment fees in the first quarter of 2025. The interest and dividend income decrease was also attributed to 5 basis points on fed funds sold and interest-earning deposits, and 11 basis points on all interest-earning assets, partially offset by average yield increases on taxable and tax-exempt securities of 3 and 76 basis points, respectively. In addition, average loan balances declined by $4.9 million, while average balances of lower-yielding taxable securities increased by $18.5 million. The corresponding decrease in loan interest income and federal funds sold and interest-earning deposits was $566,000 and $21,000, respectively, partially offset by increases in taxable and tax-exempt securities income of $337,000 and $63,000, respectively. An increase in interest expense from the first quarter of 2025 of $338,000 was primarily attributed to a 5 basis point increase in the average cost of interest bearing deposits.

Net interest margin was 3.11% in the second quarter of 2025 compared to 3.31% in the first quarter 2025. The decrease of 20 basis points reflected lower average loan yields and higher average interest bearing deposit costs in the second quarter of 2025, as well as approximately 10 basis points of first quarter 2025 margin attributed to 2024 interest recovered from loans removed from nonaccrual status and income from prepayment fees.

Second quarter 2025 net interest income was $10.8 million, an increase of $1.3 million, or 14.1%, from the second quarter of 2024. An increase in interest and dividend income of $160,000 was primarily attributed to average yield increases of 11 basis points on loans and a $25.9 million increase in average loan balances. The corresponding increase in loan interest income was $617,000. A decrease in interest expense of $1.2 million was attributed to reductions in the average cost of interest bearing deposits and total interest-bearing liabilities of 40 basis points and 45 basis points, respectively, as well as reductions in brokered deposits and short-term borrowings expense associated with paydowns of brokered deposits and borrowings utilizing a portion of the low-cost liquidity provided by core deposit growth.

Net interest margin was 3.11% in the second quarter of 2025 compared to 2.78% in the second quarter of 2024. The increase of 33 basis points reflected higher average loan yields and lower average deposit and borrowing costs in the second quarter of 2025, as compared to the year-ago period.

Noninterest Income
Second quarter 2025 noninterest income includes the $3.1 million LOCOM HFS adjustment, with an after-tax effect of $2.5 million or $0.40 per diluted share. Nonperforming and classified loans associated with one local commercial relationship dating back to 2013, with an original principal balance of $9.3 million and a June 30, 2025 principal balance of $6.3 million were sold in July 2025 for $3.2 million to an undisclosed financial buyer.

Second quarter 2025 noninterest income totaled negative $1.5 million, reflecting the $3.1 million LOCOM HFS adjustment, and no longer includes contributions from the insurance agency business sold in October 2024. Noninterest income was $1.2 million in the linked quarter and $1.2 million, including $260,000 in insurance revenue, in the year-ago period.

Compared to the linked quarter, second quarter 2025 noninterest income reflected increases of $179,000 in debit card interchange fees and $6,000 in service charges on deposit accounts, as well as a decrease of $6,000 in earnings and gain on bank owned life insurance (“BOLI”). Compared to the linked quarter, second quarter 2025 noninterest income also reflected increases of $202,000 in net unrealized gains on marketable equity securities, as well as decreases of $8,000 in net realized losses on sales and redemptions of investment securities and $4,000 in loan servicing fees.

Compared to the year-ago period, second quarter 2025 noninterest income included increases of $50,000 in service charges on deposit accounts, as well as decreases of $11,000 in earnings and gain on BOLI, and $11,000 in debit card interchange fees. Compared to the year-ago period, second quarter 2025 noninterest income also reflected an increase of $559,000 in net unrealized gains on marketable equity securities, as well as decreases of $16,000 in net realized gains on sales and redemptions of investment securities and $15,000 in loan servicing fees.

Noninterest Expense
Noninterest expense totaled $8.1 million in the second quarter of 2025, including $595,000 in costs associated with the East Syracuse branch acquired in July 2024 and excluding costs for the insurance agency business sold in October 2024. Noninterest expense was $8.4 million in the linked quarter, including East Syracuse branch costs of $577,000, and $7.9 million in the year-ago period, including insurance agency costs of $232,000.

Salaries and benefits were $4.5 million in the second quarter of 2025, in line with the linked quarter and increased $126,000 from the year-ago period. The increase from the second quarter of 2024 was primarily attributed to the July 2024 East Syracuse Branch Acquisition, which had $116,000 of total salary and benefit expenses in the second quarter of 2025. Excluding the East Syracuse branch, salaries and benefits increased $10,000 from the year-ago period. This increase from the second quarter of 2024 was primarily attributed to a $183,000 increase in stock-based compensation, partially offset by a $106,000 decrease in employee benefits, a $51,000 decrease in salaries and benefits expenses, and a $16,000 decrease in director compensation.

Building and occupancy was $1.2 million in the second quarter of 2025, decreasing $117,000 from the linked quarter and increasing $316,000 from the year-ago quarter. The decrease from the linked quarter reflected lower costs associated with building maintenance primarily related to snow removal. The increase from the first quarter of last year was primarily due to ongoing facilities-related costs associated with operating the East Syracuse branch acquired in July 2024.

Data processing expense was $667,000 in the second quarter of 2025, in line with the linked quarter and increasing $117,000 from the year-ago period. The increase from the second quarter of 2024 was primarily attributed to the ongoing operations of the East Syracuse branch acquired in July 2024.

No FDIC assessment expense was recorded in the second quarter of 2025, due to modest over-accruals in prior periods, compared to $229,000 and $228,000 in the linked and year-ago periods, respectively. The Company anticipates more normalized FDIC assessments in the future and expects this expense to range between $220,000 to $230,000 per quarter in the second half of 2025.

Annualized noninterest expense represented 2.18% of average assets in the second quarter of 2025, compared to 2.33% and 2.19% in the linked and year-ago periods. The efficiency ratio was 65.66%, compared to 67.19% and 74.36% in the linked and year-ago periods, respectively. The efficiency ratio, which is not a financial metric under GAAP, is a measure that the Company believes is helpful to understanding its level of non-interest expense as a percentage of total revenue.

Net Income
For the second quarter of 2025, net income attributable to common shareholders was $31,000, or less than $0.01 per basic and diluted share. Linked quarter net income was $3.0 million, or $0.48 per basic share and $0.47 per diluted share. Second quarter 2024 net income totaled $2.0 million or $0.32 per basic and diluted share.

Statement of Financial Condition
As of June 30, 2025, the Company’s statement of financial condition reflects total assets of $1.51 billion, compared to $1.50 billion and $1.45 billion recorded on March 31, 2025 and June 30, 2024, respectively.

Loans totaled $909.7 million on June 30, 2025, after $3.2 million in balances were moved to held-for-sale status for the July 2025 sale of nonperforming and classified loans, resulting in a decrease of $2.4 million or 0.3% from March 31, 2025. Total loans increased $21.5 million or 2.4% from one year prior. Consumer and residential loans totaled $362.1 million, decreasing 2.4% during the second quarter and increasing 0.2% from one year prior. Commercial loans totaled $549.1 million, increasing 1.2% during the second quarter and 4.1% from one year prior, despite the recent loan sale.

With respect to liabilities, deposits totaled $1.22 billion on June 30, 2025, decreasing 3.4% on reductions in higher-cost time and money market accounts, as well as regular municipal deposit seasonality, during the second quarter and increasing 11.0% from one year prior.

Shareholders’ equity totaled $124.4 million on June 30, 2025, decreasing $483,000 or 0.4% in the second quarter and increasing $1.1 million or 0.9% from one year prior. The second quarter 2025 decrease primarily reflects a $599,000 decrease in retained earnings, a $426,000 decrease in accumulated other comprehensive loss (“AOCL”), and a $542,000 increase in additional paid in capital. Noncontrolling interest, previously included in equity on the Statements of Financial Condition, was eliminated in October 2024 upon the sale of the Company’s 51% insurance agency ownership interest.

Asset Quality
The Company’s asset quality metrics reflect ongoing efforts the Bank is undertaking as part of its commitment to continuously improve its credit risk management approach.

Nonperforming loans were $11.7 million, or 1.28% of total loans on June 30, 2025, compared to $13.2 million or 1.45% on March 31, 2025 and $24.5 million or 2.76% on June 30, 2024. Continued improvement in nonperforming loans in the second quarter of 2025 primarily resulted from the recent sale of loans associated with one local commercial relationship dating to 2013.

NCOs after recoveries were $2.6 million or an annualized 1.14% of average loans in the second quarter of 2025, with gross charge offs for consumer loans, purchased loan pools, and commercial loans, offsetting recoveries in each of these categories. NCOs were $340,000 or an annualized 0.15% of average loans in the linked quarter and $66,000 or 0.03% in the prior year period.

Provision for credit loss expense was $1.2 million in the second quarter of 2025 primarily reflecting NCOs in the period, partially offset by reductions related to quantitative and qualitative factors in the Company’s reserve model. The provision was $457,000 and $290,000 in the linked and year-ago quarters, respectively.

The Company believes it is sufficiently collateralized and reserved, with an Allowance for Credit Losses (“ACL”) of $16.0 million on June 30, 2025, compared to $17.4 million on March 31, 2025 and $16.9 million on June 30, 2024. As a percentage of total loans, ACL represented 1.76% on June 30, 2025, 1.91% on March 31, 2025, and 1.90% on June 30, 2024.

Liquidity
The Company has diligently ensured a strong liquidity profile as of June 30, 2025 to meet its ongoing financial obligations. The Bank’s liquidity management, as evaluated by its cash reserves and operational cash flows from loan repayments and investment securities, remains robust and is effectively managed by the institution’s leadership.

The Bank’s analysis indicates that expected cash inflows from loans and investment securities are more than sufficient to meet all projected financial obligations. Total deposits were $1.22 billion on June 30, 2025, compared to $1.26 billion on March 31, 2025 and $1.10 billion on June 30, 2024. Decreases in total deposits primarily reflect reductions in higher-cost time and money market accounts, as well as regular municipal deposit seasonality. Core deposits grew to 78.47% of total deposits on June 30, 2025, compared to 78.31% on March 31, 2025 and 67.98% on June 30, 2024. The Bank continues to implement strategic initiatives to enhance its core deposit franchise, including targeted marketing campaigns and customer engagement programs aimed at deepening banking relationships and enhancing deposit stability.

On June 30, 2025, Pathfinder Bancorp had an available additional funding capacity of $124.5 million with the Federal Home Loan Bank of New York, which complements its liquidity reserves. Moreover, the Bank maintains additional unused credit lines totaling $46.5 million, which provide a buffer for additional funding needs. These facilities, including access to the Federal Reserve’s Discount Window, are part of a comprehensive liquidity strategy that ensures flexibility and readiness to respond to any funding requirements.

Cash Dividend Declared
On June 30, 2025, Pathfinder’s Board of Directors declared a cash dividend of $0.10 per share for holders of both voting common and non-voting common stock.

In addition, this dividend also extends to the notional shares of the Company’s warrants. Shareholders registered by July 18, 2025 will be eligible for the dividend, which is scheduled for disbursement on August 8, 2025. This distribution aligns with Pathfinder Bancorp’s philosophy of consistent and reliable delivery of shareholder value.

Evaluating the Company’s market performance, the closing stock price as of June 30, 2025 stood at $15.34 per share. This positions the annualized dividend yield at 2.61%.

About Pathfinder Bancorp, Inc.
Pathfinder Bancorp, Inc. (NASDAQ: PBHC) is the bank holding company for Pathfinder Bank, which serves Central New York customers throughout Oswego, Syracuse, and their neighboring communities. Strategically located branches, as well as diversified consumer, mortgage, and commercial loan portfolios, reflect the state-chartered Bank’s commitment to in-market relationships and local customer service. The Company also offers investment services to individuals and businesses. More information is available at pathfinderbank.com and ir.pathfinderbank.com.

Forward-Looking Statements
Certain statements contained herein are “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. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions, or future or conditional verbs, such as “will,” “would,” “should,” “could,” or “may.” These forward-looking statements are based on current beliefs and expectations of the Company’s and the Bank’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s and the Bank’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to: risks related to the real estate and economic environment, particularly in the market areas in which the Company and the Bank operate; fiscal and monetary policies of the U.S. Government; inflation; changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; fluctuations in the adequacy of the allowance for credit losses; decreases in deposit levels necessitating increased borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; the risk that the Company may not be successful in the implementation of its business strategy; changes in prevailing interest rates; credit risk management; asset-liability management; and other risks described in the Company’s filings with the Securities and Exchange Commission, which are available at the SEC’s website, www.sec.gov.

This release contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position, or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet, or statement of cash flows (or equivalent statements) of the registrant; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the release of the non-GAAP financial measures to the most directly comparable GAAP financial measure.

PATHFINDER BANCORP, INC.
Selected Financial Information (Unaudited)
(Amounts in thousands, except per share amounts)

	2025						2024
SELECTED BALANCE SHEET DATA:	June 30,			March 31,			December 31,			September 30,			June 30,
ASSETS:
Cash and due from banks	$	16,183		$	18,606		$	13,963		$	18,923		$	12,022
Interest-earning deposits		15,292			32,862			17,609			16,401			19,797
Total cash and cash equivalents		31,475			51,468			31,572			35,324			31,819
Available-for-sale securities, at fair value		300,951			284,051			269,331			271,977			274,977
Held-to-maturity securities, at amortized cost		157,892			155,704			158,683			161,385			166,271
Marketable equity securities, at fair value		4,881			4,401			4,076			3,872			3,793
Federal Home Loan Bank stock, at cost		5,278			2,906			4,590			5,401			8,702
Loans held-for-sale		3,161			–			–			–			–
Loans, net of deferred fees		909,723			912,150			918,986			921,660			888,263
Less: Allowance for credit losses		15,983			17,407			17,243			17,274			16,892
Loans receivable, net		893,740			894,743			901,743			904,386			871,371
Premises and equipment, net		19,047			19,233			19,009			18,989			18,878
Assets held-for-sale		–			–			–			–			3,042
Operating lease right-of-use assets		1,115			1,356			1,391			1,425			1,459
Finance lease right-of-use assets		16,280			16,478			16,676			16,873			4,004
Accrued interest receivable		6,889			6,748			6,881			6,806			7,076
Foreclosed real estate		83			–			–			–			60
Intangible assets, net		5,675			5,832			5,989			6,217			76
Goodwill		5,056			5,056			5,056			5,752			4,536
Bank owned life insurance		31,045			24,889			24,727			24,560			24,967
Other assets		22,551			22,472			25,150			20,159			25,180
Total assets	$	1,505,119		$	1,495,337		$	1,474,874		$	1,483,126		$	1,446,211

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Deposits:
Interest-bearing deposits	$	1,030,155		$	1,061,166		$	990,805		$	986,103		$	932,132
Noninterest-bearing deposits		191,732			203,314			213,719			210,110			169,145
Total deposits		1,221,887			1,264,480			1,204,524			1,196,213			1,101,277
Short-term borrowings		75,500			27,000			61,000			60,315			127,577
Long-term borrowings		20,977			17,628			27,068			39,769			45,869
Subordinated debt		30,206			30,156			30,107			30,057			30,008
Accrued interest payable		813			844			546			236			2,092
Operating lease liabilities		1,313			1,560			1,591			1,621			1,652
Finance lease liabilities		16,566			16,655			16,745			16,829			4,359
Other liabilities		13,444			12,118			11,810			16,986			9,203
Total liabilities		1,380,706			1,370,441			1,353,391			1,362,026			1,322,037
Shareholders’ equity:
Voting common stock shares issued and outstanding		4,788,109			4,761,182			4,745,366			4,719,788			4,719,788
Voting common stock	$	48		$	48		$	47		$	47		$	47
Non-voting common stock		14			14			14			14			14
Additional paid in capital		53,645			53,103			52,750			53,231			53,182
Retained earnings		79,564			80,163			77,816			73,670			78,936
Accumulated other comprehensive loss		(8,858	)		(8,432	)		(9,144	)		(6,716	)		(8,786	)
Unearned ESOP shares		–			–			–			–			(45	)
Total Pathfinder Bancorp, Inc. shareholders’ equity		124,413			124,896			121,483			120,246			123,348
Noncontrolling interest		–			–			–			854			826
Total equity		124,413			124,896			121,483			121,100			124,174
Total liabilities and shareholders’ equity	$	1,505,119		$	1,495,337		$	1,474,874		$	1,483,126		$	1,446,211

The above information is unaudited and preliminary, based on the Company’s data available at the time of presentation.

	Six Months Ended June 30,						2025						2024
SELECTED INCOME STATEMENT DATA:	2025			2024			Q2			Q1			Q4			Q3			Q2
Interest and dividend income:
Loans, including fees	$	26,778		$	24,757		$	13,106		$	13,672		$	13,523		$	14,425		$	12,489
Debt securities:
Taxable		10,707			11,343			5,522			5,185			5,312			5,664			5,736
Tax-exempt		867			1,006			465			402			445			469			498
Dividends		114			307			21			93			164			149			178
Federal funds sold and interest-earning deposits		157			219			68			89			82			492			121
Total interest and dividend income		38,623			37,632			19,182			19,441			19,526			21,199			19,022
Interest expense:
Interest on deposits		14,263			15,037			7,318			6,945			7,823			7,633			7,626
Interest on short-term borrowings		1,040			2,340			495			545			700			1,136			1,226
Interest on long-term borrowings		137			395			72			65			136			202			201
Interest on subordinated debt		958			980			483			475			490			496			489
Total interest expense		16,398			18,752			8,368			8,030			9,149			9,467			9,542
Net interest income		22,225			18,880			10,814			11,411			10,377			11,732			9,480
Provision for (benefit from) credit losses:
Loans		1,677			1,014			1,173			504			988			9,104			304
Held-to-maturity securities		5			(59	)		5			–			(5	)		(31	)		(74	)
Unfunded commitments		(28	)		61			19			(47	)		5			(104	)		60
Total provision for credit losses		1,654			1,016			1,197			457			988			8,969			290
Net interest income after provision for credit losses		20,571			17,864			9,617			10,954			9,389			2,763			9,190
Noninterest income:
Service charges on deposit accounts		754			639			380			374			405			392			330
Earnings and gain on bank owned life insurance		318			324			156			162			169			361			167
Loan servicing fees		198			200			97			101			96			79			112
Net realized (losses) gains on sales and redemptions of investment securities		(8	)		(132	)		–			(8	)		249			(188	)		16
Gain on asset sale ^{1 & 2}		–			–			–			–			3,169			–			–
Net unrealized gains (losses) on marketable equity securities		638			(31	)		420			218			166			62			(139	)
Gains on sales of loans and foreclosed real estate		148			58			83			65			39			90			40
LOCOM HFS adjustment ³		(3,064	)		–			(3,064	)		–			–			–			–
Loss on sale of premises and equipment		–			–			–			–			–			(36	)		–
Debit card interchange fees		181			310			180			1			265			300			191
Insurance agency revenue ¹		–			657			–			–			49			367			260
Other charges, commissions & fees		514			923			230			284			299			280			234
Total noninterest (loss) income		(321	)		2,948			(1,518	)		1,197			4,906			1,707			1,211
Noninterest expense:
Salaries and employee benefits		8,975			8,728			4,525			4,450			4,123			4,959			4,399
Building and occupancy		2,577			1,730			1,230			1,347			1,254			1,134			914
Data processing		1,333			1,078			667			666			721			672			550
Professional and other services		1,384			1,258			778			606			608			1,820			696
Advertising		218			221			77			141			218			165			116
FDIC assessments		229			457			–			229			231			228			228
Audits and exams		174			293			60			114			123			123			123
Amortization expense		314			8			157			157			27			124			5
Insurance agency expense ¹		–			517			–			–			456			308			232
Community service activities		39			91			28			11			19			20			39
Foreclosed real estate expenses		50			55			29			21			20			27			30
Other expenses		1,201			1,178			510			691			744			679			576
Total noninterest expense		16,494			15,614			8,061			8,433			8,544			10,259			7,908
Income (loss) before provision for income taxes		3,756			5,198			38			3,718			5,751			(5,789	)		2,493
Provision (benefit) for income taxes		751			1,013			7			744			492			(1,173	)		481
Net income (loss) attributable to noncontrolling interest and Pathfinder Bancorp, Inc.		3,005			4,185			31			2,974			5,259			(4,616	)		2,012
Net income attributable to noncontrolling interest ¹		–			65			–			–			1,352			28			12
Net income (loss) attributable to Pathfinder Bancorp Inc.	$	3,005		$	4,120		$	31		$	2,974		$	3,907		$	(4,644	)	$	2,000
Voting Earnings per common share – basic	$	0.48		$	0.66		$	–		$	0.48		$	0.63		$	(0.75	)	$	0.32
Voting Earnings per common share – diluted ⁴	$	0.47		$	0.66		$	–		$	0.47		$	0.63		$	(0.75	)	$	0.32
Series A Non-Voting Earnings per common share- basic	$	0.48		$	0.66		$	–		$	0.48		$	0.63		$	(0.75	)	$	0.32
Series A Non-Voting Earnings per common share- diluted ⁴	$	0.47		$	0.66		$	–		$	0.47		$	0.63		$	(0.75	)	$	0.32
Dividends per common share (Voting and Series A Non-Voting)	$	0.20		$	0.20		$	0.10		$	0.10		$	0.10		$	0.10		$	0.10

¹ Although the Company owned 51% of its membership interest in FitzGibbons Agency, LLC (“Agency”) the Company is required to consolidate 100% of the Agency within the consolidated financial statements. The Company sold its 51% membership interest in the Agency in October 2024.
² The $3,169,000 consolidated gain on asset sale equals $1,616,000 associated with the Company’s 51% interest in the Agency plus $1,553,000 associated with the 49% noncontrolling interest.
³ The loss reflects a valuation adjustment “Lower-of-cost-or-market” adjustment on loans held for sale to their estimated market value based on active sale negotiations.
⁴ Diluted earnings per share for the first quarter of 2025 has been updated to $0.47, from the $0.41 reported previously.

The above information is unaudited and preliminary, based on the Company’s data available at the time of presentation.

	Six Months Ended June 30,						2025						2024
FINANCIAL HIGHLIGHTS:	2025			2024			Q2			Q1			Q4			Q3			Q2
Selected Ratios:
Return on average assets		0.41	%		0.58	%		0.01	%		0.81	%		1.07	%		-1.25	%		0.56	%
Return on average common equity		4.83	%		6.74	%		0.10	%		9.64	%		12.85	%		-14.79	%		6.49	%
Return on average equity		4.83	%		6.74	%		0.10	%		9.64	%		12.85	%		-14.79	%		6.49	%
Return on average tangible common equity ¹		5.34	%		7.05	%		0.11	%		10.52	%		14.17	%		-15.28	%		6.78	%
Net interest margin		3.21	%		2.77	%		3.11	%		3.31	%		3.02	%		3.34	%		2.78	%
Loans / deposits		74.45	%		80.66	%		74.45	%		72.14	%		76.29	%		77.05	%		80.66	%
Core deposits/deposits ²		78.47	%		67.98	%		78.47	%		78.31	%		76.86	%		77.45	%		67.98	%
Annualized non-interest expense / average assets		2.26	%		2.20	%		2.18	%		2.33	%		2.33	%		2.75	%		2.19	%
Commercial real estate / risk-based capital ³		183.34	%		169.73	%		183.34	%		182.62	%		186.73	%		189.47	%		169.73	%
Efficiency ratio ¹		66.43	%		71.29	%		65.66	%		67.19	%		72.25	%		75.78	%		74.36	%

Other Selected Data:
Average yield on loans		5.86	%		5.56	%		5.75	%		5.97	%		5.87	%		6.31	%		5.64	%
Average cost of interest bearing deposits		2.78	%		3.14	%		2.81	%		2.76	%		3.12	%		3.11	%		3.21	%
Average cost of total deposits, including non-interest bearing		2.33	%		2.67	%		2.37	%		2.29	%		2.59	%		2.59	%		2.72	%
Deposits/branch ⁴	$	101,824		$	100,116		$	101,824		$	105,373		$	100,377		$	99,684		$	100,116
Pre-tax, pre-provision net income ¹	$	8,334		$	6,288		$	4,216		$	4,183		$	3,321		$	3,368		$	2,767
Total revenue ¹	$	24,828		$	21,902		$	12,277		$	12,616		$	11,865		$	13,627		$	10,675

Share and Per Share Data:
Cash dividends per share	$	0.20		$	0.20		$	0.10		$	0.10		$	0.10		$	0.10		$	0.10
Book value per common share	$	20.17		$	20.22		$	20.17		$	20.33		$	19.83		$	19.71		$	20.22
Tangible book value per common share ¹	$	18.43		$	19.46		$	18.43		$	18.56		$	18.03		$	17.75		$	19.46
Basic and diluted weighted average shares outstanding – Voting		4,759			4,704			4,769			4,749			4,733			4,714			4,708
Basic earnings per share – Voting⁵	$	0.48		$	0.66		$	–		$	0.48		$	0.63		$	(0.75	)	$	0.32
Diluted earnings per share – Voting^{5 & 6}	$	0.47		$	0.66		$	–		$	0.47		$	0.63		$	(0.75	)	$	0.32
Basic and diluted weighted average shares outstanding – Series A Non-Voting		1,380			1,380			1,380			1,380			1,380			1,380			1,380
Basic earnings per share – Series A Non-Voting ⁵	$	0.48		$	0.66		$	–		$	0.48		$	0.63		$	(0.75	)	$	0.32
Diluted earnings per share – Series A Non-Voting^{5 & 6}	$	0.47		$	0.66		$	–		$	0.47		$	0.63		$	(0.75	)	$	0.32
Common shares outstanding at period end		6,168			6,100			6,168			6,141			6,126			6,100			6,100

Pathfinder Bancorp, Inc. Capital Ratios:
Company tangible common equity to tangible assets ¹		7.61	%		8.24	%		7.61	%		7.68	%		7.54	%		7.36	%		8.24	%
Company Total Core Capital (to Risk-Weighted Assets)		15.97	%		16.19	%		15.97	%		15.89	%		15.66	%		15.55	%		16.19	%
Company Tier 1 Capital (to Risk-Weighted Assets)		12.31	%		12.31	%		12.31	%		12.24	%		12.00	%		11.84	%		12.31	%
Company Tier 1 Common Equity (to Risk-Weighted Assets)		11.81	%		11.83	%		11.81	%		11.75	%		11.51	%		11.33	%		11.83	%
Company Tier 1 Capital (to Assets)		8.75	%		9.16	%		8.75	%		8.82	%		8.64	%		8.29	%		9.16	%

Pathfinder Bank Capital Ratios:
Bank Total Core Capital (to Risk-Weighted Assets)		14.87	%		16.04	%		14.87	%		14.86	%		14.65	%		14.52	%		16.04	%
Bank Tier 1 Capital (to Risk-Weighted Assets)		13.62	%		14.79	%		13.62	%		13.61	%		13.40	%		13.26	%		14.79	%
Bank Tier 1 Common Equity (to Risk-Weighted Assets)		13.62	%		14.79	%		13.62	%		13.61	%		13.40	%		13.26	%		14.79	%
Bank Tier 1 Capital (to Assets)		9.68	%		10.30	%		9.68	%		9.80	%		9.64	%		9.13	%		10.30	%

¹ Non-GAAP financial metrics. See non-GAAP reconciliation included herein for the most directly comparable GAAP measures.
² Non-brokered deposits excluding certificates of deposit of $250,000 or more.
³ Construction and development, multifamily, and non-owner occupied CRE loans as a percentage of Pathfinder Bank total capital.
⁴ Includes 11 full-service branches and one motor bank for periods after June 30, 2024. Includes 10 full-service branches and one motor bank for all periods prior.
⁵ Basic and diluted earnings per share are calculated based upon the two-class method. Weighted average shares outstanding do not include unallocated ESOP shares.
⁶ Diluted earnings per share for the first quarter of 2025 has been updated to $0.47, from the $0.41 reported previously.

The above information is unaudited and preliminary, based on the Company’s data available at the time of presentation.

	Six Months Ended June 30,						2025						2024
ASSET QUALITY:	2025			2024			Q2			Q1			Q4			Q3			Q2
Total loan charge-offs	$	3,352		$	180		$	2,844		$	508		$	1,191		$	8,812		$	112
Total recoveries		415			84			247			168			171			90			46
Net loan charge-offs		2,937			96			2,597			340			1,020			8,722			66
Allowance for credit losses at period end		15,983			16,892			15,983			17,407			17,243			17,274			16,892
Nonperforming loans at period end		11,689			24,490			11,689			13,232			22,084			16,170			24,490
Nonperforming assets at period end	$	11,772		$	24,550		$	11,772		$	13,232		$	22,084		$	16,170		$	24,550
Annualized net loan charge-offs to average loans		0.64	%		0.02	%		1.14	%		0.15	%		0.44	%		3.82	%		0.03	%
Allowance for credit losses to period end loans		1.76	%		1.90	%		1.76	%		1.91	%		1.88	%		1.87	%		1.90	%
Allowance for credit losses to nonperforming loans		136.74	%		68.98	%		136.74	%		131.55	%		78.08	%		106.83	%		68.98	%
Nonperforming loans to period end loans		1.28	%		2.76	%		1.28	%		1.45	%		2.40	%		1.75	%		2.76	%
Nonperforming assets to period end assets		0.78	%		1.70	%		0.78	%		0.88	%		1.50	%		1.09	%		1.70	%

	2025						2024
LOAN COMPOSITION:	June 30,			March 31,			December 31,			September 30,			June 30,
1-4 family first-lien residential mortgages	$	240,833		$	243,854		$	251,373		$	255,235		$	250,106
Residential construction		3,520			3,162			4,864			4,077			309
Commercial real estate		381,575			381,479			377,619			378,805			370,361
Commercial lines of credit		75,487			65,074			67,602			64,672			62,711
Other commercial and industrial		85,578			91,644			89,800			88,247			90,813
Paycheck protection program loans		85			96			113			125			136
Tax exempt commercial loans		6,349			4,446			4,544			2,658			3,228
Home equity and junior liens		49,339			52,315			51,948			52,709			35,821
Other consumer		68,439			71,681			72,710			76,703			75,195
Subtotal loans		911,205			913,751			920,573			923,231			888,680
Deferred loan fees		(1,482	)		(1,601	)		(1,587	)		(1,571	)		(417	)
Total loans	$	909,723		$	912,150		$	918,986		$	921,660		$	888,263

	2025				2024
DEPOSIT COMPOSITION:	June 30,		March 31,		December 31,		September 30,		June 30,
Savings accounts	$	129,252	$	129,898	$	128,753	$	129,053	$	106,048
Time accounts		341,063		349,673		360,716		352,729		368,262
Time accounts in excess of $250,000		144,355		149,922		142,473		140,181		117,021
Money management accounts		9,902		10,774		11,583		11,520		12,154
MMDA accounts		278,919		306,281		239,016		250,007		193,915
Demand deposit interest-bearing		120,083		109,941		101,080		97,344		128,168
Demand deposit noninterest-bearing		191,732		203,314		213,719		210,110		169,145
Mortgage escrow funds		6,581		4,677		7,184		5,269		6,564
Total deposits	$	1,221,887	$	1,264,480	$	1,204,524	$	1,196,213	$	1,101,277

The above information is unaudited and preliminary, based on the Company’s data available at the time of presentation.

	Six Months Ended June 30,						2025							2024
SELECTED AVERAGE BALANCES:	2025			2024			Q2			Q1			Q2
Interest-earning assets:
Loans	$	913,658		$	889,988		$	911,347		$	916,207		$	885,384
Taxable investment securities		425,841			433,156			435,022			416,558			434,572
Tax-exempt investment securities		34,394			29,053			34,314			34,475			28,944
Fed funds sold and interest-earning deposits		11,497			8,669			10,070			12,939			13,387
Total interest-earning assets		1,385,390			1,360,866			1,390,753			1,380,179			1,362,287
Noninterest-earning assets:
Other assets		116,590			96,772			118,280			114,882			98,746
Allowance for credit losses		(17,377	)		(16,498	)		(17,342	)		(17,413	)		(16,905	)
Net unrealized losses on available-for-sale securities		(10,395	)		(10,701	)		(10,838	)		(9,947	)		(10,248	)
Total assets	$	1,474,208		$	1,430,439		$	1,480,853		$	1,467,701		$	1,433,880
Interest-bearing liabilities:
NOW accounts	$	112,720		$	97,213		$	113,994		$	111,643		$	92,918
Money management accounts		10,602			11,759			10,302			10,906			12,076
MMDA accounts		277,664			212,693			298,907			256,186			214,364
Savings and club accounts		129,752			110,119			129,736			129,769			107,558
Time deposits		494,200			525,767			489,490			498,963			524,276
Subordinated loans		30,149			29,954			30,173			30,123			29,977
Borrowings		66,165			133,894			61,803			70,575			141,067
Total interest-bearing liabilities		1,121,252			1,121,399			1,134,405			1,108,165			1,122,236
Noninterest-bearing liabilities:
Demand deposits		199,123			170,313			192,186			206,137			171,135
Other liabilities		29,497			16,542			29,037			29,961			17,298
Total liabilities		1,349,872			1,308,254			1,355,628			1,344,263			1,310,669
Shareholders’ equity		124,336			122,185			125,225			123,438			123,211
Total liabilities & shareholders’ equity	$	1,474,208		$	1,430,439		$	1,480,853		$	1,467,701		$	1,433,880

	Six Months Ended June 30,						2025							2024
SELECTED AVERAGE YIELDS:	2025			2024			Q2			Q1			Q2
Interest-earning assets:
Loans		5.86	%		5.56	%		5.75	%		5.97	%		5.64	%
Taxable investment securities		5.08	%		5.38	%		5.10	%		5.07	%		5.44	%
Tax-exempt investment securities		5.04	%		6.93	%		5.42	%		4.66	%		6.88	%
Fed funds sold and interest-earning deposits		2.73	%		5.05	%		2.70	%		2.75	%		3.62	%
Total interest-earning assets		5.58	%		5.53	%		5.52	%		5.63	%		5.59	%
Interest-bearing liabilities:
NOW accounts		1.16	%		1.08	%		1.25	%		1.07	%		1.14	%
Money management accounts		0.09	%		0.11	%		0.12	%		0.11	%		0.10	%
MMDA accounts		3.16	%		3.70	%		3.25	%		3.06	%		3.74	%
Savings and club accounts		0.25	%		0.26	%		0.25	%		0.25	%		0.26	%
Time deposits		3.66	%		3.97	%		3.64	%		3.69	%		4.03	%
Subordinated loans		6.36	%		6.54	%		6.40	%		6.31	%		6.53	%
Borrowings		3.56	%		4.09	%		3.67	%		3.46	%		4.05	%
Total interest-bearing liabilities		2.92	%		3.34	%		2.95	%		2.90	%		3.40	%
Net interest rate spread		2.66	%		2.19	%		2.57	%		2.73	%		2.19	%
Net interest margin		3.21	%		2.77	%		3.11	%		3.31	%		2.78	%
Ratio of average interest-earning assets to average interest-bearing liabilities		123.56	%		121.35	%		122.60	%		124.55	%		121.39	%

The above information is unaudited and preliminary based on the Company’s data available at the time of presentation.

	Six Months Ended June 30,						2025						2024
NON-GAAP RECONCILIATIONS:	2025			2024			Q2			Q1			Q4			Q3			Q2
Tangible book value per common share:
Total equity							$	124,413		$	124,896		$	121,483		$	120,246		$	123,348
Intangible assets								(10,731	)		(10,888	)		(11,045	)		(11,969	)		(4,612	)
Tangible common equity (non-GAAP)								113,682			114,008			110,438			108,277			118,736
Common shares outstanding								6,168			6,144			6,126			6,100			6,100
Tangible book value per common share (non-GAAP)							$	18.43		$	18.56		$	18.03		$	17.75		$	19.46
Tangible common equity to tangible assets:
Tangible common equity (non-GAAP)							$	113,682		$	114,008		$	110,438		$	108,277		$	118,736
Tangible assets								1,494,388			1,484,449			1,463,829			1,471,157			1,441,599
Tangible common equity to tangible assets ratio (non-GAAP)								7.61	%		7.68	%		7.54	%		7.36	%		8.24	%
Return on average tangible common equity:
Average shareholders’ equity	$	124,336		$	122,185		$	125,225		$	123,438		$	121,589		$	125,626		$	123,211
Average intangible assets		10,912			4,617			10,834			10,991			11,907			4,691			4,614
Average tangible equity (non-GAAP)		113,424			117,568			114,391			112,447			109,682			120,935			118,597
Net income (loss)		3,005			4,120			31			2,974			3,907			(4,644	)		2,000
Net income (loss), annualized	$	6,060		$	8,285		$	124		$	11,831		$	15,543		$	(18,475	)	$	8,044
Return on average tangible common equity (non-GAAP) ¹		5.34	%		7.05	%		0.11	%		10.52	%		14.17	%		-15.28	%		6.78	%
Revenue, pre-tax, pre-provision net income, and efficiency ratio:
Net interest income	$	22,225		$	18,880		$	10,814		$	11,411		$	10,377		$	11,732		$	9,480
Total noninterest income		(321	)		2,948			(1,518	)		1,197			4,906			1,707			1,211
Net realized (gains) losses on sales and redemptions of investment securities		(8	)		(132	)		–			(8	)		249			(188	)		16
Gains on sales of loans and foreclosed real estate		148			58			83			65			39			90			40
LOCOM HFS adjustment ²		(3,064	)		–			(3,064	)		–			–			–			–
Gain on asset sale		–			–			–			–			3,169			–			–
Revenue (non-GAAP) ³		24,828			21,902			12,277			12,551			11,826			13,537			10,635
Total non-interest expense		16,494			15,614			8,061			8,433			8,544			10,259			7,908
Pre-tax, pre-provision net income (non-GAAP) ⁴	$	8,334		$	6,288		$	4,216		$	4,183		$	3,321		$	3,368		$	2,767
Efficiency ratio (non-GAAP) ⁵		66.43	%		71.29	%		65.66	%		67.19	%		72.25	%		75.78	%		74.36	%

¹ Return on average tangible common equity equals annualized net income (loss) divided by average tangible equity
² The loss reflects a valuation adjustment “Lower-of-cost-or-market” adjustment on loans held for sale to the estimated market value based on sale negotiation terms.
³ Revenue equals net interest income plus total noninterest income less net realized gains or losses on sales and redemptions of investment securities, sales of loans and foreclosed real estate, and a gain on the October 2024 sale of the Company’s insurance agency asset
⁴ Pre-tax, pre-provision net income equals revenue less total non-interest expense
⁵ Efficiency ratio equals noninterest expense divided by revenue

The above information is unaudited and preliminary based on the Company’s data available at the time of presentation.

Investor/Media Contacts
James A. Dowd, President, CEO
Justin K. Bigham, Senior Vice President, CFO
Telephone: (315) 343-0057

The MIL Network –

July 31, 2025

MIL-OSI USA: Warner Joins Legislative Effort to Publicly Release Epstein Files

US Senate News:

Source: United States Senator for Commonwealth of Virginia Mark R Warner

WASHINGTON – U.S. Sen. Mark R. Warner (D-VA) today joined his colleagues in introducing the Epstein Files Transparency Act, legislation directing the U.S. Department of Justice (DOJ) to publicly release all files relating to the investigation of Jeffrey Epstein and his associates.

“President Trump promised transparency and accountability, but what we got instead was more secrecy and flimsy excuses,” said Sen. Warner. “The American people deserve to know the full truth about Jeffrey Epstein and the individuals who enabled his horrifying crimes.”

The Epstein Files Transparency Act will require the Attorney General to release all relevant Department of Justice documents and records relating to Jeffrey Epstein. This bill directs the Department of Justice, including the FBI and U.S. Attorneys’ Offices, to release materials related to:

Investigations and prosecutions of Jeffrey Epstein and Ghislaine Maxwell;
Flight logs, travel records, and other transportation data;
Individuals and entities connected to Epstein’s activities and immunity deals;
Internal DOJ communications and decisions not to prosecute;
Records surrounding Epstein’s detention and death.

Importantly, the legislation includes strong protections for victims’ privacy and national security, while explicitly prohibiting redactions based on reputational harm or political sensitivity. A copy of the legislation is available here.

MIL OSI USA News –

July 31, 2025

MIL-OSI: Tenaris Announces 2025 Second Quarter Results

Source: GlobeNewswire (MIL-OSI)

The financial and operational information contained in this press release is based on unaudited consolidated condensed interim financial statements presented in U.S. dollars and prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standard Board and adopted by the European Union, or IFRS. Additionally, this press release includes non-IFRS alternative performance measures i.e., EBITDA, Free Cash Flow, Net cash / debt and Operating working capital days. See exhibit I for more details on these alternative performance measures.

LUXEMBOURG, July 30, 2025 (GLOBE NEWSWIRE) — Tenaris S.A. (NYSE and Mexico: TS and EXM Italy: TEN) (“Tenaris”) today announced its results for the quarter ended June 30, 2025 in comparison with its results for the quarter ended June 30, 2024.

Summary of 2025 Second Quarter Results

(Comparison with first quarter of 2025 and second quarter of 2024)

	2Q 2025	1Q 2025		2Q 2024
Net sales ($ million)	3,086	2,922	6%	3,322	(7%)
Operating income ($ million)	583	550	6%	512	14%
Net income ($ million)	542	518	5%	348	56%
Shareholders’ net income ($ million)	531	507	5%	335	59%
Earnings per ADS ($)	0.99	0.94	5%	0.59	68%
Earnings per share ($)	0.50	0.47	5%	0.29	68%
EBITDA* ($ million)	733	696	5%	650	13%
EBITDA margin (% of net sales)	23.7%	23.8%		19.6%

_{* EBITDA in 2Q 2024 includes a $171 million loss from the provision for ongoing litigation related to the acquisition of a participation in Usiminas. If this charge was not included EBITDA would have amounted to $821 million, or 24.7% of sales.}

In the second quarter, our sales rose 6% sequentially reflecting an increase in North American OCTG prices and stable volumes. EBITDA and net income also rose. Margins remained in line with those of the previous quarter as cost of sales rose 5%, principally reflecting product mix differences and higher tariff payments.

Our free cash flow for the quarter amounted to $538 million and, after spending $600 million on dividends and $237 million on share buybacks, our net cash position amounted to $3.7 billion at June 30, 2025.

Market Background and Outlook

Oil prices have softened as OPEC+ accelerates the unwinding of its 2.2 Mb/d voluntary production cuts and demand growth is subdued amidst a high level of economic and geopolitical uncertainty. Drilling activity, however, has remained relatively resilient, although there has been some reduction in oil drilling in the United States, Canada and Saudi Arabia. Mexico, with the recent financing of Pemex, may start to recover some activity after its extended decline.

Following the recent increase in tariffs on imports of steel products from 25% to 50%, we expect U.S. OCTG imports to reduce from the high levels of the first half and U.S. OCTG prices to increase over time.

For the second half, as anticipated in our last conference call, our sales will show a moderate decline compared to the first half reflecting lower drilling activity and a lower contribution from line pipe projects. Our margins will also be affected by the recent increase in tariff costs.

Analysis of 2025 Second Quarter Results

Tubes

The following table indicates, for our Tubes business segment, sales volumes of seamless and welded pipes for the periods indicated below:

Tubes Sales volume (thousand metric tons)	2Q 2025	1Q 2025			2Q 2024
Seamless	803	775	4%	805		0%
Welded	179	212	(16%)	228		(21%)
Total	982	987	(1%)	1,033		(5%)

The following table indicates, for our Tubes business segment, net sales by geographic region, operating income and operating income as a percentage of net sales for the periods indicated below:

Tubes	2Q 2025	1Q 2025			2Q 2024
(Net sales – $ million)
North America	1,403	1,244	13%	1,439		(2%)
South America	531	552	(4%)	599		(11%)
Europe	215	208	3%	269		(20%)
Asia Pacific, Middle East and Africa	771	761	1%	823		(6%)
Total net sales ($ million)	2,920	2,765	6%	3,130		(7%)
Services performed on third party tubes ($ million)	110	101	8%	102		7%
Operating income ($ million)	554	514	8%	459		21%
Operating margin (% of sales)	19.0%	18.6%		14.7%

Net sales of tubular products and services increased 6% sequentially and decreased 7% year on year. Sequentially, a 1% decline in volumes sold was offset by a 6% increase in average selling prices. In North America sales increased due to higher OCTG prices in the region and higher shipments to the US offshore. In South America sales decreased following a reduction in shipments to the Raia offshore project in Brazil compensated by the start of shipments for the Vaca Muerta Sur pipeline in Argentina and higher coating services in the Caribbean. In Europe sales were stable sequentially however year on year we had lower sales of offshore line pipe. In Asia Pacific, Middle East and Africa sales were stable as we had lower sales in Saudi Arabia, compensated by higher sales of offshore line pipe and coating services in sub-Saharan Africa and for a gas processing plant in Algeria.

Operating results from tubular products and services amounted to a gain of $554 million in the second quarter of 2025 compared to a gain of $514 million in the previous quarter and a gain of $459 million in the second quarter of 2024. Despite the increase in average selling prices margins remained in line with those of the previous quarter as cost of sales rose 5%, principally reflecting product mix differences and higher tariff payments.

Others

The following table indicates, for our Others business segment, net sales, operating income and operating income as a percentage of net sales for the periods indicated below:

Others	2Q 2025	1Q 2025		2Q 2024
Net sales ($ million)	166	157	6%	192	(14%)
Operating income ($ million)	29	36	(21%)	52	(45%)
Operating margin (% of sales)	17.3%	23.1%		27.3%

Net sales of other products and services increased 6% sequentially and decreased 14% year on year. Sequentially, sales increased mainly due to higher sales of oilfield services in Argentina, excess raw materials and energy sold to third parties which had a lower margin.

Selling, general and administrative expenses, or SG&A, amounted to $484 million, or 15.7% of net sales, in the second quarter of 2025, compared to $457 million, 15.6% in the previous quarter and $497 million, 15.0% in the second quarter of 2024. Sequentially, the increase in SG&A is mainly due to higher services and fees, taxes, and other expenses.

Other operating results amounted to a loss of $6 million in the second quarter of 2025, compared to a gain of $6 million in the previous quarter and a $170 million loss in the second quarter of 2024. In the second quarter of 2024 we recorded a $171 million loss from provision for ongoing litigation related to the acquisition of a participation in Usiminas.

Financial results amounted to a gain of $32 million in the second quarter of 2025, compared to a gain of $35 million in the previous quarter and a gain of $57 million in the second quarter of 2024. Financial result of the quarter is mainly attributable to a $54 million net finance income from the net return of our portfolio investments partially offset by foreign exchange and derivatives results.

Equity in earnings (losses) of non-consolidated companies generated a gain of $33 million in the second quarter of 2025, compared to a gain of $14 million in the previous quarter and a loss of $83 million in the second quarter of 2024. These results are mainly derived from our participation in Ternium (NYSE:TX) and in the second quarter of 2024 were negatively affected by an $83 million loss from the provision for ongoing litigation related to the acquisition of a participation in Usiminas on our Ternium investment.

Income tax charge amounted to $105 million in the second quarter of 2025, compared to $81 million in the previous quarter and $138 million in the second quarter of 2024. Sequentially, the higher income tax charge reflects better results at several subsidiaries.

Cash Flow and Liquidity of 2025 Second Quarter

Net cash generated by operating activities during the second quarter of 2025 was $673 million, compared to $821 million in the previous quarter and $0.9 billion in the second quarter of 2024. During the second quarter of 2025 cash generated by operating activities includes a net working capital reduction of $26 million.

With capital expenditures of $135 million, our free cash flow amounted to $538 million during the quarter. Following a dividend payment of $600 million and share buybacks of $237 million in the quarter, our net cash position amounted to $3.7 billion at June 30, 2025.

Analysis of 2025 First Half Results

	6M 2025	6M 2024	Increase/(Decrease)
Net sales ($ million)	6,008	6,763	(11%)
Operating income ($ million)	1,133	1,323	(14%)
Net income ($ million)	1,060	1,098	(4%)
Shareholders’ net income ($ million)	1,038	1,072	(3%)
Earnings per ADS ($)	1.94	1.87	4%
Earnings per share ($)	0.97	0.93	4%
EBITDA* ($ million)	1,429	1,637	(13%)
EBITDA margin (% of net sales)	23.8%	24.2%

_{* EBITDA in 6M 2024 includes a $171 million loss from the provision for ongoing litigation related to the acquisition of a participation in Usiminas. If this charge was not included EBITDA would have amounted to $1,808 million, or 26.7% of sales.}

Our sales in the first half of 2025 decreased 11% compared to the first half of 2024 as volumes of tubular products shipped decreased 5% and tubes average selling prices decreased 7% due to price declines in North America. Following the decrease in sales, EBITDA margin declined from 26.7%, excluding a $171 million provision, to 23.8% and EBITDA declined 21%. While net income declined 4% year on year, earnings per share increased 4% following the reduction of outstanding shares due to the share buyback.

Cash flow provided by operating activities amounted to $1.5 billion during the first half of 2025, including a reduction in working capital of $250 million. After capital expenditures of $309 million, our free cash flow amounted to $1.2 billion. Following a dividend payment of $600 million and share buybacks for $474 million in the semester, our net cash position amounted to $3.7 billion at the end of June 2025.

The following table shows our net sales by business segment for the periods indicated below:

Net sales ($ million)	6M 2025		6M 2024		Increase/(Decrease)
Tubes	5,686	95%	6,421	95%	(11%)
Others	322	5%	342	5%	(6%)
Total	6,008		6,763		(11%)

Tubes

The following table indicates, for our Tubes business segment, sales volumes of seamless and welded pipes for the periods indicated below:

Tubes Sales volume (thousand metric tons)	6M 2025	6M 2024	Increase/(Decrease)
Seamless	1,578	1,582	0%
Welded	390	496	(21%)
Total	1,969	2,078	(5%)

The following table indicates, for our Tubes business segment, net sales by geographic region, operating income and operating income as a percentage of net sales for the periods indicated below:

Tubes	6M 2025	6M 2024	Increase/(Decrease)
(Net sales – $ million)
North America	2,647	3,028	(13%)
South America	1,083	1,216	(11%)
Europe	423	522	(19%)
Asia Pacific, Middle East and Africa	1,532	1,656	(7%)
Total net sales ($ million)	5,686	6,421	(11%)
Services performed on third parties tubes ($ million)	211	294	(28%)
Operating income ($ million)	1,068	1,245	(14%)
Operating margin (% of sales)	18.8%	19.4%

Net sales of tubular products and services decreased 11% to $5,686 million in the first half of 2025, compared to $6,421 million in the first half of 2024 due to a 5% decrease in volumes and a 7% decrease in average selling prices due to price declines in North America. Average drilling activity in the first half of 2025 decreased 4% in the United States and Canada and 7% internationally compared to the first half of 2024.

Operating results from tubular products and services amounted to a gain of $1,068 million in the first half of 2025 compared to a gain of $1,245 million in the first half of 2024. In first six months of 2024 our Tubes operating income included a $171 million charge for litigations related to the acquisition of a participation in Usiminas and a $39 million gain from the positive resolution of legal claims in Mexico and Brazil. The decline in operating results is mainly due to the decline in average selling prices and the corresponding impact on margins.

Others

The following table indicates, for our Others business segment, net sales, operating income and operating income as a percentage of net sales for the periods indicated below:

Others	6M 2025	6M 2024	Increase/(Decrease)
Net sales ($ million)	322	342	(6%)
Operating income ($ million)	65	78	(17%)
Operating margin (% of sales)	20.2%	23.0%

Net sales of other products and services decreased 6% to $322 million in the first half of 2025, compared to $342 million in the first half of 2024. The decline in sales is related to lower sales of sucker rods, coiled tubing and excess raw materials, partially offset by an increase in the sale of oilfield services in Argentina.

Operating results from other products and services amounted to a gain of $65 million in the first half of 2025, compared to a gain of $78 million in the first half of 2024. Results were mainly derived from our oilfield services business in Argentina and from the sale of sucker rods.

Selling, general and administrative expenses, or SG&A, declined from $1,005 million in the first half of 2024 to $941 million in the first half of 2025, however they increased from 14.9% to 15.7% of sales. The decline in SG&A expenses is mainly due to lower taxes, labor costs and depreciation and amortization.

Other operating results amounted to a loss of $50 thousand in the first half of 2025, compared to a loss of $157 million in the first half of 2024. In the first six months of 2024 we recorded a $171 million loss from provision for ongoing litigation related to the acquisition of a participation in Usiminas.

Financial results amounted to a gain of $67 million in the first half of 2025, compared to a gain of $32 million in the first half of 2024. While net finance income increased in the first six months of 2025 due to a stronger net financial position, foreign exchange results were negative, compared to the positive impact recorded in the same period of 2024. In the first half of 2024 other financial results were negatively affected by a cumulative loss of the U.S. dollar denominated Argentine bond previously recognized in other comprehensive income.

Equity in earnings (losses) of non-consolidated companies generated a gain of $47 million in the first half of 2025, compared to a loss of $34 million in the first half of 2024. These results were mainly derived from our equity investment in Ternium (NYSE:TX) and in the first six months of 2024 were negatively affected by an $83 million loss from the provision for ongoing litigation related to the acquisition of a participation in Usiminas on our Ternium investment.

Income tax amounted to a charge of $187 million in the first half of 2025, compared to $223 million in the first half of 2024. The lower income tax charge reflects the reduction in results at several subsidiaries.

Cash Flow and Liquidity of 2025 First Half

Net cash provided by operating activities during the first half of 2025 amounted to $1.5 billion (including a reduction in working capital of $250 million), compared to cash provided by operations of $1.8 billion (net of a reduction in working capital of $276 million) in the first half of 2024.

Capital expenditures amounted to $309 million in the first half of 2025, compared to $333 million in the first half of 2024. Free cash flow amounted to $1.2 billion in the first half of 2025, compared to $1.5 billion in the first half of 2024.

Following a dividend payment of $600 million in May 2025 and share buybacks of $474 million during the first half of 2025, our net cash position amounted to $3.7 billion at the end of June 2025.

Conference call

Tenaris will hold a conference call to discuss the above reported results, on July 31, 2025, at 08:00 a.m. (Eastern Time). Following a brief summary, the conference call will be opened to questions.

To listen to the conference please join through one of the following options:
ir.tenaris.com/events-and-presentations or
https://edge.media-server.com/mmc/p/dy4pxaxk

If you wish to participate in the Q&A session please register at the following link:
https://register-conf.media-server.com/register/BI13b7d2b9dcce43d79257fc8cfbdde30c

Please connect 10 minutes before the scheduled start time.

A replay of the conference call will also be available on our webpage at: ir.tenaris.com/events-and-presentations

Some of the statements contained in this press release are “forward-looking statements”. Forward-looking statements are based on management’s current views and assumptions and involve known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied by those statements. These risks include but are not limited to risks arising from uncertainties as to future oil and gas prices and their impact on investment programs by oil and gas companies.

Consolidated Condensed Interim Income Statement

(all amounts in thousands of U.S. dollars)	Three-month period ended June 30,		Six-month period ended June 30,
	2025	2024	2025	2024
	(Unaudited)		(Unaudited)
Net sales	3,085,672	3,321,677	6,007,884	6,763,221
Cost of sales	(2,013,639)	(2,143,614)	(3,934,494)	(4,277,666)
Gross profit	1,072,033	1,178,063	2,073,390	2,485,555
Selling, general and administrative expenses	(483,633)	(496,688)	(940,698)	(1,004,820)
Other operating income	4,317	9,461	16,105	25,485
Other operating expenses	(9,983)	(179,127)	(16,150)	(182,847)
Operating income	582,734	511,709	1,132,647	1,323,373
Finance Income	63,669	68,884	142,113	125,173
Finance Cost	(9,712)	(15,722)	(21,457)	(36,305)
Other financial results, net	(22,294)	4,021	(53,735)	(56,447)
Income before equity in earnings of non-consolidated companies and income tax	614,397	568,892	1,199,568	1,355,794
Equity in earnings (losses) of non-consolidated companies	32,651	(82,519)	46,686	(34,340)
Income before income tax	647,048	486,373	1,246,254	1,321,454
Income tax	(105,342)	(138,147)	(186,684)	(223,003)
Income for the period	541,706	348,226	1,059,570	1,098,451

Attributable to:
Shareholders’ equity	531,323	335,186	1,038,254	1,072,166
Non-controlling interests	10,383	13,040	21,316	26,285
	541,706	348,226	1,059,570	1,098,451

Consolidated Condensed Interim Statement of Financial Position

(all amounts in thousands of U.S. dollars)	At June 30, 2025		At December 31, 2024
	(Unaudited)
ASSETS
Non-current assets
Property, plant and equipment, net	6,168,254		6,121,471
Intangible assets, net	1,362,262		1,357,749
Right-of-use assets, net	147,197		148,868
Investments in non-consolidated companies	1,575,101		1,543,657
Other investments	1,009,677		1,005,300
Deferred tax assets	835,954		831,298
Receivables, net	152,215	11,250,660	205,602	11,213,945
Current assets
Inventories, net	3,486,537		3,709,942
Receivables and prepayments, net	244,958		179,614
Current tax assets	415,626		332,621
Contract assets	60,182		50,757
Trade receivables, net	1,892,116		1,907,507
Derivative financial instruments	2,676		7,484
Other investments	2,482,514		2,372,999
Cash and cash equivalents	572,289	9,156,898	675,256	9,236,180
Total assets		20,407,558		20,450,125
EQUITY
Shareholders’ equity		16,583,542		16,593,257
Non-controlling interests		211,117		220,578
Total equity		16,794,659		16,813,835
LIABILITIES
Non-current liabilities
Borrowings	4,361		11,399
Lease liabilities	94,170		100,436
Derivative financial instruments	1,552		–
Deferred tax liabilities	472,640		503,941
Other liabilities	296,990		301,751
Provisions	61,746	931,459	82,106	999,633
Current liabilities
Borrowings	319,919		425,999
Lease liabilities	53,917		44,490
Derivative financial instruments	9,254		8,300
Current tax liabilities	298,803		366,292
Other liabilities	792,982		585,775
Provisions	156,387		119,344
Customer advances	139,751		206,196
Trade payables	910,427	2,681,440	880,261	2,636,657
Total liabilities		3,612,899		3,636,290
Total equity and liabilities		20,407,558		20,450,125

Consolidated Condensed Interim Statement of Cash Flows

(all amounts in thousands of U.S. dollars)	Three-month period ended June 30,		Six-month period ended June 30,
	2025	2024	2025	2024
	(Unaudited)		(Unaudited)
Cash flows from operating activities
Income for the period	541,706	348,226	1,059,570	1,098,451
Adjustments for:
Depreciation and amortization	150,002	138,509	296,408	313,951
Bargain purchase gain	–	(2,211)	–	(2,211)
Provision for the ongoing litigation related to the acquisition of participation in Usiminas	8,650	170,610	18,527	170,610
Income tax accruals less payments	(36,660)	(84,340)	(90,793)	(113,562)
Equity in earnings (losses) of non-consolidated companies	(32,651)	82,519	(46,686)	34,340
Interest accruals less payments, net	(4,616)	(14,573)	(13,039)	(2,635)
Changes in provisions	628	(6,277)	(1,765)	(4,732)
Changes in working capital	26,499	285,066	250,316	275,518
Others, including net foreign exchange	19,589	17,672	21,609	52,448
Net cash provided by operating activities	673,147	935,201	1,494,147	1,822,178

Cash flows from investing activities
Capital expenditures	(135,454)	(161,318)	(309,292)	(333,415)
Changes in advances to suppliers of property, plant and equipment	(18,769)	(13,467)	(5,853)	(10,515)
Cash decrease due to deconsolidation of subsidiaries	(1,848)	–	(1,848)	–
Acquisition of subsidiaries, net of cash acquired	–	25,946	–	25,946
Loan to joint ventures	–	(1,391)	(1,359)	(2,745)
Proceeds from disposal of property, plant and equipment and intangible assets	56,829	723	57,729	6,135
Dividends received from non-consolidated companies	41,348	53,136	41,348	53,136
Changes in investments in securities	94,299	(277,085)	(131,337)	(1,036,752)
Net cash used in investing activities	36,405	(373,456)	(350,612)	(1,298,210)

Cash flows from financing activities
Dividends paid	(600,317)	(458,556)	(600,317)	(458,556)
Dividends paid to non-controlling interest in subsidiaries	(27,264)	–	(27,264)	–
Changes in non-controlling interests	–	(5)	–	1,115
Acquisition of treasury shares	(236,744)	(492,322)	(473,932)	(803,386)
Payments of lease liabilities	(15,392)	(16,614)	(30,047)	(33,382)
Proceeds from borrowings	128,874	365,149	476,443	1,195,096
Repayments of borrowings	(145,831)	(418,521)	(574,956)	(1,172,599)
Net cash used in financing activities	(896,674)	(1,020,869)	(1,230,073)	(1,271,712)

Decrease in cash and cash equivalents	(187,122)	(459,124)	(86,538)	(747,744)

Movement in cash and cash equivalents
At the beginning of the period	758,952	1,323,056	660,798	1,616,597
Effect of exchange rate changes	(338)	(15,237)	(2,768)	(20,158)
Decrease in cash and cash equivalents	(187,122)	(459,124)	(86,538)	(747,744)
At June 30,	571,492	848,695	571,492	848,695

Exhibit I – Alternative performance measures

Alternative performance measures should be considered in addition to, not as substitute for or superior to, other measures of financial performance prepared in accordance with IFRS.

EBITDA, Earnings before interest, tax, depreciation and amortization.

EBITDA provides an analysis of the operating results excluding depreciation and amortization and impairments, as they are recurring non-cash variables which can vary substantially from company to company depending on accounting policies and the accounting value of the assets. EBITDA is an approximation to pre-tax operating cash flow and reflects cash generation before working capital variation. EBITDA is widely used by investors when evaluating businesses (multiples valuation), as well as by rating agencies and creditors to evaluate the level of debt, comparing EBITDA with net debt.

EBITDA is calculated in the following manner:

EBITDA = Net income for the period + Income tax charges +/- Equity in Earnings (losses) of non-consolidated companies +/- Financial results + Depreciation and amortization +/- Impairment charges/(reversals).

EBITDA is a non-IFRS alternative performance measure.

(all amounts in thousands of U.S. dollars)	Three-month period ended June 30,		Six-month period ended June 30,
	2025	2024	2025	2024
Income for the period	541,706	348,226	1,059,570	1,098,451
Income tax charge	105,342	138,147	186,684	223,003
Equity in earnings (losses) of non-consolidated companies	(32,651)	82,519	(46,686)	34,340
Financial Results	(31,663)	(57,183)	(66,921)	(32,421)
Depreciation and amortization	150,002	138,509	296,408	313,951
EBITDA	732,736	650,218	1,429,055	1,637,324

Free Cash Flow

Free cash flow is a measure of financial performance, calculated as operating cash flow less capital expenditures. FCF represents the cash that a company is able to generate after spending the money required to maintain or expand its asset base.

Free cash flow is calculated in the following manner:

Free cash flow = Net cash (used in) provided by operating activities – Capital expenditures.

Free cash flow is a non-IFRS alternative performance measure.

(all amounts in thousands of U.S. dollars)	Three-month period ended June 30,		Six-month period ended June 30,
	2025	2024	2025	2024
Net cash provided by operating activities	673,147	935,201	1,494,147	1,822,178
Capital expenditures	(135,454)	(161,318)	(309,292)	(333,415)
Free cash flow	537,693	773,883	1,184,855	1,488,763

Net Cash / (Debt)

This is the net balance of cash and cash equivalents, other current investments and fixed income investments held to maturity less total borrowings. It provides a summary of the financial solvency and liquidity of the company. Net cash / (debt) is widely used by investors and rating agencies and creditors to assess the company’s leverage, financial strength, flexibility and risks.

Net cash/ debt is calculated in the following manner:

Net cash = Cash and cash equivalents + Other investments (Current and Non-Current)+/- Derivatives hedging borrowings and investments – Borrowings (Current and Non-Current).

Net cash/debt is a non-IFRS alternative performance measure.

(all amounts in thousands of U.S. dollars)	At June 30,
	2025	2024
Cash and cash equivalents	572,289	850,236
Other current investments	2,482,514	2,452,375
Non-current investments	1,002,523	1,120,834
Derivatives hedging borrowings and investments	(3,698)	–
Current borrowings	(319,919)	(559,517)
Non-current borrowings	(4,361)	(21,386)
Net cash / (debt)	3,729,348	3,842,542

Operating working capital days

Operating working capital is the difference between the main operating components of current assets and current liabilities. Operating working capital is a measure of a company’s operational efficiency, and short-term financial health.

Operating working capital days is calculated in the following manner:

Operating working capital days = [(Inventories + Trade receivables – Trade payables – Customer advances) / Annualized quarterly sales ] x 365.

Operating working capital days is a non-IFRS alternative performance measure.

(all amounts in thousands of U.S. dollars)	At June 30,
	2025	2024
Inventories	3,486,537	3,834,623
Trade receivables	1,892,116	2,185,425
Customer advances	(139,751)	(298,158)
Trade payables	(910,427)	(1,020,453)
Operating working capital	4,328,475	4,701,437
Annualized quarterly sales	12,342,688	13,286,708
Operating working capital days	128	129

Giovanni Sardagna
Tenaris
1-888-300-5432
www.tenaris.com

The MIL Network –

July 31, 2025

MIL-OSI: National Fuel Reports Third Quarter Fiscal 2025 Earnings and Announces Preliminary Guidance for Fiscal 2026

Source: GlobeNewswire (MIL-OSI)

WILLIAMSVILLE, N.Y., July 30, 2025 (GLOBE NEWSWIRE) — National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE:NFG) today announced consolidated results for the third quarter of its 2025 fiscal year.

FISCAL 2025 THIRD QUARTER SUMMARY

GAAP earnings per share of $1.64 compared to a net loss $0.59 per share in the prior year.
Adjusted earnings per share of $1.64 increased 66% compared to $0.99 per share in the prior year. See non-GAAP reconciliation on page 2.
Exploration and Production adjusted operating results of $0.95 per share increased 157% versus the prior year, driven by lower per unit operating costs, higher realized natural gas prices, and strong well performance in the Eastern Development Area (“EDA”), which contributed to 112 Bcf of natural gas production, up 16% versus the prior year’s third quarter.
The Pipeline and Storage segment achieved several development milestones for expansion projects during the quarter with the announcement of the Shippingport Lateral Project and the receipt of FERC approval for the Tioga Pathway Project, which remains on track for a late calendar 2026 in-service date.
The Company generated $196 million in net cash provided by operating activities less net cash used in investing activities during the third quarter.
The Company is revising the midpoint of its fiscal 2025 adjusted earnings per share guidance to a range of $6.80 to $6.95 per share and is initiating its fiscal 2026 preliminary earnings guidance which, based upon a NYMEX price of $4.00, is expected to increase 20% from fiscal 2025 (see Guidance Summary on page 7).

MANAGEMENT COMMENTARY

David P. Bauer, President and Chief Executive Officer of National Fuel Gas Company, stated: “National Fuel’s excellent third quarter reflects ongoing success across the Company. Our integrated upstream and gathering operations saw record production and throughput during the quarter and a continued improvement in capital efficiency, while our regulated Utility and Pipeline & Storage segments continue to see an uplift in earnings from recent ratemaking activities and organic investment opportunities.

“As we look forward to fiscal 2026, we expect to see significant earnings growth versus the prior year. This highlights the momentum in each of our businesses and the overall positive long-term outlook for natural gas. Strong well results in the EDA continue to confirm the depth of our best-in-class inventory and operational excellence in Northeast Pennsylvania, and underpin our mid-single-digit production growth expectations in the coming years. In addition, we have line of sight to further growth in our regulated businesses, supporting our 5% to 7% average annual rate base growth projections. Taken together, along with the broader tailwinds from growing demand for natural gas, National Fuel is well positioned to create meaningful value for shareholders in the years to come.”

RETURN OF CAPITAL UPDATE

During the quarter, National Fuel announced that its Board of Directors approved a 4% increase in the Company’s dividend for an annual rate of $2.14 per share. This is our 55^th consecutive year of dividend increases and the 123^rd year of consecutive dividend payments, demonstrating the Company’s commitment to returning cash to shareholders.

With respect to the Company’s share repurchase program, since March 2024, the Company repurchased approximately 2 million shares at an average weighted price of $59.70 per share. Consistent with our disciplined approach to capital allocation, which balances growth with return of capital to shareholders, during the quarter the Company paused repurchases as it evaluated various growth opportunities, preserving balance sheet flexibility.

RECONCILIATION OF GAAP EARNINGS TO ADJUSTED OPERATING RESULTS

	Three Months Ended June 30,
	(Thousands)						(Per Share)
		2025			2024			2025		2024
Reported GAAP Earnings	$	149,818		$	(54,158	)	$	1.64	$	(0.59	)
Items impacting comparability:
Impairment of assets (E&P)		—			200,696			0.00		2.18
Tax impact of impairment of assets		—			(55,686	)		0.00		(0.60	)
Other (refer to Segment results for details)		(615	)		873			—		—
Adjusted Operating Results	$	149,203		$	91,725		$	1.64	$	0.99

FISCAL 2025 GUIDANCE UPDATE

National Fuel is revising its adjusted earnings per share guidance for fiscal 2025 to a range of $6.80 to $6.95. This updated range incorporates our third quarter results as well as lower expected realized natural gas prices for the remaining three months, which is largely offset by expected higher production and lower unit costs in the Exploration and Production segment. The Company is assuming an average NYMEX natural gas price of $3.25 per MMBtu for the remaining three months of fiscal 2025, which approximates the current NYMEX forward curve at this time.

The Company’s other fiscal 2025 guidance assumptions are detailed in the table on page 7.

INITIATION OF FISCAL 2026 PRELIMINARY GUIDANCE

The Company is initiating preliminary earnings guidance for fiscal 2026 which it is providing at various NYMEX prices:

NYMEX Assumption ($/MMBtu)	Fiscal 2026 Adjusted Earnings Per Share Sensitivities
$3.00	$6.35 – $6.85
$4.00	$8.00 – $8.50
$5.00	$9.75 – $10.25

2026 OUTLOOK

Seneca’s ongoing trend of improving capital efficiency is projected to continue in fiscal 2026 with capital expenditures expected to decrease by $20 million, or 4% at the midpoint, while production is expected to increase to a range of 440 to 455 Bcf, an increase of 6% at the midpoint.
Regulated segment earnings are expected to increase as a result of ongoing modernization investments which are supported by recent ratemaking efforts, driven by Distribution’s three-year New York rate settlement that continues through fiscal 2027 and additional margin related to the Pennsylvania modernization tracker, or DSIC (Distribution System Improvement Charge).
Combined Utility and Pipeline & Storage segment capital expenditures are expected to range between $395 and $455 million, an increase of $110 million from fiscal 2025 at midpoint of guidance, with continued investment in our longstanding modernization programs, as well as significant expansion-related spending on the Tioga Pathway and Shippingport Lateral projects driving meaningful rate base growth.

Additional details on the Company’s updated forecast assumptions and business segment guidance for fiscal 2026 are outlined in the table on page 7.

DISCUSSION OF THIRD QUARTER RESULTS BY SEGMENT

The following earnings discussion of each operating segment for the quarter ended June 30, 2025 is summarized in a tabular form on pages 8 and 9 of this report (earnings drivers for the nine months ended June 30, 2025 are summarized on pages 10 and 11). It may be helpful to refer to those tables while reviewing this discussion.

Note that management defines adjusted operating results as reported GAAP earnings adjusted for items impacting comparability, and adjusted EBITDA as reported GAAP earnings before the following items: interest expense, income taxes, depreciation, depletion and amortization, other income and deductions, impairments, and other items reflected in operating income that impact comparability.

Upstream Business

Exploration and Production Segment

The Exploration and Production segment operations are carried out by Seneca Resources Company, LLC (“Seneca”). Seneca explores for, develops and produces primarily natural gas reserves in Pennsylvania.

	Three Months Ended
	June 30,
(in thousands)		2025			2024		Variance
GAAP Earnings	$	86,671		$	(112,028	)	$	198,699
Impairment of assets		—			200,696			(200,696	)
Tax impact of impairment of assets		—			(55,686	)		55,686
Unrealized (gain) loss on derivative asset (2022 CA asset sale)		45			1,186			(1,141	)
Tax impact of unrealized (gain) loss on derivative asset		(12	)		(325	)		313
Adjusted Operating Results	$	86,704		$	33,843		$	52,861

Adjusted EBITDA	$	202,488		$	128,535		$	73,953

Seneca’s third quarter GAAP earnings increased $198.7 million versus the prior year. GAAP earnings in the prior year included a non-cash, pre-tax ceiling test impairment of $200.7 million ($145.0 million after-tax) to write-down the carrying value of Seneca’s reserves under the full cost method of accounting. GAAP earnings also included the impact of unrealized losses related to reductions in the fair value of contingent consideration received in connection with the June 2022 divestiture of Seneca’s California assets.

Excluding items impacting comparability, Seneca’s adjusted operating results in the third quarter increased $52.9 million primarily due to higher realized natural gas prices and production, as well as lower per unit operating expenses.

During the third quarter, Seneca produced a Company record 112 Bcf of natural gas, an increase of 15 Bcf, or 16%, from the prior year. Two highly prolific Utica pads turned in line this year in the EDA’s Tioga County were the main drivers behind this increase in production.

Seneca’s weighted average realized natural gas price, after the impact of hedging and transportation costs, was $2.71 per Mcf, an increase of $0.43 per Mcf from the prior year. This increase was primarily due to higher NYMEX prices and higher spot prices at local sales points in Pennsylvania.

	Three Months Ended
	June 30,
(Cost per Mcf)		2025		2024	Variance
Lease Operating and Transportation Expense (“LOE”)	$	0.66	$	0.69	$	(0.03	)
General and Administrative Expense (“G&A”)	$	0.17	$	0.19	$	(0.02	)
Taxes and Other	$	0.08	$	0.08	$	—
Total Cash Operating Costs	$	0.91	$	0.96	$	(0.05	)
Depreciation, Depletion and Amortization Expense (“DD&A”)	$	0.62	$	0.71	$	(0.09	)
Total Operating Costs	$	1.53	$	1.67	$	(0.14	)

On a per unit basis, third quarter total cash operating costs were lower compared to the prior year, primarily due to higher production. LOE included $61 million ($0.55 per Mcf), or 83% of total LOE, for gathering and compression service fees paid to the Company’s Gathering segment to connect Seneca’s production to sales points along interstate pipelines. DD&A for the quarter was $0.62 per Mcf, a decrease of $0.09 per Mcf from the prior year, largely due to ceiling test impairments recorded in prior quarters that lowered Seneca’s full cost pool depletable base.

Midstream Businesses

Pipeline and Storage Segment

The Pipeline and Storage segment’s operations are carried out by National Fuel Gas Supply Corporation (“Supply Corporation”) and Empire Pipeline, Inc. (“Empire”). The Pipeline and Storage segment provides natural gas transportation and storage services to affiliated and non-affiliated companies through an integrated system of pipelines and underground natural gas storage fields in western New York and Pennsylvania.

	Three Months Ended
	June 30,
(in thousands)		2025		2024	Variance
GAAP Earnings	$	28,857	$	30,690	$	(1,833	)

Adjusted EBITDA	$	67,019	$	68,221	$	(1,202	)

The Pipeline and Storage segment’s third quarter GAAP earnings decreased $1.8 million versus the prior year primarily due to higher Operations and Maintenance (“O&M”) expense. The increase in O&M expense was due largely to typical inflationary increases related to higher personnel costs and third-party contractors.

Gathering Segment

The Gathering segment’s operations are carried out by National Fuel Gas Midstream Company, LLC’s limited liability companies. The Gathering segment constructs, owns and operates natural gas gathering pipelines and compression facilities in the Appalachian region, which delivers Seneca and other non-affiliated Appalachian production to the interstate pipeline system.

	Three Months Ended
	June 30,
(in thousands)		2025		2024	Variance
GAAP Earnings	$	29,996	$	24,979	$	5,017

Adjusted EBITDA	$	55,923	$	47,631	$	8,292

The Gathering segment’s third quarter GAAP earnings increased $5.0 million versus the prior year primarily due to higher operating revenues, which increased $7.8 million, or 13%, primarily due to an increase in throughput from Seneca’s new wells located in Tioga County.

Downstream Business

Utility Segment

The Utility segment operations are carried out by National Fuel Gas Distribution Corporation (“Distribution Corporation”), which sells or transports natural gas to customers located in western New York and northwestern Pennsylvania.

	Three Months Ended
	June 30,
(in thousands)		2025		2024	Variance
GAAP Earnings	$	4,997	$	2,559	$	2,438

Adjusted EBITDA	$	25,743	$	21,047	$	4,696

The Utility segment’s third quarter GAAP earnings increased $2.4 million, or 95%, primarily as a result of new rates approved in the Utility’s New York rate case settlement, which became effective October 1, 2024, partially offset by higher operating costs and interest expense.

For the quarter, customer margin (operating revenues less purchased gas sold) increased $8.4 million, primarily due to an increase in customer usage, due in part to colder weather, as well as an increase in rates as part of the New York rate case settlement. Other income increased $4.0 million, largely due to the New York rate settlement, which required the recognition of non-service pension and post-retirement benefit income and a corresponding reduction in new base rates, resulting in no effect on net income.

O&M expense increased $2.7 million primarily driven by higher personnel costs, partially offset by a reduction in uncollectible expenses as a result of a tracker implemented as part of the New York rate case settlement. DD&A expense increased by $1.6 million primarily due to higher average depreciable plant in service compared to the prior year. Further, interest expense increased $2.5 million primarily due to a higher average amount of net borrowings.

Corporate and All Other

The Company’s operations that are included in Corporate and All Other generated a combined net loss of $0.7 million, which was largely consistent with the prior year.

EARNINGS TELECONFERENCE

A conference call to discuss the results will be held on Thursday, July 31, 2025, at 9 a.m. ET. All participants must pre-register to join this conference using the Participant Registration link. A webcast link to the conference call will be provided under the Events Calendar on the NFG Investor Relations website at investor.nationalfuelgas.com. A replay will be available following the call through the end of the day, Thursday, August 7, 2025. To access the replay, dial 1-866-813-9403 and provide Access Code 592578.

National Fuel is an integrated energy company reporting financial results for four operating segments: Exploration and Production, Pipeline and Storage, Gathering, and Utility. Additional information about National Fuel is available at www.nationalfuel.com.

Certain statements contained herein, including statements identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will,” “may” and similar expressions, and statements which are other than statements of historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company’s expectations, beliefs and projections contained herein are expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that such expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: changes in laws, regulations or judicial interpretations to which the Company is subject, including those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and production activities such as hydraulic fracturing; governmental/regulatory actions, initiatives and proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design, retained natural gas and system modernization), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal; changes in economic conditions, including the imposition of additional tariffs on U.S. imports and related retaliatory tariffs, inflationary pressures, supply chain issues, liquidity challenges, and global, national or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services; the Company’s ability to estimate accurately the time and resources necessary to meet emissions targets; governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; impairments under the SEC’s full cost ceiling test for natural gas reserves; changes in the price of natural gas; the creditworthiness or performance of the Company’s key suppliers, customers and counterparties; financial and economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures and other investments, including any downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions; the Company’s ability to complete strategic transactions; changes in price differentials between similar quantities of natural gas sold at different geographic locations, and the effect of such changes on commodity production, revenues and demand for pipeline transportation capacity to or from such locations; the impact of information technology disruptions, cybersecurity or data security breaches, including the impact of issues that may arise from the use of artificial intelligence technologies; factors affecting the Company’s ability to successfully identify, drill for and produce economically viable natural gas reserves, including among others geology, lease availability and costs, title disputes, weather conditions, water availability and disposal or recycling opportunities of used water, shortages, delays or unavailability of equipment and services required in drilling operations, insufficient gathering, processing and transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations; increased costs or delays or changes in plans with respect to Company projects or related projects of other companies, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; other changes in price differentials between similar quantities of natural gas having different quality, heating value, hydrocarbon mix or delivery date; the cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company; negotiations with the collective bargaining units representing the Company’s workforce, including potential work stoppages during negotiations; uncertainty of natural gas reserve estimates; significant differences between the Company’s projected and actual production levels for natural gas; changes in demographic patterns and weather conditions (including those related to climate change); changes in the availability, price or accounting treatment of derivative financial instruments; changes in laws, actuarial assumptions, the interest rate environment and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities or acts of war, as well as economic and operational disruptions due to third-party outages; significant differences between the Company’s projected and actual capital expenditures and operating expenses; or increasing costs of insurance, changes in coverage and the ability to obtain insurance. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date thereof.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES

GUIDANCE SUMMARY

As discussed on page 2, the Company is revising its adjusted earnings per share guidance for fiscal 2025. Additional details on the Company’s forecast assumptions and business segment guidance are outlined in the table below.

The revised adjusted earnings per share guidance range excludes certain items that impacted the comparability of adjusted operating results during the nine months ended June 30, 2025, including: (1) the after tax impairment of assets, which reduced earnings by $1.14 per share; (2) after-tax premiums paid on early redemptions of debt, which reduced earnings by $0.02 per share; (3) after-tax unrealized losses on a derivative asset, which reduced earnings by $0.01 per share; and (4) after-tax unrealized losses on other investments, which reduced earnings by $0.02 per share. While the Company expects to record certain adjustments to unrealized gain or loss on investments during the remaining three months ending September 30, 2025, the amounts of these and other potential adjustments are not reasonably determinable at this time. As such, the Company is unable to provide earnings guidance other than on a non-GAAP basis.

	Updated FY 2025 Guidance	Preliminary FY 2026 Guidance

Consolidated Adjusted Earnings per Share	$6.80 to $6.95	See sensitivity table on p.2
Consolidated Effective Tax Rate	~ 25.5%	~ 25.5%

Capital Expenditures (Millions)
Exploration and Production	$500 – $510	$470 – $500
Pipeline and Storage	$120 – $140	$210 – $250
Gathering	$95 – $110	$90 – $110
Utility	$175 – $195	$185 – $205
Consolidated Capital Expenditures	$890 – $955	$955 – $1,065

Exploration and Production Segment Guidance

Commodity Price Assumptions	(remaining three months)
NYMEX natural gas price (per MMBtu)	$3.25	$3.00 / $4.00 / $5.00
Appalachian basin spot price (per MMBtu)	$2.50	$2.30 / $3.10 / $3.90

Production (Bcf)	420 to 425	440 to 455

E&P Operating Costs ($/Mcf)
LOE	$0.67 – $0.68	$0.67 – $0.68
G&A	~$0.18	~$0.18
DD&A	$0.63 – $0.65	$0.65 – $0.69

Other Business Segment Guidance (Millions)
Gathering Segment Revenues	$255 – $260	$245 – $255
Pipeline and Storage Segment Revenues	$420 – $430	$415 – $430

Utility Segment Guidance (Millions)
Customer Margin*	$450 – $460	$470 – $490
O&M Expense	$240 – $245	$250 – $260
Non-Service Pension & OPEB Income	$23 – $27	$23 – $27
^{* Customer Margin is defined as Operating Revenues less Purchased Gas Expense.}

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS
QUARTER ENDED JUNE 30, 2025
(Unaudited)

	Upstream			Midstream						Downstream

	Exploration &			Pipeline &									Corporate /
(Thousands of Dollars)	Production			Storage			Gathering			Utility			All Other			Consolidated*

Third quarter 2024 GAAP earnings	$	(112,028	)	$	30,690		$	24,979		$	2,559		$	(358	)	$	(54,158	)
Items impacting comparability:
Impairment of assets		200,696															200,696
Tax impact of impairment of assets		(55,686	)														(55,686	)
Unrealized (gain) loss on derivative asset		1,186															1,186
Tax impact of unrealized (gain) loss on derivative asset		(325	)														(325	)
Unrealized (gain) loss on other investments														15			15
Tax impact of unrealized (gain) loss on other investments														(3	)		(3	)
Third quarter 2024 adjusted operating results		33,843			30,690			24,979			2,559			(346	)		91,725
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production		27,144															27,144
Higher (lower) realized natural gas prices, after hedging		38,281															38,281
Midstream Revenues
Higher (lower) operating revenues								6,125									6,125
Downstream Margins***
Impact of usage and weather											2,738						2,738
Impact of new rates in New York											2,788						2,788
Regulatory revenue adjustments											670						670
Operating Expenses
Lower (higher) lease operating and transportation expenses		(5,747	)														(5,747	)
Lower (higher) operating expenses					(1,687	)					(2,126	)		(1,463	)		(5,276	)
Lower (higher) property, franchise and other taxes		(1,636	)														(1,636	)
Lower (higher) depreciation / depletion								(882	)		(1,242	)					(2,124	)
Other Income (Expense)
Higher (lower) other income		(531	)		(1,238	)					3,169			1,352			2,752
(Higher) lower interest expense		589			510						(2,007	)		(1,616	)		(2,524	)
Income Taxes
Lower (higher) income tax expense / effective tax rate		(5,564	)		(39	)		(178	)		(1,190	)		710			(6,261	)

All other / rounding		325			621			(48	)		(362	)		12			548
Third quarter 2025 adjusted operating results		86,704			28,857			29,996			4,997			(1,351	)		149,203
Items impacting comparability:
Unrealized gain (loss) on derivative asset		(45	)														(45	)
Tax impact of unrealized gain (loss) on derivative asset		12															12
Unrealized gain (loss) on other investments														820			820
Tax impact of unrealized gain (loss) on other investments														(172	)		(172	)
Third quarter 2025 GAAP earnings	$	86,671		$	28,857		$	29,996		$	4,997		$	(703	)	$	149,818

^{* Amounts do not reflect intercompany eliminations.}
^{** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate.}
^{*** Downstream margin defined as operating revenues less purchased gas expense.}

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS PER SHARE
QUARTER ENDED JUNE 30, 2025
(Unaudited)

	Upstream			Midstream						Downstream

	Exploration &			Pipeline &									Corporate /
	Production			Storage			Gathering			Utility			All Other			Consolidated*

Third quarter 2024 GAAP earnings per share	$	(1.22	)	$	0.33		$	0.27		$	0.03		$	—		$	(0.59	)
Items impacting comparability:
Impairment of assets, net of tax		1.58															1.58
Unrealized (gain) loss on derivative asset, net of tax		0.01															0.01
Unrealized (gain) loss on other investments, net of tax														—			—
Rounding														(0.01	)		(0.01	)
Third quarter 2024 adjusted operating results per share		0.37			0.33			0.27			0.03			(0.01	)		0.99
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production		0.30															0.30
Higher (lower) realized natural gas prices, after hedging		0.42															0.42
Midstream Revenues
Higher (lower) operating revenues								0.07									0.07
Downstream Margins***
Impact of usage and weather											0.03						0.03
Impact of new rates in New York											0.03						0.03
Regulatory revenue adjustments											0.01						0.01
Operating Expenses
Lower (higher) lease operating and transportation expenses		(0.06	)														(0.06	)
Lower (higher) operating expenses					(0.02	)					(0.02	)		(0.02	)		(0.06	)
Lower (higher) property, franchise and other taxes		(0.02	)														(0.02	)
Lower (higher) depreciation / depletion								(0.01	)		(0.01	)					(0.02	)
Other Income (Expense)
Higher (lower) other income		(0.01	)		(0.01	)					0.03			0.01			0.02
(Higher) lower interest expense		0.01			0.01						(0.02	)		(0.02	)		(0.02	)
Income Taxes
Lower (higher) income tax expense / effective tax rate		(0.06	)		—			—			(0.01	)		0.01			(0.06	)

All other / rounding		—			0.01			—			(0.02	)		0.02			0.01
Third quarter 2025 adjusted operating results per share		0.95			0.32			0.33			0.05			(0.01	)		1.64
Items impacting comparability:
Unrealized gain (loss) on derivative asset, net of tax		—															—
Unrealized gain (loss) on other investments, net of tax														0.01			0.01
Rounding														(0.01	)		(0.01	)
Third quarter 2025 GAAP earnings per share	$	0.95		$	0.32		$	0.33		$	0.05		$	(0.01	)	$	1.64

^{* Amounts do not reflect intercompany eliminations.}
^{** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate.}
^{*** Downstream margin defined as operating revenues less purchased gas expense.}

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS
NINE MONTHS ENDED JUNE 30, 2025
(Unaudited)

	Upstream			Midstream						Downstream

	Exploration &			Pipeline &									Corporate /
(Thousands of Dollars)	Production			Storage			Gathering			Utility			All Other			Consolidated*
Nine months ended June 30, 2024 GAAP earnings	$	2,521		$	85,482		$	82,510		$	73,848		$	773		$	245,134
Items impacting comparability:
Impairment of assets		200,696															200,696
Tax impact of impairment of assets		(55,686	)														(55,686	)
Unrealized (gain) loss on derivative asset		4,848															4,848
Tax impact of unrealized (gain) loss on derivative asset		(1,330	)														(1,330	)
Unrealized (gain) loss on other investments														(1,803	)		(1,803	)
Tax impact of unrealized (gain) loss on other investments														379			379
Nine months ended June 30, 2024 adjusted operating results		151,049			85,482			82,510			73,848			(651	)		392,238
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production		28,414															28,414
Higher (lower) realized natural gas prices, after hedging		70,158															70,158
Midstream Revenues
Higher (lower) operating revenues					12,241			5,793									18,034
Downstream Margins***
Impact of usage and weather											5,423						5,423
Impact of new rates in New York											25,230						25,230
Higher (lower) other operating revenues											(1,400	)					(1,400	)
Operating Expenses
Lower (higher) lease operating and transportation expenses		(5,810	)														(5,810	)
Lower (higher) operating expenses		(1,490	)		(3,790	)		(751	)		(6,700	)		(1,740	)		(14,471	)
Lower (higher) property, franchise and other taxes		(2,381	)														(2,381	)
Lower (higher) depreciation / depletion		13,760						(2,684	)		(2,551	)					8,525
Other Income (Expense)
Higher (lower) other income		(2,420	)		(1,840	)					14,888			3,653			14,281
(Higher) lower interest expense					838			(1,648	)		(5,686	)		(4,780	)		(11,276	)
Income Taxes
Lower (higher) income tax expense / effective tax rate		(7,902	)		(286	)		727			(2,318	)		755			(9,024	)

All other / rounding		555			374			234			306			67			1,536
Nine months ended June 30, 2025 adjusted operating results		243,933			93,019			84,181			101,040			(2,696	)		519,477
Items impacting comparability:
Impairment of assets		(141,802	)														(141,802	)
Tax impact of impairment of assets		37,169															37,169
Premiums paid on early redemption of debt		(1,430	)					(955	)								(2,385	)
Tax impact of premiums paid on early redemption of debt		385						257									642
Unrealized gain (loss) on derivative asset		(729	)														(729	)
Tax impact of unrealized gain (loss) on derivative asset		196															196
Unrealized gain (loss) on other investments														(1,780	)		(1,780	)
Tax impact of unrealized gain (loss) on other investments														374			374
Nine months ended June 30, 2025 GAAP earnings	$	137,722		$	93,019		$	83,483		$	101,040		$	(4,102	)	$	411,162

^{* Amounts do not reflect intercompany eliminations.}
^{** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate.}
^{*** Downstream margin defined as operating revenues less purchased gas expense.}

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS PER SHARE
NINE MONTHS ENDED JUNE 30, 2025
(Unaudited)

	Upstream			Midstream						Downstream

	Exploration &			Pipeline &									Corporate /
	Production			Storage			Gathering			Utility			All Other			Consolidated*
Nine months ended June 30, 2024 GAAP earnings per share	$	0.03		$	0.92		$	0.89		$	0.80		$	0.01		$	2.65
Items impacting comparability:
Impairment of assets, net of tax		1.57															1.57
Unrealized (gain) loss on derivative asset, net of tax		0.04															0.04
Unrealized (gain) loss on other investments, net of tax														(0.02	)		(0.02	)
Rounding		(0.01	)											0.01			—
Nine months ended June 30, 2024 adjusted operating results per share		1.63			0.92			0.89			0.80			—			4.24
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production		0.31															0.31
Higher (lower) realized natural gas prices, after hedging		0.77															0.77
Midstream Revenues
Higher (lower) operating revenues					0.13			0.06									0.19
Downstream Margins***
Impact of usage and weather											0.06						0.06
Impact of new rates in New York											0.28						0.28
Higher (lower) other operating revenues											0.01						0.01
Operating Expenses
Lower (higher) lease operating and transportation expenses		(0.06	)														(0.06	)
Lower (higher) operating expenses		(0.02	)		(0.04	)		(0.01	)		(0.07	)		(0.02	)		(0.16	)
Lower (higher) property, franchise and other taxes		(0.03	)														(0.03	)
Lower (higher) depreciation / depletion		0.15						(0.03	)		(0.03	)					0.09
Other Income (Expense)
Higher (lower) other income		(0.03	)		(0.02	)					0.16			0.04			0.15
(Higher) lower interest expense					0.01			(0.02	)		(0.06	)		(0.05	)		(0.12	)
Income Taxes
Lower (higher) income tax expense / effective tax rate		(0.09	)		—			0.01			(0.03	)		0.01			(0.10	)

Impact of reduction in shares		0.03			0.01			0.01			0.01			—			0.06
All other / rounding		0.01			0.01			0.01			(0.02	)		(0.01	)		—
Nine months ended June 30, 2025 adjusted operating results per share		2.67			1.02			0.92			1.11			(0.03	)		5.69
Items impacting comparability:
Impairment of assets, net of tax		(1.14	)														(1.14	)
Premiums paid on early redemption of debt, net of tax		(0.01	)					(0.01	)								(0.02	)
Unrealized gain (loss) on derivative asset, net of tax		(0.01	)														(0.01	)
Unrealized gain (loss) on other investments, net of tax														(0.02	)		(0.02	)
Rounding														0.01			0.01
Nine months ended June 30, 2025 GAAP earnings per share	$	1.51		$	1.02		$	0.91		$	1.11		$	(0.04	)	$	4.51

^{* Amounts do not reflect intercompany eliminations.}
^{** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate.}
^{*** Downstream margin defined as operating revenues less purchased gas expense.}

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES

(Thousands of Dollars, except per share amounts)
	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	(Unaudited)						(Unaudited)
SUMMARY OF OPERATIONS		2025			2024			2025			2024
Operating Revenues:
Utility Revenues	$	157,446		$	124,858		$	729,445		$	616,977
Exploration and Production and Other Revenues		303,883			220,905			864,701			739,537
Pipeline and Storage and Gathering Revenues		70,501			71,679			217,116			216,228
		531,830			417,442			1,811,262			1,572,742
Operating Expenses:
Purchased Gas		27,986			4,952			228,661			167,444
Operation and Maintenance:
Utility		56,053			53,412			174,744			166,405
Exploration and Production and Other		35,272			35,148			103,874			102,768
Pipeline and Storage and Gathering		41,679			40,019			119,982			114,321
Property, Franchise and Other Taxes		24,180			21,201			71,450			66,635
Depreciation, Depletion and Amortization		116,408			113,454			337,055			348,179
Impairment of Assets		—			200,696			141,802			200,696
		301,578			468,882			1,177,568			1,166,448

Operating Income (Loss)		230,252			(51,440	)		633,694			406,294

Other Income (Expense):
Other Income (Deductions)		8,534			3,188			31,486			12,989
Interest Expense on Long-Term Debt		(34,333	)		(32,876	)		(107,356	)		(89,791	)
Other Interest Expense		(3,556	)		(1,341	)		(13,033	)		(14,250	)

Income (Loss) Before Income Taxes		200,897			(82,469	)		544,791			315,242

Income Tax Expense (Benefit)		51,079			(28,311	)		133,629			70,108

Net Income (Loss) Available for Common Stock	$	149,818		$	(54,158	)	$	411,162		$	245,134

Earnings (Loss) Per Common Share
Basic	$	1.66		$	(0.59	)	$	4.54		$	2.67
Diluted	$	1.64		$	(0.59	)	$	4.51		$	2.65

Weighted Average Common Shares:
Used in Basic Calculation		90,358,018			91,874,049			90,546,228			91,966,034
Used in Diluted Calculation		91,139,556			91,874,049			91,247,547			92,467,787

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

	June 30,			September 30,
(Thousands of Dollars)		2025			2024
ASSETS
Property, Plant and Equipment	$	15,044,963		$	14,524,798
Less – Accumulated Depreciation, Depletion and Amortization		7,588,956			7,185,593
Net Property, Plant and Equipment		7,456,007			7,339,205
Current Assets:
Cash and Temporary Cash Investments		39,317			38,222
Receivables – Net		222,515			127,222
Unbilled Revenue		15,347			15,521
Gas Stored Underground		12,810			35,055
Materials and Supplies – at average cost		51,022			47,670
Unrecovered Purchased Gas Costs		2,903			—
Other Current Assets		64,241			92,229
Total Current Assets		408,155			355,919
Other Assets:
Recoverable Future Taxes		90,493			80,084
Unamortized Debt Expense		6,701			5,604
Other Regulatory Assets		124,300			108,022
Deferred Charges		71,426			69,662
Other Investments		73,764			81,705
Goodwill		5,476			5,476
Prepaid Pension and Post-Retirement Benefit Costs		199,286			180,230
Fair Value of Derivative Financial Instruments		2,394			87,905
Other		8,158			5,958
Total Other Assets		581,998			624,646
Total Assets	$	8,446,160		$	8,319,770
CAPITALIZATION AND LIABILITIES
Capitalization:
Comprehensive Shareholders’ Equity
Common Stock, $1 Par Value Authorized – 200,000,000 Shares; Issued and
Outstanding – 90,355,956 Shares and 91,005,993 Shares, Respectively	$	90,356		$	91,006
Paid in Capital		1,047,406			1,045,487
Earnings Reinvested in the Business		1,953,533			1,727,326
Accumulated Other Comprehensive Loss		(115,807	)		(15,476	)
Total Comprehensive Shareholders’ Equity		2,975,488			2,848,343
Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issuance Costs		2,381,852			2,188,243
Total Capitalization		5,357,340			5,036,586
Current and Accrued Liabilities:
Notes Payable to Banks and Commercial Paper		61,500			90,700
Current Portion of Long-Term Debt		300,000			500,000
Accounts Payable		123,131			165,068
Amounts Payable to Customers		24,275			42,720
Dividends Payable		48,340			46,872
Interest Payable on Long-Term Debt		39,060			27,247
Customer Advances		—			19,373
Customer Security Deposits		28,739			36,265
Other Accruals and Current Liabilities		207,179			162,903
Fair Value of Derivative Financial Instruments		57,673			4,744
Total Current and Accrued Liabilities		889,897			1,095,892
Other Liabilities:
Deferred Income Taxes		1,153,427			1,111,165
Taxes Refundable to Customers		297,602			305,645
Cost of Removal Regulatory Liability		302,932			292,477
Other Regulatory Liabilities		137,025			151,452
Other Post-Retirement Liabilities		3,393			3,511
Asset Retirement Obligations		188,305			203,006
Other Liabilities		116,239			120,036
Total Other Liabilities		2,198,923			2,187,292
Commitments and Contingencies		—			—
Total Capitalization and Liabilities	$	8,446,160		$	8,319,770

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine Months Ended
	June 30,
(Thousands of Dollars)		2025			2024

Operating Activities:
Net Income Available for Common Stock	$	411,162		$	245,134
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Impairment of Assets		141,802			200,696
Depreciation, Depletion and Amortization		337,055			348,179
Deferred Income Taxes		60,754			47,212
Premiums Paid on Early Redemption of Debt		2,385			—
Stock-Based Compensation		15,721			15,984
Other		19,296			18,542
Change in:
Receivables and Unbilled Revenue		(95,254	)		5,253
Gas Stored Underground and Materials and Supplies		18,803			18,981
Unrecovered Purchased Gas Costs		(2,903	)		—
Other Current Assets		28,038			17,431
Accounts Payable		1,744			(13,705	)
Amounts Payable to Customers		(18,445	)		3,550
Customer Advances		(19,373	)		(21,003	)
Customer Security Deposits		(7,526	)		7,910
Other Accruals and Current Liabilities		44,283			23,846
Other Assets		(35,348	)		(35,346	)
Other Liabilities		(39,918	)		(14,649	)
Net Cash Provided by Operating Activities	$	862,276		$	868,015

Investing Activities:
Capital Expenditures	$	(627,316	)	$	(684,200	)
Other		9,352			(1,371	)
Net Cash Used in Investing Activities	$	(617,964	)	$	(685,571	)

Financing Activities:
Changes in Notes Payable to Banks and Commercial Paper		(29,200	)		(287,500	)
Shares Repurchased Under Repurchase Plan		(54,430	)		(27,847	)
Reduction of Long-Term Debt		(1,004,086	)		—
Net Proceeds From Issuance of Long-Term Debt		988,731			299,396
Dividends Paid on Common Stock		(140,098	)		(136,610	)
Net Repurchases of Common Stock Under Stock and Benefit Plans		(4,134	)		(3,916	)
Net Cash Used in Financing Activities	$	(243,217	)	$	(156,477	)

Net Increase in Cash and Cash Equivalents		1,095			25,967
Cash and Cash Equivalents at Beginning of Period		38,222			55,447
Cash and Cash Equivalents at June 30	$	39,317		$	81,414

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES

SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)

UPSTREAM BUSINESS

	Three Months Ended									Nine Months Ended
(Thousands of Dollars, except per share amounts)	June 30,									June 30,
EXPLORATION AND PRODUCTION SEGMENT		2025			2024		Variance				2025			2024		Variance
Total Operating Revenues	$	303,883		$	220,905		$	82,978		$	864,701		$	739,537		$	125,164
Operating Expenses:
Operation and Maintenance:
General and Administrative Expense		18,602			18,213			389			56,776			53,170			3,606
Lease Operating and Transportation Expense		73,856			66,581			7,275			210,671			203,317			7,354
All Other Operation and Maintenance Expense		3,816			4,526			(710	)		10,994			12,714			(1,720	)
Property, Franchise and Other Taxes		5,121			3,050			2,071			12,778			9,764			3,014
Depreciation, Depletion and Amortization		68,848			68,778			70			196,773			214,191			(17,418	)
Impairment of Assets		—			200,696			(200,696	)		141,802			200,696			(58,894	)
		170,243			361,844			(191,601	)		629,794			693,852			(64,058	)

Operating Income (Loss)		133,640			(140,939	)		274,579			234,907			45,685			189,222

Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Credit		37			100			(63	)		111			301			(190	)
Interest and Other Income (Deductions)		44			(488	)		532			416			(830	)		1,246
Interest Expense on Long-Term Debt		—			—			—			(1,949	)		—			(1,949	)
Other Interest Expense		(13,925	)		(14,670	)		745			(44,215	)		(45,046	)		831
Income (Loss) Before Income Taxes		119,796			(155,997	)		275,793			189,270			110			189,160
Income Tax Expense (Benefit)		33,125			(43,969	)		77,094			51,548			(2,411	)		53,959
Net Income (Loss)	$	86,671		$	(112,028	)	$	198,699		$	137,722		$	2,521		$	135,201
Net Income (Loss) Per Share (Diluted)	$	0.95		$	(1.22	)	$	2.17		$	1.51		$	0.03		$	1.48

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES

SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)

MIDSTREAM BUSINESSES

	Three Months Ended									Nine Months Ended
(Thousands of Dollars, except per share amounts)	June 30,									June 30,
PIPELINE AND STORAGE SEGMENT		2025			2024		Variance				2025			2024		Variance
Revenues from External Customers	$	67,982		$	68,035		$	(53	)	$	207,916		$	204,071		$	3,845
Intersegment Revenues		37,597			37,384			213			113,849			103,781			10,068
Total Operating Revenues		105,579			105,419			160			321,765			307,852			13,913
Operating Expenses:
Purchased Gas		(164	)		614			(778	)		(42	)		1,540			(1,582	)
Operation and Maintenance		30,264			28,128			2,136			87,940			83,142			4,798
Property, Franchise and Other Taxes		8,460			8,456			4			25,727			25,776			(49	)
Depreciation, Depletion and Amortization		18,601			18,453			148			55,733			56,157			(424	)
		57,161			55,651			1,510			169,358			166,615			2,743

Operating Income		48,418			49,768			(1,350	)		152,407			141,237			11,170

Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Credit		952			1,257			(305	)		2,857			3,772			(915	)
Interest and Other Income		1,111			2,362			(1,251	)		4,945			6,340			(1,395	)
Interest Expense		(11,209	)		(11,855	)		646			(34,637	)		(35,698	)		1,061
Income Before Income Taxes		39,272			41,532			(2,260	)		125,572			115,651			9,921
Income Tax Expense		10,415			10,842			(427	)		32,553			30,169			2,384
Net Income	$	28,857		$	30,690		$	(1,833	)	$	93,019		$	85,482		$	7,537
Net Income Per Share (Diluted)	$	0.32		$	0.33		$	(0.01	)	$	1.02		$	0.92		$	0.10

	Three Months Ended									Nine Months Ended
	June 30,									June 30,
GATHERING SEGMENT		2025			2024		Variance				2025			2024		Variance
Revenues from External Customers	$	2,519		$	3,644		$	(1,125	)	$	9,200		$	12,157		$	(2,957	)
Intersegment Revenues		65,354			56,476			8,878			184,834			174,544			10,290
Total Operating Revenues		67,873			60,120			7,753			194,034			186,701			7,333
Operating Expenses:
Operation and Maintenance		11,929			12,382			(453	)		33,633			32,682			951
Property, Franchise and Other Taxes		21			107			(86	)		(206	)		224			(430	)
Depreciation, Depletion and Amortization		10,848			9,732			1,116			32,197			28,800			3,397
		22,798			22,221			577			65,624			61,706			3,918

Operating Income		45,075			37,899			7,176			128,410			124,995			3,415

Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Credit (Costs)		(1	)		9			(10	)		(1	)		28			(29	)
Interest and Other Income		—			113			(113	)		152			257			(105	)
Interest Expense on Long-Term Debt		—			—			—			(1,334	)		—			(1,334	)
Other Interest Expense		(3,870	)		(3,393	)		(477	)		(12,531	)		(10,824	)		(1,707	)
Income Before Income Taxes		41,204			34,628			6,576			114,696			114,456			240
Income Tax Expense		11,208			9,649			1,559			31,213			31,946			(733	)
Net Income	$	29,996		$	24,979		$	5,017		$	83,483		$	82,510		$	973
Net Income Per Share (Diluted)	$	0.33		$	0.27		$	0.06		$	0.91		$	0.89		$	0.02

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES

SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)

DOWNSTREAM BUSINESS

	Three Months Ended									Nine Months Ended
(Thousands of Dollars, except per share amounts)	June 30,									June 30,
UTILITY SEGMENT		2025			2024		Variance				2025			2024		Variance
Revenues from External Customers	$	157,446		$	124,858		$	32,588		$	729,445		$	616,977		$	112,468
Intersegment Revenues		77			86			(9	)		279			479			(200	)
Total Operating Revenues		157,523			124,944			32,579			729,724			617,456			112,268
Operating Expenses:
Purchased Gas		64,292			40,096			24,196			337,541			264,983			72,558
Operation and Maintenance		57,039			54,349			2,690			177,742			169,261			8,481
Property, Franchise and Other Taxes		10,449			9,452			997			32,761			30,471			2,290
Depreciation, Depletion and Amortization		17,945			16,373			1,572			51,908			48,678			3,230
		149,725			120,270			29,455			599,952			513,393			86,559

Operating Income		7,798			4,674			3,124			129,772			104,063			25,709

Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Credit		5,328			462			4,866			23,498			1,788			21,710
Interest and Other Income		628			1,485			(857	)		1,869			4,735			(2,866	)
Interest Expense		(10,958	)		(8,417	)		(2,541	)		(32,601	)		(25,402	)		(7,199	)
Income (Loss) Before Income Taxes		2,796			(1,796	)		4,592			122,538			85,184			37,354
Income Tax Expense (Benefit)		(2,201	)		(4,355	)		2,154			21,498			11,336			10,162
Net Income	$	4,997		$	2,559		$	2,438		$	101,040		$	73,848		$	27,192
Net Income Per Share (Diluted)	$	0.05		$	0.03		$	0.02		$	1.11		$	0.80		$	0.31

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES

SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)

	Three Months Ended									Nine Months Ended
(Thousands of Dollars, except per share amounts)	June 30,									June 30,
ALL OTHER		2025			2024		Variance				2025			2024		Variance
Total Operating Revenues	$	—		$	—		$	—		$	—		$	—		$	—
Operating Expenses:
Operation and Maintenance		—			—			—			—			—			—
		—			—			—			—			—			—

Operating Income		—			—			—			—			—			—
Other Income (Expense):
Interest and Other Income (Deductions)		(131	)		(65	)		(66	)		(489	)		(184	)		(305	)
Interest Expense		(141	)		(97	)		(44	)		(389	)		(262	)		(127	)
Loss before Income Taxes		(272	)		(162	)		(110	)		(878	)		(446	)		(432	)
Income Tax Benefit		(63	)		(38	)		(25	)		(204	)		(105	)		(99	)
Net Loss	$	(209	)	$	(124	)	$	(85	)	$	(674	)	$	(341	)	$	(333	)
Net Loss Per Share (Diluted)	$	—		$	—		$	—		$	(0.01	)	$	—		$	(0.01	)

	Three Months Ended									Nine Months Ended
	June 30,									June 30,
CORPORATE		2025			2024		Variance				2025			2024		Variance
Revenues from External Customers	$	—		$	—		$	—		$	—		$	—		$	—
Intersegment Revenues		1,341			1,285			56			4,024			3,856			168
Total Operating Revenues		1,341			1,285			56			4,024			3,856			168
Operating Expenses:
Operation and Maintenance		5,725			3,873			1,852			14,992			12,789			2,203
Property, Franchise and Other Taxes		129			136			(7	)		390			400			(10	)
Depreciation, Depletion and Amortization		166			118			48			444			353			91
		6,020			4,127			1,893			15,826			13,542			2,284

Operating Loss		(4,679	)		(2,842	)		(1,837	)		(11,802	)		(9,686	)		(2,116	)
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Costs		(212	)		(386	)		174			(635	)		(1,161	)		526
Interest and Other Income		41,073			39,025			2,048			123,918			120,288			3,630
Interest Expense on Long-Term Debt		(34,333	)		(32,876	)		(1,457	)		(104,073	)		(89,791	)		(14,282	)
Other Interest Expense		(3,748	)		(3,595	)		(153	)		(13,815	)		(19,363	)		5,548
Income (Loss) before Income Taxes		(1,899	)		(674	)		(1,225	)		(6,407	)		287			(6,694	)
Income Tax Benefit		(1,405	)		(440	)		(965	)		(2,979	)		(827	)		(2,152	)
Net Income (Loss)	$	(494	)	$	(234	)	$	(260	)	$	(3,428	)	$	1,114		$	(4,542	)
Net Income (Loss) Per Share (Diluted)	$	(0.01	)	$	—		$	(0.01	)	$	(0.03	)	$	0.01		$	(0.04	)

	Three Months Ended									Nine Months Ended
	June 30,									June 30,
INTERSEGMENT ELIMINATIONS		2025			2024		Variance				2025			2024		Variance
Intersegment Revenues	$	(104,369	)	$	(95,231	)	$	(9,138	)	$	(302,986	)	$	(282,660	)	$	(20,326	)
Operating Expenses:
Purchased Gas		(36,142	)		(35,758	)		(384	)		(108,838	)		(99,079	)		(9,759	)
Operation and Maintenance		(68,227	)		(59,473	)		(8,754	)		(194,148	)		(183,581	)		(10,567	)
		(104,369	)		(95,231	)		(9,138	)		(302,986	)		(282,660	)		(20,326	)
Operating Income		—			—			—			—			—			—
Other Income (Expense):
Interest and Other Deductions		(40,295	)		(40,686	)		391			(125,155	)		(122,345	)		(2,810	)
Interest Expense		40,295			40,686			(391	)		125,155			122,345			2,810
Net Income	$	—		$	—		$	—		$	—		$	—		$	—
Net Income Per Share (Diluted)	$	—		$	—		$	—		$	—		$	—		$	—

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES

SEGMENT INFORMATION (Continued)
(Thousands of Dollars)

	Three Months Ended									Nine Months Ended
	June 30,									June 30,
	(Unaudited)									(Unaudited)
							Increase										Increase
		2025			2024		(Decrease)				2025				2024		(Decrease)

Capital Expenditures:
Exploration and Production	$	123,369	_⁽¹⁾	$	114,679	_⁽³⁾	$	8,690		$	354,355		_{⁽¹⁾⁽²⁾}	$	399,820	_{⁽³⁾⁽⁴⁾}	$	(45,465	)
Pipeline and Storage		22,700	_⁽¹⁾		26,212	_⁽³⁾		(3,512	)		58,117		_{⁽¹⁾⁽²⁾}		68,791	_{⁽³⁾⁽⁴⁾}		(10,674	)
Gathering		26,638	_⁽¹⁾		29,570	_⁽³⁾		(2,932	)		58,164		_{⁽¹⁾⁽²⁾}		69,088	_{⁽³⁾⁽⁴⁾}		(10,924	)
Utility		50,025	_⁽¹⁾		49,257	_⁽³⁾		768			128,322		_{⁽¹⁾⁽²⁾}		117,508	_{⁽³⁾⁽⁴⁾}		10,814
Total Reportable Segments		222,732			219,718			3,014			598,958				655,207			(56,249	)
All Other		—			—			—			—				—			—
Corporate		138			71			67			518				253			265
Eliminations		—			—			—			(3,520	)			—			(3,520	)
Total Capital Expenditures	$	222,870		$	219,789		$	3,081		$	595,956			$	655,460		$	(59,504	)
_{⁽¹⁾ Capital expenditures for the quarter and nine months ended June 30, 2025, include accounts payable and accrued liabilities related to capital expenditures of $61.5 million, $5.7 million, $11.6 million, and $9.8 million in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Utility segment, respectively. These amounts have been excluded from the Consolidated Statement of Cash Flows at June 30, 2025, since they represent non-cash investing activities at that date.}
_{⁽²⁾ Capital expenditures for the nine months ended June 30, 2025, exclude capital expenditures of $63.3 million, $14.4 million, $21.7 million and $20.6 million in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Utility segment, respectively. These amounts were in accounts payable and accrued liabilities at September 30, 2024 and paid during the nine months ended June 30, 2025. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2024, since they represented non-cash investing activities at that date. These amounts have been included in the Consolidated Statement of Cash Flows at June 30, 2025.}
_{⁽³⁾ Capital expenditures for the quarter and nine months ended June 30, 2024, include accounts payable and accrued liabilities related to capital expenditures of $50.9 million, $7.0 million, $14.6 million, and $8.0 million in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Utility segment, respectively. These amounts were excluded from the Consolidated Statement of Cash Flows at June 30, 2024, since they represented non-cash investing activities at that date.}
_{⁽⁴⁾ Capital expenditures for the nine months ended June 30, 2024, exclude capital expenditures of $43.2 million, $31.8 million, $20.6 million and $13.6 million in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Utility segment, respectively. These amounts were in accounts payable and accrued liabilities at September 30, 2023 and paid during the nine months ended June 30, 2024. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2023, since they represented non-cash investing activities at that date. These amounts have been included in the Consolidated Statement of Cash Flows at June 30, 2024.}

DEGREE DAYS
				Percent Colder
				(Warmer) Than:
Three Months Ended June 30,	Normal	2025	2024	Normal ⁽¹⁾		Last Year ⁽¹⁾
Buffalo, NY ⁽²⁾	843	825	565	(2.1	)	46.0
Erie, PA	776	813	519	4.8		56.6

Nine Months Ended June 30,
Buffalo, NY ⁽²⁾	6,195	5,825	5,128	(6.0	)	13.6
Erie, PA	5,693	5,527	4,759	(2.9	)	16.1
_{⁽¹⁾Percents compare actual 2025 degree days to normal degree days and actual 2025 degree days to actual 2024 degree days.}
_{⁽²⁾Normal degree days changed from NOAA 30-year degree days to NOAA 15-year degree days with the implementation of new base rates in New York effective October 2024.}

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES

EXPLORATION AND PRODUCTION INFORMATION

	Three Months Ended							Nine Months Ended
	June 30,							June 30,
					Increase							Increase
		2025		2024	(Decrease)				2025		2024	(Decrease)

Gas Production/Prices:
Production (MMcf)
Appalachia		111,588		96,504		15,084			314,819		300,144		14,675

Average Prices (Per Mcf)
Weighted Average	$	2.69	$	1.50	$	1.19		$	2.66	$	1.93	$	0.73
Weighted Average after Hedging	$	2.71	$	2.28	$	0.43		$	2.73	$	2.45	$	0.28

Selected Operating Performance Statistics:
General and Administrative Expense per Mcf ⁽¹⁾	$	0.17	$	0.19	$	(0.02	)	$	0.18	$	0.18	$	—
Lease Operating and Transportation Expense per Mcf ⁽¹⁾⁽²⁾	$	0.66	$	0.69	$	(0.03	)	$	0.67	$	0.68	$	(0.01	)
Depreciation, Depletion and Amortization per Mcf ⁽¹⁾	$	0.62	$	0.71	$	(0.09	)	$	0.63	$	0.71	$	(0.08	)
_{⁽¹⁾Refer to page 15 for the General and Administrative Expense, Lease Operating and Transportation Expense and Depreciation, Depletion, and Amortization Expense for the Exploration and Production segment.}
_{⁽²⁾Amounts include transportation expense of $0.56 and $0.59 per Mcf for the three months ended June 30, 2025 and June 30, 2024, respectively. Amounts include transportation expense of $0.57 per Mcf for the nine months ended June 30, 2025 and June 30, 2024.}

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES

Pipeline and Storage Throughput – (millions of cubic feet – MMcf)

	Three Months Ended			Nine Months Ended
	June 30,			June 30,
			Increase			Increase
	2025	2024	(Decrease)	2025	2024	(Decrease)
Firm Transportation – Affiliated	20,123	18,377	1,746	101,233	92,433	8,800
Firm Transportation – Non-Affiliated	158,910	150,133	8,777	515,411	498,435	16,976
Interruptible Transportation	149	118	31	665	1,508	(843	)
	179,182	168,628	10,554	617,309	592,376	24,933

Gathering Volume – (MMcf)
	Three Months Ended			Nine Months Ended
	June 30,			June 30,
			Increase			Increase
	2025	2024	(Decrease)	2025	2024	(Decrease)
Gathered Volume	133,271	118,445	14,826	384,003	367,832	16,171

Utility Throughput – (MMcf)
	Three Months Ended			Nine Months Ended
	June 30,			June 30,
			Increase			Increase
	2025	2024	(Decrease)	2025	2024	(Decrease)
Retail Sales:
Residential Sales	10,151	8,123	2,028	60,738	53,168	7,570
Commercial Sales	1,658	1,308	350	9,997	8,401	1,596
Industrial Sales	93	62	31	594	389	205
	11,902	9,493	2,409	71,329	61,958	9,371
Transportation	13,853	12,819	1,034	55,881	52,984	2,897
	25,755	22,312	3,443	127,210	114,942	12,268

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES

In addition to financial measures calculated in accordance with generally accepted accounting principles (GAAP), this press release contains information regarding adjusted operating results, adjusted EBITDA and free cash flow, which are non-GAAP financial measures. The Company believes that these non-GAAP financial measures are useful to investors because they provide an alternative method for assessing the Company’s ongoing operating results or liquidity and for comparing the Company’s financial performance to other companies. The Company’s management uses these non-GAAP financial measures for the same purpose, and for planning and forecasting purposes. The presentation of non-GAAP financial measures is not meant to be a substitute for financial measures in accordance with GAAP.

Management defines adjusted operating results as reported GAAP earnings before items impacting comparability. The following table reconciles National Fuel’s reported GAAP earnings to adjusted operating results for the three and nine months ended June 30, 2025 and 2024:

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
(in thousands except per share amounts)		2025			2024			2025			2024
Reported GAAP Earnings	$	149,818		$	(54,158	)	$	411,162		$	245,134
Items impacting comparability:
Impairment of assets (E&P)		—			200,696			141,802			200,696
Tax impact of impairment of assets		—			(55,686	)		(37,169	)		(55,686	)
Premiums paid on early redemption of debt (E&P / Midstream)		—			—			2,385			—
Tax impact of premiums paid on early redemption of debt		—			—			(642	)		—
Unrealized (gain) loss on derivative asset (E&P)		45			1,186			729			4,848
Tax impact of unrealized (gain) loss on derivative asset		(12	)		(325	)		(196	)		(1,330	)
Unrealized (gain) loss on other investments (Corporate / All Other)		(820	)		15			1,780			(1,803	)
Tax impact of unrealized (gain) loss on other investments		172			(3	)		(374	)		379
Adjusted Operating Results	$	149,203		$	91,725		$	519,477		$	392,238

Reported GAAP Earnings Per Share	$	1.64		$	(0.59	)	$	4.51		$	2.65
Items impacting comparability:
Impairment of assets, net of tax (E&P)		—			1.58			1.14			1.57
Premiums paid on early redemption of debt, net of tax (E&P / Midstream)		—			—			0.02			—
Unrealized (gain) loss on derivative asset, net of tax (E&P)		—			0.01			0.01			0.04
Unrealized (gain) loss on other investments, net of tax (Corporate / All Other)		(0.01	)		—			0.02			(0.02	)
Rounding		0.01			(0.01	)		(0.01	)		—
Adjusted Operating Results Per Share	$	1.64		$	0.99		$	5.69		$	4.24

Management defines adjusted EBITDA as reported GAAP earnings before the following items: interest expense, income taxes, depreciation, depletion and amortization, other income and deductions, impairments, and other items reflected in operating income that impact comparability. The following tables reconcile National Fuel’s reported GAAP earnings to adjusted EBITDA for the three and nine months ended June 30, 2025 and 2024:

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
(in thousands)		2025			2024			2025			2024
Reported GAAP Earnings	$	149,818		$	(54,158	)	$	411,162		$	245,134
Depreciation, Depletion and Amortization		116,408			113,454			337,055			348,179
Other (Income) Deductions		(8,534	)		(3,188	)		(31,486	)		(12,989	)
Interest Expense		37,889			34,217			120,389			104,041
Income Taxes		51,079			(28,311	)		133,629			70,108
Impairment of Assets		—			200,696			141,802			200,696
Adjusted EBITDA	$	346,660		$	262,710		$	1,112,551		$	955,169

Adjusted EBITDA by Segment
Pipeline and Storage Adjusted EBITDA	$	67,019		$	68,221		$	208,140		$	197,394
Gathering Adjusted EBITDA		55,923			47,631			160,607			153,795
Total Midstream Businesses Adjusted EBITDA		122,942			115,852			368,747			351,189
Exploration and Production Adjusted EBITDA		202,488			128,535			573,482			460,572
Utility Adjusted EBITDA		25,743			21,047			181,680			152,741
Corporate and All Other Adjusted EBITDA		(4,513	)		(2,724	)		(11,358	)		(9,333	)
Total Adjusted EBITDA	$	346,660		$	262,710		$	1,112,551		$	955,169

NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES NON-GAAP FINANCIAL MEASURES SEGMENT ADJUSTED EBITDA
	Three Months Ended						Nine Months Ended
	June 30,						June 30,
(in thousands)		2025			2024			2025			2024
Exploration and Production Segment
Reported GAAP Earnings	$	86,671		$	(112,028	)	$	137,722		$	2,521
Depreciation, Depletion and Amortization		68,848			68,778			196,773			214,191
Other (Income) Deductions		(81	)		388			(527	)		529
Interest Expense		13,925			14,670			46,164			45,046
Income Taxes		33,125			(43,969	)		51,548			(2,411	)
Impairment of Assets		—			200,696			141,802			200,696
Adjusted EBITDA	$	202,488		$	128,535		$	573,482		$	460,572

Pipeline and Storage Segment
Reported GAAP Earnings	$	28,857		$	30,690		$	93,019		$	85,482
Depreciation, Depletion and Amortization		18,601			18,453			55,733			56,157
Other (Income) Deductions		(2,063	)		(3,619	)		(7,802	)		(10,112	)
Interest Expense		11,209			11,855			34,637			35,698
Income Taxes		10,415			10,842			32,553			30,169
Adjusted EBITDA	$	67,019		$	68,221		$	208,140		$	197,394

Gathering Segment
Reported GAAP Earnings	$	29,996		$	24,979		$	83,483		$	82,510
Depreciation, Depletion and Amortization		10,848			9,732			32,197			28,800
Other (Income) Deductions		1			(122	)		(151	)		(285	)
Interest Expense		3,870			3,393			13,865			10,824
Income Taxes		11,208			9,649			31,213			31,946
Adjusted EBITDA	$	55,923		$	47,631		$	160,607		$	153,795

Utility Segment
Reported GAAP Earnings	$	4,997		$	2,559		$	101,040		$	73,848
Depreciation, Depletion and Amortization		17,945			16,373			51,908			48,678
Other (Income) Deductions		(5,956	)		(1,947	)		(25,367	)		(6,523	)
Interest Expense		10,958			8,417			32,601			25,402
Income Taxes		(2,201	)		(4,355	)		21,498			11,336
Adjusted EBITDA	$	25,743		$	21,047		$	181,680		$	152,741

Corporate and All Other
Reported GAAP Earnings	$	(703	)	$	(358	)	$	(4,102	)	$	773
Depreciation, Depletion and Amortization		166			118			444			353
Other (Income) Deductions		(435	)		2,112			2,361			3,402
Interest Expense		(2,073	)		(4,118	)		(6,878	)		(12,929	)
Income Taxes		(1,468	)		(478	)		(3,183	)		(932	)
Adjusted EBITDA	$	(4,513	)	$	(2,724	)	$	(11,358	)	$	(9,333	)

Management defines free cash flow as net cash provided by operating activities, less net cash used in investing activities, adjusted for acquisitions and divestitures. The Company is unable to provide a reconciliation of any projected free cash flow measure to its comparable GAAP financial measure without unreasonable efforts. This is due to an inability to calculate the comparable GAAP projected metrics, including operating income and total production costs, given the unknown effect, timing, and potential significance of certain income statement items.

The MIL Network –

July 31, 2025

MIL-OSI United Kingdom: Time to pay up: Toughest crackdown on late payments in a generation unveiled in plan to back small businesses

Source: United Kingdom – Government Statements

Press release

Time to pay up: Toughest crackdown on late payments in a generation unveiled in plan to back small businesses

UK Government unveils its Small Business Plan to support SMEs across the country

Government to tackle late payments with the most significant legislative reforms in 25 years – an issue that costs the UK economy £11bn a year and shuts down 38 businesses every day
UK set to have the toughest late payments laws in the G7 as part of reforms to back small businesses and unlock growth as part of the Plan for Change
New £4bn finance boost including 69,000 Start-Up Loans to inspire the next generation of entrepreneurs and small business owners

Small businesses across the UK will benefit from the most comprehensive support package in a generation, as the government launches a bold new plan to give small businesses the tools to thrive and drive economic growth as part of its Plan for Change.

Small and medium sized firms employ 60% of the country’s workforce and generate £2.8 trillion in turnover. However, for too long, the odds have been stacked against small businesses.

From tradespeople and shopkeepers to start-up founders and family-run firms, too many work hard but don’t get the backing they deserve – held back by late payments and not getting the financial backing they need within a wider system that hasn’t worked in their favour.

That’s why the Government is taking serious action to back small businesses and give them the tools they need to grow. This builds on the solid foundation of certainty and stability this government has already delivered—through the trade deals we’ve secured, four interest rate cuts, and a long-term industrial and trade strategy that’s helping businesses plan ahead with confidence.

At the heart of the plan is a the most significant package of reforms in a generation to tackle late payments, with plans to introduce the toughest laws on late payments in the G7.

Late payments are one of the biggest barriers to small business growth —causing cashflow problems that stop firms from scaling up and investing in their future. Every day, hardworking businesses close their doors because they aren’t paid on time.

The new laws are set to give stronger powers to the Small Business Commissioner to empower them to wield fines, worth potentially millions of pounds, against the biggest firms who persistently choose to pay their suppliers late.

The Small Business Commissioner will be given new powers to carry out spot checks and enforce a 30-day invoice verification period to speed up resolutions to disputes. The upcoming legislation will also introduce maximum payment terms of 60 days, reducing to 45 days, giving firms certainty they’ll be paid on time.

Audit committees, under the proposals, will also be legally required to scrutinise payment practices at board level, placing greater pressure on large firms to show they’re treating small suppliers fairly backed by mandatory interest charges for those who pay late.

These changes will also save small businesses valuable time, freeing up hours currently spent chasing overdue invoices so they can focus on growing their business instead. Taken together, this will help ensure businesses are paid on time and end the scourge of late payments which costs the UK economy £11bn per year and closes down 38 UK businesses every day.

Prime Minister Keir Starmer said:

“From builders and electricians to freelance designers and manufacturers—too many hardworking people are being forced to spend precious hours chasing payments instead of doing what they do best – growing their businesses.

“It’s unfair, it’s exhausting, and it’s holding Britain back. So, our message is clear: it’s time to pay up.

“Through our Small Business Plan, we’re not only tackling the scourge of late payments once and for all, but we’re giving small business owners the backing and stability they need for their business to thrive, driving growth across the country through our Plan for Change.”

Business and Trade Secretary Jonathan Reynolds said:  

“This country is home to some of the brightest entrepreneurs and innovative businesses in the world, and we want to unleash their full potential by giving them back time and money to do what they do best – growing our local economies.

“Our Small Business plan – the first in over a decade – is slashing unnecessary admin costs, making it easier for businesses to set up shop and giving SMEs the financial backing they need.

“This is our Plan for Change in action, putting more money in people’s pockets, boosting local communities and ensuring Britain is a great place to do business and thrive.”

Small Business Minister Gareth Thomas said:

“I want the UK to be the best place in the world to start a business, grow and succeed – and that’s why we’ve taken bold steps today. 

“Too many small firms go under each year because they aren’t paid on time – that is completely unacceptable.

“I hear all too often about businesses who just don’t have the cash needed to start up or grow. Today, we’ve announced measures as part of our Plan for Change to tackle all of those issues and beyond. This is the government listening to businesses, working with them, and delivering real change.”

Policy Chair of the Federation of Small Businesses (FSB), Tina McKenzie, said:

“Making sure businesses are paid on time, that our high streets thrive, and creating conditions in which everyone can start and succeed in business are crucial priorities for small businesses, communities and the economy. It’s very welcome that the Prime Minister has today made them his Government’s priorities.

“I’m pleased that FSB and the Government have been able to work in lockstep on the bold and ambitious measures needed to tackle the scourge of late payment through legislation, and other pro-growth, pro-small business measures.

“Today’s plan is an encouraging commitment from the Government to take the side of small businesses in the great growth challenge ahead.”

Charlie Shaw, owner of Flock and Herd butchers in Peckham said:

“We’re proud to pay every supplier on time and once we receive an invoice, so it’s fantastic to see the government put the Small Business Plan into place tackling the big issue of late payments.

“We believe this is a fair and honest way to conduct business. It gives us a clear and current understanding of how our business is performing. Our relationships with our suppliers have been amazing and truly beneficial to all parties.”

As part of the plan, the government is also tackling another major barrier for small businesses – access to finance. Despite the UK’s world-leading financial services sector, many small firms struggle to secure the funding they need to invest, expand, or even survive.

To address this, the Government is launching a new £4 billion wave of financial support aimed at boosting growth and supporting more small businesses to start up and grow. This includes a £1bn boost for new businesses, with 69,000 Start-Up Loans and mentoring support to inspire the next generation of entrepreneurs and small business owners.

The Government is also going further by delivering a new £3 billion boost to the British Business Bank – raising the total guarantee to £5 billion – to help lenders offer more small business loans through the ‘ENABLE programme’. Under the scheme, the BBB provides a government-backed guarantee to help lenders feel safer when lending to smaller or newer businesses, enabling them to offer better loan terms including with lower interest.

These measures aim to break down long-standing barriers that have made it harder for small businesses to access the funding they need to get off the ground by making finance and loans more accessible, affordable, and fair.

Accelerating SME growth by just 1 percentage point per year, could deliver £320bn to the UK economy by 2030. All of these measures announced today back small businesses to the hilt and build on action already taken by this government to create the conditions for businesses to thrive:

Slashing of red tape to boost the hospitality and arts sector through hospitality zones and licensing reforms following the Licensing Taskforce co-chaired with Nick Mackenzie, Greene King CEO
High Street Rental Auctions to fill vacant high street premises
A revamped Board of Trade to get more small firms exporting around the world
The new Business Growth Service to ensure SMEs have access to key support
We’ve set out that we intend to introduce permanently lower business rates multipliers for the hard-hit retail, hospitality and leisure sector.

Notes to editors

Michelle Ovens CBE, Founder, Small Business Britain, said:

“I am thrilled to see the Small Business Plan launched today, putting the nation’s smallest businesses at the heart of Government strategy where it should be. These job creators and economy builders will benefit from a huge boost to funding through the British Business Bank, a boost to skills, support for high streets and a long hoped for legislative backing for getting paid on time. We will not see economic growth without small business growth, so I am eager to get on and help the Government deliver on this agenda – and help small businesses regardless of their background start, grow and thrive.”

Simon Groom, CEO of MagnifyB, said:

“MagnifyB welcomes the UK Government’s action to tackle late payments, which will give small businesses the cash flow stability they need to thrive. Alongside this, there is a clear need to provide micro and small businesses with far more than just a repository of information, including a practical digital toolset to strengthen their operations and improve their chances of long-term success. We hope that the new Small Business Commissioner can be instrumental in bringing together ideas and championing the initiatives needed to make this support a reality.”

Julianne Ponan MBE, Founder of Creative Nature, a small business that exports top 14 Allergen Free Baking Mixes and Snacks to 16 countries, said:

“I’m delighted to see the government’s new SME Strategy recognising the critical role small businesses play both at home and globally. From tackling late payments to simplifying access to growth advice and support, these measures are a lifeline for SMEs like mine who often face disproportionate challenges with limited resources. I’m especially encouraged by the commitment to reduce administrative burdens by 25% and improve access to finance both are major barriers to growth for underrepresented founders, including women and ethnic minority entrepreneurs. The focus on revitalising the high street, digital skills, and exporting support shows that the government is listening to the needs of small businesses.”

The full plan will be published later this morning on Gov.uk We have launched a public consultation to seek views on our proposed legislative measures to ensure companies pay their suppliers quickly and on time. Please go to GOV.UK for details of the proposed measures.
Today’s announcement builds on the foundation of the government putting the public finances on a sustainable path – providing long-term direction, stability, and confidence for small businesses to thrive. This has paid off – interest rates have been cut four times in the last 12 months and in the first three months of 2025, Britain was the fastest growing economy in the G7.
The Government has also extended 40% business rates relief for 250,000 firms until April 2026 protected bills from inflation, and ensured over 700,000 properties pay no rates at all. This is creating a fairer business rates system to protect the high street, support investment, and level the playing field as we intend to introduce permanently lower tax rates for retail, hospitality, and leisure properties from next year.
This has included 865,000 small businesses being protected from the NICs rise because of the Employment Allowance increase to £10500, whilst 700,000 small business properties do not pay business rates at all because of Small Business Rates Relief. Corporation tax has been capped at 25% – the lowest headline rate of Corporate Tax in the G7 – for the duration of parliament.

Published 30 July 2025

MIL OSI United Kingdom –

July 31, 2025

MIL-OSI: Euronet and CoreCard Announce Merger Agreement to Unlock Global Opportunities in Credit Card Issuing and Processing

Source: GlobeNewswire (MIL-OSI)

LEAWOOD, Kan. and NORCROSS, Ga., July 30, 2025 (GLOBE NEWSWIRE) — Euronet (NASDAQ: EEFT), a global leader in payments processing and cross-border transactions, and CoreCard Corporation (NYSE: CCRD), a leading provider of innovative credit technology solutions and processing services to the financial technology and services market, today announced they have entered into a definitive agreement for Euronet to acquire CoreCard in a stock-for-stock merger transaction that values CoreCard at approximately $248 million, or $30 per share of CoreCard common stock. The exchange ratio and other terms of the transaction are described below.

The proposed transaction marks a pivotal step in accelerating Euronet’s strategic goal of a more diversified, future-ready revenue mix, that is anchored in scalable, modern platforms designed for the next generation of digital financial services across the globe.

Acquisition to Add a Proven Credit Card Platform and Marquee Clients to Fuel Euronet’s Growth Strategy

CoreCard’s platform is proven and trusted by some of the most respected names in finance and technology, and has been instrumental in launching one of the most successful co-branded credit card offerings in U.S. history in partnership with Goldman Sachs. This credibility, combined with CoreCard’s deep expertise in credit products, positions Euronet to compete in a sizeable market traditionally dominated by a few legacy providers.

The CoreCard modern architecture enables faster deployment, easier integrations, and the flexibility to support rapid innovation, which are key advantages in today’s world of payments, where banks and fintechs are looking to embed financial experiences in their customer journeys. This has enabled CoreCard to support diverse, bespoke use cases for fintech innovators such as Cardless, who has recently been chosen as the partner for the Coinbase credit card.

“More than a product expansion, this acquisition will be a catalyst for long-term growth, and we expect it to be accretive in the first full year post close,” said Michael J. Brown, Euronet’s Chairman and Chief Executive Officer. “By integrating CoreCard’s platform with our own Ren architecture and global distribution network, we will be positioned to become a leading modern card issuer and innovation partner for the next generation of digital finance. This acquisition is a natural extension of our strategy to invest in scalable, high-margin businesses that align with long-term market trends. We also value and respect the work of CoreCard’s employees, who we are eager to welcome to Euronet, and we look forward to their contributions to our company in the future.”

“Joining Euronet marks an exciting new chapter for CoreCard,” said Leland Strange, CEO of CoreCard. “Our team has built a modern, resilient credit card processing platform that serves some of the largest companies and financial institutions in the world. We’re excited to bring our capabilities to a global stage. We have spent a lot of time and diligence over the last year exploring the right ‘fit’ for what our team has built over many years, and we believe this is a great outcome for the team and our shareholders. We are joining with a company that has also been built on a strong foundation over many years that has kept a strong team and customer-focused culture with a focus on innovation.”

Time and Approvals

The transaction has been approved by the boards of directors of both Euronet and CoreCard, and is expected to close in late 2025, subject to approval by CoreCard shareholders and the satisfaction of certain other customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Transaction Details

Under the terms of the merger agreement, each share of CoreCard common stock will be exchanged for a number of shares of Euronet common stock equal to an exchange ratio between 0.2783 and 0.3142, calculated as $30 divided by the volume weighted average share price of Euronet common stock over the 15-trading day period ending on and including the second to last trading day prior to the closing date (the “Final Euronet Stock Price”), subject to a floor of $95.48 per share and a ceiling of $107.80 per share. CoreCard shareholders will receive 0.3142 Euronet shares for each of their CoreCard shares if the Final Euronet Stock Price is at or below $95.48, and 0.2783 Euronet shares for each of their CoreCard shares if the Final Euronet Stock Price is at or above $107.80.

Advisors

Stinson LLP is acting as outside counsel to Euronet. Kilpatrick Townsend & Stockton LLP is acting as outside counsel to CoreCard. Keefe, Bruyette & Woods, a Stifel Company, provided certain financial advice to the board of directors of CoreCard.

About CoreCard

CoreCard Corporation (NYSE: CCRD) provides a modern card issuing platform built for the future of global transactions in an embedded digital world. Dedicated to continual technological innovation in the ever-evolving payments industry backed by decades of deep expertise in credit card offerings, CoreCard helps customers conceptualize, implement, and manage all aspects of their issuing card programs. Keenly focused on steady, sustainable growth, CoreCard has earned the trust of some of the largest companies and financial institutions in the world, providing truly real-time transactions via their proven, reliable platform operating on private on-premise and leading cloud technology infrastructure.

About Euronet

A global leader in payments processing and cross-border transactions, Euronet moves money in all the ways consumers and businesses depend upon. This includes money transfers, credit/debit processing, ATMs, point-of-sale services, branded payments, currency exchange and more. With products and services in more than 200 countries and territories provided through its own brand and branded business segments, Euronet and its financial technologies and networks make participation in the global economy easier, faster and more secure for everyone. Visit the company’s website at www.euronetworldwide.com.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the United States Private Securities Litigation Reform Act of 1995. You can identify these statements and other forward-looking statements in this document by words such as “may,” “will,” “should,” “can,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue,” “target,” “poised,” “advance,” “drive,” “aim,” “forecast,” “approach,” “seek,” “schedule,” “position,” “pursue,” “progress,” “budget,” “outlook,” “trend,” “guidance,” “commit,” “on track,” “objective,” “goal,” “strategy,” “opportunity,” “ambitions,” “aspire” and similar expressions, and variations or negative of such terms or other variations thereof. Words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such statements regarding the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement’), dated as of July 30, 2025, by and among CoreCard, Euronet and Genesis Merger Sub Inc. (the “Transaction”), including the expected timing of the closing of the Transaction; future financial and operating results; benefits and synergies of the Transaction; future opportunities for the combined company; the conversion of equity interests contemplated by the Merger Agreement; the issuance of common stock of Euronet contemplated by the Merger Agreement; the expected filing by Euronet with the SEC of the Registration Statement and the proxy statement/prospectus; the ability of the parties to complete the proposed Transaction considering the various closing conditions and any other statements about future expectations that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Euronet and CoreCard, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the possibility that CoreCard’s shareholders may not approve the Transaction; the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements relating to the Transaction could have adverse effects on the market price of Euronet’s common stock; the risk that the Transaction and its announcement could have an adverse effect on the parties’ business relationships and business generally, including the ability of CoreCard or Euronet to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, shareholder, regulatory and other stakeholder approvals and support; the risk of potential litigation relating to the Transaction that could be instituted against CoreCard or its directors and/or officers; the risk associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the Transaction which are not waived or otherwise satisfactorily resolved; the risk of rating agency actions and Euronet’s ability to access short- and long-term debt markets on a timely and affordable basis; the risk of various events that could disrupt operations, including: conditions in world financial markets and general economic conditions; inflation; the war in Ukraine and the related economic sanctions; and military conflicts in the Middle East.

These risks, as well as other risks related to the proposed Transaction, will be described in the Registration Statement that will be filed with the SEC in connection with the proposed Transaction. While the list of factors presented here and the list of factors to be presented in the Registration Statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Additional factors that may affect future results are contained in each company’s filings with the SEC, including each company’s most recent Annual Report on Form 10-K, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K, all of which are available at the SEC’s website http://www.sec.gov. Euronet regularly posts important information to the investor relations section of its website. Any forward-looking statements made in this release speak only as of the date of this release. Except as may be required by law, neither Euronet nor CoreCard intends to update these forward-looking statements and undertakes no duty to any person to provide any such update under any circumstances.

Important Information for Investors and Stockholders

In connection with the proposed transaction, Euronet plans to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a proxy statement of CoreCard that also constitutes a prospectus of Euronet, and any other documents in connection with the transaction. After the Registration Statement has been declared effective by the SEC, the definitive proxy statement/prospectus will be sent to the holders of common stock of CoreCard. INVESTORS AND SHAREHOLDERS OF CORECARD AND EURONET ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT EURONET, CORECARD, THE TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other documents filed by Euronet or CoreCard with the SEC, when filed, will be available free of charge at the SEC’s website at www.sec.gov. Alternatively, investors and stockholders may obtain free copies of documents that are filed or will be filed with the SEC by Euronet, including the registration statement and the proxy statement/prospectus, on Euronet’s website at https://ir.euronetworldwide.com/for-investors, and may obtain free copies of documents that are filed or will be filed with the SEC by CoreCard, including the proxy statement/prospectus, on CoreCard’s website at https://investors.CoreCard.com/. The information included on, or accessible through, Euronet’s or CoreCard’s website is not incorporated by reference into this press release.

No Offer or Solicitation

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

Participants in the Solicitation

Euronet and CoreCard and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from CoreCard’s shareholders in connection with the proposed Transaction. A description of participants’ direct or indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus relating to the proposed Transaction when it is filed with the SEC. Information regarding Euronet’s directors and executive officers is contained in the definitive proxy statement, dated April 4, 2025, for its 2025 annual meeting of stockholders, and in Euronet’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Information regarding CoreCard’s directors and executive officers is contained in CoreCard’s definitive proxy statement, dated April 14, 2025, for its 2025 annual meeting of shareholders, and CoreCard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Additional information regarding ownership of Euronet’s securities by its directors and executive officers, and of ownership of CoreCard’s securities by its directors and executive officers, is included in each such person’s SEC filings on Forms 3 and 4. These documents and the other SEC filings described in this paragraph may be obtained free of charge as described above under the heading “Important Information for Investors and Stockholders.”

The MIL Network –

July 31, 2025

MIL-OSI USA: Grassley Helps Reinstate FBI Whistleblower, Delivers Keynote Address During National Whistleblower Appreciation Day

US Senate News:

Source: United States Senator for Iowa Chuck Grassley

WASHINGTON – At the National Whistleblower Day celebration on Capitol Hill Wednesday, Sen. Chuck Grassley (R-Iowa) announced he has succeeded in reinstating Federal Bureau of Investigation (FBI) whistleblower Michael DeBey’s clearance and employment with the agency. This is the sixth whistleblower Grassley has successfully restored so far this year.

During his remarks, Grassley also spoke about his work to support patriotic whistleblowers and the important role they play in rooting out waste, fraud and abuse. Grassley is the co-founder and co-chair of the Whistleblower Protection Caucus.

Remarks by Senator Chuck Grassley of Iowa
“Whistleblower Appreciation Day”
Wednesday, July 30, 2025

It’s an honor to be among patriots here today.

Today, nobody will be treated like a skunk at a picnic.

Whistleblowers too often get the short end of the stick for simply telling the truth.

Instead, whistleblowers ought to be recognized for what they are: patriots and the government’s most powerful tool to root out waste, fraud, and abuse.

So, I’m proud to have introduced the National Whistleblower Appreciation Day resolution for the 12th year in a row.

Throughout my career, I’ve fought for whistleblowers.

I’m committed to ensuring that federal agencies treat whistleblowers fairly and are held accountable for retaliating against them.

That goes for both Republican and Democratic administrations.

When I first was elected to the Senate in 1981, I worked with brave whistleblowers like Ernie Fitzgerald.

Ernie was fired in 1968 by President Nixon for blowing the whistle on waste and fraud in Defense Department contracts.

I worked to pass laws to eliminate fraud that whistleblowers like Ernie told me about.

Now, because of this work, I passed the False Claims Amendment Act in 1986.

It’s helped recover more than $78 billion in fraud so far, and prevented countless billions more.

My “anti-gag” provision also became law. It’s an important sword and shield to protect whistleblowers.

Far too often, federal agencies tried to silence or intimidate whistleblowers through nondisclosure agreements.

My anti-gag provision is designed to put a stop to that.

I also championed laws and legislation to expand whistleblower protections for the Federal Bureau of Investigation (FBI).

This Congress, I introduced much needed legislation to strengthen whistleblower protections for FBI employees.

But just because we’ve introduced legislation and passed good laws doesn’t mean we can stop paying attention.

I’ve worked hard to ensure individuals who retaliate against whistleblowers are held accountable. I’ve also pushed federal agencies to do right by whistleblowers.

IRS whistleblowers Gary Shapley and Joseph Ziegler made legally protected disclosures about government misconduct.

They were retaliated against and sidelined from doing their job.

This year, at my urging, they were taken out of the shadows of retaliation and were promoted by the Treasury Department.

I also pushed the Department of Homeland Security Secretary to end the seven-year nightmare for Customs and Border Protection whistleblowers Mark Jones, Mike Taylor and Fred Wynn.

These brave whistleblowers faced years of retaliation for blowing the whistle on the government’s failure to collect DNA at the border.

At my urging, this year the Department of Homeland Security promoted them and restored their law enforcement credentials.

So, they got their guns and badges back to do their job.

I’ve also worked to restore the security clearances of FBI employees who had them suspended or revoked.

These FBI employees were retaliated against and, as we all know, the FBI’s illegal power move is to take away security clearances.

And it’s not just government whistleblowers who are important.

I’ve introduced legislation to protect private sector whistleblowers from retaliation for exposing waste, fraud, abuse and misconduct.

I’m the lead cosponsor of the bipartisan Expanding Whistleblower Protections for Contractors Act.

That bill increases whistleblower protections for employees of federal contractors and subcontractors.

I also introduced the bipartisan Securities and Exchange Commission Whistleblower Reform Act of 2025.

The bill protects corporate whistleblowers who report violations to the Securities and Exchange Commission.

Additionally, I’m proud to have introduced the bipartisan Artificial Intelligence Whistleblower Protection Act.

That bill is designed to increase transparency and provide whistleblower protections to employees who work in the Artificial Intelligence field.

But like I said, there’s still a lot of work to be done.

The task of supporting whistleblowers doesn’t start and stop with this day or depend on who’s in the White House.

If you make legally protected disclosures, you’re a whistleblower and ought to be protected from retaliation.

This administration has said Mr. Reuvini isn’t a whistleblower.

I’ve publicly disagreed.

The other two people who came forward about Mr. Bove are also whistleblowers.

Here’s my message to all whistleblowers in this room: just because I may disagree with the conclusions in a whistleblower disclosure, it doesn’t mean that I don’t support a whistleblower’s right to come forward.

And regardless of the content of the disclosure, every whistleblower must be protected from retaliation.

That’s why last week, I wrote President Trump about the importance of protecting whistleblowers from retaliation.

As this administration reduces the federal workforce, it must ensure terminations aren’t done because a protected disclosure was made. This administration, just like all the rest, has an obligation to comply with whistleblower laws.

In my letter, I also reminded President Trump of my outstanding request that he hold a Rose Garden Ceremony for whistleblowers.

I’ve asked every president since Ronald Reagan to have a Rose Garden ceremony honoring whistleblowers.

I’m not giving up on that request just like I’m not giving up on any of you.

Whistleblowers are some of the bravest people out there. It takes guts to stick your neck out and report misconduct.

All of you here have put your careers, livelihoods and reputations on the line in service to our great country.

God Bless you for your service and sacrifices.

I’ll continue to fight for you.

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