Category: United States of America

  • MIL-Evening Report: Sexy K-pop demons, a human lie detector and shearers on strike: what to watch in July

    Source: The Conversation (Au and NZ) – By John Mickel, Adjunct Associate Professor, School of Justice, Queensland University of Technology

    Tomorrow marks exactly halfway through 2025. Luckily there’s a suite of streaming options to help get you through the mid-year bump.

    We’ve got iconic classics celebrating major anniversaries, as well as an animated K-Pop spectacle, and a documentary trawling through the controversial tenure of former Queensland premier Joh Bjelke-Petersen.

    Joh: Last King of Queensland

    Stan

    The new documentary film Joh: Last King of Queensland offers a dramatised account of Sir Joh Bjelke-Petersen’s premiership from 1968 to 1987.

    Directed by Kriv Stenders, using reenactments (Bjelke-Petersen is played by Richard Roxburgh), archival footage and contemporary interviews, the film portrays him as a complex and polarising figure. Roxburgh highlights Bjelke-Petersen’s rhetorical simplicity. He presented himself as an advocate for “ordinary” Queenslanders, especially in rural and conservative communities.

    We are given a man who is socially conservative, economically ambitious and politically divisive. A man who profoundly shaped Queensland’s governance and development. But while the film effectively captures his popular appeal and role in the state’s economic transformation, it simplifies key aspects of his political ascent.

    In particular, it doesn’t capture the complexities of electoral mechanics, internal party manoeuvring and the influence of the public service.

    Bjelke-Petersen’s legacy continues to polarise. To supporters, he remains a visionary who championed economic growth and conservative values. To critics, he presided over an era of democratic erosion, civil rights suppression and entrenched corruption.

    His story reflects the enduring tension between executive authority and democratic accountability in modern Australian political history.

    John Mickel




    Read more:
    Joh: Last King of Queensland captures Bjelke-Petersen’s political persona – but omits key details of the story


    Jaws

    Various platforms

    Steven Spielberg’s Jaws, released 50 years ago, was the first summer blockbuster, received Academy Awards for sound, editing and music, and became the first film to earn US$100 million at the United States box office.

    Chief of Police Martin Brody has recently moved from New York City to Amity Island with his wife and two children. As the small town prepares for its crucial 4th of July celebrations, a series of shark attacks threatens the festivities – and the town’s summer economy.

    The mayor insists on keeping the beaches open for “summer dollars”. When the shark strikes again, local fisherman Quint is hired to hunt it down. Brody and visiting marine biologist Matt Hooper insist on joining the expedition to save the island.

    Apart from one scene using real underwater shark footage from Australians Ron and Valerie Taylor, the shark was mechanical. The mechanical shark sank … a lot. No wonder Spielberg named the temperamental and unreliable shark after his lawyer.

    With the lack of a functioning shark, Spielberg made the artistic decision – echoing Alfred Hitchcock – to suggest the shark’s presence rather than show it outright in the film’s first half. Even without appearing onscreen, the shark has an overwhelming presence and effect on the audience, thanks to John Williams’ music.

    Jaws is now a cinema classic.

    It launched Spielberg’s illustrious career, scared an entire generation from going into the water, and also inspired a new generation of marine activists – such as myself – who love sharks and the ocean.

    – Will Jeffery




    Read more:
    Jaws at 50: the first summer blockbuster is still a film that bites – even when the shark didn’t work


    KPop Demon Hunters

    Netflix

    KPop Demon Hunters is an animated movie that follows a Korean girl band, Huntrix, whose members happen to be covert demon hunters. Their songs and slays have the power to maintain the barrier between the human world and the underworld (called the “honmoon”).

    Annoyed demon overlord Gwi-ma (voiced by Lee Byong-Hun) greenlights a devilishly sexy boy band, Saja Boys, to steal the girls’ fans (and their souls). The attack proves to be more than a challenge for lead singer, Rumi (Arden Cho), who has a dark secret she’s keeping under wraps.

    For fans of the Spider-Verse films, the animation style will be familiar: a blend of 2D and 3D techniques, with a high-contrast colour palette. KPop Demon Hunters goes an aesthetic step further by adding some distinctive anime touches, such as by using the chibi style, when characters have intense reactions.

    The film also showcases several musical interludes voiced by actual K-pop stars such as EJAE, Kevin Woo, Andrew Choi and Rei Ami – as well as an anthem performed by members of TWICE, famous for their 2016 megahit Cheer Up.

    To older viewers, the success of this watchable yet somewhat predictable flick may be puzzling, but KPop Demon Hunters will resonate with any Gen Zs in the house. After all, it has catchy tunes, jokes that land, female empowerment, epic battle scenes, and a smidge of teen romance.

    There’s also a deeper thematic around the duality of identity, and a message about confronting one’s own demons.

    – Phoebe Hart

    Poker Face, season two

    Stan

    Charlie Cale (Natasha Lyonne) is back for season two of Poker Face. Creator Rian Johnson is clearly a lover of the whodunnit genre. Between Poker Face and the Knives Out films, Johnson continues to pay homage to the format while pushing it into new directions.

    Poker Face takes the format of the inverted detective story, made famous by popular series Columbo (1968–2003), where the episode opens with the killer committing the crime, only for the detective to arrive on the scene.

    The joy of Poker Face lies in the viewer trying to figure out how the detective will catch the killer, while also enjoying comedic allusions to several genres. Charlie Cale has a unique skill in that she can always tell when someone is lying: “bullshit”, she calmly says when someone doesn’t tell the truth.

    Season two continues the show’s all-star cameo lineup from different eras of popular culture. Standouts include Cynthia Erivo in the opening episode, Cheers star Rhea Perlman, Katie Holmes, and Awkwafina accusing Alia Shawkat of sleeping with her grandma to steal a rent-controlled apartment.

    The strongest episode of the season features John Cho and Melanie Lynskey, where Charlie meet a group of scammers at a hotel bar. Cho plays the scammer and Lynskey is his unwitting victim. When Lyonne’s Charlie becomes involved, it becomes a game of who is playing who.

    The episodic format never feels tired, as each mystery’s eccentricities and generic allusions shift in each episode. Natasha Lyonne’s performance anchors the show, allowing for the emotional beats to shift seamlessly, from the sadness of death, to the humour of each ridiculous situation.

    – Stuart Richards

    Sirens

    Netflix

    Much like The Perfect Couple (2024–), or Succession (2018–23), Sirens offers all the guilty pleasures of watching wealthy but dysfunctional families scheme and unravel inside their opulent homes. It contains the usual metamodern mix of irony, plot twists, clever dialogue and dark comedy (with hints of murder) we’ve come to expect from series that rank in Netflix’s top ten.

    However, it’s not quite as binge-worthy or provocative as other shows in this genre. It also drags in the middle. You could probably watch the first episode and the last chapter to follow the narrative and catch all the best scenes.

    Sirens tries to distinguish itself by foregrounding strong female leads, and leaning heavily into its postfeminist take on manipulative women of different ages competing against each other. They’re not fighting over the man (played by Kevin Bacon), so much as his estate and the social capital that comes with it.

    Unlike Poison Ivy and other 90s classics I have explored, Sirens presents a more sympathetic and nuanced portrayal of the sexy, younger class usurper. Simone DeWitt (played by Milly Alcock) is the working-class personal assistant determined to improve her social positioning by any means necessary.

    The series also attempts to elevate itself through images and sounds which reference Greek mythology, with lots of scenes of beautiful women perched precariously on cliff tops, while hapless men are lured in by their haunting high-pitched singing.

    The ambiguous politics of it all will leave you wondering if you, too, have been just as expertly manipulated.

    – Susan Hopkins

    Sunday Too Far Away

    Brollie and ABC iView

    Released 50 years ago, Sunday Too Far Away deals episodically with a group of shearers led by Foley (Jack Thompson), and the events leading up to the national shearers’ strike of 1956.

    The shearers are a ragtag group held together by rum, unionism and competitiveness – as Foley must deal with the camp cook from hell, as well as a threat to his “gun” status.

    Like its contemporary Wake in Fright (1971), Sunday also centres on rural male mateship. But while Wake in Fright is revolted by it, Sunday strives for an elegiac celebration that might have drawn from Henry Lawson, of union-based mateship as the only defence against the harshness of life.

    It is hard to overstate Sunday’s importance for the Australian film industry and for its producer, the South Australian Film Corporation (SAFC), founded in 1972 by the new Labor government. Sunday would be the organisation’s first film, budgeted at $231,000, with the commonwealth providing half this figure. It was a remarkable demonstration of maximum involvement by a state government body.

    Sunday was accepted into the Directors’ Fortnight at Cannes, the first Australian film bestowed the honour, and it went on to win eight of the 12 awards on offer at the Australian Film Institute Awards. The success of Sunday Too Far Away, followed closely by Picnic at Hanging Rock (1975) and Storm Boy (1976), succeeded in establishing the SAFC as a prime mover in Australian film.

    – Michael Walsh




    Read more:
    Sunday Too Far Away at 50: how a story about Aussie shearers launched a local film industry


    Michael Walsh is a consultant for the SAFC on its digitisation project. He has previously written a commissioned history for the organisation.

    John Mickel, Phoebe Hart, Stuart Richards, Susan Hopkins, and Will Jeffery do not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and have disclosed no relevant affiliations beyond their academic appointment.

    ref. Sexy K-pop demons, a human lie detector and shearers on strike: what to watch in July – https://theconversation.com/sexy-k-pop-demons-a-human-lie-detector-and-shearers-on-strike-what-to-watch-in-july-259907

    MIL OSI AnalysisEveningReport.nz

  • MIL-Evening Report: We have drugs to manage HIV. So why are we spending millions looking for cures?

    Source: The Conversation (Au and NZ) – By Bridget Haire, Associate Professor, Public Health Ethics, School of Population Health, UNSW Sydney

    Alim Yakubov/Shutterstock

    Over the past three decades there have been amazing advances in treating and preventing HIV.

    It’s now a manageable infection. A person with HIV who takes HIV medicine consistently, before their immune system declines, can expect to live almost as long as someone without HIV.

    The same drugs prevent transmission of the virus to sexual partners.

    There is still no effective HIV vaccine. But there are highly effective drugs to prevent HIV infection for people without HIV who are at higher risk of acquiring it.

    These drugs are known as as “pre-exposure prophylaxis” or PrEP. These come as a pill, which needs to be taken either daily, or “on demand” before and after risky sex. An injection that protects against HIV for six months has recently been approved in the United States.

    So with such effective HIV treatment and PrEP, why are we still spending millions looking for HIV cures?

    Not everyone has access to these drugs

    Access to HIV drugs and PrEP depends on the availability of health clinics, health professionals, and the means to supply and distribute the drugs. In some countries, this infrastructure may not be secure.

    For instance, earlier this year, US President Donald Trump’s dissolution of the USAID foreign aid program has threatened the delivery of HIV drugs to many low-income countries.

    This demonstrates the fragility of current approaches to treatment and prevention. A secure, uninterrupted supply of HIV medicine is required, and without this, lives will be lost and the number of new cases of HIV will rise.

    Another example is the six-monthly PrEP injection just approved in the US. This drug has great potential for controlling HIV if it is made available and affordable in countries with the greatest HIV burden.

    But the prospect for lower-income countries accessing this expensive drug looks uncertain, even if it can be made at a fraction of its current cost, as some researchers say.

    So despite the success of HIV drugs and PrEP, precarious health-care systems and high drug costs mean we can’t rely on them to bring an end to the ongoing global HIV pandemic. That’s why we also still need to look at other options.

    Haven’t people already been ‘cured’?

    Worldwide, at least seven people have been “cured” of HIV – or at least have had long-term sustained remission. This means that after stopping HIV drugs, they did not have any replicating HIV in their blood for months or years.

    In each case, the person with HIV also had a life-threatening cancer needing a bone marrow transplant. They were each matched with a donor who had a specific genetic variation that resulted in not having HIV receptors in key bone marrow cells.

    After the bone marrow transplant, recipients stopped HIV drugs, without detectable levels of the virus returning. The new immune cells made in the transplanted bone marrow lacked the HIV receptors. This stopped the virus from infecting cells and replicating.

    But this genetic variation is very rare. Bone marrow transplantation is also risky and extremely resource-intensive. So while this strategy has worked for a few people, it is not a scalable prospect for curing HIV more widely.

    So we need to keep looking for other options for a cure, including basic laboratory research to get us there.

    How about the ‘breakthrough’ I’ve heard about?

    HIV treatment stops the HIV replication that causes immune damage. But there are places in the body where the virus “hides” and drugs cannot reach. If the drugs are stopped, the “latent” HIV comes out of hiding and replicates again. So it can damage the immune system, leading to HIV-related disease.

    One approach is to try to force the hidden or latent HIV out into the open, so drugs can target it. This is a strategy called “shock and kill”. And an example of such Australian research was recently reported in the media as a “breakthrough” in the search for an HIV cure.

    Researchers in Melbourne have developed a lipid nanoparticle – a tiny ball of fat – that encapsulates messenger RNA (or mRNA) and delivers a “message” to infected white blood cells. This prompts the cells to reveal the “hiding” HIV.

    In theory, this will allow the immune system or HIV drugs to target the virus.

    This discovery is an important step. However, it is still in the laboratory phase of testing, and is just one piece of the puzzle.

    We could say the same about many other results heralded as moving closer to a cure for HIV.

    Further research on safety and efficacy is needed before testing in human clinical trials. Such trials start with small numbers and the trialling process takes many years. This and other steps towards a cure are slow and expensive, but necessary.

    Importantly, any cure would ultimately need to be fairly low-tech to deliver for it to be feasible and affordable in low-income countries globally.

    So where does that leave us?

    A cure for HIV that is affordable and scalable would have a profound impact on human heath globally, particularly for people living with HIV. To get there is a long and arduous path that involves solving a range of scientific puzzles, followed by addressing implementation challenges.

    In the meantime, ensuring people at risk of HIV have access to testing and prevention interventions – such as PrEP and safe injecting equipment – remains crucial. People living with HIV also need sustained access to effective treatment – regardless of where they live.

    Bridget Haire has received funding from the National Health and Medical Research Council. She is a past president of the Australian Federation of AIDS Organisations (now Health Equity Matters).

    Benjamin Bavinton receives funding from the National Health and Medical Research Council, the Australian government, and state and territory governments. He also receives funding from ViiV Healthcare and Gilead Sciences, both of which make drugs or drug classes mentioned in this article. He is a Board Director of community organisation, ACON, and is on the National PrEP Guidelines Panel coordinated by ASHM Health.

    ref. We have drugs to manage HIV. So why are we spending millions looking for cures? – https://theconversation.com/we-have-drugs-to-manage-hiv-so-why-are-we-spending-millions-looking-for-cures-258391

    MIL OSI AnalysisEveningReport.nz

  • MIL-Evening Report: We have drugs to manage HIV. So why are we spending millions looking for cures?

    Source: The Conversation (Au and NZ) – By Bridget Haire, Associate Professor, Public Health Ethics, School of Population Health, UNSW Sydney

    Alim Yakubov/Shutterstock

    Over the past three decades there have been amazing advances in treating and preventing HIV.

    It’s now a manageable infection. A person with HIV who takes HIV medicine consistently, before their immune system declines, can expect to live almost as long as someone without HIV.

    The same drugs prevent transmission of the virus to sexual partners.

    There is still no effective HIV vaccine. But there are highly effective drugs to prevent HIV infection for people without HIV who are at higher risk of acquiring it.

    These drugs are known as as “pre-exposure prophylaxis” or PrEP. These come as a pill, which needs to be taken either daily, or “on demand” before and after risky sex. An injection that protects against HIV for six months has recently been approved in the United States.

    So with such effective HIV treatment and PrEP, why are we still spending millions looking for HIV cures?

    Not everyone has access to these drugs

    Access to HIV drugs and PrEP depends on the availability of health clinics, health professionals, and the means to supply and distribute the drugs. In some countries, this infrastructure may not be secure.

    For instance, earlier this year, US President Donald Trump’s dissolution of the USAID foreign aid program has threatened the delivery of HIV drugs to many low-income countries.

    This demonstrates the fragility of current approaches to treatment and prevention. A secure, uninterrupted supply of HIV medicine is required, and without this, lives will be lost and the number of new cases of HIV will rise.

    Another example is the six-monthly PrEP injection just approved in the US. This drug has great potential for controlling HIV if it is made available and affordable in countries with the greatest HIV burden.

    But the prospect for lower-income countries accessing this expensive drug looks uncertain, even if it can be made at a fraction of its current cost, as some researchers say.

    So despite the success of HIV drugs and PrEP, precarious health-care systems and high drug costs mean we can’t rely on them to bring an end to the ongoing global HIV pandemic. That’s why we also still need to look at other options.

    Haven’t people already been ‘cured’?

    Worldwide, at least seven people have been “cured” of HIV – or at least have had long-term sustained remission. This means that after stopping HIV drugs, they did not have any replicating HIV in their blood for months or years.

    In each case, the person with HIV also had a life-threatening cancer needing a bone marrow transplant. They were each matched with a donor who had a specific genetic variation that resulted in not having HIV receptors in key bone marrow cells.

    After the bone marrow transplant, recipients stopped HIV drugs, without detectable levels of the virus returning. The new immune cells made in the transplanted bone marrow lacked the HIV receptors. This stopped the virus from infecting cells and replicating.

    But this genetic variation is very rare. Bone marrow transplantation is also risky and extremely resource-intensive. So while this strategy has worked for a few people, it is not a scalable prospect for curing HIV more widely.

    So we need to keep looking for other options for a cure, including basic laboratory research to get us there.

    How about the ‘breakthrough’ I’ve heard about?

    HIV treatment stops the HIV replication that causes immune damage. But there are places in the body where the virus “hides” and drugs cannot reach. If the drugs are stopped, the “latent” HIV comes out of hiding and replicates again. So it can damage the immune system, leading to HIV-related disease.

    One approach is to try to force the hidden or latent HIV out into the open, so drugs can target it. This is a strategy called “shock and kill”. And an example of such Australian research was recently reported in the media as a “breakthrough” in the search for an HIV cure.

    Researchers in Melbourne have developed a lipid nanoparticle – a tiny ball of fat – that encapsulates messenger RNA (or mRNA) and delivers a “message” to infected white blood cells. This prompts the cells to reveal the “hiding” HIV.

    In theory, this will allow the immune system or HIV drugs to target the virus.

    This discovery is an important step. However, it is still in the laboratory phase of testing, and is just one piece of the puzzle.

    We could say the same about many other results heralded as moving closer to a cure for HIV.

    Further research on safety and efficacy is needed before testing in human clinical trials. Such trials start with small numbers and the trialling process takes many years. This and other steps towards a cure are slow and expensive, but necessary.

    Importantly, any cure would ultimately need to be fairly low-tech to deliver for it to be feasible and affordable in low-income countries globally.

    So where does that leave us?

    A cure for HIV that is affordable and scalable would have a profound impact on human heath globally, particularly for people living with HIV. To get there is a long and arduous path that involves solving a range of scientific puzzles, followed by addressing implementation challenges.

    In the meantime, ensuring people at risk of HIV have access to testing and prevention interventions – such as PrEP and safe injecting equipment – remains crucial. People living with HIV also need sustained access to effective treatment – regardless of where they live.

    Bridget Haire has received funding from the National Health and Medical Research Council. She is a past president of the Australian Federation of AIDS Organisations (now Health Equity Matters).

    Benjamin Bavinton receives funding from the National Health and Medical Research Council, the Australian government, and state and territory governments. He also receives funding from ViiV Healthcare and Gilead Sciences, both of which make drugs or drug classes mentioned in this article. He is a Board Director of community organisation, ACON, and is on the National PrEP Guidelines Panel coordinated by ASHM Health.

    ref. We have drugs to manage HIV. So why are we spending millions looking for cures? – https://theconversation.com/we-have-drugs-to-manage-hiv-so-why-are-we-spending-millions-looking-for-cures-258391

    MIL OSI AnalysisEveningReport.nz

  • MIL-Evening Report: Trump’s worldview is causing a global shift of alliances – what does this mean for nations in the middle?

    Source: The Conversation (Au and NZ) – By Dilnoza Ubaydullaeva, Lecturer in Government – National Security College, Australian National University

    Since US President Donald Trump took office this year, one theme has come up time and again: his rule is a threat to the US-led international order.

    As the US political scientist John Mearsheimer famously argued, the liberal international order

    was destined to fail from the start, as it contained the seeds of its own destruction.

    This perspective has gained traction in recent years. And now, Trump’s actions have caused many to question whether a new world order is emerging.

    Trump has expressed a desire for a new international order defined by multiple spheres of influence — one in which powers like the US, China and Russia each exert dominance over distinct regions.

    This vision aligns with the idea of a “multipolar” world, where no single state holds overarching global dominance. Instead, influence is distributed among several great powers, each maintaining its own regional sphere.

    This architecture contrasts sharply with earlier periods – the bipolar world of the Cold War, dominated by the US and the Soviet Union; and the unipolar period that followed, dominated by the US.

    What does this mean for the world order moving forward?

    Shifting US spheres of influence

    We’ve seen this shift taking place in recent months. For example, Trump has backed away from his pledge to end the war between Russia and Ukraine and now appears to be leaving it to the main protagonists, and Europe, to find a solution.

    Europe, which once largely spoke in a unified voice with the US, is also showing signs of policy-making which is more independent. Rather than framing its actions as protecting “Western democratic principles”, Europe is increasingly focused on defining its own security interests.

    In the Middle East, the US will likely maintain its sphere of influence. It will continue its unequivocal support for Israel under Trump.

    Amid shifting global alliances, the Trump administration will continue to support Israel, led by Prime Minister Benjamin Netanyahu.
    noamgalai/Shutterstock

    The US will also involve itself in the region’s politics when its interests are at stake, as we witnessed in its recent strikes on Iranian nuclear facilities.

    This, along with increasing economic ties between the US and Gulf states, suggests US allies in the region will remain the dominant voices shaping regional dynamics, particularly now with Iran weakened.

    Yet it’s clear Trump is reshaping US dynamics in the region by signaling a desire for reduced military and political involvement, and criticising the nation building efforts of previous administrations.

    The Trump administration now appears to want to maintain its sphere of influence primarily through strong economic ties.

    Russia and China poles emerging elsewhere

    Meanwhile, other poles are emerging in the Global South. Russia and China have deepened their cooperation, positioning themselves as defenders against what they frame as Western hegemonic bullying.

    Trump’s trade policies and sanctions against many nations in the Global South have fuelled narratives (spread by China and Russia) that the US does not consistently adhere to the rules it imposes on others.

    Trump’s decision to slash funding to USAID has also opened the door to China, in particular, to become the main development partner for nations in Africa and other parts of the world.

    And on the security front, Russia has become more involved in many African and Middle Eastern countries, which have become less trustful and reliant on Western powers.

    Russian President Vladimir Putin and Chinese leader Xi Xinping see opportunities to spread their influence in the Global South.
    plavi011/Shutterstock

    In the Indo-Pacific, much attention has been given to the rise of China and its increasingly assertive posture. Many of Washington’s traditional allies are nervous about its continued engagement in the region and ability to counter China’s rise.

    Chinese leader Xi Jinping has sought to take advantage of the current environment, embarking on a Vietnam, Malaysia and Cambodia push earlier this year. But many nations continue to be wary of China’s increasing influence, in particular the Philippines, which has clashed with China over the South China Sea.

    Strategic hedging

    Not all countries, however, are aligning themselves neatly with one pole or another.

    For small states caught between great powers, navigating this multipolar environment is both a risk and an opportunity.

    Ukraine is a case in point. As a sovereign state, Ukraine should have the freedom to decide its own alignments. Yet, it finds itself ensnared in great power politics, with devastating consequences.

    Other small states are playing a different game — pivoting from one power to another based on their immediate interests.

    Slovakia, for instance, is both a NATO and EU member, yet its leader, Robert Fico, attended Russia’s Victory Day Parade in May and told President Vladimir Putin he wanted to maintain “normal relations” with Russia.

    Then there is Central Asia, which is the centre of a renewed “great game,” with Russia, China and Europe vying for influence and economic partnerships.

    Yet if any Central Asian countries were to be invaded by Putin, would other powers intervene? It’s a difficult question to answer. Major powers are reluctant to engage in direct conflict unless their core interests or borders are directly threatened.

    As a result, Central Asian states are hedging their bets, seeking to maintain relations with multiple poles, despite their conflicting agendas.

    A future defined by regional power blocs?

    While it is still early to draw definitive conclusions, the events of the past few months underscore a growing trend. Smaller countries are expressing solidarity with one power, but pragmatic cooperation with another, when it suits their national interests.

    For this reason, regional power blocs seem to be of increasing interest to countries in the Global South.

    For instance, the China-led Shanghai Cooperation Organisation has become a stronger and larger grouping of nations across Eurasia in recent years.

    Trump’s focus on making “America Great Again,” has taken the load off the US carrying liberal order leadership. A multipolar world may not be the end of the liberal international order, but it may be a reshaped version of liberal governance.

    How “liberal” it can be will likely depend on what each regional power, or pole, will make of it.

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

    ref. Trump’s worldview is causing a global shift of alliances – what does this mean for nations in the middle? – https://theconversation.com/trumps-worldview-is-causing-a-global-shift-of-alliances-what-does-this-mean-for-nations-in-the-middle-257113

    MIL OSI AnalysisEveningReport.nz

  • MIL-Evening Report: Trump’s worldview is causing a global shift of alliances – what does this mean for nations in the middle?

    Source: The Conversation (Au and NZ) – By Dilnoza Ubaydullaeva, Lecturer in Government – National Security College, Australian National University

    Since US President Donald Trump took office this year, one theme has come up time and again: his rule is a threat to the US-led international order.

    As the US political scientist John Mearsheimer famously argued, the liberal international order

    was destined to fail from the start, as it contained the seeds of its own destruction.

    This perspective has gained traction in recent years. And now, Trump’s actions have caused many to question whether a new world order is emerging.

    Trump has expressed a desire for a new international order defined by multiple spheres of influence — one in which powers like the US, China and Russia each exert dominance over distinct regions.

    This vision aligns with the idea of a “multipolar” world, where no single state holds overarching global dominance. Instead, influence is distributed among several great powers, each maintaining its own regional sphere.

    This architecture contrasts sharply with earlier periods – the bipolar world of the Cold War, dominated by the US and the Soviet Union; and the unipolar period that followed, dominated by the US.

    What does this mean for the world order moving forward?

    Shifting US spheres of influence

    We’ve seen this shift taking place in recent months. For example, Trump has backed away from his pledge to end the war between Russia and Ukraine and now appears to be leaving it to the main protagonists, and Europe, to find a solution.

    Europe, which once largely spoke in a unified voice with the US, is also showing signs of policy-making which is more independent. Rather than framing its actions as protecting “Western democratic principles”, Europe is increasingly focused on defining its own security interests.

    In the Middle East, the US will likely maintain its sphere of influence. It will continue its unequivocal support for Israel under Trump.

    Amid shifting global alliances, the Trump administration will continue to support Israel, led by Prime Minister Benjamin Netanyahu.
    noamgalai/Shutterstock

    The US will also involve itself in the region’s politics when its interests are at stake, as we witnessed in its recent strikes on Iranian nuclear facilities.

    This, along with increasing economic ties between the US and Gulf states, suggests US allies in the region will remain the dominant voices shaping regional dynamics, particularly now with Iran weakened.

    Yet it’s clear Trump is reshaping US dynamics in the region by signaling a desire for reduced military and political involvement, and criticising the nation building efforts of previous administrations.

    The Trump administration now appears to want to maintain its sphere of influence primarily through strong economic ties.

    Russia and China poles emerging elsewhere

    Meanwhile, other poles are emerging in the Global South. Russia and China have deepened their cooperation, positioning themselves as defenders against what they frame as Western hegemonic bullying.

    Trump’s trade policies and sanctions against many nations in the Global South have fuelled narratives (spread by China and Russia) that the US does not consistently adhere to the rules it imposes on others.

    Trump’s decision to slash funding to USAID has also opened the door to China, in particular, to become the main development partner for nations in Africa and other parts of the world.

    And on the security front, Russia has become more involved in many African and Middle Eastern countries, which have become less trustful and reliant on Western powers.

    Russian President Vladimir Putin and Chinese leader Xi Xinping see opportunities to spread their influence in the Global South.
    plavi011/Shutterstock

    In the Indo-Pacific, much attention has been given to the rise of China and its increasingly assertive posture. Many of Washington’s traditional allies are nervous about its continued engagement in the region and ability to counter China’s rise.

    Chinese leader Xi Jinping has sought to take advantage of the current environment, embarking on a Vietnam, Malaysia and Cambodia push earlier this year. But many nations continue to be wary of China’s increasing influence, in particular the Philippines, which has clashed with China over the South China Sea.

    Strategic hedging

    Not all countries, however, are aligning themselves neatly with one pole or another.

    For small states caught between great powers, navigating this multipolar environment is both a risk and an opportunity.

    Ukraine is a case in point. As a sovereign state, Ukraine should have the freedom to decide its own alignments. Yet, it finds itself ensnared in great power politics, with devastating consequences.

    Other small states are playing a different game — pivoting from one power to another based on their immediate interests.

    Slovakia, for instance, is both a NATO and EU member, yet its leader, Robert Fico, attended Russia’s Victory Day Parade in May and told President Vladimir Putin he wanted to maintain “normal relations” with Russia.

    Then there is Central Asia, which is the centre of a renewed “great game,” with Russia, China and Europe vying for influence and economic partnerships.

    Yet if any Central Asian countries were to be invaded by Putin, would other powers intervene? It’s a difficult question to answer. Major powers are reluctant to engage in direct conflict unless their core interests or borders are directly threatened.

    As a result, Central Asian states are hedging their bets, seeking to maintain relations with multiple poles, despite their conflicting agendas.

    A future defined by regional power blocs?

    While it is still early to draw definitive conclusions, the events of the past few months underscore a growing trend. Smaller countries are expressing solidarity with one power, but pragmatic cooperation with another, when it suits their national interests.

    For this reason, regional power blocs seem to be of increasing interest to countries in the Global South.

    For instance, the China-led Shanghai Cooperation Organisation has become a stronger and larger grouping of nations across Eurasia in recent years.

    Trump’s focus on making “America Great Again,” has taken the load off the US carrying liberal order leadership. A multipolar world may not be the end of the liberal international order, but it may be a reshaped version of liberal governance.

    How “liberal” it can be will likely depend on what each regional power, or pole, will make of it.

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

    ref. Trump’s worldview is causing a global shift of alliances – what does this mean for nations in the middle? – https://theconversation.com/trumps-worldview-is-causing-a-global-shift-of-alliances-what-does-this-mean-for-nations-in-the-middle-257113

    MIL OSI AnalysisEveningReport.nz

  • MIL-OSI USA News: Fact Sheet: President Donald J. Trump Ensures Efficient Funding Processes and Decisions for Energy and Critical Mineral Projects

    Source: US Whitehouse

    STREAMLINING FUNDING APPLICATIONS AND ENSURING EFFICIENT USE OF TAXPAYER FUNDS FOR ENERGY AND CRITICAL MINERAL PROJECTS: Today, President Donald J. Trump signed a Presidential Memorandum that fosters interagency coordination when funding energy and critical mineral projects to better prioritize the use of taxpayer funds and end wasteful duplicative processes.

    • The Memorandum encourages agencies to share information with the National Energy Dominance Council (NEDC) regarding both pending applications for funding and existing funding commitments for energy, critical mineral, or critical material-related projects.
      • This gives the NEDC insight as to whether funds across the Federal government are utilized appropriately and where they are most needed, without redundancies, and the ability to communicate suggestions on fund deployment to agencies.
      • This also enables the NEDC to serve a coordinating function between agencies that are evaluating potential funding recipients, eliminating the need for duplicative diligence workstreams across agencies.
    • The Memorandum further directs the development of a common application for Federal funding opportunities in the energy and critical mineral space to allow for applicants to apply simultaneously to multiple funding programs using one streamlined application.

    CUTTING BUREAUCRATIC RED TAPE: This Memorandum fulfills President Trump’s broader commitment to make government more efficient and support our domestic energy industries.

    • Agencies currently engage in duplicative diligence processes when reviewing funding applications for energy infrastructure and critical mineral and critical material projects.
    • Applicants are burdened with requirements to complete multiple, complex, and substantially similar applications. Agencies conduct substantially the same diligence redundantly in order to make funding decisions.
    • Streamlining this application process and increasing information-sharing across agencies will enable the Federal government to make faster, better funding decisions.

    UNLEASHING AMERICAN ENERGY: President Trump is cutting red tape to unleash American energy.

    • On Day One, President Trump declared a National Energy Emergency to eliminate bureaucratic barriers, unleash innovation, and restore America’s position as the world’s leading energy producer.
    • He established the NEDC to advise on strategies for improving the processes for permitting, production, generation, distribution, regulation, and transportation across all forms of American energy.
    • His Administration has cut down significant regulatory barriers in the energy space already by reforming NEPA, deregulating under the Endangered Species Act, granting regulatory relief under the Clean Air Act, and more.

    MIL OSI USA News

  • MIL-OSI USA News: Presidential Permit Authorizing Steel Reef US Pipelines LLC To Operate and Maintain Pipeline Facilities at Burke County, North Dakota, at the International Boundary Between the United States and Canada

    Source: US Whitehouse

    class=”has-text-align-left”>By virtue of the authority vested in me as President of the United States of America (the “President”), I hereby grant this Presidential permit, subject to the conditions herein set forth, to Steel Reef US Pipelines LLC (the “permittee”).  The permittee is a limited liability company organized under the laws of the State of Delaware and owned by affiliates of Steel Reef Infrastructure Corp., a Canadian privately held corporation organized under the laws of Canada.  Permission is hereby granted to the permittee to operate and maintain existing pipeline Border facilities, as described herein, at the international border of the United States and Canada at Burke County, North Dakota, for the export from the United States into Canada of natural gas liquids, but not including natural gas subject to section 3 of the Natural Gas Act, as amended (15 U.S.C. 717b).

    This permit does not affect the applicability of any otherwise-relevant laws and regulations.  As confirmed in Article 2 of this permit, the Border facilities shall remain subject to all such laws and regulations.

    The term “Facilities” as used in this permit means the portion in the United States of the international pipeline project associated with the permittee’s February 23, 2022, application for an amendment to its existing permit, and any land, structures, installations, or equipment appurtenant thereto.

    The term “Border facilities” as used in this permit means those parts of the Facilities consisting of an 8.625-inch diameter pipeline in existence at the time of this permit’s issuance extending from the international border between the United States and Canada at Burke County, North Dakota, to and including the first mainline shut-off valve or pumping station in the United States, and any land, structures, installations, or equipment appurtenant thereto.

    This permit is subject to the following conditions:

    Article 1.  The Border facilities herein described, and all aspects of their operation, shall be subject to all the conditions, provisions, and requirements of this permit and any subsequent Presidential amendment to it.  The permittee shall make no substantial change in the Border facilities, in the location of the Border facilities, or in the operation authorized by this permit unless the President has approved the change in an amendment to this permit or in a new permit.  Such substantial changes do not include, and the permittee may make, changes to the average daily throughput capacity of the Border facilities to any volume of products that is achievable through the Border facilities, and to the directional flow of any such products.

    Article 2.  The standards for, and the manner of, operation and maintenance of the Border facilities shall be subject to inspection by the representatives of appropriate Federal, State, and local agencies.  Officers and employees of such agencies who are duly authorized and performing their official duties shall be granted free and unrestricted access to the Border facilities by the permittee.  The Border facilities, including the operation and maintenance of the Border facilities, shall be subject to all applicable laws and regulations, including pipeline safety laws and regulations issued or administered by the Pipeline and Hazardous Materials Safety Administration of the U.S. Department of Transportation.  The permittee shall obtain requisite permits from relevant State and local governmental entities, and relevant Federal agencies.

    Article 3.  Upon the termination, revocation, or surrender of this permit, unless otherwise decided by the President, the permittee, at its own expense, shall remove the Border facilities within such time as the President may specify.  If the permittee fails to comply with an order to remove, or to take such other appropriate action with respect to, the Border facilities, the President may direct an appropriate official or agency to take possession of the Border facilities — or to remove the Border facilities or take other action — at the expense of the permittee.  The permittee shall have no claim for damages caused by any such possession, removal, or other action.

    Article 4.  When, in the judgment of the President, ensuring the national security of the United States requires entering upon and taking possession of any of the Border facilities or parts thereof, and retaining possession, management, or control thereof for such a length of time as the President may deem necessary, the United States shall have the right to do so, provided that the President or his designee has given due notice to the permittee.  The United States shall also have the right thereafter to restore possession and control to the permittee.  In the event that the United States exercises the rights described in this article, it shall pay to the permittee just and fair compensation for the use of such Border facilities, upon the basis of a reasonable profit in normal conditions, and shall bear the cost of restoring the Border facilities to their previous condition, less the reasonable value of any improvements that may have been made by the United States.

    Article 5.  Any transfer of ownership or control of the Border facilities, or any part thereof, or any changes to the name of the permittee, shall be immediately communicated in writing to the President or his designee, and shall include information identifying any transferee.  Notwithstanding any such transfers or changes, this permit shall remain in force subject to all of its conditions, permissions, and requirements, and any amendments thereto.

    Article 6.  (1)  The permittee is responsible for acquiring any right-of-way grants or easements, permits, and other authorizations as may become necessary or appropriate.

    (2)  The permittee shall hold harmless and indemnify the United States from any claimed or adjudged liability arising out of construction, connection, operation, or maintenance of the Border facilities, including environmental contamination from the release, threatened release, or discharge of hazardous substances or hazardous waste.

    (3)  To ensure the safe operation of the Border facilities, the permittee shall maintain them and every part of them in a condition of good repair and in compliance with applicable law.

    Article 7.  The permittee shall file with the President or his designee, and with appropriate agencies, such sworn statements or reports with respect to the Border facilities, or the permittee’s activities and operations in connection therewith, as are now, or may hereafter, be required under any law or regulation of the United States Government or its agencies.  These reporting obligations do not alter the intent that this permit be operative as a directive issued by the President alone.

    Article 8.  Upon request, the permittee shall provide appropriate information to the President or his designee with regard to the Border facilities.  Such requests could include information concerning current conditions or anticipated changes in ownership or control, construction, connection, operation, or maintenance of the Border facilities.

    Article 9.  This permit is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person.

    IN WITNESS WHEREOF, I have hereunto set my hand this thirtieth day of June, in the year of our Lord two thousand twenty-five, and of the Independence of the United States of America the two hundred and forty-ninth.

    DONALD J. TRUMP

    MIL OSI USA News

  • MIL-OSI USA News: Presidential Permit Authorizing South Bow (USA) LP to Operate and Maintain Pipeline Facilities at Cavalier County, North Dakota, at the International Boundary Between the United States and Canada

    Source: US Whitehouse

    class=”has-text-align-left”>Dear Mr. Speaker:   (Dear Mr. President:)

    On the night of June 21, 2025, at my direction, United States forces conducted a precision strike against three nuclear facilities in Iran used by the Government of the Islamic Republic of Iran for its nuclear weapons development program.  The strike was taken to advance vital United States national interests, and in collective self-defense of our ally, Israel, by eliminating Iran’s nuclear program.

    The strike was limited in scope and purpose.  The United States discretely targeted three Iranian nuclear facilities.  Iranian troops and other military facilities were not targeted.  No United States ground forces were used in the strike, and the mission was planned and executed in a manner designed to minimize casualties, deter future attacks, and limit the risk of escalation.

    I directed this military action consistent with my responsibility to protect United States citizens both at home and abroad as well as in furtherance of United States national security and foreign policy interests.  I acted pursuant to my constitutional authority as Commander in Chief and Chief Executive and pursuant to my constitutional authority to conduct United States foreign relations.  The United States took this necessary and proportionate action consistent with international law, and the United States stands ready to take further action, as necessary and appropriate, to address further threats or attacks.

    I am providing this report as part of my efforts to keep the Congress fully informed, consistent with the War Powers Resolution (Public Law 93-148).  I appreciate the support of the Congress in this action.

                      Sincerely,

                                 DONALD J. TRUMP

    MIL OSI USA News

  • MIL-OSI USA News: Providing for the Revocation of Syria Sanctions

    Source: US Whitehouse

    By the authority vested in me as President by the Constitution and the laws of the United States of America, including the International Emergency Economic Powers Act (50 U.S.C. 1701 et seq.), the National Emergencies Act (50 U.S.C. 1601 et seq.) (NEA), the Syria Accountability and Lebanese Sovereignty Restoration Act of 2003 (Public Law 108-175) (Syria Accountability Act), the Chemical and Biological Weapons Control and Warfare Elimination Act of 1991 (Public Law 102-182, title III) (CBW Act), the Caesar Syria Civilian Protection Act of 2019, as amended (22 U.S.C. 8791 note) (Caesar Act), the Illicit Captagon Trafficking Suppression Act of 2023 (Public Law 118-50, div. P), and section 301 of title 3, United States Code, it is hereby ordered:

    Section 1.  Background.  The United States is committed to supporting a Syria that is stable, unified, and at peace with itself and its neighbors.  A united Syria that does not offer a safe haven for terrorist organizations and ensures the security of its religious and ethnic minorities will support regional security and prosperity.  The Secretary of State and the Secretary of the Treasury have taken initial steps towards this goal through the issuance on May 23, 2025, of General License 25 and a waiver of sanctions under the Caesar Act. 

    Sec2.  Policy.  It is the policy of the United States to recognize that circumstances that gave rise to the actions taken in the Executive Orders described in section 3(a) of this order, related to the policies and actions of the former regime of Bashar al-Assad, have been transformed by developments over the past 6 months, including the positive actions taken by the new Syrian government under President Ahmed al-Sharaa.  This order supports United States national security and foreign policy goals by directing additional actions, including the removal of sanctions on Syria, the issuance of waivers that permit the relaxation of export controls and other restrictions on Syria, and other actions to be taken by the Secretary of State, the Secretary of the Treasury, and the Secretary of Commerce, as well as by other executive departments and agencies (agencies) of the United States, without providing relief to ISIS or other terrorist organizations, human rights abusers, those linked to chemical weapons or proliferation-related activities, or other persons that threaten the peace, security, or stability of the United States, Syria, and its neighbors. 

    Sec3.  Revocation of Syria Sanctions.  (a)  Effective July 1, 2025, I hereby terminate the national emergency declared in Executive Order 13338 of May 11, 2004 (Blocking Property of Certain Persons and Prohibiting the Export of Certain Goods to Syria), and revoke that order, as well as Executive Order 13399 of April 25, 2006 (Blocking Property of Additional Persons in Connection With the National Emergency With Respect to Syria), Executive Order 13460 of February 13, 2008 (Blocking Property of Additional Persons in Connection With the National Emergency With Respect to Syria), Executive Order 13572 of April 29, 2011 (Blocking Property of Certain Persons with Respect to Human Rights Abuses in Syria), Executive Order 13573 of May 18, 2011 (Blocking Property of Senior Officials of the Government of Syria), and Executive Order 13582 of August 17, 2011 (Blocking Property of the Government of Syria and Prohibiting Certain Transactions with Respect to Syria).
         (b)  Pursuant to section 202(a) of the NEA (50 U.S.C. 1622(a)), termination of the national emergency declared in Executive Order 13338, as modified in scope and relied upon for additional steps taken in Executive Order 13399, Executive Order 13460, Executive Order 13572, Executive Order 13573, and Executive Order 13582 shall not affect any action taken or pending proceeding not finally concluded or determined as of July 1, 2025, any action or proceeding based on any act committed prior to July 1, 2025, or any rights or duties that matured or penalties that were incurred prior to July 1, 2025.

    Sec4.  Accountability for the Former Regime of Bashar al‑Assad.  I find that additional steps must be taken to ensure meaningful accountability for perpetrators of war crimes, human rights violations and abuses, and the proliferation of narcotics trafficking networks in and in relation to Syria during the former regime of Bashar al-Assad and by those associated with it.  Perpetrators of such actions threaten to undermine peace, security, and stability in the region, and thereby constitute an unusual and extraordinary threat to the national security and foreign policy of the United States.
         (a)  I hereby expand the scope of the national emergency declared in Executive Order 13894 of October 14, 2019 (Blocking Property and Suspending Entry of Certain Persons Contributing to the Situation in Syria), as amended in and relied on for additional steps taken in Executive Order 14142 of January 15, 2025 (Taking Additional Steps With Respect to the Situation in Syria), to deal with that threat, and accordingly further amend Executive Order 13894 by:
            (i)   striking section 1(a) and inserting, in lieu thereof, the following:
         “Section 1.  (a)  All property and interests in property that are in the United States, that hereafter come within the United States, or that are or hereafter come within the possession or control of any United States person of the following persons are blocked and may not be transferred, paid, exported, withdrawn, or otherwise dealt in: 
            (i)  any person determined by the Secretary of the Treasury, in consultation with the Secretary of State:
              (A)  to be responsible for or complicit in, or to have directly or indirectly engaged in, or attempted to engage in, any of the following in or in relation to Syria:
                 (1)  actions or policies that further threaten the peace, security, stability, or territorial integrity of Syria; or
                 (2)  the commission of serious human rights abuse;
              (B)  to be a former government official of the former regime of Bashar al-Assad or a person who acted for or on behalf of such an official;
              (C)  to have engaged in, or attempted to engage in, activities or transactions that have materially contributed to, or pose a significant risk of materially contributing to, the illicit production and international illicit proliferation of captagon;
              (D)  to be responsible for or complicit in, to have directly or indirectly engaged in, or to be responsible for ordering, controlling, or otherwise directing, instances in which a United States national ((i) as defined in 8 U.S.C. 1101(a)(22) or 8 U.S.C. 1408, or (ii) a lawful permanent resident with significant ties to the United States) went missing in Syria during the former regime of Bashar al-Assad; 
              (E)  to have materially assisted, sponsored, or provided financial, material, or technological support for, or goods or services to or in support of: 
                 (1)  the former regime of Bashar al-Assad; 
                 (2)  any activity described in subsections (a)(i)(A)–(a)(i)(D) of this section; or 
                 (3)  any person whose property and interests in property are blocked pursuant to this order; 
              (F)  to be owned or controlled by, or to have acted or purported to act for or on behalf of, directly or indirectly, any person whose property and interests in property are blocked pursuant to this order; or
              (G)  to be an adult family member of a person designated under subsections (a)(i)(A)–(a)(i)(D) of this section.”; and
            (ii)  striking section 2(a) and inserting, in lieu thereof, the following:  
         “Sec. 2.  (a)  The Secretary of State, in consultation with the Secretary of the Treasury and other officials of the United States Government as appropriate, is hereby authorized to impose on a foreign person any of the sanctions described in subsections (b) and (c) of this section, upon determining that the person, on or after the date of this order: 
            (i)    is responsible for or complicit in, has directly or indirectly engaged in, or attempted to engage in, or financed the obstruction, disruption, or prevention of efforts to promote a Syria that is stable, unified, and at peace with itself and its neighbors, including:
              (A)  the convening and conduct of a credible and inclusive Syrian-led constitutional process;
              (B)  the preparation for and conduct of supervised elections, pursuant to the new constitution, that are free and fair and to the highest international standards of transparency and accountability; or
              (C)  the development of a Syrian government that is representative and reflects the will of the Syrian people;
            (ii)   is an adult family member of a person designated under subsection (a)(i) of this section; or
            (iii)  is responsible for or complicit in, or has directly or indirectly engaged in, or attempted to engage in, the expropriation of property, including real property, for personal gain or political purposes in Syria.”
         (b)  I additionally amend Executive Order 13606 of April 22, 2012 (Blocking the Property and Suspending Entry into the United States of Certain Persons With Respect to Grave Human Rights Abuses by the Governments of Iran and Syria Via Information Technology), by removing the following text from the preamble:  “Executive Order 13338 of May 11, 2004, as modified in scope and relied upon for additional steps in subsequent Executive Orders” and replacing it with:  “Executive Order 13894 of October 14, 2019, and relied upon for additional steps and further amended in subsequent Executive Orders.”

    Sec5.  Caesar Act.  The Secretary of State, in consultation with the Secretary of the Treasury, shall examine whether the criteria set forth in section 7431(a) of the Caesar Act have been met, and on the basis of that examination may, pursuant to the Presidential Memorandum of March 31, 2020 (Delegation of Certain Functions and Authorities Under the National Defense Authorization Act for Fiscal Year 2020), suspend in whole or in part the imposition of sanctions otherwise required under the Caesar Act.  If the Secretary of State determines to suspend in whole or in part the imposition of such sanctions, the Secretary of State, in consultation with the Secretary of the Treasury, shall provide the briefing to the appropriate congressional committees required by section 7431(b) of the Caesar Act within 30 days of such determination.  Further, the Secretary of State, in consultation with the Secretary of the Treasury, shall continue to review the situation in Syria, and if the Secretary of State, in consultation with the Secretary of the Treasury, determines that the criteria set forth in section 7431(a) are no longer met, the Secretary of State shall reimpose sanctions. 

    Sec6.  Syria Accountability Act.  I hereby determine pursuant to section 5(b) of the Syria Accountability Act that it is in the national security interest of the United States to waive the application of subsection (a)(1), with respect to items on the Commerce Control List (supp. No. 1 to 15 C.F.R. part 774) only, and subsection (a)(2)(A) of the Syria Accountability Act only.  The Secretary of State shall submit to the appropriate congressional committees the report required under section 5(b) of that Act.

    Sec7.  CBW Act.  (a)  Pursuant to section 307(d)(1)(B) of the CBW Act, I hereby determine and certify that there has been a fundamental change in the leadership and policies of the Government of the Syrian Arab Republic.  Accordingly, I hereby waive the following sanctions imposed on Syria for the prior use of chemical weapons under the former regime of Bashar al-Assad:
            (i) the restriction on foreign assistance under section 307(a)(1) of the CBW Act;
            (ii)   the restriction on United States Government credit, credit guarantees, or other financial assistance under section 307(a)(4) of the CBW Act;
            (iii)  the restrictions on the export of national security-sensitive goods and technology under section 307(a)(5) of the CBW Act and on all other goods and technology under section 307(b)(2)(C) of the CBW Act; and
            (iv)   the restriction on United States banks from making any loan or providing any credit to the Government of Syria under section 307(b)(2)(B) of the CBW Act.
         (b)  The Secretary of State shall transmit this waiver determination and report as required by sections 307(d)(1)(B) and (d)(2) of the CBW Act to the appropriate congressional committees.  This waiver shall be effective 20 days after it has been so transmitted.

    Sec8.  Counterterrorism Designations.  (a)  The Secretary of State, in consultation with the Secretary of the Treasury and the Attorney General, shall take all appropriate action with respect to the designation of al-Nusrah Front, also known as Hay’at Tahrir al-Sham and other aliases, as a Foreign Terrorist Organization under 8 U.S.C. 1189 and as a Specially Designated Global Terrorist under 50 U.S.C. 1702 and Executive Order 13224, as well as the designation of Abu Muhammad al Jawlani, commonly known as Ahmed al-Sharaa, as a Specially Designated Global Terrorist.
         (b)  The Secretary of State shall take all appropriate action to review the designation of Syria as a State Sponsor of Terrorism consistent with section 1754(c) of the National Defense Authorization Act for Fiscal Year 2019 (Public Law 115-232; 50 U.S.C. 4813(c)), section 40 of the Arms Export Control Act (Public Law 90-629, as amended; 22 U.S.C. 2780), and section 620A of the Foreign Assistance Act of 1961 (Public Law 87-195, as amended; 22 U.S.C. 2371).

    Sec9.  United Nations.  The Secretary of State shall take appropriate steps to advance United States policy objectives at the United Nations to support a Syria that is stable and at peace and to support Syrian efforts to counter terrorism and comply with its responsibilities and obligations concerning weapons of mass destruction, including chemical and biological weapons.  The Secretary of State is further directed to explore avenues at the United Nations to provide sanctions relief in support of these objectives.

    Sec10.  Implementation.  The Secretary of State, the Secretary of the Treasury, and the Secretary of Commerce, as appropriate, are hereby authorized to take such actions, including adopting rules and regulations, as may be necessary to implement this order.  The Secretary of State, the Secretary of the Treasury, and the Secretary of Commerce may, consistent with applicable law, redelegate any of these functions within their respective agencies.  The Secretary of State, in consultation with the Secretary of the Treasury, the Secretary of Commerce, and the Secretary of Transportation, as appropriate, is authorized to exercise the functions and authorities conferred upon the President in section 5 of the Syria Accountability Act and to redelegate these functions and authorities consistent with applicable law.  All agencies of the United States shall take all appropriate measures within their authority to implement this order, consistent with applicable law.

    Sec11.  General Provisions.  (a)  Nothing in this order shall be construed to impair or otherwise affect:
            (i)   the authority granted by law to an executive department or agency, or the head thereof; or
            (ii)  the functions of the Director of the Office of Management and Budget relating to budgetary, administrative, or legislative proposals.
         (b)  This order shall be implemented consistent with applicable law and subject to the availability of appropriations.
         (c)  This order is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person.
         (d)  The costs for publication of this order shall be borne by the Department of State.

                            DONALD J. TRUMP

    THE WHITE HOUSE,
    June 30, 2025.

    MIL OSI USA News

  • MIL-OSI USA News: National Security Presidential Memorandum/NSPM-5

    Source: US Whitehouse

    MEMORANDUM FOR THE VICE PRESIDENT

    THE SECRETARY OF STATE

    THE SECRETARY OF THE TREASURY

    THE SECRETARY OF DEFENSE

    THE ATTORNEY GENERAL

    THE SECRETARY OF THE INTERIOR

    THE SECRETARY OF AGRICULTURE

    THE SECRETARY OF COMMERCE

    THE SECRETARY OF HEALTH AND HUMAN SERVICES

    THE SECRETARY OF TRANSPORTATION

    THE SECRETARY OF HOMELAND SECURITY

    THE DIRECTOR OF NATIONAL INTELLIGENCE

    THE DIRECTOR OF THE CENTRAL INTELLIGENCE

        AGENCY

    THE CHAIRMAN OF THE JOINT CHIEFS OF STAFF

    THE ASSISTANT TO THE PRESIDENT AND CHIEF OF

       STAFF

    THE DIRECTOR OF THE OFFICE OF MANAGEMENT AND

       BUDGET

    THE ASSISTANT TO THE PRESIDENT FOR NATIONAL

       SECURITY AFFAIRS

    THE ASSISTANT TO THE PRESIDENT AND HOMELAND

        SECURITY ADVISOR

    THE COUNSEL TO THE PRESIDENT

    THE ASSISTANT TO THE PRESIDENT FOR ECONOMIC

        POLICY

    THE UNITED STATES TRADE REPRESENTATIVE

    THE DIRECTOR OF THE OFFICE OF SCIENCE AND

       TECHNOLOGY POLICY

    THE REPRESENTATIVE OF THE UNITED STATES OF

       AMERICA TO THE UNITED NATIONS

    THE ADMINISTRATOR OF THE SMALL BUSINESS

       ADMINISTRATION

    THE ADMINISTRATOR OF THE UNITED STATES AGENCY FOR

       INTERNATIONAL DEVELOPMENT

    THE DIRECTOR OF THE OFFICE OF PERSONNEL

       MANAGEMENT

    SUBJECT:       Reissuance of and Amendments to National Security Presidential Memorandum 5 on Strengthening the Policy of the United States Toward Cuba

    Section 1.  Purpose.  The United States recognizes the need for more freedom and democracy, improved respect for human rights, and increased free enterprise in Cuba.  The Cuban people have long suffered under a Communist regime that suppresses their legitimate aspirations for freedom and prosperity and fails to respect their essential human dignity.

    My Administration’s policy will be guided by the national security and foreign policy interests of the United States, as well as solidarity with the Cuban people.  I will seek to promote a stable, prosperous, and free country for the Cuban people.  To that end, we must channel funds toward the Cuban people and away from a regime that has failed to meet the most basic requirements of a free and just society.

    In Cuba, dissidents and peaceful protesters are arbitrarily detained and held in terrible prison conditions.  Violence and intimidation against dissidents occur with impunity.  Families of political prisoners are retaliated against for peacefully protesting the improper confinement of their loved ones.  Worshippers are harassed, and free association by civil society organizations is blocked.  The right to speak freely, including through access to the internet, is denied, and there is no free press.  The United States condemns these abuses.

    The initial actions set forth in this memorandum, including restricting certain financial transactions and travel, encourage the Cuban government to address these abuses.  My Administration will continue to evaluate its policies so as to improve human rights, encourage the rule of law, foster free markets and free enterprise, and promote democracy in Cuba.

    Sec. 2.  Policy.  It shall be the policy of the executive branch to:

    (a)  End economic practices that disproportionately benefit the Cuban government or its military, intelligence, or security agencies or personnel at the expense of the Cuban people.

    (b)  Ensure adherence to the statutory ban on tourism to Cuba.

    (c)  Support the economic embargo of Cuba described in section 4(7) of the Cuban Liberty and Democratic Solidarity (LIBERTAD) Act of 1996 (the embargo), including by opposing measures that call for an end to the embargo at the United Nations and other international forums and through regular reporting on whether the conditions of a transition government exist in Cuba.

    (d)  Amplify efforts to support the Cuban people through the expansion of internet services, free press, free enterprise, free association, and lawful travel.

    (e)  Not reinstate the “Wet Foot, Dry Foot” policy, which encouraged untold thousands of Cuban nationals to risk their lives to travel unlawfully to the United States.

    (f)  Ensure that engagement between the United States and Cuba advances the interests of the United States and the Cuban people.  These interests include:  advancing Cuban human rights; encouraging the growth of a Cuban private sector independent of government control; enforcing final orders of removal against Cuban nationals in the United States; protecting the national security and public health and safety of the United States, including through proper engagement on criminal cases and working to ensure the return of fugitives from American justice living in Cuba or being harbored by the Cuban government; supporting United States agriculture and protecting plant and animal health; advancing the understanding of the United States regarding scientific and environmental challenges; and facilitating safe civil aviation.

    Sec. 3.  Implementation.  The heads of executive departments and agencies (agencies) shall begin to implement the policy set forth in section 2 of this memorandum as follows:

    (a)  Within 30 days of the date of this memorandum, the Secretary of the Treasury and the Secretary of Commerce, as appropriate and in coordination with the Secretary of State and the Secretary of Transportation, shall initiate a process to adjust current regulations regarding transactions with Cuba.

    (i)    As part of the regulatory changes described in this subsection, the Secretary of State shall identify any entities or subentities, as appropriate, that are under the control of, or act for or on behalf of, or for the benefit of, the Cuban military, intelligence, or security services or personnel (such as Grupo de Administracion Empresarial S.A. (GAESA), its affiliates, subsidiaries, and successors), and publish a list of those identified entities and subentities with which direct or indirect financial transactions would disproportionately benefit such services or personnel at the expense of the Cuban people or private enterprise in Cuba.

    (ii)   Except as provided in subsection (a)(iii) of this section, the regulatory changes described in this subsection shall prohibit direct or indirect financial transactions with those entities or subentities on the list published pursuant to subsection (a)(i) of this section.

    (iii)  The regulatory changes described in this subsection shall not prohibit transactions that the Secretary of the Treasury or the Secretary of Commerce, in coordination with the Secretary of State, determines are consistent with the policy set forth in section 2 of this memorandum and:

    (A)  concern Federal Government operations, including Naval Station Guantanamo Bay and the United States mission in Havana;

    (B)  support programs to build democracy in Cuba;

    (C)  concern air and sea operations that support permissible travel, cargo, or trade;

    (D)  support the acquisition of visas for permissible travel;

    (E)  support the expansion of direct telecommunications and internet access for the Cuban people;

    (F)  support the sale of agricultural commodities, medicines, and medical devices sold to Cuba consistent with the Trade Sanctions Reform and Export Enhancement Act of 2000 (22 U.S.C. 7201 et seq.) and the Cuban Democracy Act of 2002 (22 U.S.C. 6001 et seq.);

    (G)  relate to sending, processing, or receiving authorized remittances;

    (H)  otherwise further the national security or foreign policy interests of the United States; or

    (I)  are required by law.

    (b)  Within 30 days of the date of this memorandum, the Secretary of the Treasury, in coordination with the Secretary of State, shall initiate a process to adjust current regulations to ensure adherence to the statutory ban on tourism to Cuba.

    (i)    The amended regulations shall require that educational travel be for legitimate educational purposes.  Except for educational travel that was permitted by regulation in effect on January 27, 2011, all educational travel shall be under the auspices of an organization subject to the jurisdiction of the United States, and all such travelers must be accompanied by a representative of the sponsoring organization.

    (ii)   The regulations shall further require that those traveling for the permissible purposes of non academic education or to provide support for the Cuban people:

    (A)  engage in a full-time schedule of activities that enhance contact with the Cuban people, support civil society in Cuba, or promote the Cuban people’s independence from Cuban authorities; and

    (B)  meaningfully interact with individuals in Cuba.

    (iii)  The regulations shall continue to provide that every person engaging in travel to Cuba shall keep full and accurate records of all transactions related to authorized travel, regardless of whether they were effected pursuant to license or otherwise, and such records shall be available for examination by the Department of the Treasury for at least 5 years after the date they occur.

    (iv)   The Secretary of State, the Secretary of the Treasury, the Secretary of Commerce, and the Secretary of Transportation shall review their respective agencies’ enforcement of all categories of permissible travel within 90 days of the date the regulations described in this subsection are finalized to ensure such enforcement accords with the policies outlined in section 2 of this memorandum.

    (c)  The Secretary of the Treasury shall regularly audit travel to Cuba to ensure that travelers are complying with relevant statutes and regulations.  The Secretary of the Treasury shall request that the Inspector General of the Department of the Treasury inspect the actions taken by the Department of the Treasury to implement this audit requirement.  The Inspector General of the Department of the Treasury shall provide a report to the President, through the Secretary of the Treasury, summarizing the results of that inspection within 180 days of the adjustment of current regulations described in subsection (b) of this section and annually thereafter.

    (d)  The Secretary of the Treasury shall adjust the Department of the Treasury’s current regulation defining the term “prohibited officials of the Government of Cuba” so that, for purposes of title 31, part 515 of the Code of Federal Regulations, it includes Ministers and Vice-Ministers; members of the Council of State and the Council of Ministers; members and employees of the National Assembly of People’s Power; members of any provincial assembly; local sector chiefs of the Committees for the Defense of the Revolution; Director Generals and sub-Director Generals and higher of all Cuban ministries and state agencies; employees of the Ministry of the Interior (MININT); employees of the Ministry of Defense (MINFAR); secretaries and first secretaries of the Confederation of Labor of Cuba (CTC) and its component unions; chief editors, editors, and deputy editors of Cuban state-run media organizations and programs, including newspapers, television, and radio; and members and employees of the Supreme Court (Tribuno Supremo Nacional).

    (e)  The Secretary of State and the Representative of the United States of America to the United Nations shall oppose efforts at the United Nations or (with respect to the Secretary of State) any other international forum to lift the embargo until a transition government in Cuba, as described in section 205 of the LIBERTAD Act, exists.

    (f)  The Secretary of State, in coordination with the Attorney General, shall provide a report to the President assessing whether and to what degree the Cuban government has satisfied the requirements of a transition government as described in section 205(a) of the LIBERTAD Act, taking into account the additional factors listed in section 205(b) of that Act.  This report shall include a review of human rights abuses committed against the Cuban people, such as unlawful detentions, arbitrary arrests, and inhumane treatment.

    (g)  The Attorney General shall, within 90 days of the date of this memorandum, issue a report to the President on issues related to fugitives from American justice living in Cuba or being harbored by the Cuban government.

    (h)  The Secretary of State and the Administrator of the United States Agency for International Development shall review all democracy development programs of the Federal Government in Cuba to ensure that they align with the criteria set forth in section 109(a) of the LIBERTAD Act.

    (i)  The Secretary of State shall convene a task force, composed of relevant agencies, including the Office of Cuba Broadcasting, and appropriate non-governmental organizations and private-sector entities, to examine the technological challenges and opportunities for expanding internet access in Cuba, including through Federal Government support of programs and activities that encourage freedom of expression through independent media and internet freedom so that the Cuban people can enjoy the free and unregulated flow of information.

    (j)  The Secretary of State and the Secretary of Homeland Security shall continue to discourage dangerous, unlawful migration that puts Cuban and American lives at risk.  The Secretary of Defense shall continue to provide support, as necessary, to the Department of State and the Department of Homeland Security in carrying out duties regarding interdiction of migrants.

    (k)  The Secretary of State, in coordination with the Secretary of the Treasury, the Secretary of Defense, the Attorney General, the Secretary of Commerce, and the Secretary of Homeland Security, shall annually report to the President regarding the engagement of the United States with Cuba to ensure that engagement is advancing the interests of the United States.

    (l)  All activities conducted pursuant to subsections (a) through (k) of this section shall be carried out in a manner that furthers the interests of the United States, including by appropriately protecting sensitive sources, methods, and operations of the Federal Government.

    Sec. 4.  Earlier Presidential Actions.  (a)  This memorandum amends sections 1 and 3 of National Security Presidential Memorandum 5 of June 16, 2017 (Strengthening the Policy of the United States Toward Cuba) (NSPM-5), and reissues NSPM-5 in its entirety.  It does not otherwise amend the text or timelines reflected in the original NSPM-5 and is not intended to direct agencies to repeat actions already implemented under that NSPM.

    (b)  This memorandum supersedes and replaces both National Security Presidential Directive 52 of June 28, 2007 (U.S. Policy toward Cuba), and Presidential Policy Directive 43 of October 14, 2016 (United States-Cuba Normalization).

    (c)  This memorandum does not affect either Executive Order 12807 of May 24, 1992 (Interdiction of Illegal Aliens), or Executive Order 13276 of November 15, 2002 (Delegation of Responsibilities Concerning Undocumented Aliens Interdicted or Intercepted in the Caribbean Region).

    Sec. 5.  General Provisions.  (a)  Nothing in this memorandum shall be construed to impair or otherwise affect:

    (i)  the authority granted by law to an executive department or agency, or the head thereof; or

    (ii)  the functions of the Director of the Office of Management and Budget relating to budgetary, administrative, or legislative proposals.

    (b)  This memorandum shall be implemented consistent with applicable law and subject to the availability of appropriations.

    (c)  This memorandum is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person.

    (d)  The Secretary of State is hereby authorized and directed to publish this memorandum in the Federal Register.

    DONALD J. TRUMP

    MIL OSI USA News

  • MIL-OSI USA News: Fact Sheet: President Donald J. Trump Provides for the Revocation of Syria Sanctions

    Source: US Whitehouse

    TERMINATING SANCTIONS ON SYRIA: Today, President Donald J. Trump signed a historic Executive Order terminating the Syria sanctions program to support the country’s path to stability and peace.

    • The Order removes sanctions on Syria while maintaining sanctions on Bashar al-Assad, his associates, human rights abusers, drug traffickers, persons linked to chemical weapons activities, ISIS or its affiliates, and Iranian proxies.
    • The Order directs the Secretary of State to evaluate suspending sanctions, either in whole or in part if specific criteria are met, under the Caesar Act, a law that sanctions the Assad regime for atrocities.
    • The Order permits the relaxation of export controls on certain goods and waives restrictions on certain foreign assistance to Syria.
    • The Order directs the Secretary of State to review Hay’at Tahrir al-Sham’s (HTS) designation as a Foreign Terrorist Organization.
    • The Order directs the Secretary of State to review HTS and Ahmed al-Sharaa’s designations as Specially Designated Global Terrorists.
    • The Order directs the Secretary of State to review Syria’s designation as a State Sponsor of Terrorism.
    • The Order directs the Secretary of State to explore avenues for sanctions relief at the United Nations to support stability in Syria.

    GIVING SYRIA A CHANCE TO SUCCEED: President Trump is committed to supporting a Syria that is stable, unified, and at peace with itself and its neighbors.

    • President Trump wants Syria to succeed—but not at the expense of U.S. interests. While seeking to reengage constructively, this Administration will continue to guard against all threats and monitor progress on key priorities: taking concrete steps toward normalizing ties with Israel, addressing foreign terrorists, deporting Palestinian terrorists and banning Palestinian terrorist groups, helping the United States prevent a resurgence of ISIS, and assuming responsibility for ISIS detention centers in northeast Syria.
    • U.S. sanctions were imposed in response to the Assad regime’s brutal actions against the Syrian people and their direct support for terrorism in the region.
    • Recent positive changes and actions taken by the Government of Syria, after the fall of the brutal Assad Regime, demonstrate promise for a stable and peaceful future.
    • Removing sanctions will support Syria’s efforts to rebuild and counter terrorism without empowering harmful actors.
    • A unified Syria that protects its people and rejects extremism strengthens security and prosperity in the Middle East.
    • This policy aligns with U.S. goals to promote peace and stability in the region while holding accountable those responsible for past atrocities or terrorism.

    PROMISE MADE, PROMISE KEPT: President Trump is delivering on his commitment to give Syria a chance to rebuild and thrive by lifting sanctions and ensuring accountability for harmful actors.

    • On May 13, President Trump announced he would be lifting sanctions on Syria to “give them a chance at greatness.”
      • President Trump: “The sanctions were brutal and crippling and served as an important — really an important function — nevertheless, at the time. But now it’s their time to shine … So, I say, ‘Good luck, Syria.’ Show us something very special.”
    • The Treasury Department quickly took the first step in lifting sanctions on Syria by issuing a general license, known as GL25, to authorize transactions involving the interim Syrian government, its central bank, and state-owned enterprises. Simultaneously, the State Department issued a 180-day waiver of sanctions under the Caesar Act. 
    • President Trump is now fully delivering on that promise by taking bold action to implement the termination of the Syria sanctions program.
    • The world should take notice—if you want to take meaningful steps towards peace and stability, then the United States is willing to move rapidly to support you. 
    • President Trump hopes that Syria’s new government “will hopefully succeed in stabilizing the country in keeping peace.”
    • President Trump believes “there is great potential in working with Syria to stop Radicalism, improve Relations, and secure Peace in the Middle East.”

    MIL OSI USA News

  • MIL-OSI USA News: Fact Sheet: President Donald J. Trump Strengthens the Policy of the United States Toward Cuba

    Source: US Whitehouse

    STRENGTHENING THE POLICY OF THE UNITED STATES TOWARD CUBA: Today, President Donald J. Trump signed a National Security Presidential Memorandum (NSPM) to strengthen the policy of the United States toward Cuba.

    • This NSPM restores and strengthens the robust Cuba policy from the President’s first term, reversing the Biden Administration’s revocation that eased pressure on the Cuban regime.
    • The NSPM ends economic practices that disproportionately benefit the Cuban government, military, intelligence, or security agencies at the expense of the Cuban people.
      • Direct or indirect financial transactions with entities controlled by the Cuban military, such as Grupo de Administracion Empresarial S.A. (GAESA), and its affiliates are prohibited, with exceptions for transactions that advance U.S. policy goals or support the Cuban people.
    • It enforces the statutory ban on U.S. tourism to Cuba and ensures compliance through regular audits and mandatory record-keeping of all travel-related transactions for at least five years.
    • The NSPM supports the economic embargo of Cuba and opposes calls in the United Nations and other international forums for its termination.
    • The NSPM amplifies efforts to support the Cuban people through the expansion of internet services, free press, free enterprise, free association, and lawful travel.
    • It ensures the “Wet Foot, Dry Foot” policy remains terminated to discourage dangerous, unlawful migration.
    • The NSPM ensures that engagement between the United States and Cuba advances the interests of the United States and the Cuban people, including through promoting human rights, fostering a private sector independent of government control, and enhancing national security.
    • The NSPM mandates a review of human rights abuses in Cuba, including unlawful detentions and inhumane treatment, and requires a report on fugitives from American justice living in Cuba or being harbored by the Cuban government.

    PROMOTING A STABLE, PROSPEROUS, AND FREE CUBA: President Trump is committed to fostering a free and democratic Cuba, addressing the Cuban people’s long-standing suffering under a Communist regime.

    • The Cuban people have long suffered under a Communist regime that suppresses their legitimate aspirations for freedom and prosperity, arbitrarily detains dissidents, and holds political prisoners in inhumane conditions.
    • Violence and intimidation against dissidents occur with impunity, while families of political prisoners face retaliation for their advocacy.
    • The regime harasses worshippers, blocks free association by civil society organizations, and denies free speech, including through limited internet access and the absence of a free press.
    • The Cuban government harbors fugitives of American justice and fails to meet the basic requirements of a free and just society.

    HOLDING THE CUBAN REGIME ACCOUNTABLE: President Trump is continuing efforts from his first term to stand with the Cuban people and hold the regime accountable.

    • In his first term, President Trump implemented a robust policy towards Cuba, reversing the Obama Administration’s one-sided deal that eased restrictions without securing meaningful reforms for the Cuban people.
    • Now, President Trump is once again implementing a firm policy stance.
      • President Trump is fulfilling his campaign promise: “As president, I will again stand with the people of Cuba in their long quest for justice, liberty and freedom.”
    • President Trump also recently implemented a new travel ban that applies to Cuba.
      • It lists Cuba as a state sponsor of terrorism and cites its failure to cooperate or share sufficient law enforcement information with the United States, its historical refusal to accept back its removable nationals, and its high visa overstay rate.

    MIL OSI USA News

  • MIL-OSI USA News: Presidential Permit: Authorizing Junction Pipeline Company, LLC to Construct, Connect, Operate, and Maintain Pipeline Facilities at Toole County, Montana, at the International Boundary Between the United States and Canada

    Source: US Whitehouse

    class=”has-text-align-left”>By virtue of the authority vested in me as President of the United States of America (the “President”), I hereby grant this Presidential permit, subject to the conditions herein set forth, to Junction Pipeline Company, LLC (the “permittee”).  The permittee is a limited liability company, organized under the laws of the State of Texas.  Permission is hereby granted to the permittee to construct, connect, operate, and maintain pipeline Border facilities, as described herein, at the international border of the United States and Canada at Toole County, Montana, for the import from Canada into the United States of crude oil and petroleum products of every description, refined or unrefined (inclusive of, but not limited to, naphtha, liquefied petroleum gas, natural gas liquids, jet fuel, gasoline, kerosene, and diesel), but not including natural gas subject to section 3 of the Natural Gas Act, as amended (15 U.S.C. 717b).

    This permit does not affect the applicability of any otherwise-relevant laws and regulations.  As confirmed in Article 2 of this permit, the Border facilities shall remain subject to all such laws and regulations.

    The term “Facilities” as used in this permit means the portion in the United States of the international pipeline project associated with the permittee’s April 8, 2021, application for an amendment to its existing permit, and any land, structures, installations, or equipment appurtenant thereto.

    The term “Border facilities” as used in this permit means those parts of the Facilities consisting of a 30-inch diameter pipeline extending from the international border between the United States and Canada at Toole County, Montana, to and including the first mainline shut-off valve or pumping station in the United States located approximately one quarter of a mile from the international border, and any land, structures, installations, or equipment appurtenant thereto.

    This permit is subject to the following conditions:

    Article 1.  The Border facilities herein described, and all aspects of their operation, shall be subject to all the conditions, provisions, and requirements of this permit and any subsequent Presidential amendment to it.  The permittee shall make no substantial change in the Border facilities, in the location of the Border facilities, or in the operation authorized by this permit unless the President has approved the change in an amendment to this permit or in a new permit.  Such substantial changes do not include, and the permittee may make, changes to the average daily throughput capacity of the Border facilities to any volume of products that is achievable through the Border facilities, and to the directional flow of any such products.

    Article 2.  The standards for, and the manner of, construction, connection, operation, and maintenance of the Border facilities shall be subject to inspection by the representatives of appropriate Federal, State, and local agencies.  Officers and employees of such agencies who are duly authorized and performing their official duties shall be granted free and unrestricted access to the Border facilities by the permittee.  The Border facilities, including the construction, connection, operation, and maintenance of the Border facilities, shall be subject to all applicable laws and regulations, including pipeline safety laws and regulations issued or administered by the Pipeline and Hazardous Materials Safety Administration of the U.S. Department of Transportation.  The permittee shall obtain requisite permits from relevant State and local governmental entities, and relevant Federal agencies.

    Article 3.  Upon the termination, revocation, or surrender of this permit, unless otherwise decided by the President, the permittee, at its own expense, shall remove the Border facilities within such time as the President may specify.  If the permittee fails to comply with an order to remove, or to take such other appropriate action with respect to, the Border facilities, the President may direct an appropriate official or agency to take possession of the Border facilities — or to remove the Border facilities or take other action — at the expense of the permittee.  The permittee shall have no claim for damages caused by any such possession, removal, or other action.

    Article 4.  When, in the judgment of the President, ensuring the national security of the United States requires entering upon and taking possession of any of the Border facilities or parts thereof, and retaining possession, management, or control thereof for such a length of time as the President may deem necessary, the United States shall have the right to do so, provided that the President or his designee has given due notice to the permittee.  The United States shall also have the right thereafter to restore possession and control to the permittee.  In the event that the United States exercises the rights described in this article, it shall pay to the permittee just and fair compensation for the use of such Border facilities, upon the basis of a reasonable profit in normal conditions, and shall bear the cost of restoring the Border facilities to their previous condition, less the reasonable value of any improvements that may have been made by the United States.

    Article 5.  Any transfer of ownership or control of the Border facilities, or any part thereof, or any changes to the name of the permittee, shall be immediately communicated in writing to the President or his designee, and shall include information identifying any transferee.  Notwithstanding any such transfers or changes, this permit shall remain in force subject to all of its conditions, permissions, and requirements, and any amendments thereto.

    Article 6.  (1)  The permittee is responsible for acquiring any right-of-way grants or easements, permits, and other authorizations as may become necessary or appropriate.

    (2)  The permittee shall hold harmless and indemnify the United States from any claimed or adjudged liability arising out of construction, connection, operation, or maintenance of the Border facilities, including environmental contamination from the release, threatened release, or discharge of hazardous substances or hazardous waste.

    (3)  To ensure the safe operation of the Border facilities, the permittee shall maintain them and every part of them in a condition of good repair and in compliance with applicable law.

    Article 7.  The permittee shall file with the President or his designee, and with appropriate agencies, such sworn statements or reports with respect to the Border facilities, or the permittee’s activities and operations in connection therewith, as are now, or may hereafter, be required under any law or regulation of the United States Government or its agencies.  These reporting obligations do not alter the intent that this permit be operative as a directive issued by the President alone.

    Article 8.  Upon request, the permittee shall provide appropriate information to the President or his designee with regard to the Border facilities.  Such requests could include information concerning current conditions or anticipated changes in ownership or control, construction, connection, operation, or maintenance of the Border facilities.

    Article 9.  This permit is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person.

         IN WITNESS WHEREOF, I have hereunto set my hand this thirtieth day of June, in the year of our Lord two thousand twenty-five, and of the Independence of the United States of America the two hundred and forty-ninth.

                                  DONALD J. TRUMP

    MIL OSI USA News

  • MIL-OSI USA: Rep. Dina Titus Introduces GLOBE Act of 2025 to Protect LGBTQI Rights Worldwide

    Source: United States House of Representatives – Congresswoman Dina Titus (1st District of Nevada)

    Congresswoman Dina Titus today introduced the Greater Leadership Overseas for the Benefit of Equality (GLOBE) Act of 2025 to protect LGBTQI rights by codifying into law protections and safeguards for the rights of LGBTQI people around the world.

    “No person should suffer from discrimination because of who they are or whom they love,” Congresswoman Titus (NV-01) said. “Under the Trump Administration, the U.S. is failing to protect the rights of LGBTQI people at home and abroad. This bill will help restore our role in promoting LGBTQI rights around the world and punishing regimes that persecute people based on their sexual orientation or gender identity.”

    The GLOBE Act of 2025 would codify in law the Special Envoy position, require the State Department to document cases of human rights abuses and discrimination against LGBTQI people around the world, and institute sanctions against foreign individuals who are responsible for egregious abuses and murders of LGBTQI populations. Additionally, the bill ensures fair access to asylum and refugee programs for LGBTQI individuals who face persecution because of their sexual orientation. 

    “Through his executive orders and anti-DEI initiatives, President Trump has attacked fundamental human rights and the dignity of the LGBTQI community,” Congresswoman Titus said. “The GLOBE Act counters this by outlining a vision for U.S. leadership in the protection of LGBTQI rights globally.”

    The GLOBE Act of 2025 has been endorsed by the following organizations: Council for Global Equality, Human Rights Campaign, Equality California, American Jewish World Service, Outright International, PAI, Amnesty International USA, Silver State Equality, Washington Office on Latin America (WOLA), Women’s Refugee Commission, Ipas, Foreign Policy for America, Center for Reproductive Rights, Planned Parenthood Federation of America, Reconstructionist Rabbinical Association, Rabbinical Assembly, and Human Rights First

    Robert Bank, President and CEO, American Jewish World Service, said, “As a global human rights organization rooted in Jewish values, American Jewish World Service believes that every person is created b’tzelem Elohim — in the Divine image — and equally deserving of dignity, respect and protection. Appallingly, more than 60 countries have codified anti-LGBTQI+ hate into law. The GLOBE Act however can be a powerful tool for combatting this bigotry. We applaud Congresswoman Titus for her leadership on this issue. Now, we urge Congress to pass the GLOBE Act and make preventing and responding to global LGBTQI+ discrimination and violence a foreign policy priority.”

    Keifer Buckingham, Managing Director of the Council for Global Equality, said, “At a moment when the illegal dismantling of USAID, illegal withholding of Congressionally appropriated foreign assistance, and the politically motivated restructuring of the State Department disproportionately threaten LGBTQI+ communities globally, the reintroduction of the GLOBE Act is both timely and critical,” said Council for Global Equality Managing Director Keifer Buckingham. “Genuine leadership on human rights demands accountability for those responsible for grave violations against LGBTQI+ persons, wherever these abuses occur.”

    MIL OSI USA News

  • MIL-OSI USA: Carbajal Introduces Bill to Prevent Dangerous Individuals from Accessing Firearms

    Source: United States House of Representatives – Representative Salud Carbajal (CA-24)

    U.S. Representative Salud Carbajal (D-CA-24) introduced the Extreme Risk Protection Order Expansion Act, legislation to prevent people who are in crisis from accessing deadly weapons. The bill would establish grants to support the implementation of extreme risk protection (ERPO) laws, also known as “red flag” laws, at the state and local levels. In addition, the bill would extend federal firearms restrictions to people subject to ERPOs, giving law enforcement the tools to remove access to firearms from people who are considered a danger to themselves or others.

    “Too often, shootings are preceded by unmistakable warning signs, but communities have lacked the tools to step in before it’s too late,” said Rep. Carbajal. “This legislation recognizes the value of extreme risk protection orders, and gives law enforcement a clear path to intervene before tragedy strikes.”

    U.S. Senator Richard Blumenthal (D-CT) leads companion legislation in the U.S. Senate. 

    The legislation is supported by a number of organizations including Brady, GIFFORDS, Sandy Hook Promise Action Fund, and Everytown for Gun Safety.

    Earlier this month, Carbajal introduced a pair of bipartisan bills, the Filling Public Safety Vacancies Act and Increasing Behavioral Health Treatment Act, to improve public safety nationwide. The package aims to address the staffing shortages at local law enforcement departments and removes the limitations on the provision of Medicaid funding for patients in an institution for mental disease (IMD) in order to improve behavioral health.

    MIL OSI USA News

  • MIL-OSI USA: ICE Buffalo removes illegal alien, child sex predator to Guatemala

    Source: US Immigration and Customs Enforcement

    BUFFALO, N.Y. — U.S. Immigration and Customs Enforcement removed illegally present Guatemalan national Alvaro De Jesus Martinez-Juarez from the United States to Guatemala June 28. Martinez is a felon and predator convicted of acting in a course of sexual conduct against a child.

    “ICE will not tolerate criminal aliens preying on innocent children in our communities,” said ICE Buffalo Enforcement and Removal Operations Deputy Field Office Director Joseph Freden. “We will prioritize the pursuit of these vile predators and seek their prompt removal from the United States.”

    Martinez, 55, admitted to illegally entering the United States in 1990 by crossing the border from Mexico into California without being admitted or paroled by a U.S. immigration official. On March 17, 2015, the Nassau County Police Department arrested him for two counts of first-degree course of sexual conduct against child where the victim is less than 13 years old and the perpetrator is over 18. The Nassau County Court convicted Martinez of one count of the aforementioned charge Sept. 18, 2017, and sentenced him to 12 years in prison.

    An immigration judge ordered him removed from the U.S. April 9, 2019.

    ICE Buffalo arrested Martinez June 20 upon his release from the New York State Department of Corrections and Community Supervision’s custody in Wallkill and detained him at the Buffalo Federal Detention facility to await his removal to Guatemala.

    Learn more about ERO Buffalo’s mission to preserve public safety on X at @EROBuffalo.

    MIL OSI USA News

  • MIL-OSI: $HAREHOLDER ALERT: Class Action Attorney Juan Monteverde Investigates the Merger of Carisma Therapeutics Inc. (NASDAQ: CARM)

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, June 30, 2025 (GLOBE NEWSWIRE) — Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating Carisma Therapeutics Inc. (NASDAQ: CARMrelated to its to OrthoCellix, Inc. Upon completion of the proposed transaction, existing Carisma shareholders are expected to own approximately 10% of the combined company. Is it a fair deal?

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

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

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

    About Monteverde & Associates PC

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

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

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

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    The MIL Network

  • MIL-OSI: Ellomay Capital Reports Results for the Three Months Ended March 31, 2025

    Source: GlobeNewswire (MIL-OSI)

    TEL-AVIV, Israel, June 30, 2025 (GLOBE NEWSWIRE) — Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe, USA and Israel, today reported its unaudited interim consolidated financial results for the three month period ended March 31, 2025.

    Financial Highlights

    • Total assets as of March 31, 2025 amounted to approximately €721.2 million, compared to total assets as of December 31, 2024 of approximately €677.3 million.
    • Revenues for the three months ended March 31, 2025 were approximately €8.9 million, compared to revenues of approximately €8.2 million for the three months ended March 31, 2024.
    • Profit for the three months ended March 31, 2025 was approximately €6.8 million, compared to loss of approximately €4.9 million for the three months ended March 31, 2024.
    • EBITDA for the three months ended March 31, 2025 was approximately €2.9 million, compared to EBITDA of approximately €1.6 million for the three months ended March 31, 2024. See below under “Use of Non-IFRS Financial Measures” for additional disclosure concerning EBITDA.

    Financial Overview for the Three Months Ended March 31, 2025

    • Revenues were approximately €8.9 million for the three months ended March 31, 2025, compared to approximately €8.2 million for the three months ended March 31, 2024. The increase in revenues mainly results from revenues generated from our 19.8 MW and 18.1 MW Italian solar facilities that were connected to the grid in February-May 2024 and in January 2025, respectively.
    • Operating expenses were approximately €4.6 million for the three months ended March 31, 2025, compared to approximately €4.6 million for the three months ended March 31, 2024. Depreciation and amortization expenses were approximately €4.2 million for the three months ended March 31, 2025, compared to approximately €4.1 million for the three months ended March 31, 2024.
    • Project development costs were approximately €1 million for the three months ended March 31, 2025, compared to approximately €1.4 million for the three months ended March 31, 2024. The decrease in project development costs is mainly due to projects that reached “ready to build” status, which results in the commencement of the capitalization of expenses related to such projects into fixed assets.
    • General and administrative expenses were approximately €1.7 million for the three months ended March 31, 2025, compared to approximately €1.6 million for the three months ended March 31, 2024.
    • The Company’s share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €1.2 million for the three months ended March 31, 2025, compared to approximately €1.3 million for the three months ended March 31, 2024.
    • Other income was approximately €0.2 million for the three months ended March 31, 2025, compared to €0 for the three months ended March 31, 2024. The income during the three months ended March 31, 2025 was recognized based on insurance compensation in connection with the fire near the Talasol and Ellomay Solar facilities in Spain in July 2024 due to loss of income in 2025.
    • Financing income, net, were approximately €7.2 million for the three months ended March 31, 2025, compared to financing expenses of approximately €3.3 million for the three months ended March 31, 2024. The change in financing expenses, net, was mainly attributable to higher income resulting from exchange rate differences that amounted to approximately €10.7 million for the three months ended March 31, 2025, compared to loss from exchange rate differences of approximately €0.6 million for the three months ended March 31, 2024, an aggregate change of approximately €11.3 million. The exchange rate differences were mainly recorded in connection with the New Israeli Shekel (“NIS”) cash and cash equivalents and the Company’s NIS denominated debentures and were caused by the 5.9% devaluation of the NIS against the euro during the three months ended March 31, 2025, compared to a revaluation of 0.8% during the three months ended March 31, 2024. The increase in financing income for the three months ended March 31, 2025 was partially offset by an increase in financing expenses of approximately €0.9 million in connection with derivatives and warrants for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.
    • Tax benefit was approximately €0.9 million for the three months ended March 31, 2025, compared to tax benefit of approximately €0.8 million for the three months ended March 31, 2024.
    • Loss from discontinued operation (net of tax) was €0 for the three months ended March 31, 2025, compared to a loss from discontinued operation (net of tax) of approximately €0.3 million for the three months ended March 31, 2024.
    • Profit for the three months ended March 31, 2025 was approximately €6.8 million, compared to loss of approximately €4.9 million for the three months ended March 31, 2024.
    • Total other comprehensive loss was approximately €4.9 million for the three months ended March 31, 2025, compared to total other comprehensive income of approximately €12 million in the three months ended March 31, 2024. The change in total other comprehensive income (loss) is primarily as the result of foreign currency translation adjustments due to the change in the NIS/euro exchange rate and by changes in fair value of cash flow hedges, including a material decrease in the fair value of the liability resulting from the financial power swap that covers approximately 80% of the output of the Talasol solar plant (the “Talasol PPA”). The Talasol PPA experienced a high volatility due to the substantial change in electricity prices in Europe. In accordance with hedge accounting standards, the changes in the Talasol PPA’s fair value are recorded in the Company’s shareholders’ equity through a hedging reserve and not through the accumulated deficit/retained earnings. The changes do not impact the Company’s consolidated net profit/loss or the Company’s consolidated cash flows.
    • Total comprehensive income was approximately €1.9 million for the three months ended March 31, 2025, compared to total comprehensive income of approximately €7.1 million for the three months ended March 31, 2024.
    • EBITDA was approximately €2.9 million for the three months ended March 31, 2025, compared to approximately €1.6 million for the three months ended March 31, 2024.
    • Net cash from operating activities was approximately €0.3 million for the three months ended March 31, 2025, compared to approximately €1.2 million for the three months ended March 31, 2024.
    • On February 16, 2025, the Company issued in an Israeli public offering an aggregate principal amount of NIS 214,479,000 of newly issued Series G Debentures, due December 31, 2032. The net proceeds of the offering, net of related expenses such as consultancy fee and commissions, were approximately NIS 211.7 million (approximately €56.7 million as of the issuance date).

    CEO Review for the First Quarter of 2025

    In the first quarter, the Company’s revenues amounted to €8.9 million, an increase of approximately 9% in revenues compared to the corresponding quarter last year. These revenues do not include the Company’s share of Dorad’s revenues. The Company presented an increase of approximately 81% in EBITDA compared to the corresponding quarter last year (€2.9 million compared to €1.6 million in the corresponding quarter last year). The Company’s first quarter is a winter quarter and is characterized by low production and revenues compared to the other quarters of the year.

    In the first half of 2025, the Company recorded significant progress in the start of construction and connection to the grid of new projects, which are expected to contribute to revenue growth in the near future.

    In Italy – Financing agreements were signed for solar projects with a total capacity of 198 MW (of which 38 MW are already connected to the electricity grid), and a transaction was signed and consummated with Clal Insurance to enter as a partner (49%) in the aforementioned 198 MW. Construction work on 160 MW has begun and construction is progressing as planned. The remainder of the portfolio held by the Company (100%) is approximately 264 MW solar, of which 124 MW have received construction permits and the rest are expected to receive permits in the near future. These 264 MW are scheduled to begin construction in the last quarter of 2026.

    In the US – The Company is advancing additional solar projects with a capacity of approximately 50 MW (beyond the existing portfolio (49 MW) which has completed construction), which are expected to begin construction during 2025. The intention is that these projects will be able to enjoy the full tax benefit currently in effect. The addition of battery storage to each of the projects is also under planning.

    In the Netherlands – the Company received, after March 31, 2025, a license to increase production at the GGG facility by 64%. Licenses to increase production at the two additional facilities are in advanced stages. The new regulation for the obligation to blend green gas with fossil gas will commence according to the law in January 2027 (a delay of one year), but the targets for the first year have increased. Agreements have been signed for the sale of green certificates issued under the new regulation at a price of approximately €1 per certificate. The blending obligation is expected to significantly increase the profitability of operations in the Netherlands at current production capacity. The expected increase in production capacity from 16 million cubic meters of gas per year to around 24 million cubic meters of gas per year is expected to add significantly beyond that.

    In Israel – the Company is in negotiations with the Israeli Electricity Authority for compensation for delays and war damage to the Manara project. Ellomay Luzon (50% owned) provided a notice of exercise of its right of first refusal on the Zorlu-Phoenix transaction for the sale of Dorad’s shares. Ellomay Luzon and another shareholder exercised their right of first refusal with respect to all of the shares offered (15% of Dorad’s shares), and, subject to the timely fulfillment of the conditions to closing, Ellomay Luzon and the other shareholder are expected to share these shares in equal parts.

    In Spain – The Company’s development activity in Spain focuses on battery storage, due to the high volatility in electricity prices in Spain, which stems from an excess of renewable energy during the transition seasons and causes damage to the stability of the grid. In the Company’s assessment, the solution is a significant increase in storage capacity, which is currently at very low levels in Spain. Regulation in Spain is also starting to move in this direction.

    Use of Non-IFRS Financial Measures

    EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the understanding of the Company’s operating performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company’s commitments, including capital expenditures and restricted cash and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measure presented by other companies. The Company’s EBITDA may not be indicative of the Company’s historic operating results; nor is it meant to be predictive of potential future results. The Company uses this measure internally as performance measure and believes that when this measure is combined with IFRS measure it add useful information concerning the Company’s operating performance. A reconciliation between results on an IFRS and non-IFRS basis is provided on page 17 of this press release.

    About Ellomay Capital Ltd.

    Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay focuses its business in the renewable energy and power sectors in Europe, USA and Israel.

    To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy, Spain, the Netherlands and Texas, USA, including:

    • Approximately 335.9 MW of operating solar power plants in Spain (including a 300 MW solar plant in owned by Talasol, which is 51% owned by the Company) and 51% of approximately 38 MW of operating solar power plants in Italy;
    • 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 850MW, representing about 6%-8% of Israel’s total current electricity consumption;
    • Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million Nm3 per year, respectively;
    • 83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;
    • 51% of solar projects in Italy with an aggregate capacity of 160 MW that commenced construction processes;
    • Solar projects in Italy with an aggregate capacity of 134 MW that have reached “ready to build” status; and
    • Solar projects in the Dallas Metropolitan area, Texas, USA with an aggregate capacity of approximately 27 MW that are connected to the grid and additional 22 MW that are awaiting connection to the grid.

    For more information about Ellomay, visit http://www.ellomay.com.

    Information Relating to Forward-Looking Statements

    This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company’s forward-looking statements, including changes in electricity prices and demand, regulatory changes increases in interest rates and inflation, changes in the supply and prices of resources required for the operation of the Company’s facilities (such as waste and natural gas) and in the price of oil, the impact of the war and hostilities in Israel and Gaza and between Israel and Iran, the impact of the continued military conflict between Russia and Ukraine, technical and other disruptions in the operations or construction of the power plants owned by the Company, inability to obtain the financing required for the development and construction of projects, inability to advance the expansion of Dorad, increases in interest rates and inflation, changes in exchange rates, delays in development, construction, or commencement of operation of the projects under development, failure to obtain permits – whether within the set time frame or at all, climate change, and general market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. and general market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

    Contact:
    Kalia Rubenbach (Weintraub)
    CFO
    Tel: +972 (3) 797-1111
    Email: hilai@ellomay.com

    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Statements of Financial Position
      March 31,   December 31,   March 31,
    2025   2024   2025
    Unaudited   Audited   Unaudited
    € in thousands
      Convenience Translation
    into US$ in thousands*
    Assets          
    Current assets:          
    Cash and cash equivalents 35,148   41,134   38,021
    Short term deposits 36,301     39,268
    Restricted cash 656   656   710
    Intangible asset from green certificates 195   178   211
    Trade and revenue receivables 5,911   5,393   6,394
    Other receivables 15,518   15,341   16,786
    Derivatives asset short-term 650   146   703
      94,379   62,848   102,093
    Non-current assets          
    Investment in equity accounted investee 40,107   41,324   43,385
    Advances on account of investments 547   547   592
    Fixed assets 487,100   482,747   526,914
    Right-of-use asset 41,276   34,315   44,650
    Restricted cash and deposits 15,569   17,052   16,842
    Deferred tax 8,525   9,039   9,222
    Long term receivables 13,882   13,411   15,017
    Derivatives 19,855   15,974   21,478
      626,861   614,409   678,100
               
    Total assets 721,240   677,257   780,193
               
    Liabilities and Equity          
    Current liabilities          
    Current maturities of long-term bank loans 20,761   21,316   22,458
    Current maturities of other long-term loans 5,866   5,866   6,345
    Current maturities of debentures 47,233   35,706   51,094
    Trade payables 9,928   8,856   10,738
    Other payables 8,913   10,896   9,642
    Current maturities of derivatives 40   1,875   43
    Current maturities of lease liabilities 733   714   793
    Warrants 1,740   1,446   1,882
      95,214   86,675   102,995
    Non-current liabilities          
    Long-term lease liabilities 32,673   25,324   35,344
    Long-term bank loans 242,177   245,866   261,972
    Other long-term loans 29,578   30,448   31,996
    Debentures 186,691   155,823   201,951
    Deferred tax 2,652   2,609   2,869
    Other long-term liabilities 950   939   1,028
    Derivatives 135   288   146
      494,856   461,297   535,306
    Total liabilities 590,070   547,972   638,301
               
    Equity          
    Share capital 25,613   25,613   27,707
    Share premium 86,275   86,271   93,327
    Treasury shares (1,736)   (1,736)   (1,878)
    Transaction reserve with non-controlling Interests 5,697   5,697   6,163
    Reserves 7,381   14,338   7,984
    Accumulated deficit (3,567)   (11,561)   (3,859)
    Total equity attributed to shareholders of the Company 119,663   118,622   129,444
    Non-Controlling Interest 11,507   10,663   12,448
    Total equity 131,170   129,285   141,892
    Total liabilities and equity 721,240   677,257   780,193

    * Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

                    

    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss)
      For the three months
    ended March 31,
    For the year
    ended
    December 31,
      For the three
    months ended
    March 31,
      2025   2024   2024   2025
      Unaudited
      Audited   Unaudited
      € in thousands (except per share data)
      Convenience Translation into US$*
    Revenues 8,860   8,243   40,467   9,584
    Operating expenses (4,627)   (4,563)   (19,803)   (5,005)
    Depreciation and amortization expenses (4,238)   (4,055)   (15,887)   (4,584)
    Gross profit (loss) (5)   (375)   4,777   (5)
                   
    Project development costs (1,045)   (1,415)   (4,101)   (1,130)
    General and administrative expenses (1,662)   (1,620)   (6,063)   (1,798)
    Share of profits of equity accounted investee 1,189   1,286   11,062   1,286
    Other income 198     3,409   214
    Operating profit (loss) (1,325)   (2,124)   9,084   (1,433)
                   
    Financing income 11,483   631   2,495   12,422
    Financing income (expenses) in connection with derivatives and warrants, net (376)   536   1,140   (407)
    Financing expenses in connection with projects finance (1,375)   (1,501)   (6,190)   (1,487)
    Financing expenses in connection with debentures (1,741)   (1,711)   (6,641)   (1,883)
    Interest expenses on minority shareholder loan (476)   (554)   (2,144)   (515)
    Other financing expenses (294)   (713)   (8,311)   (318)
    Financing income (expenses), net 7,221   (3,312)   (19,651)   7,812
    Profit (loss) before taxes on income 5,896   (5,436)   (10,567)   6,379
    Tax benefit 922   828   1,424   997
    Profit (loss) from continuing operations 6,818   (4,608)   (9,143)   7,376
    Profit (loss) from discontinued operation (net of tax)   (312)   137  
    Profit (loss) for the period 6,818   (4,920)   (9,006)   7,376
    Profit (loss) attributable to:              
    Owners of the Company 7,994   (3,613)   (6,524)   8,647
    Non-controlling interests (1,176)   (1,307)   (2,482)   (1,271)
    Profit (loss) for the period 6,818   (4,920)   (9,006)   7,376
                   
    Other comprehensive income items              
    That after initial recognition in comprehensive income were or will be transferred to profit or loss:              
    Foreign currency translation differences for foreign operations (9,538)   1,124   8,007   (10,318)
    Foreign currency translation differences for foreign operations that were recognized in profit or loss     255    
    Effective portion of change in fair value of cash flow hedges 4,264   10,461   5,631   4,613
    Net change in fair value of cash flow hedges transferred to profit or loss 337   457   (813)   365
    Total other comprehensive income (4,937)   12,042   13,080   (5,340)
                   
    Total other comprehensive income (loss) attributable to:              
    Owners of the Company (6,957)   6,656   10,039   (7,526)
    Non-controlling interests 2,020   5,386   3,041   2,186
    Total other comprehensive income (loss) (4,937)   12,042   13,080   (5,340)
    Total comprehensive income for the period 1,881   7,122   4,074   2,036
                   
    Total comprehensive income for the period attributable to:              
    Owners of the Company 1,037   3,043   3,515   1,121
    Non-controlling interests 844   4,079   559   915
    Total comprehensive income for the period 1,881   7,122   4,074   2,036
                   

    * Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) (cont’d)
      For the three months
    ended March 31,
    For the year
    ended
    December 31,
      For the three months
    ended March 31,
    2025   2024   2024   2025
    Unaudited
      Audited   Unaudited
    € in thousands (except per share data)
      Convenience Translation into US$*
                   
    Basic profit (loss) per share 0.62   (0.28)   (0.51)   0.67
    Diluted profit (loss) per share 0.62   (0.28)   (0.51)   0.67
                   
    Basic profit (loss) per share continuing operations 0.62   (0.31)   (0.52)   0.67
    Diluted profit (loss) per share continuing operations 0.62   (0.31)   (0.52)   0.67
                   
    Basic profit (loss) per share discontinued operation   (0.02)   0.01  
    Diluted profit (loss) per share discontinued operation   (0.02)   0.01  

    * Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Changes in Equity
              Attributable to shareholders of the Company
      Non- controlling   Total
                                    Interests   Equity
    Share capital   Share premium   Accumulated Deficit   Treasury shares   Translation reserve from
    foreign operations
      Hedging Reserve   Interests Transaction reserve with
    non-controlling Interests
      Total        
    € in thousands
                                           
    For the three months                                      
    ended March 31, 2025 (unaudited):                                      
    Balance as at January 1, 2025 25,613   86,271   (11,561)   (1,736)   8,446   5,892   5,697   118,622   10,663   129,285
    Profit for the period     7,994           7,994   (1,176)   6,818
    Other comprehensive income for the period         (9,329)   2,372     (6,957)   2,020   (4,937)
    Total comprehensive income for the period     7,994     (9,329)   2,372     1,037   844   1,881
    Transactions with owners of the Company, recognized directly in equity:                                      
    Share-based payments   4             4     4
    Balance as at March 31, 2025 25,613   86,275   (3,567)   (1,736)   (883)   8,264   5,697   119,663   11,507   131,170
                                           
    For the three months                                      
    ended March 31, 2024 (unaudited):                                      
    Balance as at January 1, 2024 25,613   86,159   (5,037)   (1,736)   385   3,914   5,697   114,995   10,104   125,099
    Loss for the period     (3,613)           (3,613)   (1,307)   (4,920)
    Other comprehensive income for the period         1,088   5,568     6,656   5,386   12,042
    Total comprehensive income (loss) for the period     (3,613)     1,088   5,568     3,043   4,079   7,122
    Transactions with owners of the Company, recognized directly in equity:                                      
    Share-based payments   30             30     30
    Balance as at March 31, 2024 25,613   86,189   (8,650)   (1,736)   1,473   9,482   5,697   118,068   14,183   132,251
    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
              Attributable to shareholders of the Company
      Non- controlling   Total
                                    Interests   Equity
    Share capital   Share premium   Accumulated Deficit   Treasury shares   Translation reserve from
    foreign operations
      Hedging Reserve   Interests Transaction reserve with
    non-controlling Interests
      Total        
    € in thousands
    For the year ended                                      
    December 31, 2024 (audited):                                      
    Balance as at January 1, 2024 25,613   86,159   (5,037)   (1,736)   385   3,914   5,697   114,995   10,104   125,099
    Loss for the year     (6,524)           (6,524)   (2,482)   (9,006)
    Other comprehensive income for the year         8,061   1,978     10,039   3,041   13,080
    Total comprehensive income (loss) for the year     (6,524)     8,061   1,978     3,515   559   4,074
    Transactions with owners of the Company, recognized directly in equity:                                      
    Share-based payments   112             112     112
    Balance as at December 31, 2024 25,613   86,271   (11,561)   (1,736)   8,446   5,892   5,697   118,622   10,663   129,285
    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
              Attributable to shareholders of the Company
      Non- controlling
    Interests
      Total
    Equity
                                         
    Share capital   Share premium   Accumulated Deficit   Treasury shares   Translation reserve from
    foreign operations
      Hedging Reserve   Interests Transaction reserve with
    non-controlling Interests
      Total        
    Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)
    For the three months                                      
    ended March 31, 2025 (unaudited):                                      
    Balance as at January 1, 2025 27,707   93,323   (12,506)   (1,878)   9,136   6,374   6,163   128,319   11,533   139,852
    Loss for the period     8,647           8,647   (1,271)   7,376
    Other comprehensive income for the period         (10,092)   2,566     (7,526)   2,186   (5,340)
    Total comprehensive income for the period     8,647     (10,092)   2,566     1,121   915   2,036
    Transactions with owners of the Company, recognized directly in equity:                                      
    Share-based payments   4             4     4
    Balance as at March 31, 2025 27,707   93,327   (3,859)   (1,878)   (956)   8,940   6,163   129,444   12,448   141,892
    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Cash Flow
      For the three months
    ended March 31,
    For the year
    ended
    December 31,
      For the three months
    ended March 31,
    2025   2024   2024   2025
    Unaudited
      Audited   Unaudited
    € in thousands
      Convenience
    Translation into US$*
    Cash flows from operating activities              
    Profit (loss) for the period 6,818   (4,920)   (9,006)   7,376
    Adjustments for:              
    Financing expenses (income), net (7,221)   3,167   19,247   (7,812)
    Loss from settlement of derivatives contract     316  
    Impairment losses on assets of disposal groups classified as held-for-sale   601   405  
    Depreciation and amortization expenses 4,238   4,084   15,935   4,584
    Share-based payment transactions 4   30   112   4
    Share of profit of equity accounted investees (1,189)   (1,286)   (11,062)   (1,286)
    Payment of interest on loan from an equity accounted investee      
    Change in trade receivables and other receivables   6,178   (2,342)   (8,824)   6,683
    Change in other assets (496)     3,770   (537)
    Change in receivables from concessions project   315   793  
    Change in trade payables 1,267   (68)   (31)   1,371
    Change in other payables (5,538)   2,796   4,455   (5,796)
    Tax benefit (922)   (805)   (1,429)   (997)
    Income taxes refund (paid)   564   623  
    Interest received 351   907   2,537   380
    Interest paid (3,408)   (1,892)   (9,873)   (3,687)
      (6,556)   6,071   16,974   (7,093)
    Net cash from operating activities 262   1,151   7,968   283
                   
    Cash flows from investing activities              
    Acquisition of fixed assets (18,550)   (9,020)   (72,922)   (20,066)
    Interest paid capitalized to fixed assets (876)     (2,515)   (948)
    Proceeds from sale of investments     9,267  
    Advances on account of investments     (163)  
    Proceeds from advances on account of investments     514  
    Investment in settlement of derivatives, net   14   (316)  
    Proceed from restricted cash, net 1,307   1,153   689   1,414
    Proceeds from investment in short-term deposits (39,132)   (28)   1,004   (42,331)
    Net cash used in investing activities (57,251)   (7,881)   (64,442)   (61,931)
                   
    Cash flows from financing activities              
    Issuance of warrants   3,735   2,449  
    Cost associated with long term loans (658)   (638)   (2,567)   (712)
    Payment of principal of lease liabilities (372)   (299)   (2,941)   (402)
    Proceeds from long-term loans 306   380   19,482   331
    Repayment of long-term loans (1,792)   (2,357)   (11,776)   (1,938)
    Repayment of debentures     (35,845)  
    Proceeds from issuance of debentures, net 56,729   36,450   74,159   61,366
    Net cash from financing activities 54,213   37,271   42,961   58,645
                   
    Effect of exchange rate fluctuations on cash and cash equivalents (3,210)   1,667   3,092   (3,472)
    Increase (decrease) in cash and cash equivalents (5,986)   32,208   (10,421)   (6,475)
    Cash and cash equivalents at the beginning of year 41,134   51,555   51,127   44,496
    Cash from disposal groups classified as held-for-sale   (1,041)   428  
    Cash and cash equivalents at the end of the period 35,148   82,722   41,134   38,021

    * Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

    Ellomay Capital Ltd. and its Subsidiaries
    Operating Segments
      Italy   Spain
      USA   Netherlands   Israel
      Total        
        Subsidized   28 MV                       reportable       Total
    Solar   Plants   Solar   Talasol   Solar   Biogas   Dorad   Manara   segments   Reconciliations   consolidated
    For the three months ended March 31, 2025
    € in thousands
                                               
    Revenues 945   786   406   3,246     3,477   15,061     23,921   (15,061)   8,860
    Operating expenses (435)   (105)   (84)   (1,024)   (305)   (3,206)   (11,693)     (16,851)   12,224   (4,627)
    Depreciation expenses (225)   (229)   (252)   (2,839)     (676)   (1,268)     (5,489)   1,251   (4,238)
    Gross profit (loss) 313   452   84   (617)   (305)   (405)   2,100     1,623   (1,628)   (5)
                                               
    Adjusted gross profit (loss) 313   452   84   (617)   (305)   (405)   2,100     1,623   (1,628)   (5)
    Project development costs                                         (1,045)
    General and administrative expenses                                         (1,662)
    Share of loss of equity accounted investee                                         1,189
    Other income, net                                         198
    Operating profit                                         (1,325)
    Financing income                                         11,483
    Financing income in connection                                          
    with derivatives and warrants, net                                         (376)
    Financing expenses in connection with projects finance                                         (1,375)
    Financing expenses in connection with debentures                                         (1,741)
    Interest expenses on minority shareholder loan                                         (476)
    Other financing expenses                                         (294)
    Financing expenses, net                                         7,221
    Loss before taxes on income                                         5,896
                                               
    Segment assets as at March 31, 2025 87,185   13,242   19,475   223,844   60,458   32,801   108,858   180,504   726,366   (5,126)   721,240  
    Ellomay Capital Ltd. and its Subsidiaries
    Reconciliation of Profit (Loss) to EBITDA
      For the three months
    ended March 31,
    For the year
    ended
    December 31,
      For the three months
    ended March 31,
    2025   2024   2024   2025
    € in thousands
      Convenience Translation
    into US$*
    Net profit (loss) for the period 6,818   (4,920)   (9,006)   7,376
    Financing expenses (income), net (7,221)   3,312   19,651   (7,812)
    Tax benefit (922)   (828)   (1,424)   (997)
    Depreciation and amortization expenses 4,238   4,055   15,887   4,584
    EBITDA 2,913   1,619   25,108   3,151

    * Convenience translation into US$ (exchange rate as at March 31, 2025: euro 1 = US$ 1.082)

    Ellomay Capital Ltd. and its Subsidiaries
    Information for the Company’s Debenture Holders

    Financial Covenants

    Pursuant to the Deeds of Trust governing the Company’s Series C, Series D, Series E, Series F and Series G Debentures (together, the “Debentures”), the Company is required to maintain certain financial covenants. For more information, see Items 4.A and 5.B of the Company’s Annual Report on Form 20-F submitted to the Securities and Exchange Commission on April 30, 2025, and below.

    Net Financial Debt

    As of March 31, 2025, the Company’s Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company’s Debentures), was approximately €170 million (consisting of approximately €3031 million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €241.42 million in connection with (i) the Series C Debentures issuances (in July 2019, October 2020, February 2021 and October 2021), (ii) the Series D Convertible Debentures issuance (in February 2021), (iii) the Series E Secured Debentures issuance (in February 2023), (iv) the Series F Debentures issuance (in January, April, August and November 2024) and (v) the Series G Debentures issuance (in February 2025)), net of approximately €71.4 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €3033 million of project finance and related hedging transactions of the Company’s subsidiaries).

    Discussion concerning Warning Signs

    Upon the issuance of the Company’s Debentures, the Company undertook to comply with the “hybrid model disclosure requirements” as determined by the Israeli Securities Authority and as described in the Israeli prospectuses published in connection with the public offering of the company’s Debentures. This model provides that in the event certain financial “warning signs” exist in the Company’s consolidated financial results or statements, and for as long as they exist, the Company will be subject to certain disclosure obligations towards the holders of the Company’s Debentures.

    One possible “warning sign” is the existence of a working capital deficiency if the Company’s Board of Directors does not determine that the working capital deficiency is not an indication of a liquidity problem. In examining the existence of warning signs as of March 31, 2025, the Company’s Board of Directors noted the working capital deficiency as of March 31, 2025, in the amount of approximately €0.96 million. The Company’s Board of Directors reviewed the Company’s financial position, outstanding debt obligations and the Company’s existing and anticipated cash resources and uses and determined that the existence of a working capital deficiency as of March 31, 2025, does not indicate a liquidity problem. In making such determination, the Company’s Board of Directors noted the following: (i) the execution of the agreement to sell tax credits in connection with the US solar projects, which is expected to contribute approximately $19 million during the next twelve months, (ii) the Company’s positive cash flow from operating activities during 2023 and 2024, and (iii) funds received from the investment transaction with Clal Insurance Company Ltd. that was consummated in June 2025.

     

    Ellomay Capital Ltd.
    Information for the Company’s Debenture Holders (cont’d)


    Information for the Company’s Series C Debenture Holders

    The Deed of Trust governing the Company’s Series C Debentures (as amended on June 6, 2022, the “Series C Deed of Trust”), includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for two consecutive quarters is a cause for immediate repayment. As of March 31, 2025, the Company was in compliance with the financial covenants set forth in the Series C Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series C Deed of Trust) was approximately €116.6 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 59.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA,4 was 6.3.

    The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series C Deed of Trust) for the four-quarter period ended March 31, 2025:

        For the four-quarter period
    ended M
    arch 31, 2025
      Unaudited
      € in thousands
    Profit for the period   2,274
    Financing expenses, net   9,118
    Taxes on income   (1,641)
    Depreciation and amortization expenses   16,651
    Share-based payments   86
    Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model   484
    Adjusted EBITDA as defined the Series C Deed of Trust   26,972

    The Series C Debentures were fully repaid on June 30, 2025 in accordance with their terms. 

    Ellomay Capital Ltd.
    Information for the Company’s Debenture Holders (cont’d)

    Information for the Company’s Series D Debenture Holders

    The Deed of Trust governing the Company’s Series D Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series D Deed of Trust is a cause for immediate repayment. As of March 31, 2025, the Company was in compliance with the financial covenants set forth in the Series D Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series D Deed of Trust) was approximately €116.6 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 59.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA5 was 6.1.

    The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended March 31, 2025:

        For the four-quarter period
    ended M
    arch 31, 2025
      Unaudited
      € in thousands
    Loss for the period   2,274
    Financing expenses, net   9,118
    Taxes on income   (1,641)
    Depreciation and amortization expenses   16,651
    Share-based payments   86
    Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model   484
    Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters6   899
    Adjusted EBITDA as defined the Series D Deed of Trust   27,871
    Ellomay Capital Ltd.
    Information for the Company’s Debenture Holders (cont’d)


    Information for the Company’s Series E Debenture Holders

    The Deed of Trust governing the Company’s Series E Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series E Deed of Trust is a cause for immediate repayment. As of March 31, 2025, the Company was in compliance with the financial covenants set forth in the Series E Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series E Deed of Trust) was approximately €116.6 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 59.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA7 was 6.1.

    The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series E Deed of Trust) for the four-quarter period ended March 31, 2025:

        For the four-quarter period
    ended March 31, 2025
      Unaudited
      € in thousands
    Profit for the period   2,274
    Financing expenses, net   9,118
    Taxes on income   (1,641)
    Depreciation and amortization expenses   16,651
    Share-based payments   86
    Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model   484
    Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters8   899
    Adjusted EBITDA as defined the Series E Deed of Trust   27,871
         

    In connection with the undertaking included in Section 3.17.2 of Annex 6 of the Series E Deed of Trust, no circumstances occurred during the reporting period under which the rights to loans provided to Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd. (“Ellomay Luzon Energy”)), which were pledged to the holders of the Company’s Series E Debentures, will become subordinate to the amounts owed by Ellomay Luzon Energy to Israel Discount Bank Ltd.

    As of March 31, 2025, the value of the assets pledged to the holders of the Series E Debentures in the Company’s books (unaudited) is approximately €40.1 million (approximately NIS 161.3 million based on the exchange rate as of such date).

    Ellomay Capital Ltd. and its Subsidiaries
    Information for the Company’s Debenture Holders (cont’d)

    Information for the Company’s Series F Debenture Holders

    The Deed of Trust governing the Company’s Series F Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series F Deed of Trust is a cause for immediate repayment. As of March 31, 2025, the Company was in compliance with the financial covenants set forth in the Series F Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series F Deed of Trust) was approximately €115.9 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 59.4%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA9 was 6.1.

    The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series F Deed of Trust) for the four-quarter period ended March 31, 2025:

        For the four-quarter period
    ended March 31, 2025
      Unaudited
      € in thousands
    Profit for the period   2,274
    Financing expenses, net   9,118
    Taxes on income   (1,641)
    Depreciation and amortization expenses   16,651
    Share-based payments   86
    Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model   484
    Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters10   899
    Adjusted EBITDA as defined the Series F Deed of Trust   27,871
         
    Ellomay Capital Ltd. and its Subsidiaries
    Information for the Company’s Debenture Holders (cont’d)


    Information for the Company’s Series G Debenture Holders

    The Deed of Trust governing the Company’s Series G Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series G Deed of Trust is a cause for immediate repayment. As of March 31, 2025, the Company was in compliance with the financial covenants set forth in the Series G Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series G Deed of Trust) was approximately €115.9 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 59.4%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA11 was 6.1.

    The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series G Deed of Trust) for the four-quarter period ended March 31, 2025:

        For the four-quarter period ended March 31, 2025
      Unaudited
      € in thousands
    Profit for the period   2,274
    Financing expenses, net   9,118
    Taxes on income   (1,641)
    Depreciation and amortization expenses   16,651
    Share-based payments   86
    Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model   484
    Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters12   899
    Adjusted EBITDA as defined the Series G Deed of Trust   27,871
         

    ____________________________
    1 The amount of short-term and long-term debt from banks and other interest-bearing financial obligations provided above, includes an amount of approximately €4.5 million costs associated with such debt, which was capitalized and therefore offset from the debt amount that is recorded in the Company’s balance sheet.

    2 The amount of the debentures provided above includes an amount of approximately €6.7 million associated costs, which was capitalized and discount or premium and therefore offset from the debentures amount that is recorded in the Company’s balance sheet. This amount also includes the accrued interest as at March 31, 2025 in the amount of approximately €0.8 million.

    3 The project finance amount deducted from the calculation of Net Financial Debt includes project finance obtained from various sources, including financing entities and the minority shareholders in project companies held by the Company (provided in the form of shareholders’ loans to the project companies).

    4 The term “Adjusted EBITDA” is defined in the Series C Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef solar plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments. The Series C Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series C Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

    5 The term “Adjusted EBITDA” is defined in the Series D Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series D Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series D Deed of Trust). The Series D Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series D Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

    6 The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024 (two plants) and the three months ended March 31, 2025 (one plant). The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached with respect to two of the three plants during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

    7 The term “Adjusted EBITDA” is defined in the Series E Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series E Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series E Deed of Trust). The Series E Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series E Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”

    8 The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024 (two plants) and the three months ended March 31, 2025 (one plant). The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached with respect to two of the three plants during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

    9 The term “Adjusted EBITDA” is defined in the Series F Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series F Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series F Deed of Trust). The Series F Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series F Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of Non-IFRS Financial Measures.”

    10 The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024 (two plants) and the three months ended March 31, 2025 (one plant). The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached with respect to two of the three plants during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

    11 The term “Adjusted EBITDA” is defined in the Series G Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series G Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series G Deed of Trust). The Series G Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series G Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of Non-IFRS Financial Measures.”

    12 The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the year ended December 31, 2024 (two plants) and the three months ended March 31, 2025 (one plant). The Company recorded revenues and only direct expenses in connection with these solar plants from the connection to the grid and until PAC (Preliminary Acceptance Certificate – reached with respect to two of the three plants during the fourth quarter of 2024). However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

    The MIL Network

  • MIL-OSI: Mensa IQ Test – Free International Mensa IQ Quiz with Instant Results Now Offered by QuickIQTest.org

    Source: GlobeNewswire (MIL-OSI)

    New York City, June 30, 2025 (GLOBE NEWSWIRE) —  QuickIQTest.org, a trusted leader in online cognitive assessments, proudly announces the official launch of its Free Mensa IQ Test 2025. Designed to closely mirror the structure and rigor of a Mensa international IQ test, this new online Mensa IQ test offers individuals around the world an engaging and accessible way to evaluate their intelligence according to Mensa standards.

    ⇒ Reveal Your Cognitive Strengths with a Real Mensa IQ Test!

    As part of its 2025 initiative to expand cognitive assessment opportunities, QuickIQTest.org now provides a free Mensa practice test built to simulate an authentic Mensa intelligence test. Participants can measure essential cognitive abilities, including logical reasoning, pattern recognition, and problem-solving skills, while receiving instant results and a detailed breakdown of their cognitive strengths.

    “Our mission is to make high-quality intelligence testing available to everyone,” said a spokesperson for QuickIQTest.org. “With this online Mensa IQ test, global users can discover their potential, practice with realistic Mensa test questions, and prepare for future challenges.”

    ⇒ Take the Official Mensa IQ Test Free Today!

    The newly updated Mensa IQ practice test features advanced scoring algorithms, a user-friendly interface, and full compatibility across devices, allowing seamless access for all. Whether preparing for the Mensa Norway IQ test, exploring an interest in mental challenges, or simply curious about is Mensa IQ test accurate, this free Mensa IQ test online is the perfect solution.

    Users can instantly access the Mensa test free without any downloads or subscriptions required. From Mensa sample test exercises to complete Mensa practice test free offerings, QuickIQTest.org ensures a reliable and enriching online experience.

    ⇒ Examine Your Skills Through a Trusted Mensa IQ Assessment!

    For those interested in exploring more Mensa-style testing opportunities — including Mensa IQ test answers, Mensa online IQ test details, and the best online Mensa test options — visit QuickIQTest.org today.

    What Is a Mensa IQ Test?

    An IQ or intelligence quotient test is a standardized assessment designed to measure various aspects of human intelligence. The Mensa IQ test specifically evaluates individuals who score within the top 2% of the population, identifying those with advanced cognitive abilities. These tests are gateways to membership in Mensa International, the world’s largest and oldest high-IQ society.

    An IQ test, Mensa style, aims to measure intelligence objectively. It’s not about academic knowledge or memorization, but raw intellectual processing, how efficiently and accurately a person can solve unfamiliar problems.

    ⇒ Measure Your Intelligence with a Proven Mensa IQ Test!

    History and Evolution of IQ Testing

    IQ testing has evolved significantly since its origins in the early 20th century. French psychologist Alfred Binet developed the first modern intelligence test to assess children’s learning potential. Over time, these early models expanded into more sophisticated forms, such as the Stanford-Binet and Wechsler scales. Today, digital platforms like QuickIQTest.org carry forward this tradition, offering advanced, user-friendly tools that make high-quality testing widely available.

    As organizations like Mensa gained global recognition, specialized exams like the Mensa intelligence test emerged. These are designed to evaluate fluid intelligence—the innate ability to think logically, solve problems, and detect patterns rather than rely on learned knowledge.

    ⇒ Take the Official Mensa IQ Quiz Free at QuickIQTest.org

    Types of Intelligence Measured

    The Mensa IQ Quiz online offered by QuickIQTest.org is structured to assess multiple forms of cognitive functioning, including:

    • Logical reasoning – Ability to follow sequences, rules, and arguments
    • Pattern recognition – Identifying visual and numerical patterns
    • Spatial awareness – Understanding shapes and objects in space
    • Quantitative reasoning – Working with numbers and abstract concepts

    ⇒ Discover How You Score on the Mensa IQ Test!

    This multidimensional testing approach ensures that the online Mensa test remains balanced, challenging, and reflective of real-world problem-solving. Unlike knowledge-based exams, this test focuses on natural cognitive ability, providing meaningful insights across all backgrounds and education levels.

    QuickIQTest.org continues to innovate how users engage with intelligence testing. Through its Mensa IQ test free platform, it empowers individuals worldwide to explore their potential with professional-grade accuracy and instant feedback.

    ⇒ Challenge Your Mind with a Mensa IQ Test!

    How Do Online Mensa IQ Tests Work?

    The rise of digital testing platforms has made assessing intelligence from the comfort of home easier than ever. Services like QuickIQTest.org provide a seamless way to take an authentic Mensa IQ Quiz online, designed to replicate the structure and challenge level of official assessments used by Mensa International.

    ⇒ Find Out If You Qualify for Mensa Today!

    Structure and Typical Question Formats

    The Mensa IQ practice test on QuickIQTest.org typically consists of various non-verbal, logic-based questions that challenge different aspects of cognitive performance. Common formats include:

    • Visual analogies: Identify the missing piece in a visual pattern
    • Number series: Determine the following number in a logical sequence
    • Matrix reasoning: Choose the image that completes a matrix
    • Pattern recognition: Spot the rule that governs a set of symbols

    These questions are intentionally culture-free and language-neutral, ensuring fairness and accessibility. The Mensa IQ Quiz reflects the kinds of problems one might encounter on the Mensa intelligence test, giving users a realistic preview of the real experience.

    ⇒ Get Your Mensa IQ Test Results Instantly!

    Timed vs. Untimed Online IQ Tests

    Most Mensa online IQ tests, including the one provided by QuickIQTest.org, use a timed format to evaluate accuracy and speed of reasoning. Time constraints add a layer of difficulty, requiring users to think quickly and strategically under pressure.

    However, QuickIQTest.org also allows users to pause and return later if needed, providing flexibility while maintaining test integrity. This hybrid model makes the test more inclusive without sacrificing the quality of results.

    Whether preparing for the Mensa Norway IQ test, training for mental agility, or simply curious about how your brain works, the online Mensa test offers a structured yet user-friendly environment.

    ⇒ Try the Mensa IQ Test That Everyone’s Talking About!

    How Results Are Calculated

    After completing the test, users receive instant feedback with a detailed performance analysis. Scores are calculated using psychometric modeling based on standard deviation and population averages, which estimate where the individual ranks compared to the general population.

    The results from QuickIQTest.org are easy to understand and based on real scientific methods. The platform’s algorithm evaluates consistency, accuracy, and completion time to provide a precise cognitive profile. Many users report that their scores from the Mensa IQ test answers offered here closely match what they later receive from official testing centers.

    By taking the Mensa practice test free exams, users can gain valuable insight into their reasoning ability and better prepare for the official Mensa qualification.

    ⇒ Test Your Intelligence with a Trusted Mensa IQ Format

    Benefits of Taking a Mensa Practice Test Online

    Taking a Mensa practice test online is more than just an intellectual challenge. It’s an effective way to uncover personal strengths, enhance self-awareness, and evaluate readiness for official Mensa qualification. At QuickIQTest.org, users can experience a structured, intuitive version of the Mensa IQ test designed to match real-world testing standards closely.

    Whether you’re preparing for the Mensa Norway IQ test or simply want to know how your reasoning skills compare globally, here’s why millions are turning to QuickIQTest.org for a trusted experience.

    ⇒ See How You Rank with the Mensa IQ Challenge!

    1. Accessible from Anywhere, Anytime

    The digital nature of the online Mensa IQ test at QuickIQTest.org makes it available on demand, removing common barriers like testing centers, fees, and scheduling. This is especially valuable for international users who may not have access to local Mensa offices.

    You can begin the Mensa IQ test online from any device, desktop, tablet, or smartphone, making it ideal for busy professionals, students, and lifelong learners.

    2. Realistic Mensa Test Questions and Format

    The Mensa test questions included in the QuickIQTest.org version are modeled on the structure of official exams. These include questions that measure fluid intelligence, your ability to think abstractly and identify logical patterns.

    Using a Mensa sample test, users can familiarize themselves with the challenges they’ll face in real Mensa evaluations. This practice benefits individuals who plan to apply to Mensa International formally.

    ⇒ Take the Most Accurate Mensa IQ Quiz with QuickIQTest.org!

    3. Timed Assessment Simulates Real Testing Conditions

    One key benefit of using this platform is its timed testing format, which adds an authentic layer of difficulty to the assessment. Users must manage their time wisely and stay focused under mild pressure, just as they would during an official test.

    QuickIQTest.org also offers flexibility by allowing users to pause and resume if needed, ensuring accessibility without sacrificing accuracy.

    4. Detailed, Instant Results

    Upon completion, the Mensa IQ test answers are calculated and analyzed using a standardized scoring system based on IQ distribution. This ensures that the results are meaningful, not random or arbitrary.

    The free Mensa International IQ test gives users immediate feedback with a breakdown of performance areas useful for tracking improvement over time or comparing results with national and international averages.

    ⇒ Complete a Realistic Mensa IQ Test Online!

    5. Cost-Free Experience with Professional Quality

    QuickIQTest.org delivers a Mensa practice test free of charge, with no hidden fees or sign-up requirements. This no-strings-attached model has made the platform a most recommended choice for those interested in taking a Mensa IQ quiz online.

    Users receive a high-quality assessment built on real psychometric science even without payment. That’s part of why many regard it as one of the most accurate ways to test IQ digitally.

    6. Confidence Building for Future Testing

    Taking a Mensa practice test helps reduce test anxiety by familiarizing users with the format and expectations of intelligence testing. This confidence can be a game-changer during actual Mensa entrance exams.

    Users often report improved performance on later exams after using the Mensa test free platform as their preparation tool.

    ⇒ Take the Next Step: Mensa IQ Testing Starts Here!

    7. Useful for Educational and Professional Planning

    Understanding your cognitive strengths can offer value beyond the test itself. Many use their IQ test Mensa results for career planning, educational development, or personal insight.

    By identifying strong areas in logic, memory, or pattern recognition, individuals can better align their future goals with how their mind naturally operates.

    8. Legitimate and Trusted Platform

    QuickIQTest.org is a highly regarded service used by thousands seeking an accurate Mensa IQ test alternative online. The platform is recognized for its reliability, scientific structure, and commitment to user privacy.

    You can confidently take the Mensa online IQ test, knowing your experience is aligned with international testing practices.

    ⇒ Want to Join Mensa? Start with This IQ Test!

    Free vs. Paid Mensa IQ Test

    With growing interest in intelligence testing, people often wonder whether they should take a free Mensa IQ test or invest in a paid one. While many online platforms offer both, the real difference lies in the test’s design quality, scoring accuracy, and trustworthiness. QuickIQTest.org offers one of the most reliable solutions, delivering a Mensa IQ test online that’s accessible, professional, and based on genuine IQ testing principles.

    ⇒ Take the Free Mensa IQ Test Officially at QuickIQTest.org!

    What’s Included in a Free Mensa International IQ test?

    A Mensa practice test, free of charge, can still offer tremendous value if a scientifically grounded platform develops it. At QuickIQTest.org, users can take a free Mensa IQ test replicating the structure and challenge level of formal IQ assessments. It includes:

    • 20 to 40 timed logic-based questions
    • Instant scoring based on international IQ distribution
    • Cognitive performance breakdown
    • Familiarization with Mensa test questions and problem-solving formats

    The free online Mensa IQ test is a legitimate way to prepare for more formal assessments, especially if you’re considering applying to the Mensa International IQ test.

    Unlike many “free” quizzes online that are mostly entertainment-focused, this test is based on psychometric standards and cognitive science,  making it one of the most accurate free resources available.

    ⇒ Test Your Logical Skills with a Mensa IQ Format!

    Are Paid Tests More Accurate or Detailed?

    Sometimes, paid IQ tests offer additional features such as detailed analytics, personality insights, or official certification for academic or professional use. However, price does not always equal quality.

    QuickIQTest.org proves that an online, free Mensa IQ test can still deliver serious, research-backed results. Their algorithm calculates scores using valid statistical models that align with global IQ norms.

    For users asking, “Is Mensa IQ test accurate if it’s free?” — the answer depends on the source. In the case of QuickIQTest.org, the platform is structured to offer a highly reliable Mensa-style testing experience without hidden fees or subscriptions.

    Many users find that their IQ test Mensa scores from QuickIQTest.org are consistent with those they receive on formal Mensa evaluations.

    ⇒ Try the Most Popular Mensa IQ Test Online!

    Red Flags to Avoid in Online Testing Sites

    Not all online IQ tests are created equal. Here are some warning signs to avoid:

    • Vague or overly simplistic questions: Real Mensa sample test formats include complex reasoning challenges.
    • No scoring explanation: A legitimate platform should explain how your score is calculated.
    • Clickbait-style results: Avoid tests that give generic or overly flattering results without clear metrics.
    • Aggressive upselling or paywall traps: Some sites lure users with a “free” label only to demand payment after they complete the transaction.
    • No credibility or transparency: The platform should clarify its methodology and data use policy.

    QuickIQTest.org avoids all of these pitfalls. The Mensa test is structured, transparent, and built to replicate the experience of a Mensa-style intelligence test. It’s one of the most trusted options for users seeking clarity and confidence before pursuing formal membership with the Mensa International IQ test.

    ⇒ Take a Mensa IQ Test That Reflects Real Results!

    How to Prepare for a Mensa IQ Test

    Preparing for a Mensa IQ test is about more than just intelligence; it’s about readiness. Whether you aim to qualify for the Mensa International IQ test or simply want to measure your cognitive abilities with a high-standard Mensa IQ test online, preparation helps sharpen your edge.

    The Mensa IQ Quiz, available at QuickIQTest.org, can help you build the confidence and accuracy needed to succeed. This preparation process includes becoming familiar with question styles, reducing test-day anxiety, and boosting your ability to concentrate under time pressure.

    ⇒ Simulate a Real Mensa IQ Test Free at QuickIQTest.org!

    Practice Mensa-Style Question Types

    The official Mensa intelligence test isn’t based on rote knowledge; it assesses your ability to solve problems, think abstractly, and detect patterns. The most effective way to prepare is to consistently work through Mensa test questions in a format similar to the real test.

    Some of the major categories you’ll encounter include:

    • Raven’s matrix-style pattern recognition
    • Logical progressions in shapes and numbers
    • Odd-one-out visual discrimination
    • Verbal reasoning and analogies
    • Spatial rotations and transformations

    QuickIQTest.org is the most recommended source for a Mensa sample test that closely reflects these categories. Users can take the free Mensa practice test multiple times to build familiarity, speed, and confidence with each question type.

    ⇒ Start the Journey to Mensa Membership with This IQ Test!

    Managing Test Anxiety

    Nervousness is normal, but if unmanaged, it can disrupt your ability to think clearly and finish within the time limit. Since the Mensa online IQ test is typically timed, staying calm is essential for optimal performance.

    Here are effective ways to control anxiety before and during the test:

    • Create a calm environment: Choose a quiet, comfortable place to take the test.
    • Establish a pre-test routine: Drink water, stretch, and do a quick mental warm-up.
    • Practice breathing techniques: Slow breathing helps reduce cortisol levels.
    • Mentally rehearse success: Visualize yourself completing the test calmly and efficiently.
    • Use the platform repeatedly: The more you take the free Mensa IQ test at QuickIQTest.org, the less intimidating the process becomes.

    Knowing what to expect and rehearsing under real conditions—using the Mensa test, free format—can dramatically lower stress.

    ⇒ Take the Online Mensa IQ Quiz with Instant Results!

    Tips to Improve Focus and Performance

    Mental clarity plays a huge role in your outcome. To improve your focus and achieve an accurate score on your online Mensa test, consider these strategies:

    • Take practice tests when you’re mentally sharp, such as mid-morning.
    • Limit screen time beforehand to reduce eye strain and mental fatigue.
    • Eat a light, protein-rich snack before testing for sustained energy.
    • Use noise-canceling headphones or ambient sounds to eliminate distractions.
    • Practice skipping hard questions and circling back later.

    The IQ test, the Mensa model from QuickIQTest.org, allows you to engage with realistic time pressure and genuine question logic. Practicing under these conditions enhances both speed and precision.

    ⇒ Try Mensa IQ Test Free and Accurate at QuickIQTest.org!

    Use a Reliable Practice Source

    Above all, choose a platform that mirrors the integrity of official Mensa testing. Not all online IQ tests are credible. With QuickIQTest.org, you’re training with one of the most accurate and trusted online formats. Their Mensa IQ test free system aligns with psychometric best practices and gives instant, meaningful results.

    This test also benefits those preparing for region-specific exams like the Mensa Norway IQ test, offering a versatile preparation path for global candidates.

    By repeatedly using the Mensa practice test free provided by QuickIQTest.org, users set themselves up mentally, emotionally, and strategically for success.

    ⇒ Find Out Where You Stand with the Mensa IQ Exam!

    Most Accurate Online Mensa IQ Test in 2025

    As the demand for online intelligence testing continues to grow in 2025, finding a trusted and most accurate Mensa IQ test online has become more critical. While dozens of websites and apps claim to offer valid assessments, only a few provide the depth, credibility, and design quality needed to reflect an actual Mensa intelligence test experience. Among them, QuickIQTest.org stands out as a highly regarded platform offering a legitimate, science-backed way to measure your IQ.

    ⇒ Try the Official Free Mensa IQ Test with Fast Scoring!

    Trusted Platforms and Apps

    The internet is saturated with IQ tests, but very few are structured by actual psychometric testing principles. When evaluating platforms, it’s essential to look for those that:

    • Offer pattern-based logic questions similar to official Mensa test questions
    • Provide timed tests that simulate the real testing pressure..
    • Deliver scoring based on standard deviation from the IQ bell curve..
    • Offer a well-explained breakdown of performance.

    QuickIQTest.org ticks every one of these boxes. The platform’s online Mensa test is not a personality quiz or a gamified distraction. It is a research-based tool offering accurate feedback about fluid intelligence and reasoning capabilities.

    ⇒ Take the Most Accurate Mensa IQ Quiz with QuickIQTest.org!

    Certified vs. Unofficial Tests

    One common question from test takers is: Are certified tests better than unofficial ones?

    Certified Mensa admissions tests, typically taken under supervised conditions, are the gold standard for official membership. However, high-quality online IQ assessments can serve as a highly accurate predictor of whether someone might qualify for Mensa. The key is to choose a platform designed by experts in cognitive science and pattern recognition.

    QuickIQTest.org is not claiming to replace official testing but offers a Mensa IQ practice test that provides a strong, data-backed indication of your potential Mensa eligibility. It is one of the most reliable platforms for those who want to prepare, assess their standing, or challenge their intellect.

    Many users begin with the free Mensa IQ test and later, based on their results, take the official supervised exam. The scores align well with what people typically achieve in certified evaluations.

    ⇒ Explore Your IQ with an Accurate Mensa-Based Test

    User Reviews and Reliability

    Credibility is built over time,  and QuickIQTest.org has developed a growing user base of individuals who report high satisfaction with the platform’s structure, accuracy, and transparency.

    Standard user feedback highlights:

    • Realistic difficulty that matches the Mensa IQ test answers users encounter in formal tests
    • Clear explanations of score metrics and how IQ is calculated
    • No hidden fees or misleading claims
    • Seamless user experience and clean test design

    One user noted, “I took the Norway Mensa IQ test after using QuickIQTest.org and scored within the same range. It really helped me prepare.”

    Thousands of learners have used the platform’s Mensa practice test free to sharpen their cognitive skills and explore their intellectual strengths.

    When people ask, “Is the Mensa IQ test accurate if taken online?” the answer is yes,  when you choose a platform like QuickIQTest.org. Its consistency, logic-based framework, and precise scoring method make it one of the most trusted online tools available in 2025.

    ⇒ Take the Classic Mensa IQ Test Online Anytime!

    Understanding Your IQ Score

    After completing a Mensa IQ Quiz online, the next crucial step is interpreting your results. Your score is more than just a number—it reflects how your cognitive abilities compare with the general population. Whether you’re using a free Mensa IQ test or a more structured Mensa intelligence test, it’s essential to understand what the score represents, how it’s calculated, and what it doesn’t say about you.

    ⇒ Curious About Your IQ? Take the Mensa Test Now!

    What Your Score Means

    IQ scores are designed to follow a standard distribution, with the average set at 100. When you take a Mensa IQ practice test through a reliable source like QuickIQTest.org, your final score is calculated based on the number of correct answers, the difficulty of questions, and how your performance compares to others.

    Your result is often accompanied by a percentile rank, which shows how many people you outperformed. For example:

    • A score of 100 means your intelligence level is right in the middle of the population.
    • A score of 130 or above may indicate potential eligibility for Mensa.
    • A score below 85 is still within the standard curve but on the lower end of the distribution.

    QuickIQTest.org provides immediate, easy-to-read score explanations after each Mensa online IQ test, helping users see where they stand and what it might mean for their educational or professional development.

    ⇒ See If You Make the Cut with This Mensa IQ Test!

    Average, High, and Low IQ Ranges

    Most online tests use the Wechsler scale or similar bell curves. Here’s how typical IQ scores are categorized:

    • Below 70: Considered well below average; may indicate developmental challenges
    • 70–84: Below average range
    • 85–114: Average range (majority of the population)
    • 115–129: Above average
    • 130+: High IQ; potential Mensa qualification

    The Mensa practice test, free at QuickIQTest.org, aligns its scoring with these global standards, offering users an accurate assessment of where they fall.

    While scoring above 130 on the IQ test doesn’t automatically mean Mensa membership, it’s often a strong indicator that you might qualify if you pursue the official supervised exam.

    ⇒ Reveal Your Cognitive Strengths with a Mensa IQ Test!

    Limitations and Misconceptions

    IQ tests measure specific types of intelligence—remarkably fluid reasoning, pattern recognition, and logic. They do not assess:

    • Creativity
    • Emotional intelligence (EQ)
    • Social skills
    • Practical problem-solving
    • Wisdom or moral judgment

    A common misconception is that a high IQ automatically equates to success or genius. While many high-IQ individuals thrive academically or professionally, success is influenced by many other factors, including motivation, opportunity, and emotional resilience.

    Another myth is that taking the Mensa IQ test multiple times will significantly inflate your score. While practice improves familiarity, accurate intelligence scores remain relatively stable over time.

    That said, tools like QuickIQTest.org offer meaningful insights and preparation. They’re designed for those aiming to join Mensa and for anyone curious about their cognitive strengths.

    ⇒ Test Yourself Against Mensa Standards!

    8. Mensa IQ Test for Kids, Teens, and Adults

    Intelligence testing isn’t limited to adults. An adequately designed Mensa IQ test can help assess children, teenagers, and adults’ cognitive ability. However, it’s essential to recognize that age plays a critical role in measuring and interpreting IQ. Whether for educational placement, personal insight, or curiosity, the online Mensa IQ test at QuickIQTest.org adapts well across age groups by offering a flexible, pattern-based format appropriate for different developmental stages.

    Age-Appropriate IQ Assessments

    IQ testing must be aligned with age-related expectations to be accurate. The mental tasks a 10-year-old can solve differ significantly from those expected of a 30-year-old. Modern IQ tests adjust scoring to ensure fair comparisons across ages.

    QuickIQTest.org provides an IQ test and a Mensa platform suitable for teens and adults. It is typically recommended for ages 14 and up. For younger children, supervised testing with child-specific formats is more appropriate. However, for teens preparing for academic challenges or seeking Mensa eligibility, the Mensa practice test offers an excellent simulation of the logic-based reasoning questions used in official exams.

    Adults aged 20, 40, or 65 can use the Mensa online IQ test to evaluate cognitive agility. Unlike knowledge tests, these pattern-recognition exercises are designed to minimize age or cultural bias.

    ⇒ Start the Mensa IQ Test Online Free with QuickIQTest.org!

    Educational vs. General Intelligence Tests

    Educational IQ tests often assess verbal comprehension, arithmetic skills, and memory, traits aligned with classroom performance. In contrast, a Mensa intelligence test focuses on fluid intelligence: your ability to reason and think abstractly.

    The free Mensa IQ test from QuickIQTest.org is particularly well-suited for general intelligence evaluation. It doesn’t require prior academic knowledge. Instead, it asks questions based on logic, patterns, and spatial awareness—abilities that tend to be stable across diverse educational backgrounds.

    This makes the Mensa test a free experience appealing to students looking to challenge themselves and working professionals interested in their cognitive strengths.

    ⇒ Discover the IQ Test Modeled After Mensa Exams!

    How Schools or Employers May Use Results

    Schools may recommend IQ testing for gifted program eligibility or special education placement. An above-average score—particularly in problem-solving and pattern recognition—can support a child’s placement in accelerated academic tracks.

    Some employers also use intelligence testing in hiring processes, especially for roles requiring critical thinking, analysis, or technical decision-making. While many organizations don’t ask for an actual Mensa IQ test, scores from high-quality platforms like QuickIQTest.org can provide personal insight and potentially be included in a professional portfolio.

    It’s worth noting that many individuals voluntarily share their Mensa IQ test answers or scores with mentors, educators, and coaches to guide future development.

    The Mensa practice test is free, and it’s a low-pressure way to get started, whether you’re a student preparing for higher education or a professional seeking a mental challenge.

    ⇒ Unlock Your IQ Potential with This Mensa-Based Test!

    9. Is a Mensa IQ Test Legitimate?

    With the explosion of online testing platforms, it’s natural to question whether a Mensa IQ test taken online is accurate or valid. While not every internet quiz holds scientific value, well-structured assessments like those offered by QuickIQTest.org are developed to reflect genuine intelligence-testing principles. When done correctly, an online Mensa IQ test can provide results closely aligned with traditional, supervised testing used in clinical or academic settings.

    ⇒ Measure Your Intelligence with a Mensa-Style Quiz

    How Accurate Are Online IQ Tests Compared to Clinical Ones?

    Clinical IQ assessments, like the Stanford-Binet or WAIS-IV, are typically administered in controlled environments by certified professionals. They are used in education, employment, and mental health contexts and offer highly detailed insight into cognitive performance. They assess several forms of intelligence, including working memory, spatial reasoning, and processing speed.

    While online versions don’t provide the same depth, many use similar formats, particularly for fluid intelligence (the ability to identify patterns, solve problems, and reason abstractly). A properly designed Mensa practice test mimics these core aspects with visual pattern recognition, number series, and logic puzzles. QuickIQTest.org uses time-based challenges and varied question structures to replicate these elements, producing surprisingly consistent results with official Mensa entry exams.

    Many users of QuickIQTest.org report that their scores from this free Mensa IQ test fall within the same range as those received from in-person evaluations.

    ⇒ Start a Mensa IQ Assessment from Anywhere!

    How to Tell If a Test Is Scientifically Valid

    With so many tests online claiming to be “official” or “accurate,” how can you spot the real ones?

    Here are signs of scientific credibility in an online Mensa IQ test:

    • Timed sections: Intelligence isn’t just about getting the correct answer—it’s about speed and efficiency under time pressure.
    • Standardized scoring: Real IQ tests distribute results on a bell curve. Look for scores where 100 is average, with clear percentile rankings.
    • Diverse questions: A valid test includes spatial, numeric, and abstract reasoning,  each targeting different cognitive functions.
    • Adaptive difficulty: The test should gradually increase in complexity, which mirrors how official Mensa assessments are structured.
    • No personality quizzes or gimmicks: IQ tests aren’t mood surveys but analytical and performance-based.

    QuickIQTest.org delivers on all these fronts. Their online Mensa IQ test uses a scoring algorithm rooted in psychometric testing standards. The platform is built not to entertain, but to challenge users across different reasoning dimensions.

    ⇒ Take the IQ Test Designed for High Performers!

    Credentials to Look For in a Reliable IQ Test

    Even if a test is online, it should still meet standards that suggest professional input and real-world value. You don’t need a clinical psychologist to validate it, but some benchmarks help:

    • Developer transparency: Reputable IQ tests often mention who created the test, ideally, experts in cognitive science or psychometric testing.
    • Consistent user reviews: Real users should report that their scores feel realistic and reflect other intelligence evaluations they’ve taken.
    • No unrealistic promises: Beware of tests that guarantee Mensa admission or claim impossible accuracy. A legitimate Mensa intelligence test will acknowledge that only official, supervised tests can grant membership.

    At QuickIQTest.org, the goal is not to mislead users. Instead, they offer a highly regarded, free Mensa test alternative that enables individuals to evaluate their reasoning ability before deciding whether to apply for official Mensa testing.

    ⇒ Find Out If You Have a Mensa-Eligible Score!

    The Role of a Mensa Practice Test

    Think of a Mensa IQ test online like a practice run—it’s not a certification, but it’s the next best thing. It offers valuable preparation, helps reduce test anxiety, and gives you a clear picture of your strengths.

    Additionally, it is an excellent IQ screening tool because the Mensa sample test at QuickIQTest.org is patterned after real Mensa questions. It gives users honest feedback while preserving the integrity of what a real test should feel like.

    ⇒ Take the Mensa IQ Test Officially at QuickIQTest.org

    FAQS

    Can I take a free Mensa IQ test online?

    Taking a free Mensa IQ test online is possible, especially for practice and personal evaluation. While official Mensa tests must be supervised and often involve a fee, trusted platforms like QuickIQTest.org provide access to a Mensa IQ test online that mimics the structure and complexity of the real thing. This Mensa practice test free version includes timed questions and instant scoring, offering an effective way to understand how you might perform on a formal Mensa assessment. It benefits those interested in preparing before attempting an official supervised exam.

    How does the online Mensa IQ test work?

    An online Mensa IQ test generally presents a series of timed questions designed to test logic, spatial awareness, pattern recognition, and numerical reasoning. These tests are based on the same principles as formal IQ assessments used by Mensa International. At QuickIQTest.org, the structure includes:

    • Timed sections: Questions must be answered within a specific time limit to simulate real-world conditions.
    • Adaptive scoring: The test evaluates accuracy and the difficulty of questions answered correctly.
    • Instant results: Once completed, you receive a score range that corresponds with general IQ benchmarks, giving you an idea of where you stand compared to the population.

    This Mensa IQ practice test provides an accessible way to explore your intellectual strengths before considering official testing.

    How accurate is the online Mensa IQ test?

    The accuracy of an online Mensa IQ test depends on how well it follows accepted psychometric standards. While online versions do not replace supervised clinical assessments, services like QuickIQTest.org aim to provide a highly accurate and reliable evaluation. Their test uses cognitive science and logic-based structures similar to official IQ tests. It focuses on visual and numerical reasoning rather than learned knowledge, which makes it more reflective of your innate problem-solving abilities. While the score cannot be used for formal Mensa membership, it can indicate your potential and help guide whether you should pursue official testing.

    What does my IQ score mean?

    Your IQ score is a numerical expression of your cognitive performance relative to the general population. Most scoring systems are based on a bell curve, with 100 as the average IQ. Here’s a general breakdown:

    • 85–115: Average range (most people fall here)
    • 116–129: Above average
    • 130 and above: Gifted; potential Mensa qualification
    • Below 85: May indicate challenges in some areas of reasoning.

    When you take the IQ test, Mensa style, at QuickIQTest.org, your score will fall within a percentile rank, giving context to where you stand. However, it’s essential to understand that IQ is just one measure of cognitive potential and does not capture creativity, emotional intelligence, or other forms of intelligence.

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    The MIL Network

  • MIL-OSI USA: Reps. Cherfilus-McCormick and Wasserman Schultz Lead Letter Urging USDA and HHS to Protect Free School Meals Amid Cuts

    Source: United States House of Representatives – Congresswoman Sheila Cherfilus-McCormick (D-Florida 20th district))

    WASHINGTON, D.C. — Today, Congresswoman Sheila Cherfilus-McCormick (FL-20) and Congresswoman Debbie Wasserman Schultz (FL-25) led 29 of their colleagues in urging the U.S. Departments of Agriculture (USDA) and Health and Human Services (HHS) to assess and address the harmful impacts potential cuts to Medicaid and SNAP would have on students’ access to free and reduced-price school meals.

    In a letter to USDA Secretary Brooke Rollins and HHS Secretary Robert F. Kennedy, Jr.,Congresswomen Sheila Cherfilus-McCormick (FL-20) and Debbie Wasserman Schultz (FL-25) expressed concern that proposed cuts in the current reconciliation bill could strip SNAP benefits from over 2 million children and jeopardize their Medicaid coverage—putting access to school meals at risk.

    “With food prices soaring and school meal debt at crisis levels, this is the moment to strengthen—not slash—the nutrition programs that keep our children fed, healthy, and ready to learn,” said Congresswoman Cherfilus-McCormick (D-FL). “No parent should fear their child will go hungry or be left unprotected in a place of learning. This is more than policy—it’s a moral obligation. Feeding children should never be up for debate. As a mother, I carry that responsibility every day. America must do the same. Congress must act with urgency to protect these essential programs because our children’s health, safety, and futures depend on it.”

    “Republicans want to ram their ‘Big Ugly Bill’ through the House this week and hide its cruel impacts on our children,” said Wasserman Schultz (D-FL). “Deep Medicaid and SNAP cuts risk children losing both access to healthcare coverage and food at home – but it also chokes off access to free healthy school lunches. Republicans want to bury the real harm their cuts will inflict, and the ugly reality that it’s all being done to pay for wealthy tax breaks.  But I’ll proudly fight for our children and schools and ensure the cuts they face are not covered up.”

    The letter highlights the importance of direct certification and the Community Eligibility Provision (CEP), which allows high-need schools to offer free meals to all students. Changes to Medicaid and SNAP could disqualify many schools—particularly in communities like Broward County, Florida—from meeting CEP thresholds, reversing hard-fought progress made under the previous Administration.

    Additional signatories of the letter include Reps. Amo (D-RI), Brownley (D-CA), Carson (D-IN), Carter (D-LA), Castor (D-FL), Clarke (D-NY), Cohen (D-TN), Crockett (D-TX), Davis (D-IL), DelBene (D-WA), Evans (D-PA), Figures (D-AL), García (D-IL), Gottheimer (D-NJ), Krishnamoorthi (D-IL), McIver (D-NJ), Olszewski (D-MD), Peters (D-CA), Pettersen (D-CO), Ramirez (D-IL), Salinas (D-OR), Smith (D-WA), Strickland (D-WA), Takano (D-CA), Thanedar (D-MI), Thompson (D-MI), Tlaib (D-MI), Velázquez (D- NY), and Wilson (D-FL). 

    Read the Full letter here.

    ###

    MIL OSI USA News

  • MIL-OSI USA: Congresswoman Bice Supports Military Construction and Veterans Affairs Appropriations Act

    Source: United States House of Representatives – Congresswoman Stephanie Bice (OK-05)

    Washington, D.C.– Today, the U.S. House of Representatives voted on their first appropriations bill, H.R. 3944, the Military Construction, Veterans Affairs, and Related Agencies Appropriations Act. This legislation includes $452.64 billion for the U.S. Department of Veterans Affairs and $18 billion for military construction and family housing, an increase over FY25 funding levels. This is the first of the twelve appropriations bills to be considered on the House floor and the Appropriations committee continues working to pass the remaining bills out of committee for floor consideration

    Congresswoman Bice issued the following statement:
    “Under the leadership of Chairman Cole, the House passed the Military Construction, Veterans Affairs, and Related Agencies Appropriations Act. As a member of this subcommittee, I am focused on fully funding veterans’ health care, benefits, and programs and supporting our military families. This bill also reflects the priorities of the Trump Administration by protecting the Second Amendment rights of veterans and preventing funding for DEI initiatives and gender affirming care. I look forward to continuing the appropriations process and working to responsibly fund the federal government.”
     

    MIL OSI USA News

  • MIL-OSI Canada: Joint Statement of the G7 Foreign Ministers on Iran and the Middle East

    Source: Government of Canada News

    June 30, 2025 – Ottawa, Ontario – Global Affairs Canada

    We the G7 Foreign Ministers of Canada, France, Germany, Italy, Japan, the United Kingdom and the United States of America, and the High Representative of the European Union, met in The Hague on June 25, 2025, where we discussed recent events in the Middle East.

    We reiterate our support for the ceasefire between Israel and Iran announced by U.S. President Trump, and urge all parties to avoid actions that could further destabilize the region.

    We appreciate Qatar’s important role in facilitating the ceasefire and express our full solidarity to Qatar and Iraq following the recent strikes by Iran and its proxies and partners against their territory. We welcome all efforts in the region towards stabilization and de-escalation.

    We reaffirm that the Islamic Republic of Iran can never have nuclear weapons, and urge Iran to refrain from reconstituting its unjustified enrichment activities. We call for the resumption of negotiations, resulting in a comprehensive, verifiable and durable agreement that addresses Iran’s nuclear program.

    In order to have a sustainable and credible resolution, we call on Iran to urgently resume full cooperation with the International Atomic Energy Agency (IAEA) as required by its safeguards obligations and to provide the IAEA with verifiable information about all nuclear material in Iran, including by providing access to IAEA inspectors. We condemn calls in Iran for the arrest and execution of IAEA Director General Grossi

    We underscore the centrality of the Nuclear Non-Proliferation Treaty (NPT) as the cornerstone of the global nuclear non-proliferation regime. It is essential that Iran remains party to and fully implements its obligations under the Treaty.

    We reiterate our commitment to peace and stability in the Middle East. In this context, we reaffirm that Israel has a right to defend itself. We reiterate our support for the security of Israel.

    MIL OSI Canada News

  • MIL-OSI: Progress Software Announces Second Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Annualized Recurring Revenue (“ARR”) of $838 million Grew 46% year-over-year
    Revenue of $237 million Grew 36% year-over-year
    Raises Full Year Guidance for Revenue, Operating Margin, Earnings Per Share, and Cash Flow
    Acquires Agentic RAG AI Company

    BURLINGTON, Mass., June 30, 2025 (GLOBE NEWSWIRE) — Progress Software (Nasdaq: PRGS), the trusted provider of AI-powered digital experience and infrastructure software, today announced financial results for its fiscal second quarter ended May 31, 2025.

    Second Quarter 2025 Highlights:

    • Revenue of $237 million increased 36% year-over-year on an actual currency basis and 35% on a constant currency basis.
    • Annualized Recurring Revenue (“ARR”) of $838 million increased 46% year-over-year on a constant currency basis.
    • Operating margin was 16% and non-GAAP operating margin was 40%.
    • Diluted earnings per share was $0.39 compared to $0.37 in the same quarter last year, an increase of 5%. 
    • Non-GAAP diluted earnings per share was $1.40 compared to $1.09 in the same quarter last year, an increase of 28%.

    “We’re extremely pleased with our solid Q2 results” said Yogesh Gupta, CEO of Progress Software. “Revenue contributions were strong across all geographies resulting in ARR of $838 million or 46% year-over-year growth. Our Net Retention Rate was 100%, demonstrating the consistent strength of our product portfolio. Our confidence in the business is reflected in our raised guidance for FY25. Equally important, our integration of ShareFile is going extremely well as we have completed numerous major synergy milestones, and we remain confident in our ability to reach all our ShareFile targets by the end of the year.”

    Additional financial highlights included:

      Three Months Ended
      GAAP   Non-GAAP
    (in thousands, except percentages and per share amounts) May 31, 2025   May 31, 2024   % Change   May 31, 2025   May 31, 2024   % Change
    Revenue $ 237,355     $ 175,077     36 %   $ 237,355     $ 175,077     36 %
    Income from operations $ 38,616     $ 27,148     42 %   $ 95,461     $ 67,086     42 %
    Operating margin   16 %     16 %   0 bps     40 %     38 %   200 bps
    Net income $ 17,029     $ 16,188     5 %   $ 61,749     $ 47,899     29 %
    Diluted earnings per share $ 0.39     $ 0.37     5 %   $ 1.40     $ 1.09     28 %
    Cash from operations (GAAP) / Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP) $ 29,996     $ 63,681     (53 )%   $ 37,068     $ 64,073     (42 )%
        $ 51,579   $ 69,679   (26 )%

    See Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures, and Select Performance Metrics and a reconciliation of non-GAAP adjustments to Progress’ GAAP financial results at the end of this press release.

    Other fiscal second quarter 2025 metrics and recent results included:

    • Cash and cash equivalents were $102.0 million at the end of the quarter.
    • Days sales outstanding was 53 days compared to 41 days in the fiscal second quarter of 2024 and 48 days in the fiscal first quarter of 2025.

    “Our second quarter performance reflects the continued strong execution by our teams and this is further reflected in our increase to full year guidance across the board,” said Anthony Folger, CFO of Progress Software. “Our ShareFile business is progressing well and we are ahead of schedule with the integration and moving swiftly towards reaching our synergy targets. On the balance sheet, we again made significant progress on paying down our revolving credit facility, with another $40 million this quarter, putting us on a solid trajectory to hit our goal of $160 million debt paydown this year.”

    Acquisition of Nuclia

    In a separate press release, the Company also announced today its acquisition of Nuclia, an innovator in agentic Retrieval-Augmented Generation (“RAG”) AI solutions. Nuclia provides unique, easy-to-use agentic RAG-as-a-service technology enabling organizations to automatically leverage their own proprietary business information to retrieve verifiable, accurate answers using GenAI. Nuclia will extend the end-to-end value of the Progress Data Platform while creating new opportunities to reach a broader market of organizations looking to leverage agentic RAG technology.

    The acquisition was signed and closed today and is immaterial to Progress’ financials.

    To learn more about Nuclia, go to https://nuclia.com/

    2025 Business Outlook

    Progress provides the following guidance for the fiscal year ending November 30, 2025 and the fiscal third quarter ending August 31, 2025:

      Updated FY 2025 Guidance
    (June 30, 2025)
      Prior FY 2025 Guidance
    (March 31, 2025)
    (in millions, except percentages and per share amounts) GAAP   Non-GAAP   GAAP   Non-GAAP
    Revenue $962 – $974   $962 – $974   $958 – $970   $958 – $970
    Diluted earnings per share $1.27 – $1.43   $5.28 – $5.40   $1.19 – $1.35   $5.25 – $5.37
    Operating margin 15%   38% – 39%   14% – 15%   38%
    Cash from operations (GAAP) /
    Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP)
    $218 – $230   $228 – $240   $216 – $228   $226 – $238
    $285 – $296     $283 – $294
    Effective tax rate 17%           20%           19%           20%
      Q3 2025 Guidance
    (in millions, except per share amounts) GAAP   Non-GAAP
    Revenue $237 – $243   $237 – $243
    Diluted earnings per share $0.29 – $0.35   $1.28 – $1.34

    Based on current exchange rates, the expected positive currency translation impact on our:

    • Fiscal year 2025 business outlook compared to 2024 exchange rates is approximately $2.4 million on revenue.
    • GAAP and non-GAAP diluted earnings per share for fiscal year 2025 is approximately $0.02.
    • Fiscal Q3 2025 business outlook compared to 2024 exchange rates is approximately $1.7 million on revenue.
    • GAAP and non-GAAP diluted earnings per share for fiscal Q3 2025 is approximately $0.01.

    To the extent that there are changes in exchange rates versus the current environment and/or our expectations, this may have an impact on Progress’ business outlook.

    Conference Call

    Progress will hold a conference call to review its financial results for the fiscal second quarter of 2025 at 5:00 p.m. ET on Monday, June 30, 2025. Participants must register for the conference call here: https://register-conf.media-server.com/register/BIc386d20e6fbd46acbadafca492a42b35. The webcast can be accessed at: https://edge.media-server.com/mmc/p/bujcypbf/. The conference call will include comments followed by questions and answers. Attendees must register for the webcast and an archived version of the conference call and supporting materials will be available on the Progress website within the investor relations section after the live conference call.

    About Progress

    Progress Software (Nasdaq: PRGS) empowers organizations to achieve transformational success in the face of disruptive change. Our software enables our customers to develop, deploy and manage responsible AI-powered applications and digital experiences with agility and ease. Customers get a trusted provider in Progress, with the products, expertise and vision they need to succeed. Over 4 million developers and technologists at hundreds of thousands of enterprises depend on Progress. Learn more at www.progress.com

    Progress and Progress Software are trademarks or registered trademarks of Progress Software Corporation and/or its subsidiaries or affiliates in the U.S. and other countries. Any other names contained herein may be trademarks of their respective owners.

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)

      Three Months Ended   Six Months Ended
    (in thousands, except per share data) May 31, 2025   May 31, 2024   % Change   May 31, 2025   May 31, 2024   % Change
    Revenue:                      
    Software licenses $ 50,795     $ 53,979     (6 )%   $ 109,240     $ 118,079     (7 )%
    Maintenance, SaaS, and professional services   186,560       121,098     54 %     366,130       241,683     51 %
    Total revenue   237,355       175,077     36 %     475,370       359,762     32 %
    Costs of revenue:                      
    Cost of software licenses   2,987       2,497     20 %     5,912       5,228     13 %
    Cost of maintenance, SaaS, and professional services   33,764       22,176     52 %     66,648       44,395     50 %
    Amortization of acquired intangibles   10,537       7,398     42 %     20,959       15,257     37 %
    Total costs of revenue   47,288       32,071     47 %     93,519       64,880     44 %
    Gross profit   190,067       143,006     33 %     381,851       294,882     29 %
    Operating expenses:                      
    Sales and marketing   49,677       37,889     31 %     100,973       77,000     31 %
    Product development   46,570       35,435     31 %     92,945       70,423     32 %
    General and administrative   25,637       21,983     17 %     51,260       43,327     18 %
    Amortization of acquired intangibles   26,063       16,316     60 %     51,871       33,705     54 %
    Cyber vulnerability response expenses, net   730       3,036     (76 )%     1,467       4,023     (64 )%
    Restructuring expenses   1,043       651     60 %     8,072       3,000     169 %
    Acquisition-related expenses   1,731       548     216 %     4,221       1,250     238 %
    Total operating expenses   151,451       115,858     31 %     310,809       232,728     34 %
    Income from operations           38,616               27,148             42 %     71,042       62,154     14 %
    Other expense, net           (18,752 )             (7,020 )           167 %     (37,876 )     (14,419 )   163 %
    Income before income taxes           19,864       20,128             (1 )%     33,166       47,735     (31 )%
    Provision for income taxes           2,835       3,940             (28 )%     5,191       8,908     (42 )%
    Net income $ 17,029     $ 16,188     5 %   $ 27,975     $ 38,827     (28 )%
                           
    Earnings per share:                      
    Basic $ 0.40     $ 0.37     8 %   $ 0.65     $ 0.89     (27 )%
    Diluted $ 0.39     $ 0.37     5 %   $ 0.63     $ 0.87     (28 )%
    Weighted average shares outstanding:                      
    Basic   43,053       43,213     %     43,154       43,508     (1 )%
    Diluted   44,156       43,964     %     44,522       44,395     %
                           
    Cash dividends declared per common share $     $ 0.175     (100 )%   $     $ 0.350     (100 )%
    Stock-based compensation is included in the condensed consolidated statements of operations, as follows:            
    Cost of revenue $ 1,560   $ 912   71 %   $ 2,755   $ 1,898   45 %
    Sales and marketing   3,663     2,458   49 %     6,695     4,770   40 %
    Product development   4,984     3,391   47 %     9,394     7,056   33 %
    General and administrative   6,534     5,228   25 %     12,580     10,729   17 %
    Total $ 16,741   $ 11,989   40 %   $ 31,424   $ 24,453   29 %
     

    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)

    (in thousands) May 31, 2025   November 30, 2024
    Assets      
    Current assets:      
    Cash and cash equivalents $ 102,006   $ 118,077
    Accounts receivable, net   140,122     163,575
    Unbilled receivables, current portion   34,136     34,672
    Other current assets   49,387     52,489
    Total current assets   325,651     368,813
    Property and equipment, net   12,474     13,746
    Goodwill and intangible assets, net   1,944,387     2,015,748
    Right-of-use lease assets   27,351     30,894
    Unbilled receivables, non-current portion   29,890     28,893
    Other assets   73,839     68,872
    Total assets $ 2,413,592   $ 2,526,966
    Liabilities and shareholders’ equity      
    Current liabilities:      
    Accounts payable and other current liabilities $ 75,610   $ 113,801
    Convertible senior notes, current portion, net   358,051    
    Operating lease liabilities, current portion   8,250     9,202
    Deferred revenue, current portion, net   308,360     332,142
    Total current liabilities   750,271     455,145
    Long-term debt, net   660,000     730,000
    Convertible senior notes, non-current portion, net   440,244     796,267
    Operating lease liabilities, non-current portion   22,548     26,259
    Deferred revenue, non-current portion, net   80,219     72,270
    Other non-current liabilities   7,609     8,237
    Stockholders’ equity:      
    Common stock and additional paid-in capital   362,522     354,592
    Retained earnings   90,179     84,196
    Total stockholders’ equity   452,701     438,788
    Total liabilities and stockholders’ equity $ 2,413,592   $ 2,526,966
     

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)  

      Three Months Ended   Six Months Ended
    (in thousands) May 31, 2025   May 31, 2024   May 31, 2025   May 31, 2024
    Cash flows from operating activities:              
    Net income $ 17,029     $ 16,188     $ 27,975     $ 38,827  
    Depreciation and amortization   39,568       27,529       78,777       55,073  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Other non-cash adjustments   (1,332 )     (812 )     1,738       515  
    Changes in operating assets and liabilities   (42,010 )     8,787       (40,971 )     15,317  
    Net cash flows from operating activities   29,996       63,681       98,943       134,185  
    Capital expenditures   (495 )     (955 )     (1,785 )     (1,264 )
    Repurchases of common stock, net of issuances   (13,478 )     (44,636 )     (37,348 )     (59,553 )
    Dividend equivalent and dividend payments to stockholders   (295 )     (7,951 )     (654 )     (16,122 )
    Payments for acquisitions               (1,195 )      
    Proceeds from the issuance of debt, net of payment of issuance costs         431,929             431,929  
    Repayment of revolving line of credit and principal payment on term loan   (40,000 )     (337,813 )     (70,000 )     (371,250 )
    Purchase of capped calls         (42,210 )           (42,210 )
    Other   2,117       (4,847 )     (4,032 )     (12,253 )
    Net change in cash and cash equivalents   (22,155 )     57,198       (16,071 )     63,462  
    Cash and cash equivalents, beginning of period   124,161       133,222       118,077       126,958  
    Cash and cash equivalents, end of period $ 102,006     $ 190,420     $ 102,006     $ 190,420  
     

    RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES
    (Unaudited)

      Three Months Ended   Six Months Ended
    (in thousands, except per share data) May 31, 2025   May 31, 2024   May 31, 2025   May 31, 2024
    Adjusted income from operations:              
    GAAP income from operations $ 38,616     $ 27,148     $ 71,042     $ 62,154  
    Amortization of acquired intangibles   36,600       23,714       72,830       48,962  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Restructuring expenses   1,043       651       8,072       3,000  
    Acquisition-related expenses   1,731       548       4,221       1,250  
    Cyber vulnerability response expenses, net   730       3,036       1,467       4,023  
    Non-GAAP income from operations $ 95,461     $ 67,086     $ 189,056     $ 143,842  
                   
    Adjusted net income:              
    GAAP net income $ 17,029     $ 16,188     $ 27,975     $ 38,827  
    Amortization of acquired intangibles   36,600       23,714       72,830       48,962  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Restructuring expenses   1,043       651       8,072       3,000  
    Acquisition-related expenses   1,731       548       4,221       1,250  
    Cyber vulnerability response expenses, net   730       3,036       1,467       4,023  
    Provision for income taxes   (12,125 )     (8,227 )     (25,245 )     (16,688 )
    Non-GAAP net income $ 61,749     $ 47,899     $ 120,744     $ 103,827  
                   
    Adjusted diluted earnings per share:              
    GAAP diluted earnings per share $ 0.39     $ 0.37     $ 0.63     $ 0.87  
    Amortization of acquired intangibles   0.83       0.54       1.64       1.10  
    Stock-based compensation   0.37       0.27       0.71       0.56  
    Restructuring expenses   0.02       0.02       0.18       0.07  
    Acquisition-related expenses   0.04       0.01       0.09       0.03  
    Cyber vulnerability response expenses, net   0.02       0.07       0.03       0.09  
    Provision for income taxes   (0.27 )     (0.19 )     (0.57 )     (0.38 )
    Non-GAAP diluted earnings per share $ 1.40     $ 1.09     $ 2.71     $ 2.34  
                   
    Non-GAAP weighted avg shares outstanding – diluted   44,156       43,964       44,522       44,395  
                   

    OTHER NON-GAAP FINANCIAL MEASURES
    (Unaudited)

    Adjusted Free Cash Flow and Unlevered Free Cash Flow                
                           
      Three Months Ended   Six Months Ended
    (in thousands) May 31, 2025   May 31, 2024   % Change   May 31, 2025   May 31, 2024   % Change
    Cash flows from operations $ 29,996     $ 63,681     (53 )%   $ 98,943     $ 134,185     (26 )%
    Purchases of property and equipment   (495 )     (955 )   (48 )%     (1,785 )     (1,264 )   41 %
    Free cash flow   29,501       62,726     (53 )%     97,158       132,921     (27 )%
    Add back: restructuring payments   7,567       1,347     462 %     13,121       3,356     291 %
    Adjusted free cash flow $ 37,068     $ 64,073     (42 )%   $ 110,279     $ 136,277     (19 )%
    Add back: tax-effected interest expense   14,511       5,606     159 %     29,253       11,481     155 %
    Unlevered free cash flow $ 51,579     $ 69,679     (26 )%   $ 139,532     $ 147,758     (6 )%
     

    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2025 GUIDANCE
    (Unaudited)

    Fiscal Year 2025 Updated Non-GAAP Operating Margin Guidance
      Fiscal Year Ending November 30, 2025
    (in millions) Low   High
    GAAP income from operations $ 140.7     $ 149.2  
    GAAP operating margins   15 %     15 %
    Acquisition-related expense   6.0       6.0  
    Restructuring expense   9.2       9.2  
    Stock-based compensation   63.0       63.0  
    Amortization of acquired intangibles   145.7       145.7  
    Cyber vulnerability response expenses, net   4.2       4.2  
    Total adjustments(1)   228.1       228.1  
    Non-GAAP income from operations $ 368.8     $ 377.3  
    Non-GAAP operating margin   38 %     39 %
    (1) Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
    Fiscal Year 2025 Updated Non-GAAP Earnings per Share and Effective Tax Rate Guidance
      Fiscal Year Ending November 30, 2025
    (in millions, except per share data) Low   High
    GAAP net income $ 56.9     $ 64.8  
    Adjustments (from previous table)   228.1       228.1  
    Income tax adjustment(2)   (47.7 )     (48.0 )
    Non-GAAP net income $ 237.3     $ 244.9  
           
    GAAP diluted earnings per share $ 1.27     $ 1.43  
    Non-GAAP diluted earnings per share $ 5.28     $ 5.40  
           
    Diluted weighted average shares outstanding   45.0       45.4  
             
             
    2 Tax adjustment is based on a non-GAAP effective tax rate of approximately 20%, calculated as follows:
        Fiscal Year Ending November 30, 2025
        Low   High
    Non-GAAP income from operations   $ 368.8     $ 377.3  
    Other (expense) income     (72.2 )     (71.2 )
    Non-GAAP income from continuing operations before income taxes     296.6       306.1  
    Non-GAAP net income     237.3       244.9  
    Tax provision   $ 59.3     $ 61.2  
    Non-GAAP tax rate     20 %     20 %
                     

    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2025 GUIDANCE
    (Unaudited)

    Fiscal Year 2025 Adjusted Free Cash Flow and Unlevered Free Cash Flow Guidance
      Fiscal Year Ending November 30, 2025
    (in millions) Low   High
    Cash flows from operations (GAAP) $ 218     $ 230  
    Purchases of property and equipment   (7 )     (7 )
    Add back: restructuring payments   17       17  
    Adjusted free cash flow (non-GAAP)   228       240  
    Add back: tax-effected interest expense   57       56  
    Unlevered free cash flow (non-GAAP) $ 285     $ 296  

    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q3 2025 GUIDANCE
    (Unaudited)

    Q3 2025 Non-GAAP Earnings per Share Guidance
      Three Months Ending August 31, 2025
      Low   High
    GAAP diluted earnings per share $ 0.29     $ 0.35  
    Acquisition-related expense   0.02       0.02  
    Restructuring expense   0.01       0.01  
    Stock-based compensation   0.35       0.35  
    Amortization of acquired intangibles   0.83       0.83  
    Cyber vulnerability response expenses, net   0.03       0.03  
    Total adjustments(1)   1.24       1.24  
    Income tax adjustment   (0.25 )     (0.25 )
    Non-GAAP diluted earnings per share $ 1.28     $ 1.34  
    (1) Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.

    Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures and Select Performance Metrics

    Progress furnishes certain non-GAAP supplemental information to our financial results. We use such non-GAAP financial measures to evaluate our period-over-period operating performance because our management team believes that excluding the effects of certain GAAP-related items helps to illustrate underlying trends in our business and provides us with a more comparable measure of our continuing business, as well as greater understanding of the results from the primary operations of our business. Management also uses such non-GAAP financial measures to establish budgets and operational goals, evaluate performance, and allocate resources. In addition, the compensation of our executives and non-executive employees is based in part on the performance of our business as evaluated by such non-GAAP financial measures. We believe these non-GAAP financial measures enhance investors’ overall understanding of our current financial performance and our prospects for the future by: (i) providing more transparency for certain financial measures, (ii) presenting disclosure that helps investors understand how we plan and measure the performance of our business, (iii) affording a view of our operating results that may be more easily compared to our peer companies, and (iv) enabling investors to consider our operating results on both a GAAP and non-GAAP basis (including following the integration period of our prior acquisitions). However, this non-GAAP information is not in accordance with, or an alternative to, generally accepted accounting principles in the United States (“GAAP”) and should be considered in conjunction with our GAAP results as the items excluded from the non-GAAP information may have a material impact on Progress’ financial results. A reconciliation of non-GAAP adjustments to Progress’ GAAP financial results is included in the tables above.

    In the noted fiscal periods, we adjusted for the following items from our GAAP financial results to arrive at our non-GAAP financial measures:

    • Amortization of acquired intangibles – We exclude amortization of acquired intangibles because those expenses are unrelated to our core operating performance and the intangible assets acquired vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses acquired. Adjustments include preliminary estimates relating to the valuation of intangible assets from ShareFile. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
    • Stock-based compensation – We exclude stock-based compensation to be consistent with the way management and, in our view, the overall financial community evaluates our performance and the methods used by analysts to calculate consensus estimates. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. As such, we do not include these charges in operating plans.
    • Restructuring expenses – In all periods presented, we exclude restructuring expenses incurred because those expenses distort trends and are not part of our core operating results. Adjustments include preliminary estimates relating to restructuring expenses from ShareFile. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
    • Acquisition-related expenses – We exclude acquisition-related expenses in order to provide a more meaningful comparison of the financial results to our historical operations and forward-looking guidance and the financial results of less acquisitive peer companies. We consider these types of costs and adjustments, to a great extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, we do not consider these acquisition-related costs and adjustments to be related to the organic continuing operations of the acquired businesses and are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In addition, the size, complexity and/or volume of past acquisitions, which often drives the magnitude of acquisition-related costs, may not be indicative of the size, complexity and/or volume of future acquisitions.
    • Cyber vulnerability response expenses, net – We exclude certain expenses resulting from the zero-day MOVEit Vulnerability, as more thoroughly described in our filings with the Securities and Exchange Commission since June 5, 2023. Expenses include costs to investigate and remediate these cyber related matters, as well as legal and other professional services related thereto. Expenses related to such cyber matters are provided net of expected insurance recoveries, although the timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses. Costs associated with the enhancement of our cybersecurity program are not included within this adjustment. We expect to continue to incur legal and other professional services expenses in future periods associated with the MOVEit Vulnerability. Expenses related to such cyber matters are expected to result in operating expenses that would not have otherwise been incurred in the normal course of business operations. We believe that excluding these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
    • Provision for income taxes – We adjust our income tax provision by excluding the tax impact of the non-GAAP adjustments discussed above.
    • Constant currency – Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. As exchange rates are an important factor in understanding period-to-period comparisons, we present revenue growth rates on a constant currency basis, which helps improve the understanding of our revenue results and our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates.

    In the noted fiscal periods, we also present the following liquidity measures:

    • Adjusted free cash flow (“AFCF”) and unlevered free cash flow (“Unlevered FCF”) – AFCF is equal to cash flows from operating activities less purchases of property and equipment, plus restructuring payments. Unlevered FCF is AFCF plus tax-effected interest expense on outstanding debt.

    In the noted fiscal periods, we also present the following select performance metrics:

    • Annualized Recurring Revenue (“ARR”) – We disclose ARR as a performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources currently represents the substantial majority of our revenues and is expected to continue in the future. We define ARR as the annualized revenue of all active and contractually binding term-based contracts from all customers at a point in time. ARR includes revenue from maintenance, software upgrade rights, public cloud, and on-premises subscription-based transactions and managed services. ARR mitigates fluctuations in revenue due to seasonality, contract term and the sales mix of subscriptions for term-based licenses and SaaS. We use ARR to understand customer trends and the overall health of our business, helping us to formulate strategic business decisions.

      We calculate the annualized value of annual and multi-year contracts, and contracts with terms less than one year, by dividing the total contract value of each contract by the number of months in the term and then multiplying by 12. Annualizing contracts with terms less than one-year results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period. We generally do not sell non-SaaS-based contracts with a term of less than one year unless a customer is purchasing additional licenses under an existing annual or multi-year contract. The expectation is that at the time of renewal, such contracts with a term less than one year will renew with the same term as the existing contracts being renewed, such that both contracts are co-termed. Historically, such contracts with a term of less than one year renew at rates equal to or better than annual or multi-year contracts.

      For SaaS-based contracts, there is a meaningful percentage of monthly auto-renewing contracts for which annualizing the contracts results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period.

      Revenue from term-based license and on-premises subscription arrangements include a portion of the arrangement consideration that is allocated to the software license that is recognized up-front at the point in time control is transferred under ASC 606 revenue recognition principles. ARR for these arrangements is calculated as described above. The expectation is that the total contract value, inclusive of revenue recognized as software license, will be renewed at the end of the contract term.

      The calculation is done at constant currency using the current year budgeted exchange rates for all periods presented.

      ARR is not defined in GAAP and is not derived from a GAAP measure. Rather, ARR generally aligns to billings (as opposed to GAAP revenue which aligns to the transfer of control of each performance obligation). ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

    • Net Retention Rate (“NRR”) – We calculate net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end (“Prior Period ARR”). We then calculate the ARR from these same customers as of the current period end (“Current Period ARR”). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the net retention rate. Net retention rate is not calculated in accordance with GAAP and is not derived from a GAAP measure.

    Note Regarding Forward-Looking Statements

    This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this press release include, but are not limited to, statements regarding Progress’ business outlook (including future acquisition activity) and financial guidance. There are a number of factors that could cause actual results or future events to differ materially from those anticipated by the forward-looking statements, including, without limitation: (i) economic, geopolitical and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price; (ii) our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses; (iii) we may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, fluctuations in currency exchange rates, or a decline in our renewal rates for contracts; (iv) if the security measures for our software, services, other offerings or our internal information technology infrastructure are compromised or subject to a successful cyber-attack, or if our software offerings contain significant coding or configuration errors or zero-day vulnerabilities, we may experience reputational harm, legal claims and financial exposure; and the results of inquiries, investigations and legal claims regarding the MOVEit Vulnerability remain uncertain, while the ultimate resolution of these matters could result in losses that may be material to our financial results for a particular period; (v) future acquisitions may not be successful or may involve unanticipated costs or other integration issues that could disrupt our existing operations; and (vi) expected synergies and benefits of the ShareFile acquisition may not be realized which could negatively impact our future results of operations and financial condition. For further information regarding risks and uncertainties associated with Progress’ business, please refer to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended November 30, 2024. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

    The MIL Network

  • MIL-OSI: Progress Software Announces Second Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Annualized Recurring Revenue (“ARR”) of $838 million Grew 46% year-over-year
    Revenue of $237 million Grew 36% year-over-year
    Raises Full Year Guidance for Revenue, Operating Margin, Earnings Per Share, and Cash Flow
    Acquires Agentic RAG AI Company

    BURLINGTON, Mass., June 30, 2025 (GLOBE NEWSWIRE) — Progress Software (Nasdaq: PRGS), the trusted provider of AI-powered digital experience and infrastructure software, today announced financial results for its fiscal second quarter ended May 31, 2025.

    Second Quarter 2025 Highlights:

    • Revenue of $237 million increased 36% year-over-year on an actual currency basis and 35% on a constant currency basis.
    • Annualized Recurring Revenue (“ARR”) of $838 million increased 46% year-over-year on a constant currency basis.
    • Operating margin was 16% and non-GAAP operating margin was 40%.
    • Diluted earnings per share was $0.39 compared to $0.37 in the same quarter last year, an increase of 5%. 
    • Non-GAAP diluted earnings per share was $1.40 compared to $1.09 in the same quarter last year, an increase of 28%.

    “We’re extremely pleased with our solid Q2 results” said Yogesh Gupta, CEO of Progress Software. “Revenue contributions were strong across all geographies resulting in ARR of $838 million or 46% year-over-year growth. Our Net Retention Rate was 100%, demonstrating the consistent strength of our product portfolio. Our confidence in the business is reflected in our raised guidance for FY25. Equally important, our integration of ShareFile is going extremely well as we have completed numerous major synergy milestones, and we remain confident in our ability to reach all our ShareFile targets by the end of the year.”

    Additional financial highlights included:

      Three Months Ended
      GAAP   Non-GAAP
    (in thousands, except percentages and per share amounts) May 31, 2025   May 31, 2024   % Change   May 31, 2025   May 31, 2024   % Change
    Revenue $ 237,355     $ 175,077     36 %   $ 237,355     $ 175,077     36 %
    Income from operations $ 38,616     $ 27,148     42 %   $ 95,461     $ 67,086     42 %
    Operating margin   16 %     16 %   0 bps     40 %     38 %   200 bps
    Net income $ 17,029     $ 16,188     5 %   $ 61,749     $ 47,899     29 %
    Diluted earnings per share $ 0.39     $ 0.37     5 %   $ 1.40     $ 1.09     28 %
    Cash from operations (GAAP) / Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP) $ 29,996     $ 63,681     (53 )%   $ 37,068     $ 64,073     (42 )%
        $ 51,579   $ 69,679   (26 )%

    See Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures, and Select Performance Metrics and a reconciliation of non-GAAP adjustments to Progress’ GAAP financial results at the end of this press release.

    Other fiscal second quarter 2025 metrics and recent results included:

    • Cash and cash equivalents were $102.0 million at the end of the quarter.
    • Days sales outstanding was 53 days compared to 41 days in the fiscal second quarter of 2024 and 48 days in the fiscal first quarter of 2025.

    “Our second quarter performance reflects the continued strong execution by our teams and this is further reflected in our increase to full year guidance across the board,” said Anthony Folger, CFO of Progress Software. “Our ShareFile business is progressing well and we are ahead of schedule with the integration and moving swiftly towards reaching our synergy targets. On the balance sheet, we again made significant progress on paying down our revolving credit facility, with another $40 million this quarter, putting us on a solid trajectory to hit our goal of $160 million debt paydown this year.”

    Acquisition of Nuclia

    In a separate press release, the Company also announced today its acquisition of Nuclia, an innovator in agentic Retrieval-Augmented Generation (“RAG”) AI solutions. Nuclia provides unique, easy-to-use agentic RAG-as-a-service technology enabling organizations to automatically leverage their own proprietary business information to retrieve verifiable, accurate answers using GenAI. Nuclia will extend the end-to-end value of the Progress Data Platform while creating new opportunities to reach a broader market of organizations looking to leverage agentic RAG technology.

    The acquisition was signed and closed today and is immaterial to Progress’ financials.

    To learn more about Nuclia, go to https://nuclia.com/

    2025 Business Outlook

    Progress provides the following guidance for the fiscal year ending November 30, 2025 and the fiscal third quarter ending August 31, 2025:

      Updated FY 2025 Guidance
    (June 30, 2025)
      Prior FY 2025 Guidance
    (March 31, 2025)
    (in millions, except percentages and per share amounts) GAAP   Non-GAAP   GAAP   Non-GAAP
    Revenue $962 – $974   $962 – $974   $958 – $970   $958 – $970
    Diluted earnings per share $1.27 – $1.43   $5.28 – $5.40   $1.19 – $1.35   $5.25 – $5.37
    Operating margin 15%   38% – 39%   14% – 15%   38%
    Cash from operations (GAAP) /
    Adjusted free cash flow (non-GAAP) / Unlevered free cash flow (non-GAAP)
    $218 – $230   $228 – $240   $216 – $228   $226 – $238
    $285 – $296     $283 – $294
    Effective tax rate 17%           20%           19%           20%
      Q3 2025 Guidance
    (in millions, except per share amounts) GAAP   Non-GAAP
    Revenue $237 – $243   $237 – $243
    Diluted earnings per share $0.29 – $0.35   $1.28 – $1.34

    Based on current exchange rates, the expected positive currency translation impact on our:

    • Fiscal year 2025 business outlook compared to 2024 exchange rates is approximately $2.4 million on revenue.
    • GAAP and non-GAAP diluted earnings per share for fiscal year 2025 is approximately $0.02.
    • Fiscal Q3 2025 business outlook compared to 2024 exchange rates is approximately $1.7 million on revenue.
    • GAAP and non-GAAP diluted earnings per share for fiscal Q3 2025 is approximately $0.01.

    To the extent that there are changes in exchange rates versus the current environment and/or our expectations, this may have an impact on Progress’ business outlook.

    Conference Call

    Progress will hold a conference call to review its financial results for the fiscal second quarter of 2025 at 5:00 p.m. ET on Monday, June 30, 2025. Participants must register for the conference call here: https://register-conf.media-server.com/register/BIc386d20e6fbd46acbadafca492a42b35. The webcast can be accessed at: https://edge.media-server.com/mmc/p/bujcypbf/. The conference call will include comments followed by questions and answers. Attendees must register for the webcast and an archived version of the conference call and supporting materials will be available on the Progress website within the investor relations section after the live conference call.

    About Progress

    Progress Software (Nasdaq: PRGS) empowers organizations to achieve transformational success in the face of disruptive change. Our software enables our customers to develop, deploy and manage responsible AI-powered applications and digital experiences with agility and ease. Customers get a trusted provider in Progress, with the products, expertise and vision they need to succeed. Over 4 million developers and technologists at hundreds of thousands of enterprises depend on Progress. Learn more at www.progress.com

    Progress and Progress Software are trademarks or registered trademarks of Progress Software Corporation and/or its subsidiaries or affiliates in the U.S. and other countries. Any other names contained herein may be trademarks of their respective owners.

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)

      Three Months Ended   Six Months Ended
    (in thousands, except per share data) May 31, 2025   May 31, 2024   % Change   May 31, 2025   May 31, 2024   % Change
    Revenue:                      
    Software licenses $ 50,795     $ 53,979     (6 )%   $ 109,240     $ 118,079     (7 )%
    Maintenance, SaaS, and professional services   186,560       121,098     54 %     366,130       241,683     51 %
    Total revenue   237,355       175,077     36 %     475,370       359,762     32 %
    Costs of revenue:                      
    Cost of software licenses   2,987       2,497     20 %     5,912       5,228     13 %
    Cost of maintenance, SaaS, and professional services   33,764       22,176     52 %     66,648       44,395     50 %
    Amortization of acquired intangibles   10,537       7,398     42 %     20,959       15,257     37 %
    Total costs of revenue   47,288       32,071     47 %     93,519       64,880     44 %
    Gross profit   190,067       143,006     33 %     381,851       294,882     29 %
    Operating expenses:                      
    Sales and marketing   49,677       37,889     31 %     100,973       77,000     31 %
    Product development   46,570       35,435     31 %     92,945       70,423     32 %
    General and administrative   25,637       21,983     17 %     51,260       43,327     18 %
    Amortization of acquired intangibles   26,063       16,316     60 %     51,871       33,705     54 %
    Cyber vulnerability response expenses, net   730       3,036     (76 )%     1,467       4,023     (64 )%
    Restructuring expenses   1,043       651     60 %     8,072       3,000     169 %
    Acquisition-related expenses   1,731       548     216 %     4,221       1,250     238 %
    Total operating expenses   151,451       115,858     31 %     310,809       232,728     34 %
    Income from operations           38,616               27,148             42 %     71,042       62,154     14 %
    Other expense, net           (18,752 )             (7,020 )           167 %     (37,876 )     (14,419 )   163 %
    Income before income taxes           19,864       20,128             (1 )%     33,166       47,735     (31 )%
    Provision for income taxes           2,835       3,940             (28 )%     5,191       8,908     (42 )%
    Net income $ 17,029     $ 16,188     5 %   $ 27,975     $ 38,827     (28 )%
                           
    Earnings per share:                      
    Basic $ 0.40     $ 0.37     8 %   $ 0.65     $ 0.89     (27 )%
    Diluted $ 0.39     $ 0.37     5 %   $ 0.63     $ 0.87     (28 )%
    Weighted average shares outstanding:                      
    Basic   43,053       43,213     %     43,154       43,508     (1 )%
    Diluted   44,156       43,964     %     44,522       44,395     %
                           
    Cash dividends declared per common share $     $ 0.175     (100 )%   $     $ 0.350     (100 )%
    Stock-based compensation is included in the condensed consolidated statements of operations, as follows:            
    Cost of revenue $ 1,560   $ 912   71 %   $ 2,755   $ 1,898   45 %
    Sales and marketing   3,663     2,458   49 %     6,695     4,770   40 %
    Product development   4,984     3,391   47 %     9,394     7,056   33 %
    General and administrative   6,534     5,228   25 %     12,580     10,729   17 %
    Total $ 16,741   $ 11,989   40 %   $ 31,424   $ 24,453   29 %
     

    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)

    (in thousands) May 31, 2025   November 30, 2024
    Assets      
    Current assets:      
    Cash and cash equivalents $ 102,006   $ 118,077
    Accounts receivable, net   140,122     163,575
    Unbilled receivables, current portion   34,136     34,672
    Other current assets   49,387     52,489
    Total current assets   325,651     368,813
    Property and equipment, net   12,474     13,746
    Goodwill and intangible assets, net   1,944,387     2,015,748
    Right-of-use lease assets   27,351     30,894
    Unbilled receivables, non-current portion   29,890     28,893
    Other assets   73,839     68,872
    Total assets $ 2,413,592   $ 2,526,966
    Liabilities and shareholders’ equity      
    Current liabilities:      
    Accounts payable and other current liabilities $ 75,610   $ 113,801
    Convertible senior notes, current portion, net   358,051    
    Operating lease liabilities, current portion   8,250     9,202
    Deferred revenue, current portion, net   308,360     332,142
    Total current liabilities   750,271     455,145
    Long-term debt, net   660,000     730,000
    Convertible senior notes, non-current portion, net   440,244     796,267
    Operating lease liabilities, non-current portion   22,548     26,259
    Deferred revenue, non-current portion, net   80,219     72,270
    Other non-current liabilities   7,609     8,237
    Stockholders’ equity:      
    Common stock and additional paid-in capital   362,522     354,592
    Retained earnings   90,179     84,196
    Total stockholders’ equity   452,701     438,788
    Total liabilities and stockholders’ equity $ 2,413,592   $ 2,526,966
     

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)  

      Three Months Ended   Six Months Ended
    (in thousands) May 31, 2025   May 31, 2024   May 31, 2025   May 31, 2024
    Cash flows from operating activities:              
    Net income $ 17,029     $ 16,188     $ 27,975     $ 38,827  
    Depreciation and amortization   39,568       27,529       78,777       55,073  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Other non-cash adjustments   (1,332 )     (812 )     1,738       515  
    Changes in operating assets and liabilities   (42,010 )     8,787       (40,971 )     15,317  
    Net cash flows from operating activities   29,996       63,681       98,943       134,185  
    Capital expenditures   (495 )     (955 )     (1,785 )     (1,264 )
    Repurchases of common stock, net of issuances   (13,478 )     (44,636 )     (37,348 )     (59,553 )
    Dividend equivalent and dividend payments to stockholders   (295 )     (7,951 )     (654 )     (16,122 )
    Payments for acquisitions               (1,195 )      
    Proceeds from the issuance of debt, net of payment of issuance costs         431,929             431,929  
    Repayment of revolving line of credit and principal payment on term loan   (40,000 )     (337,813 )     (70,000 )     (371,250 )
    Purchase of capped calls         (42,210 )           (42,210 )
    Other   2,117       (4,847 )     (4,032 )     (12,253 )
    Net change in cash and cash equivalents   (22,155 )     57,198       (16,071 )     63,462  
    Cash and cash equivalents, beginning of period   124,161       133,222       118,077       126,958  
    Cash and cash equivalents, end of period $ 102,006     $ 190,420     $ 102,006     $ 190,420  
     

    RECONCILIATIONS OF GAAP TO NON-GAAP SELECTED FINANCIAL MEASURES
    (Unaudited)

      Three Months Ended   Six Months Ended
    (in thousands, except per share data) May 31, 2025   May 31, 2024   May 31, 2025   May 31, 2024
    Adjusted income from operations:              
    GAAP income from operations $ 38,616     $ 27,148     $ 71,042     $ 62,154  
    Amortization of acquired intangibles   36,600       23,714       72,830       48,962  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Restructuring expenses   1,043       651       8,072       3,000  
    Acquisition-related expenses   1,731       548       4,221       1,250  
    Cyber vulnerability response expenses, net   730       3,036       1,467       4,023  
    Non-GAAP income from operations $ 95,461     $ 67,086     $ 189,056     $ 143,842  
                   
    Adjusted net income:              
    GAAP net income $ 17,029     $ 16,188     $ 27,975     $ 38,827  
    Amortization of acquired intangibles   36,600       23,714       72,830       48,962  
    Stock-based compensation   16,741       11,989       31,424       24,453  
    Restructuring expenses   1,043       651       8,072       3,000  
    Acquisition-related expenses   1,731       548       4,221       1,250  
    Cyber vulnerability response expenses, net   730       3,036       1,467       4,023  
    Provision for income taxes   (12,125 )     (8,227 )     (25,245 )     (16,688 )
    Non-GAAP net income $ 61,749     $ 47,899     $ 120,744     $ 103,827  
                   
    Adjusted diluted earnings per share:              
    GAAP diluted earnings per share $ 0.39     $ 0.37     $ 0.63     $ 0.87  
    Amortization of acquired intangibles   0.83       0.54       1.64       1.10  
    Stock-based compensation   0.37       0.27       0.71       0.56  
    Restructuring expenses   0.02       0.02       0.18       0.07  
    Acquisition-related expenses   0.04       0.01       0.09       0.03  
    Cyber vulnerability response expenses, net   0.02       0.07       0.03       0.09  
    Provision for income taxes   (0.27 )     (0.19 )     (0.57 )     (0.38 )
    Non-GAAP diluted earnings per share $ 1.40     $ 1.09     $ 2.71     $ 2.34  
                   
    Non-GAAP weighted avg shares outstanding – diluted   44,156       43,964       44,522       44,395  
                   

    OTHER NON-GAAP FINANCIAL MEASURES
    (Unaudited)

    Adjusted Free Cash Flow and Unlevered Free Cash Flow                
                           
      Three Months Ended   Six Months Ended
    (in thousands) May 31, 2025   May 31, 2024   % Change   May 31, 2025   May 31, 2024   % Change
    Cash flows from operations $ 29,996     $ 63,681     (53 )%   $ 98,943     $ 134,185     (26 )%
    Purchases of property and equipment   (495 )     (955 )   (48 )%     (1,785 )     (1,264 )   41 %
    Free cash flow   29,501       62,726     (53 )%     97,158       132,921     (27 )%
    Add back: restructuring payments   7,567       1,347     462 %     13,121       3,356     291 %
    Adjusted free cash flow $ 37,068     $ 64,073     (42 )%   $ 110,279     $ 136,277     (19 )%
    Add back: tax-effected interest expense   14,511       5,606     159 %     29,253       11,481     155 %
    Unlevered free cash flow $ 51,579     $ 69,679     (26 )%   $ 139,532     $ 147,758     (6 )%
     

    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2025 GUIDANCE
    (Unaudited)

    Fiscal Year 2025 Updated Non-GAAP Operating Margin Guidance
      Fiscal Year Ending November 30, 2025
    (in millions) Low   High
    GAAP income from operations $ 140.7     $ 149.2  
    GAAP operating margins   15 %     15 %
    Acquisition-related expense   6.0       6.0  
    Restructuring expense   9.2       9.2  
    Stock-based compensation   63.0       63.0  
    Amortization of acquired intangibles   145.7       145.7  
    Cyber vulnerability response expenses, net   4.2       4.2  
    Total adjustments(1)   228.1       228.1  
    Non-GAAP income from operations $ 368.8     $ 377.3  
    Non-GAAP operating margin   38 %     39 %
    (1) Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
    Fiscal Year 2025 Updated Non-GAAP Earnings per Share and Effective Tax Rate Guidance
      Fiscal Year Ending November 30, 2025
    (in millions, except per share data) Low   High
    GAAP net income $ 56.9     $ 64.8  
    Adjustments (from previous table)   228.1       228.1  
    Income tax adjustment(2)   (47.7 )     (48.0 )
    Non-GAAP net income $ 237.3     $ 244.9  
           
    GAAP diluted earnings per share $ 1.27     $ 1.43  
    Non-GAAP diluted earnings per share $ 5.28     $ 5.40  
           
    Diluted weighted average shares outstanding   45.0       45.4  
             
             
    2 Tax adjustment is based on a non-GAAP effective tax rate of approximately 20%, calculated as follows:
        Fiscal Year Ending November 30, 2025
        Low   High
    Non-GAAP income from operations   $ 368.8     $ 377.3  
    Other (expense) income     (72.2 )     (71.2 )
    Non-GAAP income from continuing operations before income taxes     296.6       306.1  
    Non-GAAP net income     237.3       244.9  
    Tax provision   $ 59.3     $ 61.2  
    Non-GAAP tax rate     20 %     20 %
                     

    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR FISCAL YEAR 2025 GUIDANCE
    (Unaudited)

    Fiscal Year 2025 Adjusted Free Cash Flow and Unlevered Free Cash Flow Guidance
      Fiscal Year Ending November 30, 2025
    (in millions) Low   High
    Cash flows from operations (GAAP) $ 218     $ 230  
    Purchases of property and equipment   (7 )     (7 )
    Add back: restructuring payments   17       17  
    Adjusted free cash flow (non-GAAP)   228       240  
    Add back: tax-effected interest expense   57       56  
    Unlevered free cash flow (non-GAAP) $ 285     $ 296  

    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q3 2025 GUIDANCE
    (Unaudited)

    Q3 2025 Non-GAAP Earnings per Share Guidance
      Three Months Ending August 31, 2025
      Low   High
    GAAP diluted earnings per share $ 0.29     $ 0.35  
    Acquisition-related expense   0.02       0.02  
    Restructuring expense   0.01       0.01  
    Stock-based compensation   0.35       0.35  
    Amortization of acquired intangibles   0.83       0.83  
    Cyber vulnerability response expenses, net   0.03       0.03  
    Total adjustments(1)   1.24       1.24  
    Income tax adjustment   (0.25 )     (0.25 )
    Non-GAAP diluted earnings per share $ 1.28     $ 1.34  
    (1) Total adjustments include preliminary estimates relating to the valuation of intangible assets acquired from ShareFile and restructuring expenses. The final amounts will not be available until the Company’s internal procedures and reviews are completed.

    Important Information Regarding Non-GAAP Financial Measures, Liquidity Measures and Select Performance Metrics

    Progress furnishes certain non-GAAP supplemental information to our financial results. We use such non-GAAP financial measures to evaluate our period-over-period operating performance because our management team believes that excluding the effects of certain GAAP-related items helps to illustrate underlying trends in our business and provides us with a more comparable measure of our continuing business, as well as greater understanding of the results from the primary operations of our business. Management also uses such non-GAAP financial measures to establish budgets and operational goals, evaluate performance, and allocate resources. In addition, the compensation of our executives and non-executive employees is based in part on the performance of our business as evaluated by such non-GAAP financial measures. We believe these non-GAAP financial measures enhance investors’ overall understanding of our current financial performance and our prospects for the future by: (i) providing more transparency for certain financial measures, (ii) presenting disclosure that helps investors understand how we plan and measure the performance of our business, (iii) affording a view of our operating results that may be more easily compared to our peer companies, and (iv) enabling investors to consider our operating results on both a GAAP and non-GAAP basis (including following the integration period of our prior acquisitions). However, this non-GAAP information is not in accordance with, or an alternative to, generally accepted accounting principles in the United States (“GAAP”) and should be considered in conjunction with our GAAP results as the items excluded from the non-GAAP information may have a material impact on Progress’ financial results. A reconciliation of non-GAAP adjustments to Progress’ GAAP financial results is included in the tables above.

    In the noted fiscal periods, we adjusted for the following items from our GAAP financial results to arrive at our non-GAAP financial measures:

    • Amortization of acquired intangibles – We exclude amortization of acquired intangibles because those expenses are unrelated to our core operating performance and the intangible assets acquired vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses acquired. Adjustments include preliminary estimates relating to the valuation of intangible assets from ShareFile. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
    • Stock-based compensation – We exclude stock-based compensation to be consistent with the way management and, in our view, the overall financial community evaluates our performance and the methods used by analysts to calculate consensus estimates. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. As such, we do not include these charges in operating plans.
    • Restructuring expenses – In all periods presented, we exclude restructuring expenses incurred because those expenses distort trends and are not part of our core operating results. Adjustments include preliminary estimates relating to restructuring expenses from ShareFile. The final amounts will not be available until the Company’s internal procedures and reviews are completed.
    • Acquisition-related expenses – We exclude acquisition-related expenses in order to provide a more meaningful comparison of the financial results to our historical operations and forward-looking guidance and the financial results of less acquisitive peer companies. We consider these types of costs and adjustments, to a great extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, we do not consider these acquisition-related costs and adjustments to be related to the organic continuing operations of the acquired businesses and are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In addition, the size, complexity and/or volume of past acquisitions, which often drives the magnitude of acquisition-related costs, may not be indicative of the size, complexity and/or volume of future acquisitions.
    • Cyber vulnerability response expenses, net – We exclude certain expenses resulting from the zero-day MOVEit Vulnerability, as more thoroughly described in our filings with the Securities and Exchange Commission since June 5, 2023. Expenses include costs to investigate and remediate these cyber related matters, as well as legal and other professional services related thereto. Expenses related to such cyber matters are provided net of expected insurance recoveries, although the timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses. Costs associated with the enhancement of our cybersecurity program are not included within this adjustment. We expect to continue to incur legal and other professional services expenses in future periods associated with the MOVEit Vulnerability. Expenses related to such cyber matters are expected to result in operating expenses that would not have otherwise been incurred in the normal course of business operations. We believe that excluding these costs facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
    • Provision for income taxes – We adjust our income tax provision by excluding the tax impact of the non-GAAP adjustments discussed above.
    • Constant currency – Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. As exchange rates are an important factor in understanding period-to-period comparisons, we present revenue growth rates on a constant currency basis, which helps improve the understanding of our revenue results and our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates.

    In the noted fiscal periods, we also present the following liquidity measures:

    • Adjusted free cash flow (“AFCF”) and unlevered free cash flow (“Unlevered FCF”) – AFCF is equal to cash flows from operating activities less purchases of property and equipment, plus restructuring payments. Unlevered FCF is AFCF plus tax-effected interest expense on outstanding debt.

    In the noted fiscal periods, we also present the following select performance metrics:

    • Annualized Recurring Revenue (“ARR”) – We disclose ARR as a performance metric to help investors better understand and assess the performance of our business because our mix of revenue generated from recurring sources currently represents the substantial majority of our revenues and is expected to continue in the future. We define ARR as the annualized revenue of all active and contractually binding term-based contracts from all customers at a point in time. ARR includes revenue from maintenance, software upgrade rights, public cloud, and on-premises subscription-based transactions and managed services. ARR mitigates fluctuations in revenue due to seasonality, contract term and the sales mix of subscriptions for term-based licenses and SaaS. We use ARR to understand customer trends and the overall health of our business, helping us to formulate strategic business decisions.

      We calculate the annualized value of annual and multi-year contracts, and contracts with terms less than one year, by dividing the total contract value of each contract by the number of months in the term and then multiplying by 12. Annualizing contracts with terms less than one-year results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period. We generally do not sell non-SaaS-based contracts with a term of less than one year unless a customer is purchasing additional licenses under an existing annual or multi-year contract. The expectation is that at the time of renewal, such contracts with a term less than one year will renew with the same term as the existing contracts being renewed, such that both contracts are co-termed. Historically, such contracts with a term of less than one year renew at rates equal to or better than annual or multi-year contracts.

      For SaaS-based contracts, there is a meaningful percentage of monthly auto-renewing contracts for which annualizing the contracts results in amounts being included in our ARR that are in excess of the total contract value for those contracts at the end of the reporting period.

      Revenue from term-based license and on-premises subscription arrangements include a portion of the arrangement consideration that is allocated to the software license that is recognized up-front at the point in time control is transferred under ASC 606 revenue recognition principles. ARR for these arrangements is calculated as described above. The expectation is that the total contract value, inclusive of revenue recognized as software license, will be renewed at the end of the contract term.

      The calculation is done at constant currency using the current year budgeted exchange rates for all periods presented.

      ARR is not defined in GAAP and is not derived from a GAAP measure. Rather, ARR generally aligns to billings (as opposed to GAAP revenue which aligns to the transfer of control of each performance obligation). ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

    • Net Retention Rate (“NRR”) – We calculate net retention rate as of a period end by starting with the ARR from the cohort of all customers as of 12 months prior to such period end (“Prior Period ARR”). We then calculate the ARR from these same customers as of the current period end (“Current Period ARR”). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the net retention rate. Net retention rate is not calculated in accordance with GAAP and is not derived from a GAAP measure.

    Note Regarding Forward-Looking Statements

    This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,” “plan,” “target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this press release include, but are not limited to, statements regarding Progress’ business outlook (including future acquisition activity) and financial guidance. There are a number of factors that could cause actual results or future events to differ materially from those anticipated by the forward-looking statements, including, without limitation: (i) economic, geopolitical and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price; (ii) our international sales and operations subject us to additional risks that can adversely affect our operating results, including risks relating to foreign currency gains and losses; (iii) we may fail to achieve our financial forecasts due to such factors as delays or size reductions in transactions, fewer large transactions in a particular quarter, fluctuations in currency exchange rates, or a decline in our renewal rates for contracts; (iv) if the security measures for our software, services, other offerings or our internal information technology infrastructure are compromised or subject to a successful cyber-attack, or if our software offerings contain significant coding or configuration errors or zero-day vulnerabilities, we may experience reputational harm, legal claims and financial exposure; and the results of inquiries, investigations and legal claims regarding the MOVEit Vulnerability remain uncertain, while the ultimate resolution of these matters could result in losses that may be material to our financial results for a particular period; (v) future acquisitions may not be successful or may involve unanticipated costs or other integration issues that could disrupt our existing operations; and (vi) expected synergies and benefits of the ShareFile acquisition may not be realized which could negatively impact our future results of operations and financial condition. For further information regarding risks and uncertainties associated with Progress’ business, please refer to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended November 30, 2024. Progress undertakes no obligation to update any forward-looking statements, which speak only as of the date of this press release.

    The MIL Network

  • MIL-OSI USA: Senator Marshall Announces Funding for Homeless Veterans in South Central Kansas

    US Senate News:

    Source: United States Senator for Kansas Roger Marshall
    Washington – U.S. Senator Roger Marshall, M.D. (R-Kansas), is pleased to announce the awarding of $500,000 in funding from the U.S. Department of Labor to the Workforce Alliance Center of South Central Kansas for homeless veterans reintegration. 
    “As a veteran myself, I believe that our nation should do all it can to support those who have served their country,” said Senator Marshall. “As Kansas and the Wichita community continue to develop programs and opportunities to help homeless individuals learn skills and gain employment, the Workforce Alliance’s focus on veterans will provide unique services for members of that community. The targeted service area of the Workforce Center faces unique challenges, including a poverty and violent crime rate that is greater than the national average.” 
    The Homeless Veterans’ Reintegration Program (HVRP), Incarcerated Veterans’ Transition Program (IVTP), and the Homeless Women Veterans and Homeless Veterans with Children Reintegration Grant Program (HWVHVWC) grant from the Department of Labor will provide the Workforce Center and resources it needs to serve the veteran community, help members overcome unique obstacles and re-enter the workforce.

    MIL OSI USA News

  • MIL-OSI USA: Senator Marshall: Republicans are Preserving, Protecting, & Strengthening Medicaid

    US Senate News:

    Source: United States Senator for Kansas Roger Marshall
    Washington – Today, U.S. Senator Roger Marshall, M.D. (R-Kansas), delivered brief remarks defending the Republican reconciliation bill’s Medicaid provisions during the ‘vote-a-rama.’ He detailed how the bill will strengthen and preserve the federal program for those who need it the most.
    Click HERE or the above image to watch the full remarks.
    Full remarks as delivered:
    “Mr. President, good morning. It’s great to be here. I just want to share with America the great work that Republicans have done on Medicaid – that we’re preserving it, we’re protecting it, we’re strengthening it for those who meet it need it the most. We’re going to make sure that your seniors in nursing homes, pregnant women, children, and people with disabilities have Medicaid in the future – we are fiscally making Medicaid more sound.
    “You know, it’s only in Washington, DC, that you increase spending at a rate faster than inflation, and you call it a cut. We’re increasing spending on this legislation. We’re increasing funding for Medicaid. We are preserving and protecting it for those who need it the most. I urge everyone to vote no on this amendment. Thank you.”

    MIL OSI USA News

  • MIL-OSI Video: Health Care Fraud Takedown Results in 324 Defendants in Connection with over $14.6B Alleged Fraud

    Source: United States Department of Justice (video statements)

    The Justice Department announced the results of its 2025 National Health Care Fraud Takedown, which resulted in criminal charges against 324 defendants, including 96 doctors, nurse practitioners, pharmacists, and other licensed medical professionals, in 50 federal districts and 12 State Attorneys General’s Offices across the United States, for their alleged participation in various health care fraud schemes involving over $14.6 billion in intended loss. The Takedown involved federal and state law enforcement agencies across the country and represents an unprecedented effort to combat health care fraud schemes that exploit patients and taxpayers.

    Related: https://www.justice.gov/opa/pr/national-health-care-fraud-takedown-results-324-defendants-charged-connection-over-146
    https://www.justice.gov/opa/speech/supervisory-official-matthew-r-galeotti-delivers-remarks-regarding-health-care-fraud

    https://www.youtube.com/watch?v=dFtO2fL97gY

    MIL OSI Video

  • MIL-OSI USA: Jabil Selects Rowan County for Nearly 1,200 New Jobs and $500 Million Multi-Year Investment

    Source: US State of North Carolina

    Headline: Jabil Selects Rowan County for Nearly 1,200 New Jobs and $500 Million Multi-Year Investment

    Jabil Selects Rowan County for Nearly 1,200 New Jobs and $500 Million Multi-Year Investment
    lsaito

    Raleigh, NC

    Today Governor Josh Stein announced Jabil Inc., a leader in engineering, supply chain, and manufacturing solutions, expects to create 1,181 new jobs in Rowan County. The company says it will invest approximately $500 million over several years to establish a manufacturing facility to support cloud and AI data center customers.

    “Companies that are already operating in North Carolina know the value of doing business in our state better than anyone,” said Governor Josh Stein. “We welcome Jabil’s expansion, and we are committed to further developing the largest manufacturing workforce in the southeast and the business-friendly climate they need for this next phase of growth.”

    Headquartered in St. Petersburg, Florida, Jabil has a global footprint that spans more than 25 countries and 140,000 employees. The company has 30 locations across the United States, including three in North Carolina. Jabil supports customers across various industries, including AI data center infrastructure, healthcare, warehouse automation, and robotics.

    “The drive to build AI data centers is only accelerating in the United States,” said Matt Crowley, Executive Vice President, Global Business Units. “We are excited to help meet that demand, provide additional scale and capabilities for our data center customers, and empower the AI solutions of the future with Jabil’s new facility here in Rowan County.”

    “North Carolina has a proven track record of cultivating an environment where companies like Jabil can manufacture innovative solutions for the global economy,” said Commerce Secretary Lee Lilley. “Our ecosystem of workforce training partnerships, Tier 1 research, and growing supply chain is sure to ignite the advancement of this next generation technology and provide the company a great return on its investment.”

    Jabil plans to offer job opportunities to attract skilled manufacturing and engineering professionals. These new jobs could create a potential annual payroll impact of more than $73.2 million for the region. 

    Jabil’s expansion in North Carolina will be facilitated, in part, by a Job Development Investment Grant (JDIG) approved by the state’s Economic Investment Committee earlier today. Over the course of the 12-year term of this grant, the project is estimated to grow the state’s economy by $3.2 billion. Using a formula that takes into account $264 million of the company’s investment as well as the new tax revenues generated by the new jobs, the JDIG agreement authorizes the potential reimbursement to the company of up to $11,251,800, spread over 12 years. State payments only occur following performance verification by the departments of Commerce and Revenue that the company has met its incremental job creation and investment targets.

    The project’s projected return on investment of public dollars is 115 percent, meaning for every dollar of potential cost to the state, the state receives $2.15 in state revenue. JDIG projects result in positive net tax revenue to the state treasury, even after taking into consideration the grant’s reimbursement payments to a given company.

    Because Jabil chose to locate to Rowan County, classified by the state’s economic tier system as Tier 2, the company’s JDIG agreement also calls for moving $1,250,200 into the state’s Industrial Development Fund – Utility Account. The Utility Account helps rural communities finance necessary infrastructure upgrades to attract future business. Even when new jobs are created in a Tier 2 county such as Rowan, the new tax revenue generated through JDIG grants helps more economically challenged communities elsewhere in the state.

    “We welcome Jabil to Rowan County,” said Senator Carl Ford. “These new jobs are proof that our state and local investments to prepare for announcements like this are paying off for both our existing industry and local economy.”

    “This is outstanding news for our region,” said Representative Harry Warren. “Our community is centrally located along to East Coast, and thanks to the state’s well-connected transportation network, Jabil can easily access the global market.”

    In addition to the North Carolina Department of Commerce and the Economic Development Partnership of North Carolina, other key partners in this project include the North Carolina General Assembly, N.C. Commerce’s Division of Workforce Solutions, the North Carolina Community College System, Rowan-Cabarrus Community College, Rowan County, and Rowan Economic Development Council.

    With this announcement, since January 1st, Governor Stein has announced business expansions or new projects that will make nearly $17 billion of new capital investment in North Carolina and create more than 19,000 new good-paying jobs.

    To learn more about job opportunities at Jabil, please visit the Jabil Careers site.

    Jun 30, 2025

    MIL OSI USA News

  • MIL-OSI Economics: Members spotlight transparency and development in discussions on standards and regulations

    Source: WTO

    Headline: Members spotlight transparency and development in discussions on standards and regulations

    Daniela García of Ecuador handed over the Committee Chairperson role to Beatriz Stevens of the United Kingdom.
    Transparency and notification practices
    The week opened with a special meeting on transparency, featuring speakers from various regions, complemented by interactive discussions in breakout groups among all members. Representatives from TBT Enquiry Points shared their experiences on domestic institutional arrangements related to transparency, on opportunities to comment on members’ notifications and on ensuring timely preparation and submission of TBT notifications. Speakers emphasized the importance of timely consultation of all stakeholders in the regulatory process to improve the quality of regulations.
    Representatives from the private sector shared how they use the ePing platform to track, in real time, the 4,000+ notifications on product requirements circulated annually. They shared examples of how members viewed technical comments positively in the development of regulations, helping to further align them with international standards and avoid unnecessary trade disruptions.
    Throughout the session, members highlighted the benefits of using ePing to track information and meet transparency obligations. They welcomed the launch of a new feature in ePing where users can quickly receive translations of notified texts from non-WTO official languages into English, French and Spanish.  They also made suggestions to further facilitate stakeholders’ access to ePing and keep track of developments in product regulations.
    Members noted the significant progress made by the TBT Committee in strengthening transparency practices since the last special meeting in 2023. This includes the adoption of updates and improvements to the notification templates and guidelines as well as the finalization of a good practice guide for commenting . These improvements build on the work of the Transparency Working Group, reflecting continued efforts to streamline procedures and enhance access to information.  The recording of the special meeting can be watched here.
    Thematic session: special and differential treatment 
    A dedicated thematic session held on 24 June examined how developing and least-developed country members can better use flexibilities under the TBT Agreement. In particular, the session explored members’ experiences in using special and differential treatment disciplines under the Agreement, members’ engagement in the Committee’s work and the need for targeted capacity-building activities, including for developing quality infrastructure.
    The session drew on the themes of the Thirteenth WTO Ministerial Conference Declaration on Special and Differential Treatment, with the participation of Ambassador Kadra Hassan of Djibouti, Chair of the Committee on Trade and Development in Special Session. The panel discussion featured speakers from Brazil, Cambodia, Ecuador, Kenya, Senegal, Uganda, Viet Nam and Zambia. The recording of the session can be watched here. 
    Specific trade concerns 
    A total of 78 trade concerns regarding members’ proposed and final TBT regulations were raised at the Committee’s regular meeting. Among these, 20 were raised for the first time. The full list is available here. 
    The new trade concerns addressed a wide variety of regulatory issues related to home appliances, cotton bales, industrial chemicals, energy and warehouse storage systems, electrical equipment safety, biodegradable plastic products, and vehicles, among others. 
    Japan reported that progress was made on the trade concerns it had raised on certain provisions of China’s standard for information security technology for office devices, noting that such provisions have now been deleted, and thanking China for its cooperation.
    Side events and training: practical tools and partnerships
    Two ePing training sessions, led by the WTO Secretariat, were held on 25 and 26 June. 
    In addition, three side events were organized. The United States hosted a workshop on international standards for food and agriculture traceability on 24 June, led by the standards organization ASTM. On 25 June, the International Trade Centre showcased how quality and sustainability standards support development, with a case study from Burundi and a demonstration of the Standards Map tool.  On 26 June, the United Kingdom and the International Chamber of Commerce UK led a session on market access challenges and how tools such as ePing can support private sector engagement in members’ work on TBT and on sanitary and phytosanitary measures.
    What is next?
    The next TBT Committee meetings will be held from 10 to 14 November. Thematic sessions will focus on international standards for critical and emerging technologies, including AI, semiconductors and positioning systems, as well as good regulatory practices and metrology. A cross-cutting discussion on non-tariff measures under the WTO Information Technology Agreement will also be scheduled.

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  • MIL-OSI Economics: Members explore technology transfer case studies, patent information, trade-related IP data

    Source: WTO

    Headline: Members explore technology transfer case studies, patent information, trade-related IP data

    Discussions at the meeting saw a high level of engagement by delegations. Members highlighted how voluntary technology transfer to developing economies can boost innovation, productivity and development, drawing on sectoral case studies. They also focused on better harnessing information from expired patents and underlined the importance of systematic, transparent reporting on global IP trade flows.
    A paper entitled “Intellectual Property and Innovation: Technology Transfer case studies” was submitted by Australia, Canada, the European Union, Israel, Japan, the Republic of Korea, New Zealand, Singapore, Switzerland, Chinese Taipei, the United Kingdom and the United States.
    The paper highlights how technology enhances productivity, competitiveness, growth and development, motivating countries to foster an environment that attracts voluntary technology transfer and innovation. The paper invites members to submit case studies on voluntary transfers of patent-protected or trade secret technologies and highlights the importance of domestic policies and capacity-building. The aim of the paper is to inform TRIPS Council discussions on incentivizing mutually beneficial technology transfer to address global challenges.
    The paper indicates that practical examples are useful in illustrating how technology transfer occurs across sectors such as agriculture, sustainability and manufacturing. IP offices and WIPO GREEN,  an online platform for technology exchange, provide case studies and opportunities to promote green technology exchange. TRIPS Article 66.2 on technology transfer details incentives for transfer to least-developed countries (LDCs). In public health, the Medicines Patent Pool (MPP) enables voluntary sublicensing of patented treatments, increasing access to lifesaving medicines and supporting local production.
    Colombia submitted a communication titled “After-life of patents” proposing joint efforts ahead of the 14th WTO Ministerial Conference (MC14), to be held in Cameroon in March 2026, to explore better use of patent information, potentially expanding the discussion to copyrighted works. The proposal envisions a cooperative WTO approach, without affecting debates on the need for balance in IP protection. Colombia said it is considering an MC14 decision where members would agree to make patent disclosures publicly accessible, promote good practices for their use, permit artificial intelligence (AI) training on such data, and establish a global, publicly accessible repository for such information. 
    Colombia submitted a second paper for discussion: “Trade-Related Figures of Intellectual Property at the WTO: The Case of IP Royalties at the Global Level”. The paper argues that since the TRIPS Agreement’s adoption in 1995, WTO members have applied common IP standards yet little focus has been placed on trade-related IP metrics. Unlike goods and services, IP trade flows – such as royalty payments – receive limited, inconsistent attention in WTO data. Occasional studies exist but lack regularity. However, reliable data is available through IMF and World Bank sources, which track cross-border royalty payments in national balance of payments statistics, offering an important resource for understanding global IP trade dynamics.
    The paper suggests the WTO should implement systematic, detailed reporting on IP-related financial flows, integrating this data into TRIPS Council updates, Trade Policy Reviews and WTO databases. Disaggregated by IP category, such data would support informed policy decisions and foster balanced, evidence-based debate on the global IP regime.
    Notifications
    Members were updated on notifications under various provisions of the TRIPS Agreement that the Council has received since its last meeting in March.
    The Chair of the Council, Emmanuelle Ivanov-Durand of France, said that the pace of notifications to the Council has increased in recent years, but they are still not keeping up with the actual development of laws and regulations relating to TRIPS. She emphasized that TRIPS Article 63.2 is not a “one-off” requirement but a core element of TRIPS transparency and a central part of the Council’s work. It obliges members to notify new or amended laws on TRIPS, including those recently adopted to address the COVID-19 pandemic.
    This requirement includes the notification of legislative changes to implement the special compulsory licensing system to export medicines covered by TRIPS Article 31bis. The notification of relevant laws and regulations can assist members in preparing for the potential use of the system. It would also help the WTO Secretariat in its efforts to provide informed technical support to members.   
    The Chair recalled that the e-TRIPS Submission System is available for members to easily notify their laws and to make other required submissions to the TRIPS Council. The platform also permits digital access, consultation and analysis of information through the e-TRIPS Gateway, an easy-to-use interface to search and display information related to the TRIPS Council.
    Members agreed to test the e-Agenda tool at the next TRIPS Council meeting on a trial, non-committal basis. Developed by the Secretariat and already in use across over 20 WTO bodies, the e-Agenda enhances transparency, organization and access to meeting documents and statements. The Chair stressed that implementation costs would be minimal, with a tailored prototype and training available. The trial aims to assess the practical value of the tool without altering established procedures.
    Non-violation and situation complaints
    Members repeated their well-known positions on the issue of non-violation and situation complaints (NVSCs) under the TRIPS Agreement. With less than a year to go to the 14th WTO Ministerial Conference (MC14), the Chair reminded members that it is a ministerial mandate for the Council to examine the scope and modalities for NVSCs, and that members should make serious efforts to do so.
    The Chair noted that members have not displayed much appetite for advancing substantive discussions in this area. If this situation persists in the coming months, it is difficult to foresee any outcome in this area at MC14 other than an extension of the moratorium or its expiry, she noted. She suggested that if discussion on this matter is going to be limited to choosing between these two options, members could decide in Geneva ahead of MC14.
    At the 13th Ministerial Conference (MC13) in Abu Dhabi in 2024, ministers adopted a Decision on TRIPS Non-Violation and Situation Complaints, instructing the TRIPS Council to continue reviewing the issue and submit recommendations to MC14. Until then, members agreed not to initiate such complaints under the TRIPS Agreement.
    The Decision on TRIPS Non-Violation and Situation Complaints concerns whether and how WTO members can bring disputes to the WTO alleging that an action or situation has nullified expected benefits under the TRIPS Agreement, even without a specific violation.
    Other issues
    WTO members continued talks on how to proceed on the long overdue review of the implementation of the TRIPS Agreement. Under Article 71.1, the TRIPS Council is required to conduct a review of the implementation of the Agreement after two years and at periodic intervals thereafter. However, the initial review in 1999 was never completed and no review has subsequently been initiated.
    The Chair recalled that members were able to propose last year a process for the first review, which ultimately could not be adopted. After holding informal consultations in May with the most active member on this issue to find a way forward, the Chair has concluded that the concerns that prevented the adoption of the proposal remain.
    Ms Ivanov-Durand noted that the mandate set out in TRIPS Article 71.1 is highly significant and encouraged delegations to keep working towards the initiation of the implementation review. A number of delegations expressed their willingness to continue discussions on this issue. The Chair expressed her availability to conduct further informal consultations once there is greater likelihood of members agreeing on how to make substantial progress.
    The Council did not agree on renewing the invitation to the European Free Trade Association (EFTA) to participate in the TRIPS Council as ad hoc observer. This invitation had been renewed on a meeting-to-meeting basis since 2012. A number of members said that the current list of observers is not balanced and asked the Council to reassess the situation with regards other international intergovernmental organizations whose requests have been pending for years. It was suggested that the Chair could address this issue in the technical meetings she is planning with members.
    The updated list of pending requests for observer status in the TRIPS Council by intergovernmental organizations is contained in document IP/C/W/52/Rev.14.
    The Chair said that there have been no new acceptances of the protocol amending the TRIPS Agreement since the last Council meeting. This means that, to date, the amended TRIPS Agreement applies to 141 members. Twenty-five members have yet to accept the Protocol. The current period for accepting the protocol runs until 31 December 2025.  
    Next meeting
    The next regular meeting of the TRIPS Council is scheduled for 10-11 November 2025.

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