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Category: Taxation

  • MIL-OSI USA: Attorney General Bonta Issues Consumer Alert Amid Increase in Reported Scams Targeting the Military Community

    Source: US State of California

    Thursday, July 31, 2025

    Contact: (916) 210-6000, agpressoffice@doj.ca.gov

    Does an offer seem too good to be true? Take a tactical pause to evaluate  

    OAKLAND — In recognition of Military Consumer Month, Attorney General Rob Bonta today issued a consumer alert to help protect California service members, veterans, and their family members from targeted common scams and fraud. The military community and their families are often targets for predatory scammers: According to the Federal Trade Commission, military consumers nationwide reported over 99,400 fraud complaints last year — an increase from 2023’s approximately 93,000 complaints — including 44,587 imposter scams that reportedly cost them and their families over $199 million.  

    “More and more often, service members, veterans, and their families are targets for predatory scammers promising everything from home loans to jobs, and continuing education. This is absolutely unacceptable. As part of our commitment to protect those who protect us, my office will continue to bring the full force of the law against those who seek to exploit California’s military community,” said Attorney General Bonta. “If you have fallen victim to a scam or suspect fraudulent activity, get help and share your story so that we can help your fellow service members. You can report fraud to your local military or civilian law enforcement agency, or to the California Department of Justice at oag.ca.gov/report.”

    Why is the Military Community Targeted? 

    Military service members, veterans, and their families are frequently targeted by scammers who want access to their pay and benefits, and who know that military members will often pay even fraudulent or over-stated debts to avoid security clearance issues or other disruptions to their military careers. In addition, the camaraderie that unites the military community is often exploited by impostors who claim to be veterans in attempts to perpetrate scams or access personal information for fraudulent purposes.   

    Common Scams Targeting the Military Community:

    Scammers use a variety of tactics to gain trust. Protect yourself by staying up to date on common military- and veteran-targeted scams. Beware of the following: 

    • Charity Scams: Just because a charity includes the word “veteran” in its name doesn’t mean that veterans are members of the group, or that veterans or their families will benefit from a donation. Scammers will use names that sound legitimate or those that mimic the names of well-known charities to create confusion. Take the time to make an informed decision and be wary of aggressive solicitations. Go to oag.ca.gov/charities, under the Resources & Tools section, and click on Registry Verification Search. If a charity is not listed, it should not be soliciting funds in California. If it is listed, you can view its financial reports, including the IRS Form 990 that the charity is required to file with DOJ’s Registry of Charitable Trusts.
    • Predatory Schools: The GI Bill and other military education programs offer you the chance to attend school and plan for your future, but for-profit schools sometimes target service members and veterans with false promises. Slow down and take the time you need to make the right decision. Predatory schools often use high-pressure sales tactics to try to get you to sign up. It’s important to ask for information about the programs, such as graduation rates, job placement, and graduate salary information. Offers that seem too good to be true generally are. Further, don’t forget that educational opportunities at the California Community Colleges, California State University, and University of California may be available to you. 
    • Home Loan Scams: Be aware of scammers that — through phone calls or fraudulent mailers — claim to be affiliated with the government, the Department of Veterans Affairs, or your home loan servicer. These fraudsters may attempt to convince you to agree to loan modifications, refinance your home, or make payments on your loans. Be cautious of any individual or lender that contacts you and asks you to pay fees upfront before receiving any services; tells you to cancel your mortgage payment and resend the funds elsewhere; tells you to make payments to someone other than your current loan servicer; or pressures you to sign papers you haven’t had a chance to read thoroughly or that you don’t understand — including asking you to sign over the title to your property. 
    • Identity Theft and Fraud: Some scammers will pretend to be from the Department of Defense, Department of Veterans Affairs, or other official organizations in order to get your personal information so that they can commit identity theft or fraud. Before you provide any information, always make sure a request is coming from an official organization by doing a quick search on the internet or consulting a trusted source to get the organization’s real contact information. Never trust the contact information given by the person that is asking for your personal information, as scammers often give out fake contact information. Be wary of letters and emails that have misspellings, look unprofessional, or send you to a non-government website for information or action, as these are almost always fake. Lastly, never give out your Social Security number to receive military or veteran discounts. Scammers often promise military or veteran discounts in order to obtain personal information. 
    • Job Scams: Service members looking for new career opportunities after leaving service are a target for scammers posting fictitious job listings with the goal of stealing their personal information and finances. Avoid becoming a victim of job scams by conducting thorough research on the company. Additionally, stick to well-known job search platforms and government career websites when looking for job opportunities. Remember, legitimate employers will never require you to pay fees for applications, interviews, or background checks. You should also look out for fake check scams, which occur when a scammer posing as an employer sends you a counterfeit check to deposit into your account. The scammer will then ask you to send a portion of the funds back to them or a third party, while letting you keep some as payment. Eventually, the bank reverses the fake check, leaving you stuck paying the money back to the bank. If something feels off or suspicious during the job search, trust your instincts and end communication immediately.
    • Pension Scams: Veterans ages 65 and over are targeted by scam financial advisers who try to persuade senior veterans to buy costly annuities or transfer their assets into trusts, or pay unnecessary and illegal fees for help with a veterans pension application. These “advisers” claim to help veterans qualify for Aid and Attendance or other veterans benefits, but may cause you to lose eligibility or access to pension, disability, or healthcare benefits. If you are interested in Aid and Attendance or other veterans benefits, you can get free help from your County Veterans Service Office here.
    • Affinity Fraud: Affinity scams target members of identifiable groups, including the military. The perpetrators are — or pretend to be — members of the targeted group, and use sales pitches that rely on group trust and loyalty. In the military community, this includes exploiting the trust that service members have for their fellow service members, and for veterans who previously served. Don’t make a significant purchase, or an investment decision, based on the salesperson’s supposed military service, or the claim that a business is military-friendly or endorsed by the Armed Forces. Take a tactical pause, and shop around for the best deal.
    • Debt Collection and Illegal Threats: Debt collectors may try to trick or scare service members into making payments on debts. It is illegal for debt collectors to do any of the following: revoke your security clearance; contact your command in order to collect a debt (unless they have your consent, given after the debt came due, to do so); discipline or demote you; or garnish your pay. If a debt collector is trying to collect a debt that you do not owe or have already paid, dispute the debt in writing. Tell the debt collector why you do not owe the debt, include copies of any evidence you have, and mail this dispute to the debt collector using registered mail so that you have proof that the collector received it — and make sure to keep copies of everything for yourself. If you dispute the debt within 30 days after the collector first contacted you, the collector must stop collection until it shows you written proof of the debt.
    • Rental Housing Scams: These scams target military personnel looking for housing near a base, especially prevalent during the Permanent Change of Station season. Scammers pretend to be real estate agents and post fake ads for rental properties on websites, sometimes promising military discounts and other incentives in order to get service members to send them money for fees and deposits upfront. If someone insists on receiving money or other payments before a property has been seen, it is likely a rental scam. Avoid wiring money to reserve apartments, and use your installation housing office or established property management companies to locate potential housing. 
    • Predatory Auto Sales and Financing: Car dealers located near military bases may try to lure service members with promises of special deals for military personnel. Often, these so-called deals conceal the terms of purchase for the vehicle and result in the service member drastically overpaying for both the vehicle and the cost of financing. For example, dealers may insist that military personnel will not qualify for financing unless they purchase overpriced and unnecessary add-ons. Other times, the dealer may tell a service member who just purchased a car that the initial financing fell through and insist on renegotiating for worse terms. You should not rely on oral promises, nor feel pressured to enter into any purchase, without first reading and understanding the contract. If you are looking to purchase a car, you should explore all of your options for financing — including by contacting your bank or credit union — before making a purchase.  

    Protect Yourself from Scams:  

    • Bring a battle buddy when making big decisions, and take a tactical pause: Take your time with big decisions and get advice. A business that pressures you to make a quick decision or to not talk with your family, friends, a military financial counselor, or an officer or NCO that you trust may be out to scam you.
    • Take advantage of free annual credit reports: You are entitled to one free credit report every year from each of the three national credit bureaus: Equifax, Experian and TransUnion. Your credit history contains information from financial institutions, utilities, landlords, insurers, and others. By checking your credit reports at least once a year, you can identify signs of identity theft, as well errors in your report that could be raising the cost of your credit. Order your free annual credit reports by phone, toll-free, at 1-877-322-8228, or online at www.annualcreditreport.com.
    • Place a Fraud Alert: If your identity is stolen, put a fraud alert on your credit report by contacting the three main credit reporting agencies: Equifax, Experian, and TransUnion. Also, consider requesting a credit freeze, which will restrict access to your credit file, making it difficult for identity thieves to open new accounts in your name. Report identity theft right away and get a recovery plan at identitytheft.gov. Additionally, file a police report with your local sheriff or police department and keep a copy for your records.
    • Report Suspicious Activity: Never give out personal information to a lender or servicer that contacts you out of the blue. If you are feeling unsure, hang up and call your loan servicer directly at the number that is listed on your mortgage statement. Report suspicious activity to the Office of the Attorney General at oag.ca.gov/report and file a complaint with the FTC at reportfraud.ftc.gov.
    • Protect your online information and accounts with strong passwords: Protect yourself by using different, unique passwords for each of your online accounts. Make sure that the passwords you use are at least eight characters, including a mix of letters, numbers, and symbols.
    • Check your credit card bills and bank statements often: Look for unauthorized charges, withdrawals, or unexpected bills, and report irregular activity to your bank as soon as you see it. If you notice that a bill didn’t arrive on time, it may mean that someone has changed the contact information on your account in order to hide fraudulent charges. Don’t share personal information: Be careful about what personal information you share, such as your address or financial information.
    • Sign up for the Enhanced Homeowner Notification Program: If you reside in Los Angeles County, you may sign up to receive mailed copies of documents recorded against your home, allowing you to review recorded real estate documents so you are aware of actions taken against your property.

    If you believe you have been the victim or target of a scam, immediately contact your local police department or reach out to your base legal office. For the legal office’s contact information, ask your command or visit to legalassistance.law.af.mil/. California National Guard personnel can also obtain legal help at calguard.ca.gov. You may also file a complaint with the Office of the Attorney General at oag.ca.gov/report. For additional information on military-targeted scams, visit our website at oag.ca.gov/consumers/general/military.

    # # #

    MIL OSI USA News –

    August 5, 2025
  • MIL-OSI: LYNO Launches Early Bird Presale Phase with 16 Million Tokens at $0.050

    Source: GlobeNewswire (MIL-OSI)

    ROAD TOWN, British Virgin Islands, July 31, 2025 (GLOBE NEWSWIRE) — LYNO, a decentralized cross-chain arbitrage protocol powered by artificial intelligence (AI), has officially launched the Early Bird phase of its token presale. This initial phase is offering 16 million $LYNO tokens at the price of $0.050 per token. Once this allocation is sold out, the next phase will see the token price increase to $0.055. This announcement marks the beginning of LYNO’s public sale process as it aims to distribute 28% of its total token supply through a seven-phase community presale.

    This milestone represents a significant step forward in LYNO’s roadmap as it prepares for its official platform deployment. The project’s token sale structure is designed to progressively increase the token price at each stage, incentivizing early participation and distributing value to early supporters.

    Purpose-Built Arbitrage Protocol for DeFi

    LYNO is engineered to automate cross-chain arbitrage opportunities across fragmented decentralized finance (DeFi) markets. Its infrastructure enables users to benefit from price inefficiencies across different blockchain networks, executing profitable trades without requiring any manual intervention. The platform supports over 15 EVM-compatible chains, maximizing market coverage and arbitrage scope.

    The protocol operates on a four-layer architectural model: Data, AI, Execution, and Settlement. This layered system allows LYNO to constantly monitor real-time price feeds, apply machine learning algorithms to identify profitable opportunities, and execute trades using smart contracts and flash loans. This approach aims to deliver high-speed execution and accuracy, setting the stage for a more efficient decentralized trading environment.

    Integration with Leading Blockchain Bridges

    LYNO’s design includes compatibility with several of the leading cross-chain messaging and liquidity bridges. This includes integration with LayerZero, Axelar, Wormhole, and others, which ensures seamless capital movement across networks. By using these bridges, LYNO can minimize slippage, reduce latency, and increase transaction success rates in arbitrage operations. These integrations are essential for real-time cross-chain trading, enabling LYNO to maintain its operational speed and accuracy across diverse DeFi markets.

    Utility and Tokenomics

    The $LYNO token is central to the protocol’s operation. It will serve multiple functions within the LYNO ecosystem, including:

    • Governance participation: Token holders can vote on protocol upgrades, fee structures, and future proposals.
    • Staking: Users can stake tokens to receive a share of the protocol’s profits.
    • Tool access: Holders can unlock AI-based real-time analytics and arbitrage monitoring tools.

    LYNO has implemented a multi-layered tokenomic model designed to align user incentives with the long-term success of the platform. Key features include:

    • Buyback and burn mechanisms to support price stability and reduce circulating supply.
    • Liquidity mining incentives for early liquidity providers.
    • Revenue sharing model distributing up to 60% of platform fees to stakers and participants.

    These mechanisms are intended to increase transparency, support decentralization, and maintain consistent user engagement. The project has been audited by Cyberscope, further enhancing its credibility and focus on smart contract security.

    How to Participate in the Presale

    Investors who wish to take part in the Early Bird presale can do so by connecting their wallets—such as MetaMask, Trust Wallet, or any WalletConnect-compatible wallet—to the LYNO presale platform at https://lyno.ai/#presale. The supported payment options for purchasing $LYNO tokens include ETH, USDC, and USDT. Tokens purchased during the presale will be claimable after the conclusion of all presale phases.

    This Early Bird phase is time-sensitive and available on a first-come, first-served basis. After the initial 16 million tokens are sold, the token price will increase from $0.050 to $0.055 in the next stage. This price progression will continue through the subsequent rounds, designed to reward early contributors before the token listing on exchanges.

    Building a Transparent and Automated DeFi Future

    LYNO is part of a new wave of DeFi protocols aiming to reduce inefficiencies and human error in the arbitrage trading process. By leveraging artificial intelligence, cross-chain compatibility, and fully automated systems, LYNO introduces an alternative to manual DeFi trading strategies.

    With increasing fragmentation in liquidity across blockchains and growing interest in interoperable DeFi solutions, LYNO’s protocol arrives at a time when seamless arbitrage execution is becoming increasingly important. The LYNO platform aims to help users unlock value from market inefficiencies while offering governance and income opportunities via staking and community engagement.

    About LYNO

    LYNO is an AI-powered, decentralized cross-chain arbitrage protocol built to automate real-time profitable trades across multiple EVM-compatible chains. The protocol is designed to optimize DeFi trading by offering speed, transparency, and efficiency while leveraging powerful AI technologies and smart contract automation. LYNO’s infrastructure is compatible with top bridge solutions, making it a versatile and forward-looking solution for decentralized arbitrage.

    For More Information, Please Visit:

    Contact:
    LYNO AI
    Email: contact@lyno.ai

    Disclaimer: This content is provided by LYNO. The statements, views, and opinions expressed in this content are solely those of the content provider and do not necessarily reflect the views of this media platform or its publisher. We do not endorse, verify, or guarantee the accuracy, completeness, or reliability of any information presented. We do not guarantee any claims, statements, or promises made in this article. This content is for informational purposes only and should not be considered financial, investment, or trading advice.Investing in crypto and mining-related opportunities involves significant risks, including the potential loss of capital. It is possible to lose all your capital. These products may not be suitable for everyone, and you should ensure that you understand the risks involved. Seek independent advice if necessary. Speculate only with funds that you can afford to lose. Readers are strongly encouraged to conduct their own research and consult with a qualified financial advisor before making any investment decisions. However, due to the inherently speculative nature of the blockchain sector—including cryptocurrency, NFTs, and mining—complete accuracy cannot always be guaranteed.Neither the media platform nor the publisher shall be held responsible for any fraudulent activities, misrepresentations, or financial losses arising from the content of this press release. In the event of any legal claims or charges against this article, we accept no liability or responsibility.Globenewswire does not endorse any content on this page.

    Legal Disclaimer: This media platform provides the content of this article on an “as-is” basis, without any warranties or representations of any kind, express or implied. We assume no responsibility for any inaccuracies, errors, or omissions. We do not assume any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information presented herein. Any concerns, complaints, or copyright issues related to this article should be directed to the content provider mentioned above.

    Photos accompanying this announcement are available at

    https://www.globenewswire.com/NewsRoom/AttachmentNg/7f1c0f27-b1f5-4966-b736-ef6709c13738

    https://www.globenewswire.com/NewsRoom/AttachmentNg/88ca5dde-10a7-4491-b8c2-fd5abf715a3a

    The MIL Network –

    August 5, 2025
  • MIL-OSI USA News: Fact Sheet: President Donald J. Trump Announces Actions to Get Americans the Best Prices in the World for Prescription Drugs

    Source: US Whitehouse

    REDUCING DRUG PRICES FOR AMERICANS AND TAXPAYERS: Today, President Donald J. Trump sent letters to leading pharmaceutical manufacturers outlining the steps they must take to bring down the prices of prescription drugs in the United States to match the lowest price offered in other developed nations (known as the most-favored-nation, or MFN, price). The steps include:

    • Calling on manufacturers to provide MFN prices to every single Medicaid patient.
    • Requiring manufacturers to stipulate that they will not offer other developed nations better prices for new drugs than prices offered in the United States.
    • Providing manufacturers with an avenue to cut out middlemen and sell medicines directly to patients, provided they do so at a price no higher than the best price available in developed nations.
    • Using trade policy to support manufacturers in raising prices internationally provided that increased revenues abroad are reinvested directly into lowering prices for American patients and taxpayers.

    The letters inform manufacturers that if they “refuse to step up,” the federal government “will deploy every tool in our arsenal to protect American families from continued abusive drug pricing practices.”

    Letters were sent to AbbVie, Amgen, AstraZeneca, Boehringer Ingelheim, Bristol Myers Squibb, Eli Lilly, EMD Serono, Genentech, Gilead, GSK, Johnson & Johnson, Merck, Novartis, Novo Nordisk, Pfizer, Regeneron, and Sanofi.

    ENDING GLOBAL FREELOADING ON AMERICAN PHARMACEUTICAL INNOVATION:  President Trump is taking decisive action to rebalance a system that allows pharmaceutical manufacturers to offer low prices to other wealthy nations while charging Americans significantly higher prices. 

    • According to recent data, the prices Americans pay for brand-name drugs are more than three times the price other Organization for Economic Cooperation and Development nations pay, even after accounting for discounts manufacturers provide in the U.S.
    • The United States has less than five percent of the world’s population, yet roughly 75% of global pharmaceutical profits come from American taxpayers.
    • Drug manufacturers benefit from generous research subsidies and enormous healthcare spending by the U.S. Government. Instead of passing that benefit through to American consumers, drug manufacturers then discount their products abroad to gain access to foreign markets and subsidize those discounts through high prices charged in America. Americans are subsidizing drug-manufacturer profits and foreign health systems, both in development and once the drugs are sold.

    ONCE AGAIN DELIVERING ON PROMISES TO PUT AMERICAN PATIENTS FIRST: Today’s letters are an important step in President Trump’s work to get Americans the best deal in the world on prescription drugs.

    • On May 12, 2025, President Trump signed an Executive Order titled: “Delivering Most-Favored-Nation Prescription Drug Pricing to American Patients” directing the Administration to take numerous actions to bring American drug prices in line with those paid by similar nations.
    • Following the Order, the Administration engaged pharmaceutical manufacturers in discussions to achieve MFN pricing in the United States. Today’s letters indicate that industry proposals have fallen short, and from this point forward, President Trump will only accept from drug manufacturers a commitment that provides American families immediate relief from vastly inflated drug prices and an end to the freeriding by European and other developed nations on American innovations.
    • President Trump has been relentless in his effort to address the unfair and outrageous prices Americans pay for prescription drugs:
      • President Trump: “In case after case, our citizens pay massively higher prices than other nations pay for the same exact pill, from the same factory, effectively subsidizing socialism aboard [abroad] with skyrocketing prices at home. So we would spend tremendous amounts of money in order to provide inexpensive drugs to another country. And when I say the price is different, you can see some examples where the price is beyond anything — four times, five times different.”

    MIL OSI USA News –

    August 5, 2025
  • MIL-OSI Security: CEO and Medical Director Charged in $500M COVID-19 Test Billing Fraud

    Source: Office of United States Attorneys

    DETROIT – Two individuals were charged for their involvement in a $500 million, nationwide scheme that involved billing Medicare, Medicaid, TRICARE, and other health insurance programs for COVID-19 testing services that were never rendered, United States Attorney Jerome F. Gorgon Jr. announced today.

    Cemhan “Jimmy” Biricik (age 46) of Boca Raton Florida, and Dr. Martin Perlin (age 74) of Fairfield, Connecticut were charged with conspiracy to commit health care fraud and more than 50 substantive counts of health care fraud. Biricik was the sole member and Chief Executive Officer of Fast Lab Technologies, LLC (Fast Lab).  Dr. Perlin was Fast Lab’s Medical Director and provider responsible for ordering the majority of the tests. Both defendants were arrested this morning.

    According to the Indictment, during the Covid-19 pandemic, New York-based Fast Lab operated a website offering “free” covid tests.  When individuals went to the website to order tests, they were asked to provide their insurance information.  Fast Lab then used this insurance information to fraudulently bill Medicare, Medicaid, TRICARE and numerous private insurances for both antigen (“rapid”) and PCR (“laboratory) tests, across multiple dates for each beneficiary. Specifically, Fast Lab’s claims represented that (1) the antigen tests had been observed by medical professionals, (2) saliva samples were collected by medical professionals, and (3) PCR testing was performed on those samples.  In reality, the vast majority of antigen tests—if taken at all—were taken at home and not observed by medical professionals; saliva samples were never collected nor returned to Fast Lab; and PCR testing was never performed. Dr. Perlin was the ordering physician for these tests, despite not having a treating relationship with the beneficiaries.  Further, Fast Lab would regularly submit insurance claims before the test kits were even delivered to the beneficiaries.  In total, Biricik billed or caused to be billed more than $500 million in claims and was paid more than $50 million.

    Gorgon was joined in the announcement by Special Agent in Charge Mario Pinto, U.S. Department of Health and Human Services Office of Inspector General (HHS-OIG), Chicago Regional Office; Special Agent in Charge Cheyvoryea Gibson, Federal Bureau of Investigation, Detroit Division; Special Agent in Charge Derek M. Holt of the U.S. Office of Personnel Management Office of the Inspector General; Acting Assistant Secretary of Labor for the Employee Benefits Security Administration Janet Dhillon (DOL-EBSA); Detroit Division; Acting Special Agent in Charge Christopher Silvestro, Defense Criminal Investigative Service (DCIS); Special Agent in Charge Charles Miller, Detroit Field Office, Internal Revenue Service – Criminal Investigation (IRS-CI); Special Agent in Charge Megan Howell, Great Lakes Region, U.S. Department of Labor, Office of Inspector General (DOL-OIG); Acting Inspector in Charge Sean McStravick, U.S. Postal Inspection Service (USPIS); Owen Cypher, U.S. Marshal for the Eastern District of Michigan and Michigan Attorney General Dana Nessel, Medicaid Fraud Control Unit (MFCU).

    The public is reminded that an Indictment is not evidence of guilt. The defendants are presumed innocent and entitled to a fair trial at which the government has the burden of proving guilt beyond a reasonable doubt.

    This case is being investigated by Special Agents from HHS-OIG, FBI, OPM-OIG, DOL-EBSA, DCIS, MFCU, IRS-CI, DOL-OIG, USPIS, and the U.S. Marshal’s Service.  It is being prosecuted by Assistant U.S. Attorneys Regina R. McCullough and Ryan A. Particka.  Assistant United States Attorney Ryan T. Nees of the United States Attorney’s Office for the Southern District of New York also provided assistance. 

    MIL Security OSI –

    August 5, 2025
  • MIL-OSI: 2025 FIRST HALF RESULTS : MOBILIZE FINANCIAL SERVICES DELIVERS SOLID GROWTH

    Source: GlobeNewswire (MIL-OSI)

       
    PRESS RELEASE
      
    Paris, 31st July 2025 

      

     

    2025 FIRST HALF RESULTS :
    MOBILIZE FINANCIAL SERVICES DELIVERS SOLID GROWTH

    Mobilize Financial Services records a progression in new financing by 3.8% in the first semester of 2025 compared to the same period in 2024. This performance reflects a rise in the average amount financed and the commercial dynamics of Renault Group’s brands, Nissan and Mitsubishi, supported by a robust growth in registrations.

    With a progression of pre-tax profit by 9.7%, Mobilize Financial Services confirms the relevance of its strategy and its commitment to more sustainable mobility, in line with new uses.

    This performance confirms Mobilize Financial Services’ ability to efficiently support the strategy of its automotive partners, while meeting the expectations of customers in quest of flexible and competitive financing solutions.

    KEY INDICATORS

    Commercial performance1

    • The amount of new financing progresses by 3.8% compared to the first semester of 2024, driven by a sustained commercial dynamic.
    • 632,994 contracts were financed in the first semester of 2025, a slight increase in volume compared to the same period of the previous year (+0.8%).
    • The penetration rate on electric vehicles reached 43.9% at the end of June 2025, a positive difference of 6.5 points compared to other motorization.

    Financial performance

    • The Average Performing Assets (APAs) register a growth of 7.3% compared to the end of June 2024, confirming the robustness of the portfolio.
    • The Net Banking Income progressed by 5.3% over one year, to reach 1,132 million euros in the first semester of 2025.
    • The pre-tax income of the group increased to 607 million euros, increasing by 9.7% compared to the first semester of 2024.

    “In the beginning of the year 2025, we reaffirmed our ambition to support our customers as they transition to more sustainable mobility, by offering products and services in line with new uses. The half-year results support the robustness of our economic model and concretely illustrate our commitment to driving more responsible mobility, fully aligned with the ambitions of Renault Group”, declares Martin Thomas, Chief Executive Officer of Mobilize Financial Services.

    A SUSTAINED COMMERCIAL DYNAMIC, IN A RECOVERING MARKET

    In an automotive market with slight progression by 0.7%, the volumes of Renault Group, Nissan and Mitsubishi reached 1.19 million vehicles, increasing by 2.3% compared to the first semester of 2024. In this context, Mobilize Financial Services records a growth of its new financing by 3.8% (excluding cards and personal loans), for a total of 11.1 billion euros, driven by an increase in registrations and increases of the average financed amount.

    Excluding companies consolidated by equity method, the overall penetration rate stands at 39.6%, slightly down by 0.4 point compared to the same period of last year. The penetration rate on electrified vehicles, as for it, reaches 43.9% at the end of June 2025, +6.5 points compared to other types of motorization.

    In total, 632,994 new contracts were financed in the first semester of 2025, an almost stable volume (+0.8 %) compared to 2024. The financing activity of used vehicles recorded a slight decrease by 0.4% with 153,759 contracts financed.

    Benefitting from a growing operational leasing market, Mobilize Lease&Co financed in the first semester of 2025, 120,039 operational leasing contracts for private and professional customers and reached a fleet under management of 655,000 vehicles, representing a growth by 4% compared to the first semester of 2024.

    The Average Performing Assets (APAs) reached 58.9 billion euros, increasing by 7.3% compared to the first semester of 2024. APAs related to customer activity (private and professional) rose to 47.4 billion euros (+7%), whereas those related to dealership activity progressed by 8.6% to each 11.5 billion euros.

    Finally, 1.8 million insurance and service contracts were sold during the semester, confirming the relevance of the additional offers proposed by Mobilize Financial Services.

    A ROBUST FINANCIAL PERFORMANCE AND A DIVERSIFIED RE-FINANCING STRATEGY

    In the first semester of 2025, the Net Banking Income (NBI) of Mobilize Financial Services amounted to 1,132 million euros, increasing by 5.3 % compared to the end of 2024. This performance is mainly the result of an improvement in the financial margin as well as the growth of outstanding loans.

    The operating costs reached 389 million euros, increasing by 24 million euros compared to last year. This change is explained by the present of non-recurring items having reduced the expenses in the first semester of 2024. Reported to the Average Productive Assets, operating expenses remain stable at 1.33%.

    The pre-tax income stands at 607 million euros, against 553 million, one year earlier, a progression by 9.7 %, driven by the rise of NBI. The share of income from associate companies progressed slightly by +0.9 million euros.

    In a context marked by investor caution in the face of economic and geopolitical uncertainties, the group raised 1.3 billion euros on the bond market in the first semester of 2025. Three public issued were carried out:

    • 2 senior bonds in Euros of 850 million euros (3 years) and 500 million euros (5 years, Green Bond)
    • 1 Tier subordinated debt issue of 500 million euros

    This latest transaction enables expending the maturity profile of the subordinated debt and falls within an active capital management strategy, aiming to maintain a solid financial structure and robust safety margins. Besides, the subsidiaries of the group in Argentina, Brazil, Korea, Morocco and Poland raised a total of 500 million euros on local bond markets.
    In the securitization market, the group placed 624 million euros in automobile loan-backed securities via its German branch. Private securitization transactions in the United States (automobile loans) and in Germany (leasing) saw their revolving period extended by two years.

    Finally, the savings collection activity, launched in 2012 and present in seven European countries (France, Germany, Austria, United Kingdom, Spain, the Netherland and Poland) continues to play a key role in the diversification of financing sources. The deposits collected reached 30.5 billion euros representing 49.1% of net assets at the end of June 2025.

    1 The factoring contracts for short-term rental companies were excluded from 2025 onwards. These contracts represented 32,000 contracts in the first half of 2024, representing a positive impact of 2.8 points on the penetration rate. A hypothetical calculated based on the 2024 figures.

    Press contacts

    William Servigne

    william.servigne@mobilize-fs.com

    Hopscotch PR for Mobilize Financial Services

    +33 (0)1 41 34 23 06

    mobilize@hopscotch.fr

    About Mobilize Financial Services

    Attentive to the needs of all its customers, Mobilize Financial Services, a subsidiary of Renault Group, creates innovative financial services to build sustainable mobility for all. Mobilize Financial Services, which began operations over 100 years ago, is the commercial brand of RCI Banque SA, a French bank specializing in automotive financing and services for customers and networks of Renault Group, and also for the brands Nissan and Mitsubishi in several countries. 

    With operations in 35 countries and over 4,000 employees, Mobilize Financial Services financed more than 1,2 million contracts (new and used vehicles) in 2023 and sold 3,7 million service contracts. 

    At the end of June 2025, average earning assets stood at58.9 billion euros of financing and the pre-tax income at 607 million Euros.

    Since 2012, the group has deployed deposits collecting activity in several countries. At the end of June 2025, the net amount of deposits collected represented 30.5 billion euros, representing 49.1% of the company’s net assets.

    To find out more about Mobilize Financial Services: www.mobilize-fs.com/

    Attachment

    • VDEF UK – CP Résultats du premier semestre 2025 – EN

    The MIL Network –

    August 5, 2025
  • MIL-OSI: Ruanyun Edai Technology Announces Financial Results for Fiscal Year 2025

    Source: GlobeNewswire (MIL-OSI)

    NANCHANG, China, July 31, 2025 (GLOBE NEWSWIRE) — Ruanyun Edai Technology Inc. (“Ruanyun” or the “Company”) (NASDAQ: RYET), a leading AI-powered education technology company in China, today announced its financial results for the fiscal year ended March 31, 2025.

    Key Financial Performance Highlights

    • Revenue decreased by 27.0% to $6.7 million in FY2025, primarily due to declines in SmartHomework® platform development and digitalization services, despite significant increases in revenues from SmartHomework® software customization and content development, and licensing sales, which rose by 3117% and 5492%, respectively, along with a 70.4% growth in SmartExam® services driven by international expansion after the IPO.
    • Gross profit rose 29.1% to $3.8 million, with gross margin improving from 32.1% to 56.7%, driven by a shift to higher-margin software services.
    • As a result, net loss narrowed to $0.5 million from $2.1 million.

    Yan Fu, Founder and CEO of Ruanyun, commented: “In FY2025, despite our decrease in total revenue, our software customization and content development segment saw strong growth. As policy changes in China impacted revenue from some of our services, we’re strategically shifting towards higher-margin software and AI-based services like AI-OCR for greater efficiency and customer diversification.”

    “Aggressive cost management significantly strengthened our financials. Cost of revenue dropped by more than 50% to approximately $2.9 million. This led to a substantial 29.1% gross profit increase to approximately $3.8 million, expanding our gross margin by 24.6% to 56.7%. Consequently, our net loss narrowed significantly to approximately $0.5 million in FY2025 from approximately $2.1 million a year earlier.”

    “Looking ahead, our U.S. IPO has already enabled the international replication of our business model, demonstrated by services provided to Lorpzenst Innovations LLC in the United States. Furthermore, our advancements in AI-based digital technology services, particularly with AI-OCR, present broad applicability beyond our current focus. In Saudi Arabia our innovative Chinese language learning platform, HanLink, has already established local partnerships and we are structured to keep expanding in the Middle Eastern region. We believe that this technological foundation and our proven operational model position us well for potential expansion into vocational, postgraduate, and adult education sectors, as well as broader geographic markets. Ruanyun believes that these strategic shifts, combined with improved profitability and efficient cost management, lay the groundwork for sustainable long-term growth and enhanced value for our shareholders.”

    Fiscal Year 2025 Financial Results

      For fiscal years ended March 31
    In USD Millions, except %, differences due to rounding. 2025
      2024
      Variances
    %
    Total revenues 6.7   9.2   (27.0)  
    Cost of revenues 2.9   6.2   (53.5)  
    Gross profit 3.8   2.9   29.1  
    Loss from operations (0.5)   (2.1)   (77.1)  
    Net loss (0.5)   (2.1)   (75.3)  
                 

    Revenue
    The Company’s revenue has primarily come from two main product lines: SmartExam® solution and SmartHomework® solution. These solutions generate revenue through six core streams: platform development, other testing services, software customization and content development, licensing, personalized exercise books and MOTK Pro, and digitalization services.

    Revenue decreased by approximately $2.5 million, or 27.0%, from approximately $9.2 million in fiscal year 2024 to approximately $6.7 million in fiscal year 2025. The decrease in revenue primarily reflects a decrease in SmartHomework® solution digitalization services and SmartHomework® solution platform development, which was partially offset by an increase in SmartHomework® solution software customization and content development sales, as explained in details below.

    The following table presents our revenue breakdown for the years indicated in absolute amounts:

      For the years ended March 31
    USD million, except %, differences due to rounding 2025 2024 Variances
    %
    SmartExam® solution 0.7 0.6 15.5  
    SmartHomework® solution 6.0 8.6 (29.8)  
    Total revenues 6.7 9.2 (27.0)  
             

    SmartExam® Solution

    • Platform Development revenue decreased by $97,758, or 31.5%, to $212,377 in FY2025 from $310,135 in FY2024, due to a smaller project scale, despite completing one project each year. Future growth hinges on capturing market share in China’s computerized testing sector.
    • Other Services revenue jumped 70.4%, from $265,707 in FY2024 to $452,881 in FY2025. This growth is largely due to our U.S. IPO enabling international business replication, notably with Lorpzenst Innovations LLC in the United States.

    SmartHomework® Solution

    • Platform Development revenue decreased significantly by approximately $2.6 million, or 81.8%, to $571,658 in FY2025 from approximately $3.1 million in FY2024. This decline was primarily due to the high capital risk of upfront hardware investments and extended repayment cycles for domestic government projects, leading us to reduce these constructions.
    • Software Customization and Content Development revenue soared by 3117%, from $74,138 in FY2024 to approximately $2.4 million in FY2025. This surge was driven by standardized, rapidly replicable software products meeting customer needs and enabling robust market expansion in China.
    • Licensing revenue increased by 5492%, from $2,748 to $153,666, despite a decrease from two subscribers in FY2024 to one in FY2025. This significant growth is attributable to our standardized question bank’s broad applicability, extending our reach to higher-paying vocational education.
    • Personalized Exercise Book and MOTK Pro revenue decreased by $55,040, or 62%, from $88,815 in FY2024 to $33,775 in FY2025. The drop was primarily due to changes in Chinese education policies prohibiting direct value-added service fees to students/parents, an impact we couldn’t fully offset despite seeking new collaborations such as with telecom operators.
    • Digitalization Services revenue decreased by approximately $2.4 million, or 45.5%, from approximately $5.3 million in FY2024 to approximately $2.9 million in FY2025. This was largely due to Chinese education policies limiting supplementary materials. However, this service is no longer a core focus of Ruanyun as the Company transitions to AI-based digital technology services using proprietary AI Optical Character Recognition (AI-OCR). This technology efficiently processes and converts various documents and images, enabling intelligent recognition, automated data collection and processing, automated data entry and verification, and customized OCR solutions.

    Cost of Revenue

    Cost of revenue decreased by approximately $3.3 million, or 53.5%, from approximately $6.2 million in FY2024 to approximately $2.9 million in FY2025. The decrease was primarily attributable to the Company’s plan to discontinue businesses with significant hardware investment, reduce cost input, and increase gross profit.

    Gross Profit and Margin

    Gross profit increased by $855,732, or 29.1%, from approximately $2.9 million in FY2024 to approximately $3.8 million in FY2025. Gross margin increased by 24.6% from 32.1% in FY2024 to 56.7% in FY2025.

    This increase was primarily due to personnel optimization and a strategic shift towards higher-margin software development and service businesses, boosting overall gross profit.

    Operating Expenses

    Operating expenses decreased by $779,212, or 15.4%, from approximately $5.1 million in FY2024 to $4.3 million in FY2025. The decrease was primarily due to reductions in selling expenses and research and development expenses, partially offset by an increase in general and administrative expenses.

    Selling Expenses

    Selling expenses decreased by $583,900, or 24.7%, from approximately $2.4 million in FY2024 to approximately $1.8 million in FY2025. This decrease was primarily due to a reduction of $787,847 digital publishing expense, partially offset by an increase in consulting services. The decline in digital publishing expense aligns with the decrease in digitization service revenue.

    General and Administrative Expenses

    General and administrative expenses increased by $125,377, or 8.7%, from approximately $1.4 million in FY2024 to approximately $1.6 million in FY2025, while core administrative expenses remained flat.

    Research and Development Expenses

    Research and development expenses decreased by $320,689, or 25.6%, from approximately $1.3 million in FY2024 to approximately $0.9 million in FY2025. This decrease primarily resulted from lower employee compensation and benefits for early-stage research, reduced rent expense and other R&D expense reductions.

    Net loss

    Net losses for FY2025 and FY2024 were approximately $0.5 million and approximately $2.1 million, respectively. This was primarily attributable to the decrease in revenue not being able to cover costs and operating expenses.

    Cash balances

    As of March 31, 2025 and March 31, 2024, cash balances were approximately $0.7 million and $1.1 million, respectively.

    Recent Developments

    On July 11, 2025, Ruanyun announced partnership with the Confucius Institute at Prince Sultan University to bring its AI-powered HanLink platform to Saudi Arabia’s first national online Confucius Institute.

    On May 20, 2025, Ruanyun announced the successful launch and pilot of its innovative Chinese language learning platform, HanLink via a four-week trial at Riyadh’s Education & Skills International School in Saudi Arabia.

    On April 09, 2025, Ruanyun completed its initial public offering on the Nasdaq Stock Exchange, raising total gross proceeds of approximately $15 million, before deducting underwriting discounts and other offering expenses.

    About Ruanyun Edai Technology Inc.

    Ruanyun Edai Technology Inc. is an innovative AI-driven education technology company dedicated to transforming the K-12 education landscape in China. By leveraging proprietary AI-powered solutions, the Company provides intelligent learning tools, assessment platforms, and adaptive learning systems that enhance academic performance and streamline educational processes. Committed to modernizing education, the Company empowers schools, teachers, and students with cutting-edge teaching, learning, and evaluation tools through the integration of AI and the internet, fostering a more efficient and effective learning model. For more information, please visit: http://www.ruanyun.net/, https://investors.ruanyun.net/.

    Forward-Looking Statement

    This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

    For more information, please contact:

    Investor Relations
    WFS Investor Relations Inc.

    Janice Wang
    Managing Partner
    Email: services@wealthfsllc.com
    Tel: +1 628 283 9214
    +86-1381-176-8559

    RUANYUN EDAI TECHNOLOGY INC. AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
        As of March 31,
        2025       2024  
    Assets          
    Current assets          
    Cash $ 673,397     $ 1,101,235  
    Restricted cash   125,561       126,194  
    Accounts receivable, net   3,310,143       1,785,304  
    Due from related parties   11,410       37,506  
    Inventories   59,077       210,259  
    Deferred contract costs   63,392       379,284  
    Prepaid expenses and other current assets   35,923       269,339  
    Total current assets   4,278,903       3,909,121  
    Non-current assets          
    Property and equipment, net   460,314       405,365  
    Capitalized software development cost, net   202,166       357,264  
    Deferred offering Cost   838,804       441,067  
    Long term deposits   94,811       105,917  
    Total non-current assets   1,596,095       1,309,613  
    Total assets $ 5,874,998     $ 5,218,734  
    LIABILITIES          
    Current liabilities          
    Short-term bank loans $ 4,408,340     $ 2,471,374  
    Accounts payable   1,075,456       1,813,561  
    Deferred revenue   135,737       434,717  
    Due to related parties   43,289       63,403  
    Accrued expenses and other liabilities   718,327       406,540  
    Total Current Liabilities   6,381,149       5,189,595  
    Total non-current liabilities   –       –  
    Total liabilities   6,381,149       5,189,595  
    COMMITMENTS AND CONTINGENCIES          
    EQUITY          
    Ordinary shares (US$0.0002 par value, 5,000,000,000 shares authorized, 30,000,004 shares issued and outstanding as of March 31, 2025 and 2024)   6,000       6,000  
    Additional paid-in capital   15,210,301       15,210,301  
    Accumulated deficit   (15,630,351 )     (15,233,789 )
    Accumulated other comprehensive income   252,250       257,751  
    Total Ruanyun Group stockholders’ equity   (161,800 )     240,263  
    Non-controlling interest   (344,351 )     (211,124 )
    Total Equity   (506,151 )     29,139  
    Total liabilities and equity $ 5,874,998     $ 5,218,734  
                   
    RUANYUN EDAI TECHNOLOGY INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
               
        For the Years Ended
    March 31,
        For the Years Ended
    March 31,
        2025       2024  
               
    Revenues from third parties $ 6,685,387     $ 9,154,072  
    Total revenues   6,685,387       9,154,072  
    Cost of revenues   (2,892,516 )     (6,216,933 )
    Gross profit   3,792,871       2,937,139  
    Operating expenses          
    Selling and marketing expenses   (1,784,837 )     (2,368,737 )
    General and administrative expenses   (1,563,423 )     (1,438,046 )
    Research and development expenses   (930,904 )     (1,251,593 )
    Total operating expenses   (4,279,164 )     (5,058,376 )
    Loss from operations   (486,293 )     (2,121,237 )
    Finance cost, net   (153,869 )     (203,779 )
    Government subsidy   11,811       264,250  
    Other income (expense), net   108,644       (43,308 )
    Loss before income taxes   (519,707 )     (2,104,074 )
    Income tax expenses   (16 )     –  
               
    Net loss   (519,723 )     (2,104,074 )
               
    Net loss attributable to non-controlling interests   (123,161 )     (97,948 )
               
    Net loss attributable to common shareholders   (396,562 )     (2,006,126 )
    COMPREHENSIVE LOSS          
    Net loss   (519,723 )     (2,104,074 )
    Unrealized foreign currency translation loss   (15,567 )     (20,450 )
    Comprehensive loss   (535,290 )     (2,124,524 )
    Less: comprehensive loss attributable to non-controlling interests   (133,227 )     (74,959 )
    Comprehensive loss attributable to common shareholders $ (402,063 )   $ (2,049,565 )
               
    Weighted average number of ordinary share outstanding          
    Basic and Diluted*   30,000,004       30,000,004  
    Loss per share          
    Basic and Diluted $ (0.01 )   $ (0.07 )
                   

    The MIL Network –

    August 5, 2025
  • MIL-OSI: Asure Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

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

    Recurring Revenues Grew 6% from Prior Year

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

    Second Quarter 2025 Financial Highlights

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

    First Half 2025 Financial Highlights

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

    Recent Business Highlights

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

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

    Management Commentary

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

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

    Third Quarter 2025 and Full Year 2025 Revenue Guidance Ranges

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

    New Guidance for 2025

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

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

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

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

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

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

    Conference Call Details

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

    About Asure Software, Inc.

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

    Non-GAAP and Adjusted Financial Measures

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    Use of Forward-Looking Statements

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

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

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

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

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

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

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

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

    The MIL Network –

    August 5, 2025
  • MIL-OSI: Credit Acceptance Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Southfield, Michigan, July 31, 2025 (GLOBE NEWSWIRE) — Credit Acceptance Corporation (Nasdaq: CACC) (referred to as the “Company”, “Credit Acceptance”, “we”, “our”, or “us”) today announced consolidated net income of $87.4 million, or $7.42 per diluted share, for the three months ended June 30, 2025. Adjusted net income, a non-GAAP financial measure, for the three months ended June 30, 2025 was $100.8 million, or $8.56 per diluted share. The following table summarizes our financial results:

    (In millions, except per share data)   For the Three Months Ended
        June 30, 2025   March 31, 2025   June 30, 2024
    GAAP net income (loss)   $         87.4    $         106.3    $         (47.1)  
    GAAP net income (loss) per diluted share   $         7.42    $         8.66    $         (3.83)  
                 
    Adjusted net income   $         100.8    $         114.8    $         126.4   
    Adjusted net income per diluted share   $         8.56    $         9.35    $         10.29   

    Our results and achievements for the second quarter of 2025 included the following:

    • A decline in forecasted collection rates, which decreased forecasted net cash flows from our loan portfolio by $55.8 million, or 0.5%, and slower forecasted net cash flow timing.
    • A 6.8% increase in the average balance of our loan portfolio from the second quarter of 2024 to $8.0 billion, which is our largest ever.
    • A decline in Consumer Loan assignment unit and dollar volumes of 14.6% and 18.8%, respectively, as compared to the second quarter of 2024.
    • The repurchase of approximately 530,000 shares, or 4.5% of the shares outstanding at the beginning of the quarter.
    • The enrollment of 1,560 new dealers with 10,655 active dealers during the quarter.
    • $63.3 million in dealer holdback and accelerated dealer holdback payments to dealers.
    • $23.4 million contingent loss related to previously disclosed legal matters.
    • An increase in our estimated long-term effective income tax rate from 23% to 25%.
    • Named one of the 100 Best Companies to Work For® by Great Place to Work® and Fortune magazine for the eleventh time, with a #34 ranking, and a Spring 2025 Top Workplaces Culture Excellence award winner in the following five categories: Work-Life Flexibility, Leadership, Innovation, Purpose & Values, and Compensation & Benefits.

    Consumer Loan Metrics

    Dealers assign retail installment contracts (referred to as “Consumer Loans”) to Credit Acceptance. At the time a Consumer Loan is submitted to us for assignment, we forecast future expected cash flows from the Consumer Loan. Based on the amount and timing of these forecasts and expected expense levels, an advance or one-time purchase payment is made to the related dealer at a price designed to maximize economic profit, a non-GAAP financial measure that considers our return on capital, our cost of capital, and the amount of capital invested. 

    We use a statistical model to estimate the expected collection rate for each Consumer Loan at the time of assignment. We continue to evaluate the expected collection rate for each Consumer Loan subsequent to assignment. Our evaluation becomes more accurate as the Consumer Loans age, as we use actual performance data in our forecast. By comparing our current expected collection rate for each Consumer Loan with the rate we projected at the time of assignment, we are able to assess the accuracy of our initial forecast. The following table compares our aggregated forecast of Consumer Loan collection rates as of June 30, 2025, with the aggregated forecasts as of March 31, 2025 and at the time of assignment, segmented by year of assignment:

        Forecasted Collection Percentage as of (1)   Current Forecast Variance from
     Consumer Loan Assignment Year   June 30, 2025   March 31, 2025   Initial
    Forecast
      March 31, 2025   Initial
    Forecast
    2016           63.9  %           63.9  %           65.4  %           0.0  %           -1.5  %
    2017           64.8  %           64.8  %           64.0  %           0.0  %           0.8  %
    2018           65.6  %           65.5  %           63.6  %           0.1  %           2.0  %
    2019           67.3  %           67.2  %           64.0  %           0.1  %           3.3  %
    2020           68.0  %           67.9  %           63.4  %           0.1  %           4.6  %
    2021           63.8  %           63.9  %           66.3  %           -0.1  %           -2.5  %
    2022           59.7  %           60.0  %           67.5  %           -0.3  %           -7.8  %
    2023           64.1  %           64.3  %           67.5  %           -0.2  %           -3.4  %
    2024           65.7  %           66.3  %           67.2  %           -0.6  %           -1.5  %
         2025 (2)           66.9  %           66.0  %           66.9  %           0.9  %           0.0  %

    (1)   Represents the total forecasted collections we expect to collect on the Consumer Loans as a percentage of the repayments that we were contractually owed on the Consumer Loans at the time of assignment. Contractual repayments include both principal and interest. Forecasted collection rates are negatively impacted by canceled Consumer Loans as the contractual amount owed is not removed from the denominator for purposes of computing forecasted collection rates.
    (2)   The forecasted collection rate for 2025 Consumer Loans as of June 30, 2025 includes both Consumer Loans that were in our portfolio as of March 31, 2025 and Consumer Loans assigned during the most recent quarter. The following table provides forecasted collection rates for each of these segments

        Forecasted Collection Percentage as of   Current Forecast Variance from
    2025 Consumer Loan Assignment Period   June 30, 2025   March 31, 2025   Initial
    Forecast
      March 31, 2025   Initial
    Forecast
    January 1, 2025 through March 31, 2025           66.2  %           66.0  %           66.2  %           0.2  %           0.0  %
    April 1, 2025 through June 30, 2025           67.7  %           —              67.7  %           —              0.0  %

    For the three months ended June 30, 2025, forecasted collection rates improved for Consumer Loans assigned in 2025, declined for Consumer Loans assigned in 2022 through 2024, and were generally consistent with expectations at the start of the period for all other assignment years presented.

    The changes to our forecast of future net cash flows from our Loan portfolio (forecasted collections less forecasted dealer holdback payments) for each of the last eight quarters are shown in the following table:

    (Dollars in millions)   Decrease in Forecasted Net Cash Flows
    Three Months Ended   Total Loans   % Change from Forecast at Beginning of Period
    September 30, 2023   $         (69.4)             -0.7  %
    December 31, 2023             (57.0)             -0.6  %
    March 31, 2024             (30.8)             -0.3  %
    June 30, 2024             (189.3)             -1.7  %
    September 30, 2024             (62.8)             -0.6  %
    December 31, 2024             (31.1)             -0.3  %
    March 31, 2025             (20.9)             -0.2  %
    June 30, 2025             (55.8)             -0.5  %

    During the second quarter of 2025, we applied an adjustment to our methodology for forecasting the amount of future net cash flows from our loan portfolio, which reduced the forecasted collection rates for Consumer Loans assigned in 2024. Consumer Loans assigned in 2024 prior to the implementation of our scorecard adjustment during the third quarter of 2024 had underperformed relative to the forecast adjustment we implemented during the second quarter of 2024. Accordingly, in the second quarter of 2025, we applied an adjustment to that segment of the Consumer Loans assigned in 2024 to reduce forecasted collection rates to what we believed the ultimate collection rates would be based on these trends. Changes in the amount and timing of forecasted net cash flows are recognized in the period of change as a provision for credit losses. The implementation of this forecast adjustment during the second quarter of 2025 reduced forecasted net cash flows by $18.6 million, or 0.2%, and increased provision for credit losses by $16.5 million.

    The following table presents information on Consumer Loan assignments for each of the last 10 years:

         Average   Total Assignment Volume
     Consumer Loan
    Assignment Year
      Consumer Loan (1)   Advance (2)   Initial Loan Term (in months)   Unit Volume   Dollar Volume (2)
    (in millions)
    2016   $         18,218   $         7,976   53   330,710   $         2,635.5
    2017     20,230     8,746   55   328,507     2,873.1
    2018     22,158     9,635   57   373,329     3,595.8
    2019     23,139     10,174   57   369,805     3,772.2
    2020     24,262     10,656   59   341,967     3,641.2
    2021     25,632     11,790   59   268,730     3,167.8
    2022     27,242     12,924   60   280,467     3,625.3
    2023     27,025     12,475   61   332,499     4,147.8
    2024     26,497     11,961   61   386,126     4,618.4
               2025 (3) (4)     25,376     11,362   60   185,764     2,110.7

    (1)   Represents the repayments that we were contractually owed on Consumer Loans at the time of assignment, which include both principal and interest.
    (2)   Represents advances paid to dealers on Consumer Loans assigned under the portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under the purchase program. Payments of dealer holdback and accelerated dealer holdback are not included.
    (3)   Represents activity for the six months ended June 30, 2025. Information in this table for each of the years prior to 2025 represents activity for all 12 months of that year.
    (4)   The averages for 2025 Consumer Loans include both Consumer Loans that were in our portfolio as of March 31, 2025 and Consumer Loans assigned during the most recent quarter. The following table provides averages for each of these segments:

        Average
    2025 Consumer Loan Assignment Period   Consumer Loan   Advance   Initial Loan Term (in months)
    January 1, 2025 through March 31, 2025   $         25,188   $         11,096           60
    April 1, 2025 through June 30, 2025             25,596             11,674           60

    The profitability of our loans is primarily driven by the amount and timing of the net cash flows we receive from the spread between the forecasted collection rate and the advance rate, less operating expenses and the cost of capital. Forecasting collection rates accurately at loan inception is difficult. With this in mind, we establish advance rates that are intended to allow us to achieve acceptable levels of profitability across our portfolio, even if collection rates are less than we initially forecast.
    The following table presents aggregate forecasted Consumer Loan collection rates, advance rates, and spreads (the forecasted collection rate less the advance rate), and the percentage of the forecasted collections that had been realized as of June 30, 2025, as well as forecasted collection rates and spreads at the time of assignment. All amounts, unless otherwise noted, are presented as a percentage of the initial balance of the Consumer Loan (principal + interest). The table includes both dealer loans and purchased loans.

        Forecasted Collection % as of       Spread % as of    
     Consumer Loan Assignment Year   June 30, 2025   Initial Forecast   Advance % (1)   June 30, 2025   Initial Forecast   % of Forecast
    Realized (2)
    2016           63.9  %           65.4  %           43.8  %           20.1  %           21.6  %           99.6  %
    2017           64.8  %           64.0  %           43.2  %           21.6  %           20.8  %           99.4  %
    2018           65.6  %           63.6  %           43.5  %           22.1  %           20.1  %           99.0  %
    2019           67.3  %           64.0  %           44.0  %           23.3  %           20.0  %           98.0  %
    2020           68.0  %           63.4  %           43.9  %           24.1  %           19.5  %           95.1  %
    2021           63.8  %           66.3  %           46.0  %           17.8  %           20.3  %           88.7  %
    2022           59.7  %           67.5  %           47.4  %           12.3  %           20.1  %           74.7  %
    2023           64.1  %           67.5  %           46.2  %           17.9  %           21.3  %           55.0  %
    2024           65.7  %           67.2  %           45.1  %           20.6  %           22.1  %           30.4  %
          2025 (3)           66.9  %           66.9  %           44.9  %           22.0  %           22.0  %           6.9  %

    (1)   Represents advances paid to dealers on Consumer Loans assigned under the portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under the purchase program as a percentage of the initial balance of the Consumer Loans.  Payments of dealer holdback and accelerated dealer holdback are not included.
    (2)   Presented as a percentage of total forecasted collections
    (3)   The forecasted collection rate, advance rate and spread for 2025 Consumer Loans as of June 30, 2025 include both Consumer Loans that were in our portfolio as of March 31, 2025 and Consumer Loans assigned during the most recent quarter. The following table provides forecasted collection rates, advance rates, and spreads for each of these segments:

        Forecasted Collection % as of       Spread % as of
    2025 Consumer Loan Assignment Period   June 30, 2025   Initial Forecast   Advance %   June 30, 2025   Initial Forecast
    January 1, 2025 through March 31, 2025           66.2  %           66.2  %           44.2  %           22.0  %           22.0  %
    April 1, 2025 through June 30, 2025           67.7  %           67.7  %           45.7  %           22.0  %           22.0  %

    The risk of a material change in our forecasted collection rate declines as the Consumer Loans age. For 2020 and prior Consumer Loan assignments, the risk of a material forecast variance is modest, as we have currently realized in excess of 90% of the expected collections. Conversely, the forecasted collection rates for more recent Consumer Loan assignments are less certain as a significant portion of our forecast has not been realized.

    The spread between the forecasted collection rate as of June 30, 2025 and the advance rate ranges from 12.3% to 24.1%, on an annual basis, for Consumer Loans assigned over the last 10 years. The spreads with respect to 2019 and 2020 Consumer Loans have been positively impacted by Consumer Loan performance, which has exceeded our initial estimates by a greater margin than the other years presented. The spreads with respect to 2021 through 2024 Consumer Loans have been negatively impacted by Consumer Loan performance, which has been lower than our initial estimates by a greater margin than the other years presented. The higher spread for 2025 Consumer Loans relative to 2024 Consumer Loans as of June 30, 2025 was primarily a result of Consumer Loan performance, as the performance of 2024 Consumer Loans has been lower than our initial estimates.

    The following table compares our forecast of aggregate Consumer Loan collection rates as of June 30, 2025 with the forecasts at the time of assignment, for dealer loans and purchased loans separately:

        Dealer Loans   Purchased Loans
        Forecasted Collection Percentage as of (1)       Forecasted Collection Percentage as of (1)    
     Consumer Loan Assignment Year   June 30,
    2025
      Initial
    Forecast
      Variance   June 30,
    2025
      Initial
    Forecast
      Variance
    2016           63.1  %           65.1  %           -2.0  %           66.1  %           66.5  %           -0.4  %
    2017           64.1  %           63.8  %           0.3  %           66.4  %           64.6  %           1.8  %
    2018           65.0  %           63.6  %           1.4  %           66.8  %           63.5  %           3.3  %
    2019           66.9  %           63.9  %           3.0  %           67.9  %           64.2  %           3.7  %
    2020           67.8  %           63.3  %           4.5  %           68.3  %           63.6  %           4.7  %
    2021           63.6  %           66.3  %           -2.7  %           64.3  %           66.3  %           -2.0  %
    2022           58.9  %           67.3  %           -8.4  %           61.7  %           68.0  %           -6.3  %
    2023           62.9  %           66.8  %           -3.9  %           67.6  %           69.4  %           -1.8  %
    2024           64.5  %           66.3  %           -1.8  %           70.0  %           70.7  %           -0.7  %
    2025           65.4  %           65.4  %           0.0  %           71.5  %           71.5  %           0.0  %

    (1)   The forecasted collection rates presented for dealer loans and purchased loans reflect the Consumer Loan classification at the time of assignment. The forecasted collection rates represent the total forecasted collections we expect to collect on the Consumer Loans as a percentage of the repayments that we were contractually owed on the Consumer Loans at the time of assignment. Contractual repayments include both principal and interest. Forecasted collection rates are negatively impacted by canceled Consumer Loans as the contractual amount owed is not removed from the denominator for purposes of computing forecasted collection rates.

    The following table presents aggregate forecasted Consumer Loan collection rates, advance rates, and spreads (the forecasted collection rate less the advance rate) as of June 30, 2025 for dealer loans and purchased loans separately.  All amounts are presented as a percentage of the initial balance of the Consumer Loan (principal + interest).

        Dealer Loans   Purchased Loans
     Consumer Loan Assignment Year   Forecasted Collection % (1)   Advance % (1)(2)   Spread %   Forecasted Collection % (1)   Advance % (1)(2)   Spread %
    2016           63.1  %           42.1  %           21.0  %           66.1  %           48.6  %           17.5  %
    2017           64.1  %           42.1  %           22.0  %           66.4  %           45.8  %           20.6  %
    2018           65.0  %           42.7  %           22.3  %           66.8  %           45.2  %           21.6  %
    2019           66.9  %           43.1  %           23.8  %           67.9  %           45.6  %           22.3  %
    2020           67.8  %           43.0  %           24.8  %           68.3  %           45.5  %           22.8  %
    2021           63.6  %           45.1  %           18.5  %           64.3  %           47.7  %           16.6  %
    2022           58.9  %           46.4  %           12.5  %           61.7  %           50.1  %           11.6  %
    2023           62.9  %           44.8  %           18.1  %           67.6  %           49.8  %           17.8  %
    2024           64.5  %           44.1  %           20.4  %           70.0  %           48.9  %           21.1  %
    2025           65.4  %           43.1  %           22.3  %           71.5  %           50.3  %           21.2  %

    (1)   The forecasted collection rates and advance rates presented for dealer loans and purchased loans reflect the Consumer Loan classification at the time of assignment.
    (2)   Represents advances paid to dealers on Consumer Loans assigned under the portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under the purchase program as a percentage of the initial balance of the Consumer Loans.  Payments of dealer holdback and accelerated dealer holdback are not included.

    Although the advance rate on purchased loans is higher as compared to the advance rate on dealer loans, purchased loans do not require us to pay dealer holdback.

    The spread as of June 30, 2025 on 2025 dealer loans was 22.3%, as compared to a spread of 20.4% on 2024 dealer loans. The increase was primarily a result of Consumer Loan performance, as the performance of 2024 dealer loans has been lower than our initial estimates.

    The spread as of June 30, 2025 on 2025 purchased loans was 21.2%, as compared to a spread of 21.1% on 2024 purchased loans, reflecting the net impact of two offsetting factors. Consumer Loan performance increased the spread from 2024 to 2025, as the performance of 2024 purchased loans has been lower than our initial estimates. This impact of Consumer Loan performance was partially offset by the impact of a lower initial spread on 2025 purchased loans, due to the advance rate increasing by a greater margin than the initial forecast in our purchased loan portfolio.

    Consumer Loan Volume

    The following table summarizes changes in Consumer Loan assignment volume in each of the last eight quarters as compared to the same period in the previous year:

        Year over Year Percent Change
    Three Months Ended   Unit Volume   Dollar Volume (1)
    September 30, 2023           13.0  %           10.5  %
    December 31, 2023           26.7  %           21.3  %
    March 31, 2024           24.1  %           20.2  %
    June 30, 2024           20.9  %           16.3  %
    September 30, 2024           17.7  %           12.2  %
    December 31, 2024           0.3  %           -4.9  %
    March 31, 2025           -10.1  %           -15.5  %
    June 30, 2025           -14.6  %           -18.8  %

    (1)   Represents advances paid to dealers on Consumer Loans assigned under the portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under the purchase program.  Payments of dealer holdback and accelerated dealer holdback are not included.

    Consumer Loan assignment volumes depend on a number of factors including (1) the overall demand for our financing programs and (2) the amount of capital available to fund new loans. Our pricing strategy is intended to maximize the amount of economic profit we generate, within the confines of capital constraints.

    Unit and dollar volumes declined 14.6% and 18.8%, respectively, during the second quarter of 2025 as the number of active dealers declined 0.8% and the average unit volume per active dealer declined 14.0%. Dollar volume declined by more than unit volume during the second quarter of 2025 due to a decrease in the average advance paid, primarily resulting from a decrease in the average size of Consumer Loans assigned. Unit volume for the 28-day period ended July 28, 2025 decreased 19.4% compared to the same period in 2024.

    The following table summarizes the changes in Consumer Loan unit volume and active dealers:

      For the Three Months Ended June 30,    
      2025   2024   % Change
    Consumer Loan unit volume         85,486            100,057            -14.6  %
    Active dealers (1)         10,655            10,736            -0.8  %
    Average volume per active dealer         8.0            9.3            -14.0  %
               
    Consumer Loan unit volume from dealers active both periods         68,747            82,646            -16.8  %
    Dealers active both periods         6,876            6,876            —   
    Average volume per dealer active both periods         10.0            12.0            -16.8  %
               
    Consumer loan unit volume from dealers not active both periods         16,739            17,411            -3.9  %
    Dealers not active both periods         3,779            3,860            -2.1  %
    Average volume per dealer not active both periods         4.4            4.5            -2.2  %

    (1)   Active dealers are dealers who have received funding for at least one Consumer Loan during the period.

    The following table provides additional information on the changes in Consumer Loan unit volume and active dealers: 

      For the Three Months Ended June 30,    
      2025     2024     % Change
    Consumer Loan unit volume from new active dealers         3,216              3,820              -15.8  %
    New active dealers (1)         1,094              1,080              1.3  %
    Average volume per new active dealer         2.9              3.5              -17.1  %
               
    Attrition (2)         -17.4  %           -16.7  %    

    (1)   New active dealers are dealers who enrolled in our program and have received funding for their first dealer loan or purchased loan from us during the period.
    (2)   Attrition is measured according to the following formula:  decrease in Consumer Loan unit volume from dealers who have received funding for at least one dealer loan or purchased loan during the comparable period of the prior year but did not receive funding for any dealer loans or purchased loans during the current period divided by prior year comparable period Consumer Loan unit volume.

    The following table shows the percentage of Consumer Loans assigned to us as dealer loans and purchased loans for each of the last eight quarters:

        Unit Volume   Dollar Volume (1)
    Three Months Ended   Dealer Loans   Purchased Loans   Dealer Loans   Purchased Loans
    September 30, 2023           74.8  %           25.2  %           71.7  %           28.3  %
    December 31, 2023           77.2  %           22.8  %           75.0  %           25.0  %
    March 31, 2024           78.2  %           21.8  %           76.6  %           23.4  %
    June 30, 2024           78.5  %           21.5  %           77.3  %           22.7  %
    September 30, 2024           79.5  %           20.5  %           78.4  %           21.6  %
    December 31, 2024           78.7  %           21.3  %           77.7  %           22.3  %
    March 31, 2025           77.0  %           23.0  %           75.1  %           24.9  %
    June 30, 2025           71.6  %           28.4  %           68.3  %           31.7  %

    (1)   Represents advances paid to dealers on Consumer Loans assigned under the portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under the purchase program.  Payments of dealer holdback and accelerated dealer holdback are not included.

    As of both June 30, 2025 and December 31, 2024, the net dealer loans receivable balance was 72.3% of the total net loans receivable balance. In 2025, we expanded dealer access to the purchase program for Consumer Loans to consumers with higher credit ratings. The increase in the percentage of purchased loans in 2025 Consumer Loan assignment volume was primarily related to Consumer Loans assigned under this expanded dealer access.

    Financial Results

    (Dollars in millions, except per share data) For the Three Months Ended June 30,    
        2025     2024     % Change
    GAAP average debt $         6,583.8    $         5,818.2              13.2  %
    GAAP average shareholders’ equity           1,635.9              1,623.5              0.8  %
    Average capital $         8,219.7    $         7,441.7              10.5  %
    GAAP net income (loss) $         87.4    $         (47.1)             285.6  %
    Diluted weighted average shares outstanding   11,771,525      12,282,174              -4.2  %
    GAAP net income (loss) per diluted share $         7.42    $         (3.83)             293.7  %

    The increase in GAAP net income for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily a result of the following:

    • A decrease in provision for credit losses of 46.2% ($148.0 million), due to:
      • A decrease in provision for credit losses on forecast changes of $136.5 million, due to a smaller decline in Consumer Loan performance, which was primarily the result of a smaller downward forecast adjustment applied to our forecasting methodology during the second quarter of 2025 compared to the downward forecast adjustment applied in the second quarter of 2024. The implementation of the forecast adjustment during the second quarter of 2025 reduced forecasted net cash flows by $18.6 million, or 0.2%, and increased provision for credit losses by $16.5 million, whereas the implementation of the forecast adjustment during the second quarter of 2024 reduced forecasted net cash flows by $147.2 million, or 1.4%, and increased our provision for credit losses by $127.5 million.
      • A decrease in provision for credit losses on new Consumer Loan assignments of $11.5 million, primarily due to a 14.6% decrease in Consumer Loan assignment unit volume.
    • An increase in finance charges of 8.6% ($43.0 million), primarily due to an increase in the average balance of our loan portfolio.
    • A loss on sale of a building of $23.7 million recognized during the three months ended June 30, 2024.
    • An increase in interest expense of 13.0% ($13.6 million), primarily due to an increase in our average outstanding debt balance, primarily due to borrowings used to fund the growth of our loan portfolio and stock repurchases.
    • An increase in operating expenses of 25.0% ($31.1 million), primarily due to:
      • An increase in general and administrative expense of 94.8% ($22.0 million), primarily due to an increase in legal expenses, which included the recognition of a $23.4 million contingent loss during the second quarter of 2025 related to previously disclosed legal matters.
      • An increase in salaries and wages expense of 10.4% ($7.9 million), primarily due to increases in (i) the number of team members, as we are investing in our business with the goal of increasing the speed at which we enhance our product for dealers and consumers, and (ii) stock-based compensation expense, primarily due to equity awards granted to our executive officers and senior leaders.
    • An increase in provision for income taxes of 470.7% ($38.6 million), primarily due to an increase in pre-tax income.

    Adjusted financial results are provided to help shareholders understand our financial performance. The financial data below is non-GAAP, unless labeled otherwise. We use adjusted financial information internally to measure financial performance and to determine certain incentive compensation. We also use economic profit as a framework to evaluate business decisions and strategies, with the objective to maximize economic profit over the long term. In addition, certain debt facilities utilize adjusted financial information for the determination of loan collateral values and to measure financial covenants. The table below shows our results following adjustments to reflect non-GAAP accounting methods. Material adjustments are explained in the table footnotes and the subsequent “Floating Yield Adjustment” and “Senior Notes Adjustment” sections. Measures such as adjusted average capital, adjusted net income, adjusted net income per diluted share, adjusted interest expense (after-tax), adjusted net income plus adjusted interest expense (after-tax), adjusted return on capital, adjusted revenue, operating expenses, adjusted loans receivable, adjusted finance charges, adjusted average loans receivable, economic profit, and economic profit per diluted share are non-GAAP financial measures. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP.

    Adjusted financial results for the three months ended June 30, 2025, compared to the same period in 2024, include the following:

    (Dollars in millions, except per share data) For the Three Months Ended June 30,    
        2025       2024     % Change
    Adjusted average capital $         8,932.7      $         8,033.3              11.2  %
    Adjusted net income $         100.8      $         126.4              -20.3  %
    Adjusted interest expense (after-tax) $         88.6      $         80.5              10.1  %
    Adjusted net income plus adjusted interest expense (after-tax) $         189.4      $         206.9              -8.5  %
    Adjusted return on capital           8.5  %             10.3  %           -17.5  %
    Cost of capital           7.4  %             7.5  %           -1.3  %
    Economic profit $         24.4      $         56.2              -56.6  %
    Diluted weighted average shares outstanding   11,771,525        12,282,174              -4.2  %
    Adjusted net income per diluted share $         8.56      $         10.29              -16.8  %
    Economic profit per diluted share $         2.07      $         4.58              -54.8  %

    Economic profit decreased 56.6% for the three months ended June 30, 2025, as compared to the same period in 2024. Economic profit is a function of the return on capital in excess of the cost of capital and the amount of capital invested in the business. The following table summarizes the impact each of these components had on the changes in economic profit for the three months ended June 30, 2025, as compared to the same period in 2024:

    (In millions) Year over Year Change in Economic Profit
      For the Three Months Ended June 30, 2025
    Decrease in adjusted return on capital $         (40.6)  
    Decrease in cost of capital           2.5   
    Increase in adjusted average capital           6.3   
    Decrease in economic profit $         (31.8)  

    The decrease in economic profit for the three months ended June 30, 2025, as compared to the same period in 2024, was primarily a result of the following:

    • A decrease in our adjusted return on capital of 180 basis points, primarily due to:
      • A decrease in the yield used to recognize adjusted finance charges on our loan portfolio decreased our adjusted return on capital by 100 basis points, primarily due to both a decline in forecasted collection rates and slower forecasted net cash flow timing throughout 2024 and 2025. The slower forecasted net cash flow timing was primarily due to lower-than-expected Consumer Loan prepayments, which remain below historical averages.
      • An increase in operating expenses decreased our adjusted return on capital by 60 basis points as operating expenses increased by 25.0% while adjusted average capital increased by 11.2%. The increase in operating expenses was primarily due to an increase in legal expenses, which included the recognition of a $23.4 million contingent loss during the second quarter of 2025 related to previously disclosed legal matters.
      • An increase in our estimated long-term effective income tax rate decreased our adjusted return on capital by 20 basis points as the rate increased from 23% to 25% for the second quarter of 2025 and future periods. The increase in our long-term estimate was due to higher state and local income taxes in certain jurisdictions and lower excess tax benefits from stock-based compensation.
    • An increase in adjusted average capital of 11.2%, primarily due to an increase in the average balance of our loan portfolio.

    The following table shows adjusted revenue and operating expenses as a percentage of adjusted average capital, the adjusted return on capital, and the percentage change in adjusted average capital for each of the last eight quarters, compared to the same period in the prior year:

        For the Three Months Ended
        Jun. 30, 2025   Mar. 31, 2025   Dec. 31, 2024   Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023
    Adjusted finance charges as a percentage of adjusted average loans receivable (1)           17.0  %           16.7  %           16.5  %           16.4  %           17.8  %           17.6  %           17.9  %           18.5  %
    Adjusted revenue as a percentage of adjusted average capital (1)           18.3  %           18.0  %           18.4  %           18.2  %           19.6  %           19.8  %           20.2  %           20.7  %
    Operating expenses as a percentage of adjusted average capital (1)           7.0  %           6.1  %           5.6  %           6.2  %           6.2  %           6.7  %           6.3  %           6.3  %
    Adjusted return on capital (1)           8.5  %           9.2  %           9.8  %           9.3  %           10.3  %           10.1  %           10.6  %           11.1  %
    Percentage change in adjusted average capital compared to the same period in the prior year           11.2  %           18.3  %           19.3  %           19.4  %           17.6  %           14.6  %           11.5  %           8.8  %

    (1)   Annualized.

    The decrease in adjusted return on capital for the three months ended June 30, 2025, as compared to the three months ended March 31, 2025, was primarily due to faster growth in operating expenses, which decreased the adjusted return on capital by 70 basis points, as operating expenses increased by 14.8% while adjusted average capital grew 0.6%. The $20.0 million increase in operating expenses was primarily due to an increase in legal expenses, which included the recognition of a $23.4 million contingent loss during the second quarter of 2025 related to previously disclosed legal matters. The decrease was partially offset by an increase in the yield used to recognize adjusted finance charges on our loan portfolio, which increased our adjusted return on capital by 40 basis points, due to higher yields on more recent Consumer Loan assignments, partially offset by a decline in Consumer Loan performance in the first and second quarters of 2025.

    The following tables provide a reconciliation of non-GAAP measures to GAAP measures.  Certain amounts do not recalculate due to rounding.

    (Dollars in millions, except per share data)   For the Three Months Ended
        Jun. 30, 2025   Mar. 31, 2025   Dec. 31, 2024   Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023
    Adjusted net income                                
    GAAP net income (loss)   $         87.4      $         106.3      $         151.9      $         78.8      $         (47.1)     $         64.3      $         93.6      $         70.8   
    Floating yield adjustment (after-tax)             (117.1)               (118.9)               (116.8)               (115.1)               (96.1)               (92.4)               (83.9)               (76.4)  
    GAAP provision for credit losses (after-tax)             129.6                124.6                95.0                142.2                246.9                143.2                126.1                142.1   
    Loss on sale of building (after-tax) (1)             —                —                —                —                18.3                —                —                —   
    Senior notes adjustment (after-tax)             —                —                —                —                —                —                (2.6)               (0.5)  
    Income tax adjustment (2)             0.9                2.8                (4.1)               3.2                4.4                2.3                (4.1)               3.5   
    Adjusted net income   $         100.8      $         114.8      $         126.0      $         109.1      $         126.4      $         117.4      $         129.1      $         139.5   
                                     
    Adjusted net income per diluted share (3)   $         8.56       $         9.35      $         10.17      $         8.79      $         10.29      $         9.28      $         10.06      $         10.70   
    Diluted weighted average shares outstanding     11,771,525        12,279,446        12,388,072        12,415,143        12,282,174        12,646,529        12,837,181        13,039,638   
    Adjusted revenue                                
    GAAP total revenue   $         583.8      $         571.1      $         565.9      $         550.3      $         538.2      $         508.0      $         491.6      $         478.6   
    Floating yield adjustment             (156.0)               (154.5)               (151.8)               (149.4)               (124.8)               (120.0)               (108.9)               (99.3)  
    GAAP provision for claims             (19.8)               (16.1)               (17.7)               (18.5)               (20.3)               (17.0)               (16.6)               (16.5)  
    Adjusted revenue   $         408.0      $         400.5      $         396.4      $         382.4      $         393.1      $         371.0      $         366.1      $         362.8   
    Adjusted average capital                                
    GAAP average debt   $         6,583.8      $         6,398.3      $         6,202.5      $         6,071.1      $         5,818.2      $         5,306.8      $         4,986.3      $         4,831.4   
    Deferred debt issuance adjustment             —                —                —                —                —                —                20.9                24.5   
    Senior notes debt adjustment             —                —                —                —                —                —                2.8                3.4   
    Adjusted average debt             6,583.8                6,398.3                6,202.5                6,071.1                5,818.2                5,306.8                5,010.0                4,859.3   
    GAAP average shareholders’ equity             1,635.9                1,782.0                1,712.3                1,594.2                1,623.5                1,678.5                1,734.3                1,731.3   
    Senior notes equity adjustment             —                —                —                —                —                —                2.0                2.9   
    Income tax adjustment (4)             (100.5)               (118.5)               (118.5)               (118.5)               (118.5)               (118.5)               (118.5)               (118.5)  
    Floating yield adjustment             813.5                820.8                837.0                840.8                710.1                641.0                606.5                548.9   
    Adjusted average equity             2,348.9                2,484.3                2,430.8                2,316.5                2,215.1                2,201.0                2,224.3                2,164.6   
    Adjusted average capital   $         8,932.7      $         8,882.6      $         8,633.3      $         8,387.6      $         8,033.3      $         7,507.8      $         7,234.3      $         7,023.9   
    Adjusted revenue as a percentage of adjusted average capital (5)             18.3  %             18.0  %             18.4  %             18.2  %             19.6  %             19.8  %             20.2  %             20.7  %
    Adjusted loans receivable                                
    GAAP loans receivable, net   $         8,001.9      $         7,978.2      $         7,850.3      $         7,781.5      $         7,547.7      $         7,345.6      $         6,955.3      $         6,780.5   
    Floating yield adjustment             1,096.4                1,079.8                1,072.4                1,100.8                1,065.6                869.7                803.8                748.9   
    Adjusted loans receivable   $         9,098.3      $         9,058.0      $         8,922.7      $         8,882.3      $         8,613.3      $         8,215.3      $         7,759.1      $         7,529.4   
    Adjusted loan yield                                
    GAAP finance charges   $         540.7      $         526.7      $         518.2      $         507.6      $         497.7      $         469.2      $         451.6      $         441.7   
    Floating yield adjustment             (156.0)               (154.5)               (151.8)               (149.4)               (124.8)               (120.0)               (108.9)               (99.3)  
    Adjusted finance charges   $         384.7      $         372.2      $         366.4      $         358.2      $         372.9      $         349.2      $         342.7      $         342.4   
                                     
    GAAP average loans receivable, net   $         8,011.6      $         7,882.4      $         7,831.4      $         7,690.9      $         7,499.2      $         7,101.3      $         6,867.8      $         6,690.8   
    Average floating yield adjustment             1,064.1                1,048.9                1,071.4                1,072.2                903.2                819.7                775.6                701.0   
    Adjusted average loans receivable   $         9,075.7      $         8,931.3      $         8,902.8      $         8,763.1      $         8,402.4      $         7,921.0      $         7,643.4      $         7,391.8   
    Adjusted finance charges as a percentage of adjusted average loans receivable (5)             17.0  %             16.7  %             16.5  %             16.4  %             17.8  %             17.6  %             17.9  %             18.5  %

    (1)   The sale of one of our two office buildings in June 2024 resulted in a loss on the sale of the asset. As this transaction is both unusual and infrequent in nature, we applied this adjustment to remove the impact of the loss on sale of building from our adjusted net income.
    (2)   Adjustment to record taxes at our estimated long-term effective income tax rate. The adjustment for the three months ended June 30, 2025 is calculated using a 25% income tax rate, which is expected to be used for the remainder of 2025 and future periods. This rate represents an increase from 23%, which had been used to calculate after-tax adjustments since 2018, following the enactment in December 2017 of Public Law 115-97, commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”). The increase in our long-term estimate was due to higher state and local income taxes in certain jurisdictions and lower excess tax benefits from stock-based compensation.
    (3)   Net income per diluted share is computed independently for each of the quarters presented. Therefore, the sum of quarterly net income per diluted share information may not equal year-to-date net income per diluted share.
    (4)   The enactment of the 2017 Tax Act resulted in the reversal of provision for income taxes to reflect a new, lower federal statutory income tax rate. We began applying the income tax adjustment at that time to remove the impact of this reversal from adjusted average capital. As the enactment of Public Law 119-21 on July 4, 2025 made the lower federal statutory tax rate permanent, removing uncertainty on the future federal statutory income tax rate, we increased our estimated long-term effective income tax rate from 23% to 25% to reflect higher expected state and local income taxes in certain jurisdictions and lower excess tax benefits from stock-based compensation in future periods. We believe the income tax adjustment provides a more accurate reflection of the performance of our business as we are recognizing provision for income taxes at the applicable long-term effective tax rate for the period.
    (5)   Annualized.

    (Dollars in millions)   For the Three Months Ended
        Jun. 30, 2025   Mar. 31, 2025   Dec. 31, 2024   Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023
    Adjusted interest expense (after-tax)                                
    GAAP interest expense   $         118.1      $         114.7      $         111.3      $         111.2      $         104.5      $         92.5      $         78.8      $         70.5   
    Senior notes adjustment             —                —                —                —                —                —                3.5                0.7   
    Adjusted interest expense (pre-tax)             118.1                114.7                111.3                111.2                104.5                92.5                82.3                71.2   
    Adjustment to record tax effect (1)             (29.5)               (26.4)               (25.6)               (25.6)               (24.0)               (21.3)               (18.9)               (16.4)  
    Adjusted interest expense (after-tax)   $         88.6      $         88.3      $         85.7      $         85.6      $         80.5      $         71.2      $         63.4      $         54.8   
                                     
    Adjusted return on capital (2)                                
    Adjusted net income   $         100.8      $         114.8      $         126.0      $         109.1      $         126.4      $         117.4      $         129.1      $         139.5   
    Adjusted interest expense (after-tax)             88.6                88.3                85.7                85.6                80.5                71.2                63.4                54.8   
    Adjusted net income plus adjusted interest expense (after-tax)   $         189.4      $         203.1      $         211.7      $         194.7      $         206.9      $         188.6      $         192.5      $         194.3   
                                     
    Reconciliation of GAAP return on equity to adjusted return on capital (5)                                
    GAAP return on equity (3)             21.4  %             23.9  %             35.5  %             19.8  %             -11.6  %             15.3  %             21.6  %             16.4  %
    Non-GAAP adjustments             -29.9  %             -14.7  %             -25.7  %             -10.5  %             21.9  %             -5.2  %             -11.0  %             -5.3  %
    Adjusted return on capital (2)             8.5  %             9.2  %             9.8  %             9.3  %             10.3  %             10.1  %             10.6  %             11.1  %
                                     
    Economic profit                                
    Adjusted return on capital             8.5  %             9.2  %             9.8  %             9.3  %             10.3  %             10.1  %             10.6  %             11.1  %
    Cost of capital (4) (5)             7.4  %             7.6  %             7.4  %             7.3  %             7.5  %             7.3  %             7.6  %             7.1  %
    Adjusted return on capital in excess of cost of capital             1.1  %             1.6  %             2.4  %             2.0  %             2.8  %             2.8  %             3.0  %             4.0  %
    Adjusted average capital   $         8,932.7      $         8,882.6      $         8,633.3      $         8,387.6      $         8,033.3      $         7,507.8      $         7,234.3      $         7,023.9   
        Economic profit   $         24.4      $         35.3      $         51.3      $         41.4      $         56.2      $         51.4      $         55.9      $         69.1   
                                     
    Reconciliation of GAAP net income (loss) to economic profit                                
    GAAP net income (loss)   $         87.4      $         106.3      $         151.9      $         78.8      $         (47.1)     $         64.3      $         93.6      $         70.8   
    Non-GAAP adjustments             13.4                8.5                (25.9)               30.3                173.5                53.1                35.5                68.7   
    Adjusted net income             100.8                114.8                126.0                109.1                126.4                117.4                129.1                139.5   
    Adjusted interest expense (after-tax)             88.6                88.3                85.7                85.6                80.5                71.2                63.4                54.8   
    Adjusted net income plus adjusted interest expense (after-tax)             189.4                203.1                211.7                194.7                206.9                188.6                192.5                194.3   
    Less: cost of capital             165.0                167.8                160.4                153.3                150.7                137.2                136.6                125.2   
    Economic profit   $         24.4      $         35.3      $         51.3      $         41.4      $         56.2      $         51.4      $         55.9      $         69.1   
                                     
    Economic profit per diluted share (6)   $         2.07      $         2.87      $         4.14      $         3.33      $         4.58      $         4.06      $         4.35      $         5.30   
    Operating expenses as a percentage of adjusted average capital (5)             7.0  %             6.1  %             5.6  %             6.2  %             6.2  %             6.7  %             6.3  %             6.3  %
    Percentage change in adjusted average capital compared to the same period in the prior year             11.2  %             18.3  %             19.3  %             19.4  %             17.6  %             14.6  %             11.5  %             8.8  %

    (1)   Adjustment to record taxes at our estimated long-term effective income tax rate. The adjustment for the three months ended June 30, 2025 is calculated using a 25% income tax rate, which is expected to be used for the remainder of 2025 and future periods. This rate represents an increase from 23%, which had been used to calculate after-tax adjustments since 2018, following the enactment of the 2017 Tax Act. The increase in our long-term estimate was due to higher state and local income taxes in certain jurisdictions and lower excess tax benefits from stock-based compensation.
    (2)   Adjusted return on capital is defined as adjusted net income plus adjusted interest expense (after-tax) divided by adjusted average capital.
    (3)        Calculated by dividing GAAP net income (loss) by GAAP average shareholders’ equity.

    (4)   The cost of capital includes both a cost of equity and a cost of debt.  The cost of equity capital is determined based on a formula that considers the risk of the business and the risk associated with our use of debt.  The formula utilized for determining the cost of equity capital is as follows: (the average 30-year Treasury rate + 5%) + [(1 – tax rate) x (the average 30-year Treasury rate + 5% – pre-tax average cost of debt rate) x average debt/(average equity + average debt x tax rate)].  For the periods presented, the average 30-year Treasury rate and the adjusted pre-tax average cost of debt were as follows:

        For the Three Months Ended
        Jun. 30, 2025   Mar. 31, 2025   Dec. 31, 2024   Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023
    Average 30-year Treasury rate           4.8  %           4.7  %           4.4  %           4.3  %           4.6  %          4.3  %           4.7  %           4.2  %
    Pre-tax average cost of debt (5)           7.2  %           7.2  %           7.2  %           7.3  %           7.2  %           7.0  %           6.3  %           5.9  %

    (5)   Annualized.
    (6)   Economic profit per diluted share is computed independently for each of the quarters presented. Therefore, the sum of quarterly economic profit per diluted share information may not equal year-to-date economic profit per diluted share.

    Floating Yield Adjustment

    The net loan income (finance charge revenue less provision for credit losses expense) that we recognize over the life of a loan equals the cash we collect from the underlying Consumer Loan less the cash we pay to the dealer. We believe the economics of our business are best exhibited by recognizing loan revenue on a level-yield basis over the life of the loan based on expected future net cash flows. The purpose of this non-GAAP adjustment is to provide insight into our business by showing this level yield measure of income. Under GAAP, contractual amounts due in excess of the loan receivable balance at the time of assignment will be reflected as interest income, while contractual amounts due that are not expected to be collected are reflected in the provision for credit losses. Our non-GAAP floating yield adjustment recognizes the net effects of contractual interest income and expected credit losses in a single measure of finance charge revenue, consistent with how we manage our business. The floating yield adjustment recognizes revenue on a level-yield basis based upon expected future net cash flows, with any changes in expected future net cash flows, which are recognized immediately under GAAP as provision for credit losses, recognized over the remaining forecast period (up to 120 months after the origination date of the underlying Consumer Loans) for each individual dealer loan and purchased loan. The floating yield adjustment does not accelerate revenue recognition. Rather, it reduces revenue by taking amounts that are reported under GAAP as provision for credit losses and instead treating them as reductions of revenue over time.

    Under the GAAP methodology we employ, which is known as the current expected credit loss model, or CECL, we are required to recognize:

    • a significant provision for credit losses expense at the time of the loan’s assignment to us for contractual net cash flows we do not expect to realize; and
    • finance charge revenue in subsequent periods that is significantly in excess of our expected yield.

    Due to the GAAP treatment of contractual net cash flows we do not expect to realize at the time of loan assignment (i.e. significant expense at the time of loan assignment, which is offset by higher revenue in subsequent periods), we do not believe the GAAP methodology we employ provides sufficient transparency into the economics of our business, including our results of operations, financial condition, and financial leverage. Our floating yield adjustment enables us to provide measures of income that are not impacted by GAAP’s treatment of contractual net cash flows we do not expect to realize at the time of loan assignment. We believe the floating yield adjustment is presented in a manner which reflects both the economic reality of our business and how the business is managed and provides valuable supplemental information to help investors better understand our business, executive compensation, liquidity, and capital resources.

    Senior Notes Adjustment (applied in periods prior to December 31, 2023)

    This non-GAAP adjustment modifies our GAAP financial results to treat the issuance of certain senior notes as a refinancing of certain previously issued senior notes. Our historical adjusted financial information reflects application of the senior notes adjustment as described below in connection with (i) the issuance by us in 2014 of $300.0 million principal amount of 6.125% senior notes due 2021 (the “2021 senior notes”) and the related retirement of our 9.125% senior notes due 2017 (the “2017 senior notes”) and (ii) the issuance by us in 2019 of $400.0 million principal amount of 5.125% senior notes due 2024 (the “2024 senior notes”) and the related retirement of the 2021 senior notes and our 7.375% senior notes due 2023 (the “2023 senior notes”).

    We issued the 2024 senior notes on December 18, 2019. We used a portion of the net proceeds from the 2024 senior notes to repurchase or redeem all of the $300.0 million outstanding principal amount of the 2021 senior notes, of which $148.2 million was repurchased on December 18, 2019 and the remaining $151.8 million was redeemed on January 17, 2020. We used the remaining net proceeds from the 2024 senior notes, together with borrowings under our revolving credit facility, to redeem in full the $250.0 million outstanding principal amount of the 2023 senior notes on March 15, 2020. Under GAAP, the fourth quarter of 2019 included (i) a pre-tax loss on extinguishment of debt of $1.8 million related to the repurchase of 2021 senior notes in the fourth quarter of 2019 and the redemption of the remaining 2021 senior notes in the first quarter of 2020 and (ii) additional interest expense of $0.3 million on $160.0 million of additional outstanding debt caused by the one month lag from the issuance of the 2024 senior notes and repurchase of 2021 senior notes in the fourth quarter of 2019 to the redemption of the remaining 2021 senior notes in the first quarter of 2020. Under GAAP, the first quarter of 2020 included (i) a pre-tax loss on extinguishment of debt of $7.4 million related to the redemption of 2023 senior notes in the first quarter of 2020 and (ii) additional interest expense of $0.4 million on $160.0 million of additional outstanding debt caused by the one month lag from the issuance of the 2024 senior notes and repurchase of 2021 senior notes in the fourth quarter of 2019 to the redemption of the remaining 2021 senior notes in the first quarter of 2020.

    We issued the 2021 senior notes on January 22, 2014. On February 21, 2014, we used the net proceeds from the 2021 senior notes, together with borrowings under our revolving credit facilities, to redeem in full the $350.0 million outstanding principal amount of the 2017 senior notes. Under GAAP, the first quarter of 2014 included (i) a pre-tax loss on extinguishment of debt of $21.8 million related to the redemption of the 2017 senior notes in the first quarter of 2014 and (ii) additional interest expense of $1.4 million on $276.0 million of additional outstanding debt caused by the one month lag from the issuance of the 2021 senior notes to the redemption of the 2017 senior notes.

    Under our non-GAAP approach, the loss on extinguishment of debt and additional interest expense that were recognized for GAAP purposes were in each case deferred as debt issuance costs to be recognized ratably as interest expense over the term of the newly issued notes. In addition, for adjusted average capital purposes, the impact of additional outstanding debt related to the lag from the issuance of the new notes to the redemption of the previously issued notes was in each case deferred to be recognized ratably over the term of the newly issued notes. Upon the issuance of the 2024 senior notes in the fourth quarter of 2019, the outstanding unamortized balances of the non-GAAP adjustments related to the 2021 senior notes were deferred and were recognized ratably over the term of the 2024 senior notes, until the repurchase and redemption of the 2024 senior notes in December 2023.

    We believe the application of the senior notes adjustment as described above provides a more accurate reflection of the performance of our business, since we were recognizing the costs incurred with these transactions in a manner consistent with how we recognize the costs incurred when we periodically refinance our other debt facilities. We have determined not to apply the senior notes adjustments in connection with (i) the issuance by us in December 2023 of our 9.250% senior notes due 2028 and the related retirement of the 2024 senior notes or (ii) the issuance by us in February 2025 of our 6.625% senior notes due 2030 and the related retirement of the 2026 senior notes, because the adjustments would not be material.

    Cautionary Statement Regarding Forward-Looking Information

    We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements. Statements in this release that are not historical facts, such as those using terms like “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “assume,” “forecast,” “estimate,” “intend,” “plan,” “target,” or similar expressions, and those regarding our future results, plans, and objectives, are “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements represent our outlook only as of the date of this release. Actual results could differ materially from these forward-looking statements since the statements are based on our current expectations, which are subject to risks and uncertainties. Factors that might cause such a difference include, but are not limited to, the factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2025, and Item 1A in Part II of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the SEC on July 31, 2025, and other risk factors discussed herein or listed from time to time in our reports filed with the SEC and the following:

    Industry, Operational, and Macroeconomic Risks

    • Our inability to accurately forecast and estimate the amount and timing of future collections could have a material adverse effect on results of operations.
    • Due to competition from traditional financing sources and non-traditional lenders, we may not be able to compete successfully.
    • Adverse changes in economic conditions, the automobile or finance industries, or the non-prime consumer market could adversely affect our financial position, liquidity, and results of operations, the ability of key vendors that we depend on to supply us with services, and our ability to enter into future financing transactions.
    • Reliance on third parties to administer our ancillary product offerings could adversely affect our business and financial results.
    • We are dependent on our senior management, and the loss of any of these individuals or an inability to hire additional team members could adversely affect our ability to operate profitably.
    • Our reputation is a key asset to our business, and our business may be affected by how we are perceived in the marketplace.
    • An outbreak of contagious disease or other public health emergency could materially and adversely affect our business, financial condition, liquidity, and results of operations.
    • The concentration in several states of automobile dealers who participate in our programs could adversely affect us.
    • Reliance on our outsourced business functions could adversely affect our business.
    • Our ability to hire and retain foreign engineering personnel could be hindered by immigration restrictions.
    • We may be unable to execute our business strategy due to current economic conditions.
    • Natural disasters, climate change, military conflicts, acts of war, terrorist attacks and threats, or the escalation of military activity in response to terrorist attacks or otherwise may negatively affect our business, financial condition, and results of operations.
    • Governmental or market responses to climate change and related environmental issues could have a material adverse effect on our business.
    • A small number of our shareholders have the ability to significantly influence matters requiring shareholder approval and such shareholders have interests which may conflict with the interests of our other security holders.

    Capital and Liquidity Risks

    • We may be unable to continue to access or renew funding sources and obtain capital needed to maintain and grow our business.
    • The terms of our debt limit how we conduct our business.
    • A violation of the terms of our asset-backed secured financings or revolving secured warehouse facilities could have a material adverse impact on our operations.
    • Our substantial debt could negatively impact our business, prevent us from satisfying our debt obligations, and adversely affect our financial condition.
    • We may not be able to generate sufficient cash flows to service our outstanding debt and fund operations and may be forced to take other actions to satisfy our obligations under such debt.
    • Interest rate fluctuations may adversely affect our borrowing costs, profitability, and liquidity.
    • Reduction in our credit rating could increase the cost of our funding from, and restrict our access to, the capital markets and adversely affect our liquidity, financial condition, and results of operations.
    • We may incur substantially more debt and other liabilities. This could exacerbate further the risks associated with our current debt levels.
    • The conditions of the U.S. and international capital markets may adversely affect lenders with which we have relationships, causing us to incur additional costs and reducing our sources of liquidity, which may adversely affect our financial position, liquidity, and results of operations.

    Technology and Cybersecurity Risks

    • Our dependence on technology could have a material adverse effect on our business.
    • We depend on secure information technology, and a breach of our systems or those of our third-party service providers could result in our experiencing significant financial, legal, and reputational exposure and could materially adversely affect our business, financial condition, and results of operations.
    • Our use of electronic contracts could impact our ability to perfect our ownership or security interest in Consumer Loans.
    • Failure to properly safeguard our proprietary business information or confidential consumer and team member personal information could subject us to liability, decrease our profitability, and damage our reputation.
    • The development and use of artificial intelligence presents risks and challenges that may adversely impact our business.

    Legal and Regulatory Risks

    • Litigation we are involved in from time to time may adversely affect our financial condition, results of operations, and cash flows.
    • Changes in tax laws and the resolution of uncertain income tax matters could have a material adverse effect on our results of operations and cash flows from operations.
    • The regulations to which we are or may become subject could result in a material adverse effect on our business.

    Other factors not currently anticipated by management may also materially and adversely affect our business, financial condition, and results of operations. We do not undertake, and expressly disclaim any obligation, to update or alter our statements, whether as a result of new information or future events or otherwise, except as required by applicable law.

    Webcast Details

    We will host a webcast on July 31, 2025 at 5:00 p.m. Eastern Time to discuss our second quarter results. The webcast can be accessed live by visiting the “Investor Relations” section of our website at ir.creditacceptance.com or by telephone as described below. Only persons accessing the webcast by telephone will be able to pose questions to the presenters during the webcast. A replay and transcript of the webcast will be archived in the “Investor Relations” section of our website. 

    To participate in the webcast by telephone, you must pre-register at https://register.vevent.com/register/BIdf2e1302737241fd92014eec2b76a62f, or through the link posted on the “Investor Relations” section of our website at ir.creditacceptance.com. Upon registration you will be provided with the dial-in number and a unique PIN to access the webcast by telephone.

    Description of Credit Acceptance Corporation

    We make vehicle ownership possible by providing innovative financing solutions that enable automobile dealers to sell vehicles to consumers regardless of their credit history. Our financing programs are offered through a nationwide network of automobile dealers who benefit from sales of vehicles to consumers who otherwise could not obtain financing; from repeat and referral sales generated by these same customers; and from sales to customers responding to advertisements for our financing programs, but who actually end up qualifying for traditional financing.

    Without our financing programs, consumers are often unable to purchase vehicles or they purchase unreliable ones. Further, as we report to the three national credit reporting agencies, an important ancillary benefit of our programs is that we provide consumers with an opportunity to improve their lives by improving their credit score and move on to more traditional sources of financing. Credit Acceptance is publicly traded on the Nasdaq Stock Market under the symbol CACC. For more information, visit creditacceptance.com.

    CREDIT ACCEPTANCE CORPORATION
    CONSOLIDATED STATEMENTS OF INCOME
    (UNAUDITED)
            

    (Dollars in millions, except per share data) For the Three Months Ended June 30,
        2025     2024  
    Revenue:      
    Finance charges $         540.7    $         497.7   
    Premiums earned           24.1              24.3   
    Other income           19.0              16.2   
    Total revenue           583.8              538.2   
    Costs and expenses:      
    Salaries and wages           83.7              75.8   
    General and administrative           45.2              23.2   
    Sales and marketing           26.6              25.4   
    Total operating expenses           155.5              124.4   
           
    Provision for credit losses on forecast changes           101.3              237.8   
    Provision for credit losses on new Consumer Loan assignments           71.3              82.8   
    Total provision for credit losses           172.6              320.6   
           
    Interest           118.1              104.5   
    Provision for claims           19.8              20.3   
    Loss on sale of building           —              23.7   
    Total costs and expenses           466.0              593.5   
           Income (loss) before provision for income taxes           117.8              (55.3)  
    Provision (benefit) for income taxes           30.4              (8.2)  
           Net income (loss) $         87.4    $         (47.1)  
           
    Net income (loss) per share:      
    Basic $         7.55    $         (3.83)  
    Diluted $         7.42    $         (3.83)  
           
    Weighted average shares outstanding:      
    Basic           11,574,018              12,282,174   
    Diluted           11,771,525              12,282,174   

    CREDIT ACCEPTANCE CORPORATION
    CONSOLIDATED BALANCE SHEETS
    (UNAUDITED)

    (Dollars in millions, except per share data) As of
      June 30, 2025   December 31, 2024
    ASSETS:      
    Cash and cash equivalents $         70.0      $         343.7   
    Restricted cash and cash equivalents           493.8                501.3   
    Restricted securities available for sale           107.1                106.4   
           
    Loans receivable           11,563.0                11,289.1   
    Allowance for credit losses           (3,561.1)               (3,438.8)  
    Loans receivable, net           8,001.9                7,850.3   
           
    Property and equipment, net           13.2                14.7   
    Income taxes receivable           9.4                4.2   
    Other assets           29.2                34.0   
    Total assets $         8,724.6      $         8,854.6   
           
    LIABILITIES AND SHAREHOLDERS’ EQUITY:      
    Liabilities:      
    Accounts payable and accrued liabilities $         378.8      $         315.8   
    Revolving secured lines of credit           1.5                0.1   
    Secured financing           5,383.3                5,361.5   
    Senior notes           1,086.4                991.3   
    Deferred income taxes, net           306.1                319.1   
    Income taxes payable           13.8                117.2   
    Total liabilities           7,169.9                7,105.0   
           
    Shareholders’ Equity:      
    Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued           —                —   
    Common stock, $.01 par value, 80,000,000 shares authorized, 11,237,396 and 12,048,151 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively           0.1                0.1   
    Paid-in capital           369.3                335.1   
    Retained earnings           1,184.3                1,414.7   
    Accumulated other comprehensive income (loss)           1.0                (0.3)  
    Total shareholders’ equity           1,554.7                1,749.6   
    Total liabilities and shareholders’ equity $         8,724.6      $         8,854.6   

    The MIL Network –

    August 5, 2025
  • MIL-OSI: Silvercrest Asset Management Group Inc. Reports Q2 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, July 31, 2025 (GLOBE NEWSWIRE) — Silvercrest Asset Management Group Inc. (NASDAQ: SAMG) (the “Company” or “Silvercrest”) today reported the results of its operations for the quarter ended June 30, 2025.

    Business Update

    Discretionary assets under management (“AUM”) increased $1.0 billion during the second quarter, primarily due to strong markets. While net flows were negative, Silvercrest added $80.0 million in organic new client accounts and has added $0.5 billion in new client accounts during the first half of 2025. That is on pace to be one of the stronger levels of organic new client flows over the past several years. Silvercrest has added approximately $2.0 billion in organic new client accounts over the past four quarters.

    Discretionary AUM, which drives revenue, now stands at $23.7 billion, which is a 4.4% sequential quarterly increase and an increase of 9.7% year-over-year. Total AUM at the end of the second quarter hit a new high for the firm at $36.7 billion.

    Barring short-term market volatility, the increase in AUM bodes well for future revenue, as Silvercrest primarily bills quarterly in advance. Silvercrest’s strategic investments continue to promote growth, and our earnings and Adjusted EBITDA1 reflect a concerted effort to invest capital to support our long-term strategic priorities. We remain highly optimistic about securing more significant organic flows over the course of 2025 and 2026, as our investments bear fruit.

    Our strategic initiatives highlight Silvercrest in both the institutional and wealth markets. The firm continues to invest in talent across the firm to drive new growth and successfully transition the business toward the next generation. Our new business pipeline remains robust.

    As previously discussed, Silvercrest will continue to monitor and adjust our interim compensation ratio to match important investments in the business as long as we have compelling opportunities to grow the firm and build our return on invested capital.

    We completed a $12.0 million stock repurchase program at the beginning of the second quarter. As a result, we announced a new buyback program of $25.0 million on May 23, 2025. Our strong balance sheet supports ongoing capital returns as well as our growth initiatives. 

    We will continue to look for opportunities to return capital to or accrete shareholders, especially as we invest in the business.

    On July 30, 2025, the Company’s Board of Directors approved an increase of 5% to the Company’s quarterly dividend, from $0.20 per share of Class A common stock to $0.21 per share of Class A common stock.  The dividend will be paid on or about September 19, 2025 to stockholders of record as of the close of business on September 12, 2025.

    Second Quarter 2025 Highlights

    • Total AUM of $36.7 billion, inclusive of discretionary AUM of $23.7 billion and non-discretionary AUM of $13.0 billion, at June 30, 2025.
    • Revenue of $30.7 million.
    • U.S. Generally Accepted Accounting Principles (“GAAP”) consolidated net income and net income attributable to Silvercrest of $3.1 million and $1.9 million, respectively.
    • Basic and diluted net income per share of $0.21.
    • Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)1 of $5.7 million.
    • Adjusted net income1 of $3.3 million.
    • Adjusted basic and diluted earnings per share1,2 of $0.26 and $0.25, respectively.

    The table below presents a comparison of certain GAAP and non-GAAP (“Adjusted”) financial measures and AUM.

        For the Three Months
    Ended June 30,
        For the Six Months
    Ended June 30,
     
    (in thousands except as indicated)   2025     2024     2025     2024  
    Revenue   $ 30,673     $ 30,993     $ 62,065     $ 61,265  
    Income before other income (expense), net   $ 4,041     $ 5,309     $ 8,878     $ 11,213  
    Net income   $ 3,149     $ 4,380     $ 7,077     $ 9,295  
    Net income margin     10.3 %     14.1 %     11.4 %     15.2 %
    Net income attributable to Silvercrest   $ 1,918     $ 2,665     $ 4,387     $ 5,665  
    Net income per basic share   $ 0.21     $ 0.28     $ 0.47     $ 0.60  
    Net income per diluted share   $ 0.21     $ 0.28     $ 0.47     $ 0.60  
    Adjusted EBITDA1   $ 5,735     $ 7,232     $ 12,232     $ 14,685  
    Adjusted EBITDA Margin1     18.7 %     23.3 %     19.7 %     24.0 %
    Adjusted net income1   $ 3,258     $ 4,402     $ 7,152     $ 9,121  
    Adjusted basic earnings per share1, 2   $ 0.26     $ 0.31     $ 0.57     $ 0.65  
    Adjusted diluted earnings per share1, 2   $ 0.25     $ 0.30     $ 0.54     $ 0.63  
    Assets under management at period end (billions)   $ 36.7     $ 33.4     $ 36.7     $ 33.4  
    Average assets under management (billions)3   $ 36.0     $ 34.0     $ 36.6     $ 33.4  
    Discretionary assets under management (billions)   $ 23.7     $ 21.6     $ 23.7     $ 21.6  
    1 Adjusted measures are non-GAAP measures and are explained and reconciled to the comparable GAAP measures in Exhibits 2 and 3.
    2 Adjusted basic and diluted earnings per share measures for the three and six months ended June 30, 2025 are based on the number of shares of Class A common stock and Class B common stock outstanding as of June 30, 2025. Adjusted diluted earnings per share are further based on the addition of unvested restricted stock units and non-qualified stock options to the extent dilutive at the end of the reporting period.
    3 We have computed average AUM by averaging AUM at the beginning of the applicable period and AUM at the end of the applicable period.
       

    AUM at $36.7 Billion

    Silvercrest’s discretionary AUM increased by $2.1 billion, or 9.7%, to $23.7 billion at June 30, 2025, from $21.6 billion at June 30, 2024. Silvercrest’s total AUM increased by $3.3 billion, or 9.9%, to $36.7 billion at June 30, 2025, from $33.4 billion at June 30, 2024. The increase in total AUM was attributable to market appreciation of $2.8 billion and net client inflows of $0.5 billion.

    Silvercrest’s discretionary assets under management increased by $1.0 billion, or 4.4%, to $23.7 billion at June 30, 2025, from $22.7 billion at March 31, 2025. The increase was attributable to market appreciation of $1.4 billion partially offset by net client outflows of $0.4 billion. Silvercrest’s total AUM increased by $1.4 billion, or 4.0%, to $36.7 billion at June 30, 2025, from $35.3 billion at March 31, 2025. The increase was attributable to market appreciation of $1.8 billion partially offset by net client outflows of $0.4 billion.

    Second Quarter 2025 vs. Second Quarter 2024

    Revenue decreased by $0.3 million, or 1.0%, to $30.7 million for the three months ended June 30, 2025, from $31.0 million for the three months ended June 30, 2024. This decrease was driven by a decrease in the average annual management fee rate.

    Total expenses increased by $0.9 million, or 3.7%, to $26.6 million for the three months ended June 30, 2025, from $25.7 million for the three months ended June 30, 2024. Compensation and benefits expense increased by $0.3 million, or 1.7%, to $18.8 million for the three months ended June 30, 2025 from $18.5 million for the three months ended June 30, 2024. The increase was primarily attributable to an increase in salaries and benefits of $1.2 million primarily as a result of merit-based increases and newly-hired staff, partially offset by decreases in the accrual for bonuses of $0.8 million and equity-based compensation of $0.1 million. General and administrative expenses increased by $0.6 million, or 8.8%, to $7.8 million for the three months ended June 30, 2025 from $7.2 million for the three months ended June 30, 2024. This was primarily attributable to increases in professional fees of $0.2 million, occupancy and related costs of $0.1 million primarily related to new office space in Singapore, marketing and advertising costs of $0.1 million, shareholder expenses of $0.1 million and travel and entertainment expenses of $0.1 million.

    Consolidated net income was $3.1 million, or 10.3% of revenue, for the three months ended June 30, 2025, as compared to consolidated net income of $4.4 million, or 14.1% of revenue, for the same period in the prior year. Net income attributable to Silvercrest was $1.9 million, or $0.21 per basic and diluted share, for the three months ended June 30, 2025. Our adjusted net income1 was $3.3 million, or $0.26 per adjusted basic share and $0.25 per adjusted diluted share2, for the three months ended June 30, 2025.

    Adjusted EBITDA1 was $5.7 million, or 18.7% of revenue, for the three months ended June 30, 2025, as compared to $7.2 million, or 23.3% of revenue, for the same period in the prior year.

    Six Months Ended June 30, 2025 vs. Six Months Ended June 30, 2024

    Revenue increased by $0.8 million, or 1.3%, to $62.1 million for the six months ended June 30, 2025, from $61.3 million for the six months ended June 30, 2024. This increase was driven by market appreciation partially offset by net client outflows.

    Total expenses increased by $3.1 million, or 6.3%, to $53.2 million for the six months ended June 30, 2025, from $50.1 million for the six months ended June 30, 2024. Compensation and benefits expense increased by $1.5 million, or 4.2%, to $37.7 million for the six months ended June 30, 2025, from $36.2 million for the six months ended June 30, 2024. The increase was primarily attributable to an increase in salaries and benefits of $2.7 million primarily as a result of merit-based increases and newly-hired staff, partially offset by decreases in the accrual for bonuses of $1.1 million and severance expense of $0.1 million.  General and administrative expenses increased by $1.6 million, or 11.6%, to $15.5 million for the six months ended June 30, 2025, from $13.9 million for the six months ended June 30, 2024. This was primarily attributable to increases in professional fees of $0.6 million, occupancy and related costs of $0.1 million primarily related to new office space in Singapore, portfolio and systems expense of $0.3 million, shareholder expenses of $0.1 million, marketing and advertising costs of $0.1 million, office expenses of $0.1 million, sub-advisory and referral fees of $0.1 million and travel and entertainment expenses of $0.2 million.

    Consolidated net income was $7.1 million, or 11.4% of revenue, for the six months ended June 30, 2025, as compared to consolidated net income of $9.3 million, or 15.2% of revenue, for the same period in the prior year.  Net income attributable to Silvercrest was $4.4 million, or $0.47 per basic share and diluted share for the six months ended June 30, 2025.  Our adjusted net income1 was $7.2 million, or $0.57 per adjusted basic share and $0.54 per adjusted diluted share2 for the six months ended June 30, 2025.

    Adjusted EBITDA1 was $12.2 million, or 19.7% of revenue, for the six months ended June 30, 2025, as compared to $14.7 million, or 24.0% of revenue, for the same period in the prior year.

    Liquidity and Capital Resources

    Cash and cash equivalents were $30.0 million at June 30, 2025, compared to $68.6 million at December 31, 2024. As of June 30, 2025, there was nothing outstanding under our term loan with City National Bank and nothing outstanding on our revolving credit facility with City National Bank.

    Silvercrest Asset Management Group Inc.’s total equity was $100.0 million at June 30, 2025. We had 8,501,241 shares of Class A common stock outstanding and 4,126,476 shares of Class B common stock outstanding at June 30, 2025.

    Non-GAAP Financial Measures

    To provide investors with additional insight, promote transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making, we supplement our consolidated financial statements presented on a basis consistent with GAAP with Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Earnings Per Share, which are non-GAAP financial measures of earnings. These adjustments, and the non-GAAP financial measures that are derived from them, provide supplemental information to analyze our operations between periods and over time. Investors should consider our non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.

    • EBITDA represents net income before provision for income taxes, interest income, interest expense, depreciation and amortization.
    • We define Adjusted EBITDA as EBITDA without giving effect to the Delaware franchise tax, professional fees associated with acquisitions or financing transactions, gains on extinguishment of debt or other obligations related to acquisitions, impairment charges and losses on disposals or abandonment of assets and leaseholds, client reimbursements and fund redemption costs, severance and other similar expenses, but including partner incentive allocations, prior to our initial public offering, as an expense. We believe that it is important to management and investors to supplement our consolidated financial statements presented on a GAAP basis with Adjusted EBITDA, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring earnings of the Company, taking into account earnings attributable to both Class A and Class B stockholders.
    • Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenue. We believe that it is important to management and investors to supplement our consolidated financial statements presented on a GAAP basis with Adjusted EBITDA Margin, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring profitability of the Company, taking into account profitability attributable to both Class A and Class B stockholders.
    • Adjusted Net Income represents recurring net income without giving effect to professional fees associated with acquisitions or financing transactions, losses on forgiveness of notes receivable from our partners, gains on extinguishment of debt or other obligations related to acquisitions, impairment charges and losses on disposals or abandonment of assets and leaseholds, client reimbursements and fund redemption costs, severance and other similar expenses. Furthermore, Adjusted Net Income includes income tax expense assuming a blended corporate rate of 26%. We believe that it is important to management and investors to supplement our consolidated financial statements presented on a GAAP basis with Adjusted Net Income, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring income of the Company, taking into account income attributable to both Class A and Class B stockholders.
    • Adjusted Earnings Per Share represents Adjusted Net Income divided by the actual Class A and Class B shares outstanding as of the end of the reporting period for basic Adjusted Earnings Per Share, and to the extent dilutive, we add unvested restricted stock units and non-qualified stock options to the total shares outstanding to compute diluted Adjusted Earnings Per Share. As a result of our structure, which includes a non-controlling interest, we believe that it is important to management and investors to supplement our consolidated financial statements presented on a GAAP basis with Adjusted Earnings Per Share, a non-GAAP financial measure of earnings, as this measure provides a perspective of recurring earnings per share of the Company as a whole as opposed to being limited to our Class A common stock.

    Conference Call

    The Company will host a conference call on August 1, 2025, at 8:30 am (Eastern Time) to discuss these results. Hosting the call will be Richard R. Hough III, Chief Executive Officer and President, and Scott A. Gerard, Chief Financial Officer. Listeners may access the call by dialing 1-844-836-8743 or for international listeners the call may be accessed by dialing 1-412-317-5723. A live, listen-only webcast will also be available via the investor relations section of www.silvercrestgroup.com. An archived replay of the call will be available after the completion of the live call on the Investor Relations page of the Silvercrest website at http://ir.silvercrestgroup.com/. 

    Forward-Looking Statements

    This release contains, and from time to time our management may make, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and assumptions. These statements are only predictions based on our current expectations and projections about future events. Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those indicated by such forward-looking statements include, but are not limited to: incurrence of net losses; fluctuations in quarterly and annual results; adverse economic or market conditions; our expectations with respect to future levels of assets under management, inflows and outflows; our ability to retain clients; our ability to maintain our fee structure; our particular choices with regard to investment strategies employed; our ability to hire and retain qualified investment professionals; the cost of complying with current and future regulation coupled with the cost of defending ourselves from related investigations or litigation; failure of our operational safeguards against breaches in data security, privacy, conflicts of interest or employee misconduct; our expected tax rate; our expectations with respect to deferred tax assets, adverse economic or market conditions; incurrence of net losses; adverse effects of management focusing on implementation of a growth strategy; failure to develop and maintain the Silvercrest brand; and other factors disclosed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2024, which is accessible on the U.S. Securities and Exchange Commission’s website at www.sec.gov. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

    About Silvercrest

    Silvercrest was founded in April 2002 as an independent, employee-owned registered investment adviser. With offices in New York, Boston, Virginia, New Jersey, California and Wisconsin, Silvercrest provides traditional and alternative investment advisory and family office services to wealthy families and select institutional investors.

    Silvercrest Asset Management Group Inc.

    Contact: Richard Hough
    212-649-0601
    rhough@silvercrestgroup.com

    Exhibit 1

    Silvercrest Asset Management Group Inc.
    Condensed Consolidated Statements of Operations
    (Unaudited and in thousands, except share and per share amounts or as noted)
                 
        For the Three Months
    Ended June 30,
        For the Six Months
    Ended June 30,
     
        2025     2024     2025     2024  
                             
    Revenue                        
    Management and advisory fees   $ 29,515     $ 29,900     $ 59,783     $ 59,065  
    Family office services     1,158       1,093       2,282       2,200  
    Total revenue     30,673       30,993       62,065       61,265  
    Expenses                        
    Compensation and benefits     18,805       18,493       37,686       36,162  
    General and administrative     7,827       7,191       15,501       13,890  
    Total expenses     26,632       25,684       53,187       50,052  
    Income before other (expense) income, net     4,041       5,309       8,878       11,213  
    Other (expense) income, net                        
    Other (expense) income, net     20       7       27       15  
    Interest income     163       289       436       636  
    Interest expense     (15 )     (29 )     (30 )     (80 )
    Total other (expense) income, net     168       267       433       571  
    Income before provision for income taxes     4,209       5,576       9,311       11,784  
    Provision for income taxes     (1,060 )     (1,196 )     (2,234 )     (2,489 )
    Net income     3,149       4,380       7,077       9,295  
    Less: net income attributable to non-controlling interests     (1,231 )     (1,715 )     (2,690 )     (3,630 )
    Net income attributable to Silvercrest   $ 1,918     $ 2,665     $ 4,387     $ 5,665  
    Net income per share:                        
    Basic   $ 0.21     $ 0.28     $ 0.47     $ 0.60  
    Diluted   $ 0.21     $ 0.28     $ 0.47     $ 0.60  
    Weighted average shares outstanding:                        
    Basic     9,095,966       9,509,711       9,337,530       9,494,869  
    Diluted     9,124,278       9,547,879       9,370,217       9,531,730  
                                     

    Exhibit 2

    Silvercrest Asset Management Group Inc.
    Reconciliation of GAAP to non-GAAP (“Adjusted”) Adjusted EBITDA Measure
    (Unaudited and in thousands, except share and per share amounts or as noted)
                 
    Adjusted EBITDA   For the Three Months
    Ended June 30,
        For the Six Months
    Ended June 30,
     
        2025     2024     2025     2024  
    Reconciliation of non-GAAP financial measure:                        
    Net income   $ 3,149     $ 4,380     $ 7,077     $ 9,295  
    Provision for income taxes     1,060       1,196       2,234       2,489  
    Delaware Franchise Tax     50       50       100       100  
    Interest expense     15       29       30       80  
    Interest income     (163 )     (289 )     (436 )     (636 )
    Depreciation and amortization     1,079       1,058       2,118       2,077  
    Equity-based compensation     401       485       855       839  
    Other adjustments (A)     144       323       254       441  
    Adjusted EBITDA   $ 5,735     $ 7,232     $ 12,232     $ 14,685  
    Adjusted EBITDA Margin     18.7 %     23.3 %     19.7 %     24.0 %
                                     

    (A) Other adjustments consist of the following:

        Three Months Ended
    June 30,
        Six Months Ended
    June 30,
     
        2025     2024     2025     2024  
    Severance   $ —     $ —     $ —     $ 60  
    Other (a)     144       323       254       381  
    Total other adjustments   $ 144     $ 323     $ 254     $ 441  
                                     
    (a) For the three months ended June 30, 2025, represents an ASC 842 rent adjustment of $48 related to the amortization of property lease incentives, legal fees of $84 related to our application for licensure in the European Union (the “EU”) and rent expense of $12.  For the six months ended June 30, 2025, represents an ASC 842 rent adjustment of $96 related to the amortization of property lease incentives, legal fees of $84 related to our application for licensure in the EU, sign-on bonuses paid to certain employees of $62 and rent expense of $12.  For the three months ended June 30, 2024, represents a fair value adjustment to the Neosho contingent purchase price consideration of $12, an ASC 842 rent adjustment of $48 related to the amortization of property lease incentives, sign on bonuses paid to certain employees of $188, professional fees of $26 related to a transfer pricing project, legal fees of $46 and software implementation costs of $3.  For the six months ended June 30, 2024, represents a fair value adjustment to the Neosho contingent purchase price consideration of $12, an ASC 842 rent adjustment of $96 related to the amortization of property lease incentives, sign on bonuses paid to certain employees of $188, professional fees of $26 related to a transfer pricing project, legal fees of $46 and software implementation costs of $13.
       

    Exhibit 3

    Silvercrest Asset Management Group Inc.
    Reconciliation of GAAP to non-GAAP (“Adjusted”)
    Adjusted Net Income and Adjusted Earnings Per Share Measures
    (Unaudited and in thousands, except per share amounts or as noted)
                 
    Adjusted Net Income and Adjusted Earnings Per Share   Three Months Ended
    June 30,
        Six Months Ended
    June 30,
     
        2025     2024     2025     2024  
    Reconciliation of non-GAAP financial measure:                        
    Net income   $ 3,149     $ 4,380     $ 7,077     $ 9,295  
    Consolidated GAAP Provision for income taxes     1,060       1,196       2,234       2,489  
    Delaware Franchise Tax     50       50       100       100  
    Other adjustments (A)     144       323       254       441  
    Adjusted earnings before provision for income taxes     4,403       5,949       9,665       12,325  
    Adjusted provision for income taxes:                        
    Adjusted provision for income taxes (26% assumed tax rate)     (1,145 )     (1,547 )     (2,513 )     (3,205 )
                             
    Adjusted net income   $ 3,258     $ 4,402     $ 7,152     $ 9,121  
                             
    GAAP net income per share (B):                        
    Basic   $ 0.21     $ 0.28     $ 0.47     $ 0.60  
    Diluted   $ 0.21     $ 0.28     $ 0.47     $ 0.60  
                             
    Adjusted earnings per share/unit (B):                        
    Basic   $ 0.26     $ 0.31     $ 0.57     $ 0.65  
    Diluted   $ 0.25     $ 0.30     $ 0.54     $ 0.63  
                             
    Shares/units outstanding:                        
    Basic Class A shares outstanding     8,501       9,547       8,501       9,547  
    Basic Class B shares/units outstanding     4,127       4,443       4,127       4,443  
    Total basic shares/units outstanding     12,628       13,990       12,628       13,990  
                             
    Diluted Class A shares outstanding (C)     8,525       9,586       8,525       9,586  
    Diluted Class B shares/units outstanding (D)     4,630       5,038       4,630       5,038  
    Total diluted shares/units outstanding     13,155       14,624       13,155       14,624  
      (A) See A in Exhibit 2.   
      (B) GAAP earnings per share is strictly attributable to Class A stockholders. Adjusted earnings per share takes into account earnings attributable to both Class A and Class B stockholders.
      (C) Includes 23,426 and 38,936 unvested restricted stock units at June 30, 2025 and 2024, respectively.
      (D) Includes 137,100 and 228,118 unvested restricted stock units at June 30, 2025 and 2024, respectively, and 366,293 unvested non-qualified options at June 30, 2025 and 2024.
         

    Exhibit 4

    Silvercrest Asset Management Group Inc.
    Condensed Consolidated Statements of Financial Condition
    (Unaudited and in thousands)
                 
        June 30,
    2025
        December 31,
    2024
     
    Assets            
    Cash and cash equivalents   $ 30,041     $ 68,611  
    Investments     164       1,354  
    Receivables, net     13,129       12,225  
    Due from Silvercrest Funds     875       945  
    Furniture, equipment and leasehold improvements, net     7,302       7,387  
    Goodwill     63,675       63,675  
    Operating lease assets     15,127       16,032  
    Finance lease assets     189       254  
    Intangible assets, net     15,547       16,644  
    Deferred tax asset     2,737       4,220  
    Prepaid expenses and other assets     3,925       3,085  
    Total assets   $ 152,711     $ 194,432  
    Liabilities and Equity            
    Accounts payable and accrued expenses   $ 3,190     $ 1,953  
    Accrued compensation     17,811       39,865  
    Operating lease liabilities     21,071       22,270  
    Finance lease liabilities     197       262  
    Deferred tax and other liabilities     10,488       10,389  
    Total liabilities     52,757       74,739  
    Commitments and Contingencies (Note 10)            
    Equity            
    Preferred Stock, par value $0.01, 10,000,000 shares authorized; none issued
    and outstanding
        —       —  
    Class A Common Stock, par value $0.01, 50,000,000 shares authorized; 10,801,353
    and 8,501,241 issued and outstanding, respectively, as of June 30, 2025;
    10,450,559 and 9,376,280 issued and outstanding, respectively, as of December 31, 2024
        108       104  
    Class B Common Stock, par value $0.01, 25,000,000 shares authorized; 4,126,476
    and 4,373,315 issued and outstanding as of June 30, 2025 and December 31, 2024,
    respectively
        40       42  
    Additional Paid-In Capital     58,704       56,369  
    Treasury Stock, at cost, 2,300,112 and 1,074,279 shares as of June 30, 2025 and
    December 31, 2024, respectively
        (38,866 )     (19,728 )
    Accumulated other comprehensive income (loss)     (41 )     (43 )
    Retained earnings     44,660       43,953  
    Total Silvercrest Asset Management Group Inc.’s equity     64,605       80,697  
    Non-controlling interests     35,349       38,996  
    Total equity     99,954       119,693  
    Total liabilities and equity   $ 152,711     $ 194,432  

    Exhibit 5

    Silvercrest Asset Management Group Inc.
    Total Assets Under Management
    (Unaudited and in billions)
                 
    Total Assets Under Management:            
        Three Months Ended
    June 30,
        % Change from June 30,  
        2025     2024     2024  
    Beginning assets under management   $ 35.3     $ 34.5       2.3 %
                       
    Gross client inflows     0.9       0.6       50.0 %
    Gross client outflows     (1.3 )     (1.5 )     -13.3 %
    Net client flows     (0.4 )     (0.9 )     55.6 %
                       
    Market appreciation/(depreciation)     1.8       (0.2 )   NM  
    Ending assets under management   $ 36.7     $ 33.4       9.9 %
        Six Months Ended
    June 30,
        % Change from June 30,  
        2025     2024     2024  
    Beginning assets under management   $ 36.5     $ 33.3       9.6 %
                       
    Gross client inflows     2.3       1.7       35.3 %
    Gross client outflows     (2.5 )     (3.0 )     -16.7 %
    Net client flows     (0.2 )     (1.3 )     84.6 %
                       
    Market appreciation     0.4       1.4       -71.4 %
    Ending assets under management   $ 36.7     $ 33.4       9.9 %

    NM = Not Meaningful

    Exhibit 6

    Silvercrest Asset Management Group Inc.
    Discretionary Assets Under Management
    (Unaudited and in billions)
                 
    Discretionary Assets Under Management:            
                 
        Three Months Ended
    June 30,
        % Change from June 30,  
        2025     2024     2024  
    Beginning assets under management   $ 22.7     $ 22.7       0.0 %
                       
    Gross client inflows     0.6       0.6       0.0 %
    Gross client outflows     (1.0 )     (1.5 )     -33.3 %
    Net client flows     (0.4 )     (0.9 )     55.6 %
                       
    Market appreciation/(depreciation)     1.4       (0.2 )   NM  
    Ending assets under management   $ 23.7     $ 21.6       9.7 %
        Six Months Ended
    June 30,
        % Change from June 30,  
        2025     2024     2024  
    Beginning assets under management   $ 23.3     $ 21.9       6.4 %
                       
    Gross client inflows     1.6       1.2       33.3 %
    Gross client outflows     (1.7 )     (2.5 )     -32.0 %
    Net client flows     (0.1 )     (1.3 )     -92.3 %
                       
    Market appreciation     0.5       1.0       -50.0 %
    Ending assets under management   $ 23.7     $ 21.6       9.7 %

    NM = Not Meaningful

    Exhibit 7

    Silvercrest Asset Management Group Inc.
    Non-Discretionary Assets Under Management
    (Unaudited and in billions)
                 
    Non-Discretionary Assets Under Management:            
                 
        Three Months Ended
    June 30,
        % Change from June 30,  
        2025     2024     2024  
    Beginning assets under management   $ 12.6     $ 11.8       6.8 %
                       
    Gross client inflows     0.3       —       100.0 %
    Gross client outflows     (0.3 )     —       100.0 %
    Net client flows     —       —       100.0 %
                       
    Market appreciation     0.4       —       100.0 %
    Ending assets under management   $ 13.0     $ 11.8       10.2 %
        Six Months Ended
    June 30,
        % Change from June 30,  
        2025     2024     2024  
    Beginning assets under management   $ 13.2     $ 11.4       15.8 %
                       
    Gross client inflows     0.7       0.5       40.0 %
    Gross client outflows     (0.8 )     (0.5 )     60.0 %
    Net client flows     (0.1 )     —       -100.0 %
                       
    Market (depreciation)/appreciation     (0.1 )     0.4       -125.0 %
    Ending assets under management   $ 13.0     $ 11.8       10.2 %
                             

    Exhibit 8

    Silvercrest Asset Management Group Inc.
    Assets Under Management
    (Unaudited and in billions)
           
        Three Months Ended
    June 30,
     
        2025     2024  
    Total AUM as of March 31,   $ 35.328     $ 34.509  
    Discretionary AUM:            
    Total Discretionary AUM as of March 31,   $ 22.655     $ 22.681  
    New client accounts/assets (1)     0.080       0.068  
    Closed accounts (2)     (0.071 )     (0.036 )
    Net cash inflow/(outflow) (3)     (0.426 )     (0.955 )
    Non-discretionary to Discretionary AUM (4)     —       —  
    Market appreciation/(depreciation)     1.430       (0.112 )
    Change to Discretionary AUM     1.013       (1.035 )
    Total Discretionary AUM at June 30,     23.668       21.646  
    Change to Non-Discretionary AUM (5)     0.332       (0.044 )
    Total AUM as of June 30,   $ 36.673     $ 33.430  
        Six Months Ended
    June 30,
     
        2025     2024  
    Total AUM as of January 1,   $ 36.455     $ 33.281  
    Discretionary AUM:            
    Total Discretionary AUM as of January 1,   $ 23.319     $ 21.885  
    New client accounts/assets (1)     0.517       0.103  
    Closed accounts (2)     (0.125 )     (0.475 )
    Net cash inflow/(outflow) (3)     (0.540 )     (0.948 )
    Non-discretionary to Discretionary AUM (4)     0.001       (0.002 )
    Market appreciation     0.497       1.083  
    Change to Discretionary AUM     0.350       (0.239 )
    Total Discretionary AUM at June 30,     23.669       21.646  
    Change to Non-Discretionary AUM (5)     (0.132 )     0.388  
    Total AUM as of June 30,   $ 36.673     $ 33.430  
    (1) Represents new account flows from both new and existing client relationships.
    (2) Represents closed accounts of existing client relationships and those that terminated.
    (3) Represents periodic cash flows related to existing accounts.
    (4) Represents client assets that converted to Discretionary AUM from Non-Discretionary AUM.
    (5) Represents the net change to Non-Discretionary AUM.
       

    Exhibit 9

    Silvercrest Asset Management Group Inc.
    Equity Investment Strategy Composite Performance1, 2
    As of June 30, 2025
    (Unaudited)
           
    PROPRIETARY EQUITY PERFORMANCE 1, 2   ANNUALIZED PERFORMANCE  
        INCEPTION   1-YEAR     3-YEAR     5-YEAR     7-YEAR     INCEPTION  
    Large Cap Value Composite   4/1/02     10.1       12.6       13.4       10.7       9.6  
    Russell 1000 Value Index         13.7       12.8       13.9       9.6       8.0  
                                       
    Small Cap Value Composite   4/1/02     -0.1       7.4       11.9       6.0       9.7  
    Russell 2000 Value Index         5.5       7.5       12.5       4.9       7.5  
                                       
    Smid Cap Value Composite   10/1/05     8.7       8.6       11.8       6.4       9.2  
    Russell 2500 Value Index         10.5       10.7       14.0       6.9       7.7  
                                       
    Multi Cap Value Composite   7/1/02     11.4       11.3       12.0       8.5       9.6  
    Russell 3000 Value Index         13.3       12.5       13.9       9.3       8.4  
                                       
    Equity Income Composite   12/1/03     9.6       9.9       11.4       7.7       10.7  
    Russell 3000 Value Index         13.3       12.5       13.9       9.3       8.6  
                                       
    Focused Value Composite   9/1/04     15.1       8.0       9.1       5.7       9.4  
    Russell 3000 Value Index         13.3       12.5       13.9       9.3       8.4  
                                       
    Global Value Opportunity Composite   1/1/20     19.5       16.2       15.3       —       11.0  
    MSCI ACWI Value – Net Index         15.6       13.1       13.0       —       7.8  
                                       
    Small Cap Opportunity Composite   7/1/04     3.0       11.4       11.1       7.6       10.4  
    Russell 2000 Index         7.7       10.0       10.0       5.5       7.8  
                                       
    Small Cap Growth Composite   7/1/04     6.5       8.8       9.2       8.0       10.1  
    Russell 2000 Growth Index         9.7       12.4       7.4       5.7       8.3  
                                       
    Smid Cap Growth Composite   1/1/06     16.2       11.3       8.9       11.3       10.7  
    Russell 2500 Growth Index         8.8       12.1       7.5       7.5       9.2  
    1 Returns are based upon a time weighted rate of return of various fully discretionary equity portfolios with similar investment objectives, strategies and policies and other relevant criteria managed by Silvercrest Asset Management Group LLC (“SAMG LLC”), a subsidiary of Silvercrest. Performance results are gross of fees and net of commission charges. An investor’s actual return will be reduced by the advisory fees and any other expenses it may incur in the management of the investment advisory account. SAMG LLC’s standard advisory fees are described in Part 2 of its Form ADV. Actual fees and expenses will vary depending on a variety of factors, including the size of a particular account. Returns greater than one year are shown as annualized compounded returns and include gains and accrued income and reinvestment of distributions. Past performance is no guarantee of future results. This piece contains no recommendations to buy or sell securities or a solicitation of an offer to buy or sell securities or investment services or adopt any investment position. This piece is not intended to constitute investment advice and is based upon conditions in place during the period noted. Market and economic views are subject to change without notice and may be untimely when presented here. Readers are advised not to infer or assume that any securities, sectors or markets described were or will be profitable. SAMG LLC is an independent investment advisory and financial services firm created to meet the investment and administrative needs of individuals with substantial assets and select institutional investors. SAMG LLC claims compliance with the Global Investment Performance Standards (GIPS®).
    2 The market indices used to compare to the performance of Silvercrest’s strategies are as follows:
      The Russell 1000 Index is a capitalization-weighted, unmanaged index that measures the 1000 largest companies in the Russell 3000. The Russell 1000 Value Index is a capitalization-weighted, unmanaged index that includes those Russell 1000 Index companies with lower price-to-book ratios and lower expected growth values.
      The Russell 2000 Index is a capitalization-weighted, unmanaged index that measures the 2000 smallest companies in the Russell 3000. The Russell 2000 Value Index is a capitalization-weighted, unmanaged index that includes those Russell 2000 Index companies with lower price-to-book ratios and lower expected growth values.
      The Russell 2500 Index is a capitalization-weighted, unmanaged index that measures the 2500 smallest companies in the Russell 3000. The Russell 2500 Value Index is a capitalization-weighted, unmanaged index that includes those Russell 2000 Index companies with lower price-to-book ratios and lower expected growth values.
      The Russell 3000 Value Index is a capitalization-weighted, unmanaged index that measures those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth.

    The MIL Network –

    August 5, 2025
  • MIL-OSI: Monolithic Power Systems Provides Earnings Commentary for the Quarter Ended June 30, 2025

    Source: GlobeNewswire (MIL-OSI)

    KIRKLAND, Wash., July 31, 2025 (GLOBE NEWSWIRE) — MPS will report its results after the market closes on July 31, 2025 and host a question-and-answer webinar at 2:00 p.m. PT / 5:00 p.m. ET. The live event will be held via a Zoom webcast, which can be accessed at https://mpsic.zoom.us/j/98147401910.

    Q2 2025 Financial Summary           (Unaudited)
    GAAP
     
      Q2’25 Q1’25 Q2’24   QoQ Change YoY Change
    Revenue ($k) $664,574 $637,554 $507,431   Up 4.2% Up 31.0%
    Gross Margin 55.1% 55.4% 55.3%   Down 0.3 pts Down 0.2 pts
    Opex ($k) $201,258 $184,471 $164,042   Up 9.1% Up 22.7%
    Operating Margin 24.8% 26.5% 23.0%   Down 1.7 pts Up 1.8 pts
    Net income ($k) $133,726 $133,791 $100,366   Flat Up 33.2%
    Diluted EPS $2.78 $2.79 $2.05   Down 0.4% Up 35.6%
    Non-GAAP
     
      Q2’25 Q1’25 Q2’24   QoQ Change YoY Change
    Revenue ($k) $664,574 $637,554 $507,431   Up 4.2% Up 31.0%
    Gross Margin 55.5% 55.7% 55.7%   Down 0.2 pts Down 0.2 pts
    Opex ($k) $137,604 $133,526 $111,667   Up 3.1% Up 23.2%
    Operating Margin 34.8% 34.7% 33.7%   Up 0.1 pts Up 1.1 pts
    Net income ($k) $202,180 $193,813 $155,076   Up 4.3% Up 30.4%
    Diluted EPS $4.21 $4.04 $3.17   Up 4.2% Up 32.8%
    Tax Rate 15.0% 15.0% 12.5%   Flat Up 2.5 pts
    Revenue by End Market
     
        Revenue   YoY Change  % of Revenue
    End Market ($M)   Q2’25 Q2’24   $   % Q2’25   Q2’24  
    Storage & Computing     $195.3   $114.9     $80.4   70.0 % 29.4 % 22.7 %
    Automotive     145.1   87.2     57.9   66.4 % 21.8   17.2  
    Enterprise Data     144.0   187.2     (43.2 ) (23.1 %) 21.7   36.9  
    Communications     73.8   43.6     30.2   69.3 % 11.1   8.5  
    Consumer     59.7   42.2     17.5   41.5 % 9.0   8.3  
    Industrial     46.7   32.3     14.4   44.6 % 7.0   6.4  
    Total     $664.6   $507.4     $157.2   31.0 % 100 % 100 %


    Ongoing Business Conditions

    In Q2 2025, MPS achieved record quarterly revenue of $664.6 million, 4.2% higher than revenue in the first quarter of 2025 and 31.0% higher than revenue in the second quarter of 2024.

    Our performance during the quarter reflected the resilience of our diversified market strategy as we continued to see strong broad-based ordering patterns.

    Q2 2025 highlights include:

    • We continued to see diversified revenue growth across all our end markets.
    • We began initial shipments of our power solutions to support our customers new ASIC based AI products.
    • Storage and Compute revenue grew sequentially off a strong Q1 as we continued to see demand for both memory and notebook power solutions.

    MPS continues to focus on innovation, solving our customers’ most challenging problems, and maintaining the highest level of quality. We continue to invest in new technology, expand into new markets, and to diversify our end-market applications and global supply chain. This will allow us to capture future growth opportunities, maintain supply stability, and swiftly adapt to market changes as they occur.

    “Our proven, long-term growth strategy remains intact as we continue our transformation from being a chip-only, semiconductor supplier to a full service, silicon-based solutions provider,” said Michael Hsing, CEO and founder of MPS.

    Q2’25 Revenue Results

    MPS reported second quarter revenue of $664.6 million, 4.2% higher than the first quarter of 2025 and 31.0% higher than the second quarter of 2024. Compared with the first quarter of 2025, sales improved sequentially across all end markets.

    Second quarter 2025 Industrial revenue of $46.7 million increased 9.6% from the first quarter of 2025 primarily due to higher sales for instrumentation and security applications. Second quarter 2025 Industrial revenue was up 44.6% year over year. Industrial revenue represented 7.0% of our total second quarter 2025 revenue compared with 6.7% in the first quarter of 2025.

    In our Enterprise Data market, second quarter 2025 revenue of $144.0 million increased 8.4% from the first quarter of 2025 from higher sales of our power management solutions for AI and server applications. Second quarter 2025 Enterprise Data revenue was down 23.1% year over year. Enterprise Data revenue represented 21.7% of our total second quarter 2025 revenue compared with 20.8% in the first quarter of 2025. Second quarter 2025 Consumer revenue of $59.7 million increased 4.9% from the first quarter of 2025 primarily from higher sales in monitors and gaming solutions. Second quarter 2025 Consumer revenue was up 41.5% year over year. Consumer revenue represented 9.0% of our total second quarter 2025 revenue compared with 8.9% in the first quarter of 2025.

    Second quarter 2025 Storage and Computing revenue of $195.3 million increased 3.6% from the first quarter of 2025. The sequential increase was primarily driven by higher sales of power solutions for notebooks as well as memory. Second quarter 2025 Storage and Computing revenue was up 70.0% year over year. Storage and Computing revenue represented 29.4% of MPS’s second quarter 2025 revenue compared with 29.6% in the first quarter of 2025.

    Second quarter 2025 Communications revenue of $73.8 million was up 2.8% from the first quarter of 2025 primarily on higher sales of power solutions for optical modules and routers. Second quarter 2025 Communications revenue was up 69.3% year over year. Communications sales represented 11.1% of our total second quarter 2025 revenue compared with 11.3% the first quarter of 2025.

    Second quarter Automotive revenue of $145.1 million increased 0.1% from the from the first quarter of 2025. Second quarter 2025 Automotive revenue was up 66.4% year over year. Automotive revenue represented 21.8% of MPS’s second quarter 2025 revenue compared with 22.7% in the first quarter of 2025.

    Q2’25 Gross Margin & Operating Income

    GAAP gross margin was 55.1%, down 0.3 percentage points compared to the first quarter of 2025. Our GAAP operating income was $164.8 million compared to $168.8 million reported in the first quarter of 2025.

    Non-GAAP gross margin for the second quarter of 2025 was 55.5%, down 0.2 percentage points compared to the first quarter of 2025. Our non-GAAP operating income was $231.2 million compared to $221.5 million reported in the first quarter of 2025.

    Q2’25 Operating Expenses

    Our GAAP operating expenses were $201.3 million in the second quarter of 2025 compared with $184.5 million in the first quarter of 2025.

    Our Non-GAAP operating expenses were $137.6 million, up from $133.5 million in the first quarter of 2025.

    The differences between non-GAAP operating expenses and GAAP operating expenses for the quarters discussed here are primarily stock-based compensation and related expenses and deferred compensation plan expense.

    Total stock-based compensation and related expenses, including approximately $1.9 million charged to cost of goods sold, was $60.3 million compared with $53.8 million recorded in the first quarter of 2025.

    The Bottom Line

    Second quarter 2025 GAAP net income was $133.7 million or $2.78 per fully diluted share, compared with $133.8 million or $2.79 per share in the first quarter of 2025.

    Second quarter 2025 non-GAAP net income was $202.2 million or $4.21 per fully diluted share, compared with $193.8 million or $4.04 per fully diluted share in the first quarter of 2025.

    Second quarter 2025 non-GAAP tax rate of 15% was flat to the first quarter of 2025.

    There were 48 million fully diluted shares outstanding at the end of the second quarter of 2025.

    Balance Sheet and Cash Flow

    Cash, cash equivalents and short-term investments were $1,146.1 million at the end of the second quarter of 2025 compared to $1,026.7 million at the end of the first quarter of 2025. For the second quarter of 2025, MPS generated operating cash flow of $237.6 million compared with the first quarter of 2025 operating cash flow of $256.4 million.

    Accounts receivable at the end of the second quarter of 2025 were $194.8 million, representing 27 days of sales outstanding, which was 4 days lower than the 31 days reported at the end of the first quarter of 2025.

    Our internal inventories at the end of the second quarter of 2025 were $490.6 million, up from $454.8 million at the end of the first quarter of 2025. Days of inventory of 150 days at the end of the second quarter of 2025 was 4 days higher than at the end of the first quarter of 2025.

    We continue to manage our internal inventories, balancing the uncertainty in the market with being prepared to capture market upturns as they occur. Comparing current inventory levels using next quarter’s projected revenue, days of inventory at the end of the second quarter of 139 days was flat to the end of the first quarter of 2025.

    Selected Balance Sheet and Inventory Data (Unaudited)
           
      Q2’25 Q1’25 Q2’24
    Cash, Cash Equivalents, and Short-Term Investments $ 1,146.1 M $ 1,026.7 M $ 1,307.2 M
    Operating Cash Flow $ 237.6 M $ 256.4 M $ 141.0 M
    Accounts Receivable $ 194.8 M $ 214.9 M $ 157.9 M
    Days of Sales Outstanding 27 Days 31 Days 28 Days
    Internal Inventories $ 490.6 M $ 454.8 M $ 426.8 M
    Days of Inventory (current quarter revenue) 150 Days 146 Days 171 Days
    Days of Inventory (next quarter revenue) 139 Days 139 Days 140 Days


    Q3’25 Business Outlook

    For the third quarter of 2025 ending September 30, we are forecasting:

    • Revenue in the range of $710 million to $730 million.
    • GAAP gross margin in the range of 54.9% to 55.5%.
    • Non-GAAP gross margin in the range of 55.2% to 55.8%, which excludes the impact from stock-based compensation and related expenses as well as the impact from amortization of acquisition-related intangible assets.
    • Total stock-based compensation and related expenses in the range of $60.1 million to $62.1 million including approximately $1.8 million that would be charged to cost of goods sold.
    • GAAP operating expenses between $201.3 million and $207.3 million.
    • Non-GAAP operating expenses in the range of $143.0 million to $147.0 million. This estimate excludes stock-based compensation and related expenses in the range of $58.3 million to $60.3 million.
    • Interest and other income in the range from $6.4 million to $6.8 million before foreign exchange gains or losses.
    • Non-GAAP tax rate of 15% for 2025.
    • Fully diluted shares outstanding in the range of 47.9 to 48.3 million shares.

    For further information, contact:
    Bernie Blegen
    Executive Vice President and Chief Financial Officer
    Monolithic Power Systems, Inc.
    408-826-0777
    MPSInvestor.Relations@monolithicpower.com

    Safe Harbor Statement

    This earnings commentary contains, and statements that will be made during the accompanying webinar will contain, forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including under the “Q3’25 Business Outlook” section herein, our statement regarding our business focus, our statement regarding the expansion and diversification of our global supply chain, our statement regarding the expected ramping of ASIC AI power products, our statement regarding geographically balanced capacity, our statement regarding our ability to capture future growth opportunities, maintain supply stability and swiftly adapt to market changes as they occur, and the quote from our CEO and founder, including, among other things, (i) projected revenue, GAAP and non-GAAP gross margin, GAAP and non-GAAP operating expenses, stock-based compensation and related expenses, amortization of acquisition-related intangible assets, other income before foreign exchange gains or losses, and fully diluted shares outstanding, (ii) our outlook for the third quarter of fiscal year 2025 and the near-term, medium-term and long-term prospects of MPS, including our ability to adapt to changing market conditions, performance against our business plan, our ability to grow despite the various challenges facing our business, our industry and the global economic environment, revenue growth in certain of our end markets, potential new business segments, our continued investment in research and development (“R&D”), expected revenue growth, customers’ acceptance of our new product offerings, the prospects of our new product development, our expectations regarding market and industry trends and prospects, and our projected expansion of capacity and the impact it may have on our business, (iii) our ability to penetrate new markets and expand our market share, (iv) the seasonality of our business, (v) our ability to reduce our expenses, and (vi) statements regarding the assumptions underlying or relating to any statement described in (i), (ii), (iii), (iv), or (v). These forward-looking statements are not historical facts or guarantees of future performance or events, are based on current expectations, estimates, beliefs, assumptions, goals, and objectives, and involve significant known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from the results expressed by these statements. Readers of this earnings commentary and listeners to the accompanying conference call are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to differ include, but are not limited to, continued uncertainties in the global economy, including due to the Russia-Ukraine and Middle East conflicts, global tariffs and retaliatory measures and announcements regarding same, inflation, consumer sentiment and other factors; adverse events arising from orders or regulations of governmental entities, including such orders or regulations that impact our customers or suppliers, and adoption of new or amended accounting standards; adverse changes in laws and government regulations such as tariffs on imports of foreign goods, export regulations and export classifications, and tax laws (including the recent H.R.1 Act signed into law on July 4, 2025) or the interpretation of same, including in foreign countries where MPS has offices or operations; the effect of export controls, trade and economic sanctions regulations and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets, particularly in China; our ability to obtain governmental licenses and approvals for international trading activities or technology transfers, including export licenses; acceptance of, or demand for, our products, in particular the new products launched recently, being different than expected; our ability to increase market share in our targeted markets; difficulty in predicting or budgeting for future customer demand and channel inventories, expenses and financial contingencies (including as a result of any continuing impact from the Russia-Ukraine and Middle East conflicts); our ability to efficiently and effectively develop new products and receive a return on our R&D expense investment; our ability to attract new customers and retain existing customers; our ability to meet customer demand for our products due to constraints on our third-party suppliers’ ability to manufacture sufficient quantities of our products or otherwise; our ability to expand manufacturing capacity to support future growth; adverse changes in production and testing efficiency of our products; any political, cultural, military, regulatory, economic, foreign exchange and operational changes in China, where a significant portion of our manufacturing capacity comes from; any market disruptions or interruptions in our schedule of new product development releases; our ability to manage our inventory levels; adequate supply of our products from our third-party manufacturing partners; adverse changes or developments in the semiconductor industry generally, which is cyclical in nature, and our ability to adjust our operations to address such changes or developments; the ongoing consolidation of companies in the semiconductor industry; competition generally and the increasingly competitive nature of our industry; our ability to realize the anticipated benefits of companies and products that MPS acquires, and our ability to effectively and efficiently integrate these acquired companies and products into our operations; the risks, uncertainties and costs of litigation in which MPS is involved; the outcome of any upcoming trials, hearings, motions and appeals; the adverse impact on our financial performance if its tax and litigation provisions are inadequate; our ability to effectively manage our growth and attract and retain qualified personnel; the effect of epidemics and pandemics on the global economy and on our business; the risks associated with the financial market, economy, global tariffs and retaliatory measures and announcements regarding same, and geopolitical uncertainties, including the Russia-Ukraine and Middle East conflicts; and other important risk factors identified under the caption “Risk Factors” and elsewhere in our Securities and Exchange Commission (“SEC”) filings, including, but not limited to, our Annual Report on Form 10-K filed with the SEC on March 3, 2025. MPS assumes no obligation to update the information in this earnings commentary or in the accompanying webinar.

    Non-GAAP Financial Measures

    This earnings commentary contains references to certain non-GAAP financial measures. Non-GAAP net income, non-GAAP net income per share, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP other income, net, and non-GAAP income before income taxes differ from net income, net income per share, gross margin, operating expenses, other income, net, operating income and income before income taxes determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Non-GAAP net income and non-GAAP net income per share exclude the effect of stock-based compensation and related expenses, which include stock-based compensation expense and employer payroll taxes in relation to the stock-based compensation, net deferred compensation plan expense, amortization of acquisition-related intangible assets and related tax effects. Non-GAAP gross margin excludes the effect of stock-based compensation and related expenses, amortization of acquisition-related intangible assets and deferred compensation plan expense. Non-GAAP operating expenses exclude the effect of stock-based compensation and related expenses, amortization of acquisition-related intangible assets and deferred compensation plan expense. Non-GAAP operating income excludes the effect of stock-based compensation and related expenses, amortization of acquisition-related intangible assets and deferred compensation plan expense. Non-GAAP other income, net excludes the effect of deferred compensation plan income. Non-GAAP income before income taxes excludes the effect of stock-based compensation and related expenses, amortization of acquisition-related intangible assets and net deferred compensation plan expense. Projected non-GAAP gross margin excludes the effect of stock-based compensation and related expenses, and amortization of acquisition-related intangible assets. Projected non-GAAP operating expenses exclude the effect of stock-based compensation and related expenses. These non-GAAP financial measures are not prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. A schedule reconciling non-GAAP financial measures is included at the end of this press release. MPS utilizes both GAAP and non-GAAP financial measures to assess what it believes to be its core operating performance and to evaluate and manage its internal business and assist in making financial operating decisions. MPS believes that the inclusion of non-GAAP financial measures, together with GAAP measures, provides investors with an alternative presentation useful to investors’ understanding of MPS’s core operating results and trends. Additionally, MPS believes that the inclusion of non-GAAP measures, together with GAAP measures, provides investors with an additional dimension of comparability to similar companies. However, investors should be aware that non-GAAP financial measures utilized by other companies are not likely to be comparable in most cases to the non-GAAP financial measures used by MPS. See the GAAP to Non-GAAP reconciliations in the tables set forth below.

    RECONCILIATION OF NET INCOME TO NON-GAAP NET INCOME
    (Unaudited, in thousands, except per share amounts)
     
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Net income   $ 133,726     $ 100,366     $ 267,517     $ 192,907  
                                     
    Adjustments to reconcile net income to non-GAAP net income:                                
    Stock-based compensation and related expenses     60,280       52,704       114,091       104,473  
    Amortization of acquisition-related intangible assets     320       372       640       663  
    Deferred compensation plan expense, net     281       106       275       153  
    Tax effect     7,573       1,528       13,470       (5,628 )
    Non-GAAP net income   $ 202,180     $ 155,076     $ 395,993     $ 292,568  
                                     
    Non-GAAP net income per share:                                
    Basic   $ 4.22     $ 3.19     $ 8.27     $ 6.01  
    Diluted   $ 4.21     $ 3.17     $ 8.25     $ 5.98  
                                     
    Shares used in the calculation of non-GAAP net income per share:                                
    Basic     47,887       48,687       47,869       48,660  
    Diluted     48,019       48,945       48,012       48,935  
    RECONCILIATION OF GROSS MARGIN TO NON-GAAP GROSS MARGIN
    (Unaudited, in thousands)
     
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Gross profit   $ 366,016     $ 280,578     $ 719,246     $ 533,019  
    Gross margin     55.1 %     55.3 %     55.2 %     55.2 %
                                     
    Adjustments to reconcile gross profit to non-GAAP gross profit:                                
    Stock-based compensation and related expenses     1,915       1,635       3,621       3,535  
    Amortization of acquisition-related intangible assets     287       339       574       597  
    Deferred compensation plan expense     605       100       442       540  
    Non-GAAP gross profit   $ 368,823     $ 282,652     $ 723,883     $ 537,691  
    Non-GAAP gross margin     55.5 %     55.7 %     55.6 %     55.7 %
    RECONCILIATION OF OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES
    (Unaudited, in thousands)
     
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Total operating expenses   $ 201,258     $ 164,042     $ 385,729     $ 320,996  
                                     
    Adjustments to reconcile total operating expenses to non-GAAP total operating expenses:                                
    Stock-based compensation and related expenses     (58,365 )     (51,069 )     (110,470 )     (100,938 )
    Amortization of acquisition-related intangible assets     (33 )     (33 )     (66 )     (66 )
    Deferred compensation plan expense     (5,256 )     (1,273 )     (4,063 )     (4,899 )
    Non-GAAP operating expenses   $ 137,604     $ 111,667     $ 271,130     $ 215,093  
    RECONCILIATION OF OPERATING INCOME TO NON-GAAP OPERATING INCOME
    (Unaudited, in thousands)
     
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Total operating income   $ 164,758     $ 116,536     $ 333,517     $ 212,023  
                                     
    Adjustments to reconcile total operating income to non-GAAP total operating income:                                
    Stock-based compensation and related expenses     60,280       52,704       114,091       104,473  
    Amortization of acquisition-related intangible assets     320       372       640       663  
    Deferred compensation plan expense     5,861       1,373       4,505       5,439  
    Non-GAAP operating income   $ 231,219     $ 170,985     $ 452,753     $ 322,598  
    RECONCILIATION OF OTHER INCOME, NET, TO NON-GAAP OTHER INCOME, NET
    (Unaudited, in thousands)
     
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Total other income, net   $ 12,220     $ 7,512     $ 17,351     $ 17,052  
                                     
    Adjustments to reconcile other income, net to non-GAAP other income, net:                                
    Deferred compensation plan income     (5,580 )     (1,266 )     (4,230 )     (5,285 )
    Non-GAAP other income, net   $ 6,640     $ 6,246     $ 13,121     $ 11,767  
    RECONCILIATION OF INCOME BEFORE INCOME TAXES TO NON-GAAP INCOME BEFORE INCOME TAXES
    (Unaudited, in thousands)
     
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Total income before income taxes   $ 176,978     $ 124,048     $ 350,868     $ 229,075  
                                     
    Adjustments to reconcile income before income taxes to non-GAAP income before income taxes:                                
    Stock-based compensation and related expenses     60,280       52,704       114,091       104,473  
    Amortization of acquisition-related intangible assets     320       372       640       663  
    Deferred compensation plan expense, net     281       106       275       153  
    Non-GAAP income before income taxes   $ 237,859     $ 177,230     $ 465,874     $ 334,364  
    2025 THIRD QUARTER OUTLOOK
    RECONCILIATION OF GROSS MARGIN TO NON-GAAP GROSS MARGIN
    (Unaudited)
           
        Three Months Ending  
        September 30, 2025  
        Low
      High
    Gross margin     54.9 %     55.5 %
    Adjustment to reconcile gross margin to non-GAAP gross margin:                
    Stock-based compensation and other expenses     0.3 %     0.3 %
    Non-GAAP gross margin     55.2 %     55.8 %
    RECONCILIATION OF OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES
    (Unaudited, in thousands)
         
        Three Months Ending
        September 30, 2025
        Low   High
    Operating expenses   $ 201,300     $ 207,300  
    Adjustments to reconcile operating expenses to non-GAAP operating expenses:                
    Stock-based compensation and other expenses     (58,300 )     (60,300 )
    Non-GAAP operating expenses   $ 143,000     $ 147,000  

    The MIL Network –

    August 5, 2025
  • MIL-OSI: Monolithic Power Systems Announces Results for the Second Quarter Ended June 30, 2025

    Source: GlobeNewswire (MIL-OSI)

    KIRKLAND, Wash., July 31, 2025 (GLOBE NEWSWIRE) — Monolithic Power Systems, Inc. (“MPS”) (Nasdaq: MPWR), a fabless global company that provides high-performance, semiconductor-based power electronics solutions, today announced financial results for the quarter ended June 30, 2025.

    The financial results for the quarter ended June 30, 2025 were as follows:

    • Revenue was $664.6 million for the quarter ended June 30, 2025, a 4.2% increase from $637.6 million for the quarter ended March 31, 2025 and a 31.0% increase from $507.4 million for the quarter ended June 30, 2024.
    • GAAP gross margin was 55.1% for the quarter ended June 30, 2025, compared with 55.3% for the quarter ended June 30, 2024.
    • Non-GAAP gross margin (1) was 55.5% for the quarter ended June 30, 2025, excluding the impact of $1.9 million for stock-based compensation and related expenses, $0.6 million for deferred compensation plan expense and $0.3 million for amortization of acquisition-related intangible assets, compared with 55.7% for the quarter ended June 30, 2024, excluding the impact of $1.6 million for stock-based compensation and related expenses, $0.3 million for amortization of acquisition-related intangible assets and $0.1 million for deferred compensation plan expense.
    • GAAP operating expenses were $201.3 million for the quarter ended June 30, 2025, compared with $164.0 million for the quarter ended June 30, 2024.
    • Non-GAAP operating expenses (1) were $137.6 million for the quarter ended June 30, 2025, excluding $58.4 million for stock-based compensation and related expenses and $5.3 million for deferred compensation plan expense, compared with $111.7 million for the quarter ended June 30, 2024, excluding $51.1 million for stock-based compensation and related expenses and $1.3 million for deferred compensation plan expense.
    • GAAP operating income was $164.8 million for the quarter ended June 30, 2025, compared with $116.5 million for the quarter ended June 30, 2024.
    • Non-GAAP operating income (1) was $231.2 million for the quarter ended June 30, 2025, excluding $60.3 million for stock-based compensation and related expenses, $5.9 million for deferred compensation plan expense and $0.3 million for amortization of acquisition-related intangible assets, compared with $171.0 million for the quarter ended June 30, 2024, excluding $52.7 million for stock-based compensation and related expenses, $1.4 million for deferred compensation plan expense and $0.4 million for amortization of acquisition-related intangible assets.
    • GAAP other income, net was $12.2 million for the quarter ended June 30, 2025, compared with $7.5 million for the quarter ended June 30, 2024.
    • Non-GAAP other income, net (1) was $6.6 million for the quarter ended June 30, 2025, excluding $5.6 million for deferred compensation plan income, compared with $6.2 million for the quarter ended June 30, 2024, excluding $1.3 million for deferred compensation plan income.
    • GAAP income before income taxes was $177.0 million for the quarter ended June 30, 2025, compared with $124.0 million for the quarter ended June 30, 2024.
    • Non-GAAP income before income taxes (1) was $237.9 million for the quarter ended June 30, 2025, excluding $60.3 million for stock-based compensation and related expenses, $0.3 million for amortization of acquisition-related intangible assets and $0.3 million for net deferred compensation plan expense, compared with $177.2 million for the quarter ended June 30, 2024, excluding $52.7 million for stock-based compensation and related expenses, $0.4 million for amortization of acquisition-related intangible assets and $0.1 million for net deferred compensation plan expense.
    • GAAP net income was $133.7 million and $2.78 per diluted share for the quarter ended June 30, 2025. Comparatively, GAAP net income was $100.4 million and $2.05 per diluted share for the quarter ended June 30, 2024.
    • Non-GAAP net income (1) was $202.2 million and $4.21 per diluted share for the quarter ended June 30, 2025, excluding $60.3 million for stock-based compensation and related expenses, $0.3 million for amortization of acquisition-related intangible assets, $0.3 million for net deferred compensation plan expense and $7.6 million for related tax effects, compared with $155.1 million and $3.17 per diluted share for the quarter ended June 30, 2024, excluding $52.7 million for stock-based compensation and related expenses, $0.4 million for amortization of acquisition-related intangible assets, $0.1 million for net deferred compensation plan expense and $1.5 million for related tax effects.

    The financial results for the six months ended June 30, 2025 were as follows:

    • Revenue was $1,302.1 million for the six months ended June 30, 2025, a 34.9% increase from $965.3 million for the six months ended June 30, 2024.
    • GAAP gross margin was 55.2% for the six months ended June 30, 2025, flat as compared to the six months ended June 30, 2024.
    • Non-GAAP gross margin (1) was 55.6% for the six months ended June 30, 2025, excluding the impact of $3.6 million for stock-based compensation and related expenses, $0.6 million for amortization of acquisition-related intangible assets and $0.4 million for deferred compensation plan expense, compared with 55.7% for the six months ended June 30, 2024, excluding the impact of $3.5 million for stock-based compensation and related expenses, $0.6 million for amortization of acquisition-related intangible assets and $0.5 million for deferred compensation plan expense.
    • GAAP operating expenses were $385.7 million for the six months ended June 30, 2025, compared with $321.0 million for the six months ended June 30, 2024.
    • Non-GAAP operating expenses (1) were $271.1 million for the six months ended June 30, 2025, excluding $110.5 million for stock-based compensation and related expenses, $4.1 million for deferred compensation plan expense and $0.1 million for amortization of acquisition-related intangible assets, compared with $215.1 million for the six months ended June 30, 2024, excluding $100.9 million for stock-based compensation and related expenses, $4.9 million for deferred compensation plan expense and $0.1 million for amortization of acquisition-related intangible assets.
    • GAAP operating income was $333.5 million for the six months ended June 30, 2025, compared with $212.0 million for the six months ended June 30, 2024.
    • Non-GAAP operating income (1) was $452.8 million for the six months ended June 30, 2025, excluding $114.1 million for stock-based compensation and related expenses, $4.5 million for deferred compensation plan expense and $0.6 million for amortization of acquisition-related intangible assets, compared with $322.6 million for the six months ended June 30, 2024, excluding $104.5 million for stock-based compensation and related expenses, $5.4 million for deferred compensation plan expense and $0.7 million for amortization of acquisition-related intangible assets.
    • GAAP other income, net was $17.4 million for the six months ended June 30, 2025, compared with $17.1 million for the six months ended June 30, 2024.
    • Non-GAAP other income, net (1) was $13.1 million for the six months ended June 30, 2025, excluding $4.2 million for deferred compensation plan income, compared with $11.8 million for the six months ended June 30, 2024, excluding $5.3 million for deferred compensation plan income.
    • GAAP income before income taxes was $350.9 million for the six months ended June 30, 2025, compared with $229.1 million for the six months ended June 30, 2024.
    • Non-GAAP income before income taxes (1) was $465.9 million for the six months ended June 30, 2025, excluding $114.1 million for stock-based compensation and related expenses, $0.6 million for amortization of acquisition-related intangible assets and $0.3 million for net deferred compensation plan expense, compared with $334.4 million for the six months ended June 30, 2024, excluding $104.5 million for stock-based compensation and related expenses, $0.7 million for amortization of acquisition-related intangible assets and $0.2 million for net deferred compensation plan expense.
    • GAAP net income was $267.5 million and $5.57 per diluted share for the six months ended June 30, 2025. Comparatively, GAAP net income was $192.9 million and $3.94 per diluted share for the six months ended June 30, 2024.
    • Non-GAAP net income (1) was $396.0 million and $8.25 per diluted share for the six months ended June 30, 2025, excluding $114.1 million for stock-based compensation and related expenses, $0.6 million for amortization of acquisition-related intangible assets, $0.3 million for net deferred compensation plan expense and $13.5 million for related tax effects, compared with $292.6 million and $5.98 per diluted share for the six months ended June 30, 2024, excluding $104.5 million for stock-based compensation and related expenses, $0.7 million for amortization of acquisition-related intangible assets, $0.2 million for net deferred compensation plan expense and $5.6 million for related tax effects.

    The following is a summary of revenue by end market (in thousands):

        Three Months Ended June 30,   Six Months Ended June 30,
    End Market   2025   2024   2025   2024
    Storage and Computing   $ 195,320     $ 114,955     $ 383,831     $ 221,076  
    Automotive     145,132       87,193       290,036       174,285  
    Enterprise Data     143,964       187,211       276,888       336,938  
    Communications     73,783       43,566       145,454       90,211  
    Consumer     59,663       42,229       116,610       80,303  
    Industrial     46,712       32,277       89,309       62,503  
    Total   $ 664,574     $ 507,431     $ 1,302,128     $ 965,316  

    “Our proven, long-term growth strategy remains intact as we continue our transformation from being a chip-only, semiconductor supplier to a full service, silicon-based solutions provider,” said Michael Hsing, CEO and founder of MPS. 

    Business Outlook

    The following are MPS’s financial targets for the third quarter ending September 30, 2025:

    • Revenue in the range of $710.0 million to $730.0 million.
    • GAAP gross margin between 54.9% and 55.5%. Non-GAAP gross margin (1) between 55.2% and 55.8%, which excludes the impact from stock-based compensation and related expenses as well as the impact from amortization of acquisition-related intangible assets.
    • GAAP operating expenses between $201.3 million and $207.3 million. Non-GAAP operating expenses (1) between $143.0 million and $147.0 million, which excludes estimated stock-based compensation and related expenses in the range of $58.3 million to $60.3 million.
    • Total stock-based compensation and related expenses of $60.1 million to $62.1 million including approximately $1.8 million that would be charged to cost of goods sold.
    • Interest and other income in the range of $6.4 million to $6.8 million before foreign exchange gains or losses.
    • Non-GAAP tax rate of 15% for 2025.
    • Fully diluted shares outstanding between 47.9 million and 48.3 million.

    (1) Non-GAAP net income, non-GAAP net income per share, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP other income, net and non-GAAP income before income taxes differ from net income, net income per share, gross margin, operating expenses, operating income, other income, net and income before income taxes determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Non-GAAP net income and non-GAAP net income per share exclude the effect of stock-based compensation and related expenses, which include stock-based compensation expense and employer payroll taxes in relation to the stock-based compensation, net deferred compensation plan expense, amortization of acquisition-related intangible assets and related tax effects. Non-GAAP gross margin excludes the effect of stock-based compensation and related expenses, amortization of acquisition-related intangible assets and deferred compensation plan expense. Non-GAAP operating expenses exclude the effect of stock-based compensation and related expenses, amortization of acquisition-related intangible assets and deferred compensation plan expense. Non-GAAP operating income excludes the effect of stock-based compensation and related expenses, amortization of acquisition-related intangible assets and deferred compensation plan expense. Non-GAAP other income, net excludes the effect of deferred compensation plan income. Non-GAAP income before income taxes excludes the effect of stock-based compensation and related expenses, amortization of acquisition-related intangible assets and net deferred compensation plan expense. Projected non-GAAP gross margin excludes the effect of stock-based compensation and related expenses, and amortization of acquisition-related intangible assets. Projected non-GAAP operating expenses exclude the effect of stock-based compensation and related expenses. These non-GAAP financial measures are not prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. A schedule reconciling non-GAAP financial measures is included at the end of this press release. MPS utilizes both GAAP and non-GAAP financial measures to assess what it believes to be its core operating performance and to evaluate and manage its internal business and assist in making financial operating decisions. MPS believes that the inclusion of non-GAAP financial measures, together with GAAP measures, provides investors with an alternative presentation useful to investors’ understanding of MPS’s core operating results and trends. Additionally, MPS believes that the inclusion of non-GAAP measures, together with GAAP measures, provides investors with an additional dimension of comparability to similar companies. However, investors should be aware that non-GAAP financial measures utilized by other companies are not likely to be comparable in most cases to the non-GAAP financial measures used by MPS. See the GAAP to non-GAAP reconciliations in the tables set forth below.

    Earnings Commentary
    Earnings commentary on the results of operations for the quarter ended June 30, 2025 is available under the Investor Relations page on the MPS website.

    Earnings Webinar
    MPS plans to host a question-and-answer webinar covering its financial results at 2:00 p.m. PT / 5:00 p.m. ET, July 31, 2025. The live event will be held via a Zoom webcast, which can be accessed at: https://mpsic.zoom.us/j/98147401910. The Zoom webcast can also be accessed live over the phone by dialing (669) 444-9171; the webcast ID is 98147401910. A replay of the event will be archived and available for replay for one year under the Investor Relations page on the MPS website.

    Safe Harbor Statement
    This press release contains, and statements that will be made during the accompanying earnings webinar will contain, forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including under the “Business Outlook” section and the quote from our CEO herein, including, among other things, (i) projected revenue, GAAP and non-GAAP gross margin, GAAP and non-GAAP operating expenses, stock-based compensation and related expenses, amortization of acquisition-related intangible assets, other income before foreign exchange gains or losses, and fully diluted shares outstanding, (ii) our outlook for the third quarter of fiscal year 2025 and the near-term, medium-term and long-term prospects of MPS, including our ability to adapt to changing market conditions, performance against our business plan, our ability to grow despite the various challenges facing our business, our industry and the global economic environment, revenue growth in certain of our market segments, potential new business segments, our continued investment in research and development (“R&D”), expected revenue growth, customers’ acceptance of our new product offerings, the prospects of our new product development, our expectations regarding market and industry segment trends and prospects, and our projected expansion of capacity and the impact it may have on our business, (iii) our ability to penetrate new markets and expand our market share, (iv) the seasonality of our business, (v) our ability to reduce our expenses, and (vi) statements regarding the assumptions underlying or relating to any statement described in (i), (ii), (iii), (iv), or (v). These forward-looking statements are not historical facts or guarantees of future performance or events, are based on current expectations, estimates, beliefs, assumptions, goals, and objectives, and involve significant known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from the results expressed by these statements. Readers of this press release and listeners to the accompanying earnings webinar are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to differ include, but are not limited to, continued uncertainties in the global economy, including due to the Russia-Ukraine and Middle East conflicts, global tariffs and retaliatory measures and announcements regarding same, inflation, consumer sentiment and other factors; adverse events arising from orders or regulations of governmental entities, including such orders or regulations that impact our customers or suppliers, and adoption of new or amended accounting standards; adverse changes in laws and government regulations such as tariffs on imports of foreign goods, export regulations and export classifications, and tax laws (including the recent H.R.1 Act signed into law on July 4, 2025) or the interpretation of same, including in foreign countries where MPS has offices or operations; the effect of export controls, trade and economic sanctions regulations and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets, particularly in China; our ability to obtain governmental licenses and approvals for international trading activities or technology transfers, including export licenses; acceptance of, or demand for, our products, in particular the new products launched recently, being different than expected; our ability to increase market share in our targeted markets; difficulty in predicting or budgeting for future customer demand and channel inventories, expenses and financial contingencies (including as a result of any continuing impact from the Russia-Ukraine and Middle East conflicts); our ability to efficiently and effectively develop new products and receive a return on our R&D expense investment; our ability to attract new customers and retain existing customers; our ability to meet customer demand for our products due to constraints on our third-party suppliers’ ability to manufacture sufficient quantities of our products or otherwise; our ability to expand manufacturing capacity to support future growth; adverse changes in production and testing efficiency of our products; any political, cultural, military, regulatory, economic, foreign exchange and operational changes in China, where a significant portion of our manufacturing capacity comes from; any market disruptions or interruptions in our schedule of new product development releases; our ability to manage our inventory levels; adequate supply of our products from our third-party manufacturing partners; adverse changes or developments in the semiconductor industry generally, which is cyclical in nature, and our ability to adjust our operations to address such changes or developments; the ongoing consolidation of companies in the semiconductor industry; competition generally and the increasingly competitive nature of our industry; our ability to realize the anticipated benefits of companies and products that MPS acquires, and our ability to effectively and efficiently integrate these acquired companies and products into our operations; the risks, uncertainties and costs of litigation in which MPS is involved; the outcome of any upcoming trials, hearings, motions and appeals; the adverse impact on our financial performance if our tax and litigation provisions are inadequate; our ability to effectively manage our growth and attract and retain qualified personnel; the effect of epidemics and pandemics on the global economy and on our business; the risks associated with the financial market, economy, global tariffs and retaliatory measures and announcements regarding same, and geopolitical uncertainties, including the Russia-Ukraine and Middle East conflicts; and other important risk factors identified under the caption “Risk Factors” and elsewhere in our Securities and Exchange Commission (“SEC”) filings, including, but not limited to, our Annual Report on Form 10-K filed with the SEC on March 3, 2025. MPS assumes no obligation to update the information in this press release or in the accompanying earnings webinar.

    About Monolithic Power Systems

    Monolithic Power Systems, Inc. (“MPS”) is a fabless global company that provides high-performance, semiconductor-based power electronics solutions. MPS’s mission is to reduce energy and material consumption to improve all aspects of quality of life. Founded in 1997 by our CEO Michael Hsing, MPS has three core strengths: deep system-level knowledge, strong semiconductor expertise, and innovative proprietary technologies in the areas of semiconductor processes, system integration, and packaging. These combined advantages enable MPS to deliver reliable, compact, and monolithic solutions that are highly energy-efficient, cost-effective, and environmentally responsible while providing a consistent return on investment to our stockholders. MPS can be contacted through its website at www.monolithicpower.com or its support offices around the world.

    Monolithic Power Systems, MPS, and the MPS logo are registered trademarks of Monolithic Power Systems, Inc. in the U.S. and trademarked in certain other countries. 

    Contact:
    Bernie Blegen
    Executive Vice President and Chief Financial Officer
    Monolithic Power Systems, Inc.
    408-826-0777
    MPSInvestor.Relations@monolithicpower.com 

     
    Monolithic Power Systems, Inc.
    Condensed Consolidated Balance Sheets
    (Unaudited, in thousands, except par value)
     
        June 30,   December 31,
        2025   2024
    ASSETS                
    Current assets:                
    Cash and cash equivalents   $ 787,382     $ 691,816  
    Short-term investments     358,695       171,130  
    Accounts receivable, net     194,821       172,518  
    Inventories     490,642       419,611  
    Other current assets     87,217       109,978  
    Total current assets     1,918,757       1,565,053  
    Property and equipment, net     563,885       494,945  
    Acquisition-related intangible assets, net     9,364       9,938  
    Goodwill     25,944       25,944  
    Deferred tax assets, net     1,309,981       1,326,840  
    Other long-term assets     144,279       194,377  
    Total assets   $ 3,972,210     $ 3,617,097  
                     
    LIABILITIES AND STOCKHOLDERS’ EQUITY                
    Current liabilities:                
    Accounts payable   $ 129,919     $ 102,526  
    Accrued compensation and related benefits     81,296       63,918  
    Other accrued liabilities     172,293       128,123  
    Total current liabilities     383,508       294,567  
    Income tax liabilities     73,185       65,193  
    Other long-term liabilities     113,449       111,570  
    Total liabilities     570,142       471,330  
    Commitments and contingencies                
    Stockholders’ equity:                
    Common stock and additional paid-in capital: $0.001 par value; shares authorized: 150,000; shares issued and outstanding: 47,892 and 47,823, respectively     822,582       706,817  
    Retained earnings     2,603,177       2,487,461  
    Accumulated other comprehensive loss     (23,691 )     (48,511 )
    Total stockholders’ equity     3,402,068       3,145,767  
    Total liabilities and stockholders’ equity   $ 3,972,210     $ 3,617,097  
                     
    Monolithic Power Systems, Inc.
    Condensed Consolidated Statements of Operations
    (Unaudited, in thousands, except per share amounts)
     
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Revenue   $ 664,574     $ 507,431     $ 1,302,128     $ 965,316  
    Cost of revenue     298,558       226,853       582,882       432,297  
    Gross profit     366,016       280,578       719,246       533,019  
    Operating expenses:                                
    Research and development     96,266       77,945       188,493       153,935  
    Selling, general and administrative     104,992       86,097       197,236       167,061  
    Total operating expenses     201,258       164,042       385,729       320,996  
    Operating income     164,758       116,536       333,517       212,023  
    Other income, net     12,220       7,512       17,351       17,052  
    Income before income taxes     176,978       124,048       350,868       229,075  
    Income tax expense     43,252       23,682       83,351       36,168  
    Net income   $ 133,726     $ 100,366     $ 267,517     $ 192,907  
                                     
    Net income per share:                                
    Basic   $ 2.79     $ 2.06     $ 5.59     $ 3.96  
    Diluted   $ 2.78     $ 2.05     $ 5.57     $ 3.94  
    Weighted-average shares outstanding:                                
    Basic     47,887       48,687       47,869       48,660  
    Diluted     48,019       48,945       48,012       48,935  
                                     
    RECONCILIATION OF NET INCOME TO NON-GAAP NET INCOME
    (Unaudited, in thousands, except per share amounts)
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Net income   $ 133,726     $ 100,366     $ 267,517     $ 192,907  
                                     
    Adjustments to reconcile net income to non-GAAP net income:                                
    Stock-based compensation and related expenses     60,280       52,704       114,091       104,473  
    Amortization of acquisition-related intangible assets     320       372       640       663  
    Deferred compensation plan expense, net     281       106       275       153  
    Tax effect     7,573       1,528       13,470       (5,628 )
    Non-GAAP net income   $ 202,180     $ 155,076     $ 395,993     $ 292,568  
                                     
    Non-GAAP net income per share:                                
    Basic   $ 4.22     $ 3.19     $ 8.27     $ 6.01  
    Diluted   $ 4.21     $ 3.17     $ 8.25     $ 5.98  
                                     
    Shares used in the calculation of non-GAAP net income per share:                                
    Basic     47,887       48,687       47,869       48,660  
    Diluted     48,019       48,945       48,012       48,935  
                                     
    RECONCILIATION OF GROSS MARGIN TO NON-GAAP GROSS MARGIN
    (Unaudited, in thousands)
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Gross profit   $ 366,016     $ 280,578     $ 719,246     $ 533,019  
    Gross margin     55.1 %     55.3 %     55.2 %     55.2 %
                                     
    Adjustments to reconcile gross profit to non-GAAP gross profit:                                
    Stock-based compensation and related expenses     1,915       1,635       3,621       3,535  
    Amortization of acquisition-related intangible assets     287       339       574       597  
    Deferred compensation plan expense     605       100       442       540  
    Non-GAAP gross profit   $ 368,823     $ 282,652     $ 723,883     $ 537,691  
    Non-GAAP gross margin     55.5 %     55.7 %     55.6 %     55.7 %
                                     
    RECONCILIATION OF OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES
    (Unaudited, in thousands)
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Total operating expenses   $ 201,258     $ 164,042     $ 385,729     $ 320,996  
                                     
    Adjustments to reconcile total operating expenses to non-GAAP total operating expenses:                                
    Stock-based compensation and related expenses     (58,365 )     (51,069 )     (110,470 )     (100,938 )
    Amortization of acquisition-related intangible assets     (33 )     (33 )     (66 )     (66 )
    Deferred compensation plan expense     (5,256 )     (1,273 )     (4,063 )     (4,899 )
    Non-GAAP operating expenses   $ 137,604     $ 111,667     $ 271,130     $ 215,093  
                                     
    RECONCILIATION OF OPERATING INCOME TO NON-GAAP OPERATING INCOME
    (Unaudited, in thousands)
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Total operating income   $ 164,758     $ 116,536     $ 333,517     $ 212,023  
                                     
    Adjustments to reconcile total operating income to non-GAAP total operating income:                                
    Stock-based compensation and related expenses     60,280       52,704       114,091       104,473  
    Amortization of acquisition-related intangible assets     320       372       640       663  
    Deferred compensation plan expense     5,861       1,373       4,505       5,439  
    Non-GAAP operating income   $ 231,219     $ 170,985     $ 452,753     $ 322,598  
                                     
    RECONCILIATION OF OTHER INCOME, NET, TO NON-GAAP OTHER INCOME, NET
    (Unaudited, in thousands)
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Total other income, net   $ 12,220     $ 7,512     $ 17,351     $ 17,052  
                                     
    Adjustments to reconcile other income, net to non-GAAP other income, net:                                
    Deferred compensation plan income     (5,580 )     (1,266 )     (4,230 )     (5,285 )
    Non-GAAP other income, net   $ 6,640     $ 6,246     $ 13,121     $ 11,767  
                                     
    RECONCILIATION OF INCOME BEFORE INCOME TAXES TO NON-GAAP INCOME BEFORE INCOME TAXES
    (Unaudited, in thousands)
        Three Months Ended June 30,   Six Months Ended June 30,
        2025   2024   2025   2024
    Total income before income taxes   $ 176,978     $ 124,048     $ 350,868     $ 229,075  
                                     
    Adjustments to reconcile income before income taxes to non-GAAP income before income taxes:                                
    Stock-based compensation and related expenses     60,280       52,704       114,091       104,473  
    Amortization of acquisition-related intangible assets     320       372       640       663  
    Deferred compensation plan expense, net     281       106       275       153  
    Non-GAAP income before income taxes   $ 237,859     $ 177,230     $ 465,874     $ 334,364  
                                     
    2025 THIRD QUARTER OUTLOOK
    RECONCILIATION OF GROSS MARGIN TO NON-GAAP GROSS MARGIN
    (Unaudited)
        Three Months Ending
        September 30, 2025
        Low   High
    Gross margin     54.9 %     55.5 %
    Adjustment to reconcile gross margin to non-GAAP gross margin:                
    Stock-based compensation and other expenses     0.3 %     0.3 %
    Non-GAAP gross margin     55.2 %     55.8 %
                     
    RECONCILIATION OF OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES
    (Unaudited, in thousands)
        Three Months Ending
        September 30, 2025
        Low   High
    Operating expenses   $ 201,300     $ 207,300  
    Adjustments to reconcile operating expenses to non-GAAP operating expenses:                
    Stock-based compensation and other expenses     (58,300 )     (60,300 )
    Non-GAAP operating expenses   $ 143,000     $ 147,000  
                     

    The MIL Network –

    August 5, 2025
  • MIL-OSI: Fidus Investment Corporation Schedules Second Quarter 2025 Earnings Release and Conference Call

    Source: GlobeNewswire (MIL-OSI)

    EVANSTON, Ill., July 31, 2025 (GLOBE NEWSWIRE) — Fidus Investment Corporation (NASDAQ: FDUS) (“Fidus” or the “Company”) today announced that it will report its second quarter 2025 financial results on Thursday, August 7, 2025 after the close of the financial markets.

    Management will host a conference call to discuss the operating and financial results at 9:00am ET on Friday, August 8, 2025. To participate in the conference call, please dial (844) 808-7136 approximately 10 minutes prior to the call. International callers should dial (412) 317-0534. Please ask to be joined into the Fidus Investment Corporation call.

    A live webcast of the conference call will be available at https://investor.fdus.com/news-events/events-presentations. Please access the website 15 minutes prior to the start of the call to download and install any necessary audio software.

    A webcast replay of the conference call will be available two hours after the call on the investor relations section of the Company’s website.

    ABOUT FIDUS INVESTMENT CORPORATION

    Fidus Investment Corporation provides customized debt and equity financing solutions to lower middle-market companies, which management generally defines as U.S. based companies with revenues between $10 million and $150 million. The Company’s investment objective is to provide attractive risk-adjusted returns by generating both current income from debt investments and capital appreciation from equity related investments. Fidus seeks to partner with business owners, management teams and financial sponsors by providing customized financing for change of ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives.

    Fidus is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. In addition, for tax purposes, Fidus has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Fidus was formed in February 2011 to continue and expand the business of Fidus Mezzanine Capital, L.P., which commenced operations in May 2007 and is licensed by the U.S. Small Business Administration as a Small Business Investment Company (SBIC).

    FORWARD-LOOKING STATEMENTS

    This press release may contain certain forward-looking statements which are based upon current expectations and are inherently uncertain, including, but not limited to, statements about the future performance and financial condition of the Company, the prospects of our existing and prospective portfolio companies, the financial condition and ability of our existing and prospective portfolio companies to achieve their objectives, and the timing, form and amount of any distributions or supplemental dividends in the future. Any such statements, other than statements of historical fact, are likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under the Company’s control, and that the Company may or may not have considered, such as changes in the financial and lending markets and the impact of interest rate volatility, including the decommissioning of LIBOR and rising interest rates; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual developments and results are highly likely to vary materially from these estimates and projections of the future as a result of a number of factors related to changes in the markets in which the Company invests, changes in the financial, capital, and lending markets, and other factors described from time to time in the Company’s filings with the Securities and Exchange Commission. Such statements speak only as of the time when made, and are based on information available to the Company as of the date hereof and are qualified in their entirety by this cautionary statement. The Company undertakes no obligation to update any such statement now or in the future, except as required by applicable law.

    The MIL Network –

    August 5, 2025
  • MIL-OSI: LPL Financial Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Key Financial Results:

    • Net Income was $273 million, translating to diluted earnings per share (“EPS”) of $3.40, up 5% from a year ago
    • Adjusted EPS* increased 16% year-over-year to $4.51
      • Gross profit* increased 21% year-over-year to $1,304 million
      • Core G&A* increased 15% year-over-year to $426 million
      • Adjusted pre-tax income* increased 23% year-over-year to $490 million

    Key Business Results:

    • Total advisory and brokerage assets increased 28% year-over-year to $1.9 trillion
      • Advisory assets increased 28% year-over-year to $1.1 trillion
      • Advisory assets as a percentage of total assets decreased to 55.3%, down from 55.4% a year ago
    • Total organic net new assets were $21 billion, representing 5% annualized growth
      • This included $0.1 billion of assets from Wintrust Investments, LLC and certain private client business at Great Lakes Advisors, LLC (collectively, “Wintrust”), and $4 billion of assets that off-boarded as part of the previously disclosed planned separation from misaligned large OSJs. Prior to these impacts, organic net new assets were $24 billion, translating to a 5% annualized growth rate
    • Recruited assets(1)were $18 billion, down 24% from a year ago
      • Recruited assets over the trailing twelve months were $161 billion
    • Total client cash balances were $51 billion, a decrease of $2 billion sequentially and an increase of $7 billion year-over-year
      • Client cash balances as a percentage of total assets were 2.6%, down from 3.0% in the prior quarter and down from 2.9% in the prior year

    Key Capital and Liquidity Measures:

    • Corporate cash(2)was $3.6 billion
    • Leverage ratio(3)was 1.23x
    • Dividends paid were $24.0 million

    *See the Non-GAAP Financial Measures section and the endnotes to this release for further details about these non-GAAP financial measures

    Key Updates

    Large Institutions:

    • First Horizon Bank (“First Horizon”): Expect to onboard in the third quarter of 2025. First Horizon supports approximately 120 advisors, managing approximately $17 billion of brokerage and advisory assets

    M&A:

    • Atria Wealth Solutions, Inc. (“Atria”): Completed the conversion of Atria to the LPL platform
    • Commonwealth Financial Network (“Commonwealth”): Expect to close the acquisition of Commonwealth on August 1, 2025 and complete the conversion in the fourth quarter of 2026. Commonwealth supports approximately 3,000 advisors in the U.S., managing approximately $305 billion of brokerage and advisory assets(4)
    • Liquidity & Succession: Deployed approximately $105 million of capital to close nine deals in Q2, including one external practice

    Core G&A:

    • Given our performance to date, we are lowering our 2025 Core G&A* outlook to a range of $1,720-1,750 million, including $170-180 million related to Prudential and Atria
    • Additionally, we are increasing the range by $160-170 million to include costs related to the acquisition of Commonwealth, resulting in an updated range of $1,880-1,920 million

    Capital Management:

    • Debt Rating: On July 14, 2025, Fitch Ratings assigned LPL a long-term issuer default rating of BBB, further improving our profile in the investment grade market

    SAN DIEGO, July 31, 2025 (GLOBE NEWSWIRE) — LPL Financial Holdings Inc. (Nasdaq: LPLA) (the “Company”) today announced results for its second quarter ended June 30, 2025, reporting net income of $273 million, or $3.40 per share. This compares with $244 million, or $3.23 per share, in the second quarter of 2024 and $319 million, or $4.24 per share, in the prior quarter.

    “We continue to execute on our vision to be the best firm in wealth management,” said Rich Steinmeier, CEO. “In Q2, we delivered another quarter of strong business performance and excellent financial results, while continuing to advance key initiatives.”

    “In the second quarter, we recorded industry-leading organic growth, continued preparation to onboard First Horizon, and successfully onboarded Atria. In addition, we expect to complete our acquisition of Commonwealth tomorrow morning,” said Matt Audette, President and CFO. “Looking ahead, our business momentum and financial strength position us well to continue delivering long-term shareholder value.”

    Dividend Declaration

    The Company’s Board of Directors declared a $0.30 per share dividend to be paid on August 29, 2025 to all stockholders of record as of August 15, 2025.

    Conference Call and Additional Information

    The Company will hold a conference call to discuss its results at 5:00 p.m. ET on Thursday, July 31, 2025. The conference call will be accessible and available for replay at investor.lpl.com/events.

    Contacts

    Investor Relations
    investor.relations@lplfinancial.com

    Media Relations
    media.relations@lplfinancial.com

    About LPL Financial

    LPL Financial Holdings Inc. (Nasdaq: LPLA) is among the fastest growing wealth management firms in the U.S. As a leader in the financial advisor-mediated marketplace(5), LPL supports over 29,000 financial advisors and the wealth management practices of approximately 1,100 financial institutions, servicing and custodying approximately $1.9 trillion in brokerage and advisory assets on behalf of approximately 7 million Americans. The firm provides a wide range of advisor affiliation models, investment solutions, fintech tools and practice management services, ensuring that advisors and institutions have the flexibility to choose the business model, services, and technology resources they need to run thriving businesses. For further information about LPL, please visit https://lpl.com/.

    Securities and advisory services offered through LPL Financial LLC (“LPL Financial”) or its affiliate LPL Enterprise, LLC (“LPL Enterprise”), both registered investment advisers and broker-dealers. Members FINRA/SIPC.

    Throughout this communication, the terms “financial advisors” and “advisors” are used to refer to registered representatives and/or investment advisor representatives affiliated with LPL Financial or LPL Enterprise.

    We routinely disclose information that may be important to shareholders in the “Investor Relations” or “Press Releases” section of our website.

    Forward-Looking Statements

    This press release contains statements regarding:

    • the expected closing of the Company’s acquisition of Commonwealth, the Company’s retention of Commonwealth advisors following the closing and Commonwealth’s future financial and operating performance;
    • the amount and timing of the onboarding of acquired, recruited or transitioned brokerage and advisory assets, including Commonwealth and First Horizon;
    • the Company’s future financial and operating results, growth, plans, priorities and business strategies, including forecasts and statements related to the Company’s ICA yield, service and fee revenue, transaction revenue, tax rate, core G&A expense, promotional expense, interest expense and income, depreciation and amortization, leverage ratio (including plans to reduce leverage), payout rate, corporate cash, run-rate EBITDA, transaction revenue, operating margin and share repurchases; and
    • future capabilities, future advisor service experience, future investments and capital deployment, including share repurchase activity and dividends, if any, and long-term shareholder value.

    These and any other statements that are not related to present facts or current conditions, or that are not purely historical, constitute forward-looking statements. They reflect the Company’s expectations and objectives as of July 31, 2025 and are not guarantees that expectations or objectives expressed or implied will be achieved. The achievement of such expectations and objectives involves risks and uncertainties that may cause actual results, levels of activity or the timing of events to differ materially from those expressed or implied by forward-looking statements. Important factors that could cause or contribute to such differences include:

    • the failure to satisfy the closing conditions applicable to the Company’s purchase agreement with Commonwealth;
    • difficulties and delays in onboarding the assets of acquired, recruited or transitioned advisors, including the receipt and timing of regulatory approvals that may be required;
    • disruptions in the businesses of the Company and Commonwealth that could make it more difficult to maintain relationships with advisors and their clients;
    • the choice by clients of acquired or recruited advisors not to open brokerage and/or advisory accounts at the Company;
    • changes in general economic and financial market conditions, including retail investor sentiment;
    • changes in interest rates and fees payable by banks participating in the Company’s client cash programs, including the Company’s success in negotiating agreements with current or additional counterparties;
    • the Company’s strategy and success in managing client cash program fees;
    • fluctuations in the levels of advisory and brokerage assets, including net new assets, and the related impact on revenue;
    • effects of competition in the financial services industry and the success of the Company in attracting and retaining financial advisors and institutions, and their ability to provide financial products and services effectively;
    • whether retail investors served by newly-recruited advisors choose to move their respective assets to new accounts at the Company;
    • changes in the growth and profitability of the Company’s fee-based offerings and asset-based revenues;
    • the effect of current, pending and future legislation, regulation and regulatory actions, including disciplinary actions imposed by federal and state regulators and self-regulatory organizations;
    • the cost of defending, settling and remediating issues related to regulatory matters or legal proceedings, including civil monetary penalties or actual costs of reimbursing customers for losses in excess of our reserves or insurance;
    • changes made to the Company’s services and pricing, including in response to competitive developments and current, pending and future legislation, regulation and regulatory actions, and the effect that such changes may have on the Company’s gross profit streams and costs;
    • the execution of the Company’s capital management plans, including its compliance with the terms of the Company’s amended and restated credit agreement, the committed revolving credit facilities of the Company and LPL Financial, and the indentures governing the Company’s senior unsecured notes;
    • strategic acquisitions and investments, including pursuant to the Company’s Liquidity & Succession solution, and the effect that such acquisitions and investments may have on the Company’s capital management plans and liquidity;
    • the price, availability and trading volumes of shares of the Company’s common stock, which will affect the timing and size of future share repurchases by the Company, if any;
    • the execution of the Company’s plans and its success in realizing the synergies, expense savings, service improvements or efficiencies expected to result from its investments, initiatives and acquisitions, expense plans and technology initiatives;
    • whether advisors affiliated with Commonwealth and First Horizon will transition registration to the Company and whether assets reported as serviced by such financial advisors will translate into assets of the Company;
    • the performance of third-party service providers to which business processes have been transitioned;
    • the Company’s ability to control operating risks, information technology systems risks, cybersecurity risks and sourcing risks; and
    • the other factors set forth in the Company’s most recent Annual Report on Form 10-K, as may be amended or updated in the Company’s Quarterly Reports on Form 10-Q or other filings with the Securities and Exchange Commission.

    Except as required by law, the Company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this earnings release, and you should not rely on statements contained herein as representing the Company’s view as of any date subsequent to the date of this press release.


    LPL Financial Holdings Inc.

    Condensed Consolidated Statements of Income
    (In thousands, except per share data)
    (Unaudited)
        Three Months Ended   Three Months Ended  
        June 30, March 31,   June 30,  
          2025     2025   Change   2024   Change
    REVENUE            
    Advisory   $ 1,717,738   $ 1,689,245   2% $ 1,288,163   33%
    Commission:            
    Sales-based     619,792     610,038   2%   423,070   46%
    Trailing     418,295     437,719   (4%)   363,976   15%
    Total commission     1,038,087     1,047,757   (1%)   787,046   32%
    Asset-based:            
    Client cash     397,332     392,031   1%   341,475   16%
    Other asset-based     305,015     303,210   1%   259,533   18%
    Total asset-based     702,347     695,241   1%   601,008   17%
    Service and fee     151,839     145,199   5%   135,000   12%
    Interest income, net     76,941     43,851   75%   47,478   62%
    Transaction     60,541     67,864   (11%)   58,935   3%
    Other     87,532     (19,150 ) n/m   14,139   n/m
        Total revenue     3,835,025     3,670,007   4%   2,931,769   31%
    EXPENSE            
    Advisory and commission     2,483,165     2,353,925   5%   1,819,027   37%
    Compensation and benefits     319,100     305,546   4%   274,000   16%
    Promotional     177,552     145,645   22%   136,125   30%
    Interest expense on borrowings     105,636     85,862   23%   64,341   64%
    Depreciation and amortization     96,231     92,356   4%   70,999   36%
    Occupancy and equipment     81,443     77,240   5%   69,529   17%
    Amortization of other intangibles     46,103     43,521   6%   30,607   51%
    Brokerage, clearing and exchange     43,290     44,138   (2%)   32,984   31%
    Professional services     41,092     36,326   13%   22,100   86%
    Communications and data processing     21,417     19,506   10%   19,406   10%
    Other     51,192     48,689   5%   62,580   (18%)
        Total expense     3,466,221     3,252,754   7%   2,601,698   33%
    INCOME BEFORE PROVISION FOR INCOME TAXES     368,804     417,253   (12%)   330,071   12%
    PROVISION FOR INCOME TAXES     95,555     98,680   (3%)   86,271   11%
    NET INCOME   $ 273,249   $ 318,573   (14%) $ 243,800   12%
    EARNINGS PER SHARE            
    Earnings per share, basic   $ 3.42   $ 4.27   (20%) $ 3.26   5%
    Earnings per share, diluted   $ 3.40   $ 4.24   (20%) $ 3.23   5%
    Weighted-average shares outstanding, basic     79,984     74,600   7%   74,725   7%
    Weighted-average shares outstanding, diluted     80,373     75,112   7%   75,548   6%
    LPL Financial Holdings Inc.
    Condensed Consolidated Statements of Income
    (In thousands, except per share data)
    (Unaudited)
        Six Months Ended  
        June 30,  
          2025     2024   Change
    REVENUE        
    Advisory   $ 3,406,983   $ 2,487,974   37%
    Commission:        
    Sales-based     1,229,830     808,305   52%
    Trailing     856,014     725,187   18%
    Total commission     2,085,844     1,533,492   36%
    Asset-based:        
    Client cash     789,363     693,857   14%
    Other asset-based     608,225     507,872   20%
    Total asset-based     1,397,588     1,201,729   16%
    Service and fee     297,038     267,172   11%
    Transaction     128,405     116,193   11%
    Interest income, net     120,792     91,003   33%
    Other     68,382     66,799   2%
        Total revenue     7,505,032     5,764,362   30%
    EXPENSE        
    Advisory and commission     4,837,090     3,552,514   36%
    Compensation and benefits     624,646     548,369   14%
    Promotional     323,197     262,744   23%
    Interest expense on borrowings     191,498     124,423   54%
    Depreciation and amortization     188,587     138,157   37%
    Occupancy and equipment     158,683     135,793   17%
    Amortization of other intangibles     89,624     60,159   49%
    Brokerage, clearing and exchange     87,428     63,516   38%
    Professional services     77,418     35,379   119%
    Communications and data processing     40,923     39,150   5%
    Other     99,881     99,895   —%
        Total expense     6,718,975     5,060,099   33%
    INCOME BEFORE PROVISION FOR INCOME TAXES     786,057     704,263   12%
    PROVISION FOR INCOME TAXES     194,235     171,699   13%
    NET INCOME   $ 591,822   $ 532,564   11%
    EARNINGS PER SHARE        
    Earnings per share, basic   $ 7.66   $ 7.13   7%
    Earnings per share, diluted   $ 7.61   $ 7.05   8%
    Weighted-average shares outstanding, basic     77,307     74,644   4%
    Weighted-average shares outstanding, diluted     77,760     75,529   3%
    LPL Financial Holdings Inc.
    Condensed Consolidated Statements of Financial Condition
    (In thousands, except share data)
    (Unaudited)
        June 30, 2025 March 31, 2025 December 31, 2024
    ASSETS
    Cash and equivalents   $ 4,185,337   $ 1,229,181   $ 967,079  
    Cash and equivalents segregated under federal or other regulations     1,611,200     1,513,037     1,597,249  
    Restricted cash     116,675     112,458     119,724  
    Receivables from clients, net     710,463     613,766     633,834  
    Receivables from brokers, dealers and clearing organizations     129,490     112,249     76,545  
    Advisor loans, net     2,536,190     2,468,033     2,281,088  
    Other receivables, net     951,063     939,411     902,777  
    Investment securities ($124,639, $122,729, and $42,267 at fair value at June 30, 2025, March 31, 2025, and December 31, 2024, respectively)     139,962     138,007     57,481  
    Property and equipment, net     1,278,991     1,237,693     1,210,027  
    Goodwill     2,213,393     2,213,100     2,172,873  
    Other intangibles, net     1,641,133     1,570,558     1,482,988  
    Other assets     1,959,779     1,815,729     1,815,739  
    Total assets   $ 17,473,676   $ 13,963,222   $ 13,317,404  
    LIABILITIES AND STOCKHOLDERS’ EQUITY
    LIABILITIES:        
    Client payables   $ 2,090,520   $ 2,045,285   $ 1,898,665  
    Payables to brokers, dealers and clearing organizations     273,593     252,035     129,228  
    Accrued advisory and commission expenses payable     303,614     303,837     323,996  
    Corporate debt and other borrowings, net     7,175,032     5,686,678     5,494,724  
    Accounts payable and accrued liabilities     556,086     479,803     588,450  
    Other liabilities     2,000,415     2,071,801     1,951,739  
    Total liabilities     12,399,260     10,839,439     10,386,802  
    STOCKHOLDERS’ EQUITY:        
    Common stock, $0.001 par value; 600,000,000 shares authorized; 136,603,206, 131,194,549, and 130,914,541 shares issued at June 30, 2025, March 31, 2025, and December 31, 2024, respectively     136     131     131  
    Additional paid-in capital     3,787,009     2,089,155     2,066,268  
    Treasury stock, at cost — 56,599,471, 56,611,181, and 56,253,909 shares at June 30, 2025, March 31, 2025, and December 31, 2024, respectively     (4,332,275 )   (4,331,582 )   (4,202,322 )
    Retained earnings     5,619,546     5,366,079     5,066,525  
    Total stockholders’ equity     5,074,416     3,123,783     2,930,602  
    Total liabilities and stockholders’ equity   $ 17,473,676   $ 13,963,222   $ 13,317,404  
    LPL Financial Holdings Inc.
    Management’s Statements of Operations
    (In thousands, except per share data)
    (Unaudited)
    Certain information in this release is presented as reviewed by the Company’s management and includes information derived from the Company’s unaudited condensed consolidated statements of income, non-GAAP financial measures and operational and performance metrics. For information on non-GAAP financial measures, please see the section titled“Non-GAAP Financial Measures”in this release.

        Quarterly Results
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Gross Profit(6)            
    Advisory   $ 1,717,738   $ 1,689,245   2% $ 1,288,163   33%
    Trailing commissions     418,295     437,719   (4%)   363,976   15%
    Sales-based commissions     619,792     610,038   2%   423,070   46%
    Advisory fees and commissions     2,755,825     2,737,002   1%   2,075,209   33%
    Production-based payout(7)     (2,406,692 )   (2,374,368 ) 1%   (1,812,050 ) 33%
    Advisory fees and commissions, net of payout     349,133     362,634   (4%)   263,159   33%
    Client cash(8)     413,516     408,224   1%   361,316   14%
    Other asset-based(9)     305,015     303,210   1%   259,533   18%
    Service and fee     151,839     145,199   5%   135,000   12%
    Transaction     60,541     67,864   (11%)   58,935   3%
    Interest income, net(10)     60,738     27,637   120%   27,618   120%
    Other revenue(11)     6,785     2,023   n/m   6,621   2%
    Total net advisory fees and commissions and attachment revenue     1,347,567     1,316,791   2%   1,112,182   21%
    Brokerage, clearing and exchange expense     (43,290 )   (44,138 ) (2%)   (32,984 ) 31%
    Gross Profit(6)     1,304,277     1,272,653   2%   1,079,198   21%
    G&A Expense            
    Core G&A(12)     425,595     413,069   3%   370,912   15%
    Regulatory charges     7,267     6,887   6%   7,594   (4%)
    Promotional (ongoing)(13)(14)     163,575     151,932   8%   147,830   11%
    Acquisition costs excluding interest(14)     71,562     43,407   65%   36,876   94%
    Employee share-based compensation     19,504     18,366   6%   19,968   (2%)
    Total G&A     687,503     633,661   8%   583,180   18%
    EBITDA(15)     616,774     638,992   (3%)   496,018   24%
    Depreciation and amortization     96,231     92,356   4%   70,999   36%
    Amortization of other intangibles     46,103     43,521   6%   30,607   51%
    Interest expense on borrowings(16)     102,323     80,725   27%   64,341   59%
    Acquisition costs – interest(14)     3,313     5,137   (36%)   —   100%
    INCOME BEFORE PROVISION FOR INCOME TAXES     368,804     417,253   (12%)   330,071   12%
    PROVISION FOR INCOME TAXES     95,555     98,680   (3%)   86,271   11%
    NET INCOME   $ 273,249   $ 318,573   (14%) $ 243,800   12%
    Earnings per share, diluted   $ 3.40   $ 4.24   (20%) $ 3.23   5%
    Weighted-average shares outstanding, diluted     80,373     75,112   7%   75,548   6%
    Adjusted EBITDA(15)   $ 688,336   $ 682,399   1% $ 532,894   29%
    Adjusted pre-tax income(17)   $ 489,782   $ 509,318   (4%) $ 397,554   23%
    Adjusted EPS(18)   $ 4.51   $ 5.15   (12%) $ 3.88   16%
    LPL Financial Holdings Inc.
    Operating Metrics
    (Dollars in billions, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Market Drivers            
    S&P 500 Index (end of period)     6,205     5,612   11%   5,460   14%
    Russell 2000 Index (end of period)     2,175     2,012   8%   2,048   6%
    Fed Funds daily effective rate (average bps)     433     433   —bps   533   (100bps)
                 
    Advisory and Brokerage Assets(19)            
    Advisory assets   $ 1,060.7   $ 977.4   9% $ 829.1   28%
    Brokerage assets     858.5     817.5   5%   668.7   28%
    Total Advisory and Brokerage Assets   $ 1,919.2   $ 1,794.9   7% $ 1,497.8   28%
    Advisory as a % of Total Advisory and Brokerage Assets     55.3 %   54.5 % 80bps   55.4 % (10bps)
                 
    Assets by Platform            
    Corporate advisory assets(20)   $ 766.4   $ 699.1   10% $ 567.8   35%
    Independent RIA advisory assets(20)     294.3     278.3   6%   261.3   13%
    Brokerage assets     858.5     817.5   5%   668.7   28%
    Total Advisory and Brokerage Assets   $ 1,919.2   $ 1,794.9   7% $ 1,497.8   28%
                 
    Centrally Managed Assets            
    Centrally managed assets(21)   $ 183.5   $ 164.4   12% $ 126.9   45%
    Centrally Managed as a % of Total Advisory Assets     17.3 %   16.8 % 50bps   15.3 % 200bps
    LPL Financial Holdings Inc.
    Operating Metrics
    (Dollars in billions, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Organic Net New Assets (NNA)(22)            
    Organic net new advisory assets   $ 23.1   $ 35.7   n/m $ 26.6   n/m
    Organic net new brokerage assets     (2.6 )   35.2   n/m   2.5   n/m
    Total Organic Net New Assets   $ 20.5   $ 70.9   n/m $ 29.0   n/m
                 
    Acquired Net New Assets(22)            
    Acquired net new advisory assets   $ —   $ 1.9   n/m $ 0.3   n/m
    Acquired net new brokerage assets     —     6.0   n/m   4.8   n/m
    Total Acquired Net New Assets   $ —   $ 7.9   n/m $ 5.0   n/m
                 
    Total Net New Assets(22)            
    Net new advisory assets   $ 23.1   $ 37.6   n/m $ 26.8   n/m
    Net new brokerage assets     (2.6 )   41.2   n/m   7.2   n/m
    Total Net New Assets   $ 20.5   $ 78.8   n/m $ 34.0   n/m
                 
    Net brokerage to advisory conversions(23)   $ 6.4   $ 5.9   n/m $ 3.7   n/m
    Organic advisory NNA annualized growth(24)     9.5 %   14.9 % n/m   13.4 % n/m
    Total organic NNA annualized growth(24)     4.6 %   16.3 % n/m   8.1 % n/m
                 
    Net New Advisory Assets(22)            
    Corporate RIA net new advisory assets   $ 24.8   $ 31.7   n/m $ 23.4   n/m
    Independent RIA net new advisory assets     (1.7 )   5.9   n/m   3.4   n/m
    Total Net New Advisory Assets   $ 23.1   $ 37.6   n/m $ 26.8   n/m
    Centrally managed net new advisory assets(22)   $ 6.1   $ 6.5   n/m $ 4.4   n/m
                 
    Net buy (sell) activity(25)   $ 36.6   $ 42.0   n/m $ 39.3   n/m
    Note: Totals may not foot due to rounding.
    LPL Financial Holdings Inc.
    Client Cash Data
    (Dollars in thousands, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Client Cash Balances (in billions)(26)            
    Insured cash account sweep   $ 34.2   $ 36.1   (5%) $ 31.0   10%
    Deposit cash account sweep     10.8     10.7   1%   9.2   17%
    Total Bank Sweep     44.9     46.8   (4%)   40.2   12%
    Money market sweep     3.7     4.3   (14%)   2.3   61%
    Total Client Cash Sweep Held by Third Parties     48.6     51.1   (5%)   42.5   14%
    Client cash account (CCA)     2.0     1.9   5%   1.5   33%
    Total Client Cash Balances   $ 50.6   $ 53.1   (5%) $ 44.0   15%
    Client Cash Balances as a % of Total Assets     2.6 %   3.0 % (40bps)   2.9 % (30bps)
    Note: Totals may not foot due to rounding.
      Three Months Ended
      June 30, 2025 March 31, 2025 June 30, 2024
    Interest-Earnings Assets Average Balance (in billions) Revenue Net Yield (bps)(27) Average Balance (in billions) Revenue Net Yield (bps)(27) Average Balance (in billions) Revenue Net Yield (bps)(27)
    Insured cash account sweep $ 34.4 $ 293,420 342 $ 36.0 $ 299,618 337 $ 31.7 $ 250,804 318
    Deposit cash account sweep   10.7   101,298 381   10.2   89,728 356   9.0   89,070 399
    Total Bank Sweep   45.1   394,718 351   46.2   389,346 341   40.7   339,874 336
    Money market sweep   4.0   2,614 26   4.1   2,685 26   2.3   1,601 28
    Total Client Cash Held ByThird Parties   49.1   397,332 325   50.4   392,031 316   43.0   341,475 320
    Client cash account (CCA)   1.7   16,184 378   1.8   16,193 368   1.7   19,841 472
    Total Client Cash   50.8   413,516 326   52.2   408,224 317   44.7   361,316 326
    Margin receivables   0.6   12,080 807   0.6   11,444 789   0.5   10,521 889
    Other interest revenue   4.4   48,658 448   1.3   16,193 512   1.3   17,097 545
    Total Client Cash andInterest Income, Net $ 55.8 $ 474,254 341 $ 54.0 $ 435,861 327 $ 46.5 $ 388,934 337
    Note: Totals may not foot due to rounding.
    LPL Financial Holdings Inc.
    Monthly Metrics
    (Dollars in billions, except where noted)
    (Unaudited)
        June 2025 May 2025 Change April 2025 March 2025
    Advisory and Brokerage Assets(19)            
    Advisory assets   $ 1,060.7   $ 1,021.6   4% $ 978.6   $ 977.4  
    Brokerage assets     858.5     832.9   3%   809.4     817.5  
    Total Advisory and Brokerage Assets   $ 1,919.2   $ 1,854.5   3% $ 1,787.9   $ 1,794.9  
                 
    Organic Net New Assets (NNA)(22)            
    Organic net new advisory assets   $ 7.9   $ 8.3   n/m $ 6.9   $ 12.7  
    Organic net new brokerage assets     0.1     (1.8 ) n/m   (0.8 )   0.5  
    Total Organic Net New Assets   $ 8.0   $ 6.5   n/m $ 6.1   $ 13.1  
                 
    Acquired Net New Assets(22)            
    Acquired net new advisory assets   $ —   $ —   n/m $ —   $ 1.8  
    Acquired net new brokerage assets     —     —   n/m   —     5.3  
    Total Acquired Net New Assets   $ —   $ —   n/m $ —   $ 7.1  
                 
    Total Net New Assets(22)            
    Net new advisory assets   $ 7.9   $ 8.3   n/m $ 6.9   $ 14.5  
    Net new brokerage assets     0.1     (1.8 ) n/m   (0.8 )   5.8  
    Total Net New Assets   $ 8.0   $ 6.5   n/m $ 6.1   $ 20.2  
    Net brokerage to advisory conversions(23)   $ 2.4   $ 2.2   n/m $ 1.7   $ 1.9  
                 
    Client Cash Balances(26)            
    Insured cash account sweep   $ 34.2   $ 33.4   2% $ 35.2   $ 36.1  
    Deposit cash account sweep     10.8     10.6   2%   10.7     10.7  
    Total Bank Sweep     44.9     44.0   2%   45.9     46.8  
    Money market sweep     3.7     3.9   (5%)   4.2     4.3  
    Total Client Cash Sweep Held by Third Parties     48.6     47.9   1%   50.2     51.1  
    Client cash account (CCA)     2.0     1.3   54%   1.6     1.9  
    Total Client Cash Balances   $ 50.6   $ 49.2   3% $ 51.8   $ 53.1  
                 
    Net buy (sell) activity(25)   $ 12.7   $ 13.5   n/m $ 10.4   $ 13.2  
                 
    Market Drivers            
    S&P 500 Index (end of period)     6,205     5,912   5%   5,569     5,612  
    Russell 2000 Index (end of period)     2,175     2,066   5%   1,964     2,012  
    Fed Funds effective rate (average bps)     433     433   —bps   433     433  
    Note: Totals may not foot due to rounding.
    LPL Financial Holdings Inc.
    Financial Measures
    (Dollars in thousands, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Commission Revenue by Product            
    Annuities   $ 629,763   $ 615,594   2% $ 469,100   34%
    Mutual funds     223,317     233,895   (5%)   187,432   19%
    Fixed income     53,014     61,553   (14%)   53,192   —%
    Equities     47,811     49,074   (3%)   34,434   39%
    Other     84,182     87,641   (4%)   42,888   96%
    Total commission revenue   $ 1,038,087   $ 1,047,757   (1%) $ 787,046   32%
                 
    Commission Revenue by Sales-based and Trailing                    
    Sales-based commissions            
    Annuities   $ 393,654   $ 365,767   8% $ 260,188   51%
    Mutual funds     52,301     55,607   (6%)   42,981   22%
    Fixed income     53,014     61,553   (14%)   53,192   —%
    Equities     47,811     49,074   (3%)   34,434   39%
    Other     73,012     78,037   (6%)   32,275   126%
    Total sales-based commissions   $ 619,792   $ 610,038   2% $ 423,070   46%
    Trailing commissions            
    Annuities   $ 236,109   $ 249,827   (5%) $ 208,912   13%
    Mutual funds     171,016     178,288   (4%)   144,451   18%
    Other     11,170     9,604   16%   10,613   5%
    Total trailing commissions   $ 418,295   $ 437,719   (4%) $ 363,976   15%
    Total commission revenue   $ 1,038,087   $ 1,047,757   (1%) $ 787,046   32%
                 
    Payout Rate(7)     87.33 %   86.75 % 58bps   87.32 % 1bps
    LPL Financial Holdings Inc.
    Capital Management Measures
    (Dollars in thousands, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Q4 2024
    Cash and equivalents   $ 4,185,337   $ 1,229,181   $ 967,079  
    Cash at regulated subsidiaries     (1,288,722 )   (1,085,459 )   (884,779 )
    Excess cash at regulated subsidiaries per the Credit Agreement     720,359     476,908     397,138  
    Corporate Cash(2)   $ 3,616,974   $ 620,630   $ 479,438  
             
    Corporate Cash(2)        
    Cash at LPL Holdings, Inc.   $ 2,841,718   $ 104,080   $ 39,782  
    Excess cash at regulated subsidiaries per the Credit Agreement     720,359     476,908     397,138  
    Cash at non-regulated subsidiaries     54,897     39,642     42,518  
    Corporate Cash   $ 3,616,974   $ 620,630   $ 479,438  
             
    Leverage Ratio        
    Total debt   $ 7,220,000   $ 5,720,000   $ 5,517,000  
    Total corporate cash     3,616,974     620,630     479,438  
    Credit Agreement Net Debt   $ 3,603,026   $ 5,099,370   $ 5,037,562  
    Credit Agreement EBITDA (trailing twelve months)(28)   $ 2,922,433   $ 2,797,285   $ 2,665,033  
    Leverage Ratio     1.23 x   1.82 x   1.89 x
        June 30, 2025  
    Total Debt   Balance Current Applicable Margin Interest Rate Maturity
    Revolving Credit Facility(a)   $ —   ABR+37.5 bps / SOFR+147.5 bps 5.797 % 5/20/2029
    Broker-Dealer Revolving Credit Facility     —   SOFR+125 bps 5.700 % 5/18/2026
    Senior Unsecured Term Loan A     1,020,000   SOFR+147.5 bps(b) 5.791 % 12/5/2026
    Senior Unsecured Notes     500,000   5.700% Fixed 5.700 % 5/20/2027
    Senior Unsecured Notes     400,000   4.625% Fixed 4.625 % 11/15/2027
    Senior Unsecured Notes     500,000   4.900% Fixed 4.900 % 4/3/2028
    Senior Unsecured Notes     750,000   6.750% Fixed 6.750 % 11/17/2028
    Senior Unsecured Notes     900,000   4.000% Fixed 4.000 % 3/15/2029
    Senior Unsecured Notes     750,000   5.200% Fixed 5.200 % 3/15/2030
    Senior Unsecured Notes     500,000   5.150% Fixed 5.150 % 6/15/2030
    Senior Unsecured Notes     400,000   4.375% Fixed 4.375 % 5/15/2031
    Senior Unsecured Notes     500,000   6.000% Fixed 6.000 % 5/20/2034
    Senior Unsecured Notes     500,000   5.650% Fixed 5.650 % 3/15/2035
    Senior Unsecured Notes     500,000   5.750% Fixed 5.750 % 6/15/2035
    Total / Weighted Average   $ 7,220,000     5.352 %  
    (a) Unsecured borrowing capacity of $2.25 billion at LPL Holdings, Inc.
    (b) The SOFR rate option is a one-month SOFR rate and subject to an interest rate floor of 0 bps.
    LPL Financial Holdings Inc.
    Key Business and Financial Metrics
    (Dollars in thousands, except where noted)
    (Unaudited)
        Q2 2025 Q1 2025 Change Q2 2024 Change
    Business Metrics            
    Advisors     29,353     29,493   —%   23,462   25%
    Net new advisors     (140 )   605   (123%)   578   (124%)
    Annualized advisory fees and commissions per advisor(29)   $ 375   $ 375   —% $ 358   5%
    Average total assets per advisor ($ in millions)(30)   $ 65.4   $ 60.9   7% $ 63.8   3%
    Transition assistance loan amortization ($ in millions)(31)   $ 89.4   $ 81.8   9% $ 61.9   44%
    Total client accounts (in millions)     10.5     10.4   1%   8.6   22%
    Recruited AUM ($ in billions)     18.4     38.6   (52%)   24.3   (24%)
                 
    Employees(32)     9,389     9,097   3%   8,625   9%
                 
    AUM retention rate (quarterly annualized)(33)     97.6 %   98.2 % (60bps)   98.4 % (80bps)
                 
    Capital Management            
    Capital expenditures ($ in millions)(34)   $ 137.0   $ 119.5   15% $ 128.9   6%
     Acquisitions, net ($ in millions)(35)   $ 102.8   $ 95.1   8% $ 115.1   n/m
                 
    Share repurchases ($ in millions)   $ —   $ 100.0   (100%) $ —   —%
    Dividends ($ in millions)     24.0     22.4   7%   22.4   7%
    Total Capital Returned ($ in millions)   $ 24.0   $ 122.4   (80%) $ 22.4   7%


    Non-GAAP Financial Measures

    Management believes that presenting certain non-GAAP financial measures by excluding or including certain items can be helpful to investors and analysts who may wish to use this information to analyze the Company’s current performance, prospects and valuation. Management uses this non-GAAP information internally to evaluate operating performance and in formulating the budget for future periods. Management believes that the non-GAAP financial measures and metrics discussed below are appropriate for evaluating the performance of the Company.

    Adjusted EPS and Adjusted net income

    Adjusted EPS is defined as adjusted net income, a non-GAAP measure defined as net income plus the after-tax impact of amortization of other intangibles and acquisition costs, divided by the weighted average number of diluted shares outstanding for the applicable period. The Company presents adjusted net income and adjusted EPS because management believes that these metrics can provide investors with useful insight into the Company’s core operating performance by excluding non-cash items, acquisition costs, and certain other charges that management does not believe impact the Company’s ongoing operations. Adjusted net income and adjusted EPS are not measures of the Company’s financial performance under GAAP and should not be considered as alternatives to net income, earnings per diluted share or any other performance measure derived in accordance with GAAP. For a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS, please see the endnote disclosures in this release.

    Gross profit

    Gross profit is calculated as total revenue less advisory and commission expense; brokerage, clearing and exchange expense; and market fluctuations on employee deferred compensation. All other expense categories, including depreciation and amortization of property and equipment and amortization of other intangibles, are considered general and administrative in nature. Because the Company’s gross profit amounts do not include any depreciation and amortization expense, the Company considers gross profit to be a non-GAAP financial measure that may not be comparable to similar measures used by others in its industry. Management believes that gross profit can provide investors with useful insight into the Company’s core operating performance before indirect costs that are general and administrative in nature. For a calculation of gross profit, please see the endnote disclosures in this release.

    Core G&A

    Core G&A consists of total expense less the following expenses: advisory and commission; depreciation and amortization; interest expense on borrowings; brokerage, clearing and exchange; amortization of other intangibles; market fluctuations on employee deferred compensation; promotional (ongoing); employee share-based compensation; regulatory charges; and acquisition costs. Management presents core G&A because it believes core G&A reflects the corporate expense categories over which management can generally exercise a measure of control, compared with expense items over which management either cannot exercise control, such as advisory and commission, or which management views as promotional expense necessary to support advisor growth and retention, including conferences and transition assistance. Core G&A is not a measure of the Company’s total expense as calculated in accordance with GAAP. For a reconciliation of the Company’s total expense to core G&A, please see the endnote disclosures in this release. The Company does not provide an outlook for its total expense because it contains expense components, such as advisory and commission, that are market-driven and over which the Company cannot exercise control. Accordingly, a reconciliation of the Company’s outlook for total expense to an outlook for core G&A cannot be made available without unreasonable effort.

    EBITDA and Adjusted EBITDA

    EBITDA is defined as net income plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles. Adjusted EBITDA is defined as EBITDA, a non-GAAP measure, plus acquisition costs. The Company presents EBITDA and adjusted EBITDA because management believes that they can be useful financial metrics in understanding the Company’s earnings from operations. EBITDA and adjusted EBITDA are not measures of the Company’s financial performance under GAAP and should not be considered as alternatives to net income or any other performance measure derived in accordance with GAAP. For a reconciliation of net income to EBITDA and adjusted EBITDA, please see the endnote disclosures in this release.

    Adjusted pre-tax income

    Adjusted pre-tax income is defined as income before provision for income taxes plus amortization of other intangibles and acquisition costs. The Company presents adjusted pre-tax income because management believes that it can provide investors with useful insight into the Company’s core operating performance by excluding non-cash items, acquisition costs, and certain other charges that management does not believe impact the Company’s ongoing operations. Adjusted pre-tax income is not a measure of the Company’s financial performance under GAAP and should not be considered as an alternative to income before provision for income taxes or any other performance measure derived in accordance with GAAP. For a reconciliation of income before provision for income taxes to adjusted pre-tax income, please see the endnote disclosures in this release.

    Credit Agreement EBITDA

    Credit Agreement EBITDA is defined in, and calculated by management in accordance with, the Company’s amended and restated credit agreement (“Credit Agreement”) as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions. The Company presents Credit Agreement EBITDA because management believes that it can be a useful financial metric in understanding the Company’s debt capacity and covenant compliance under its Credit Agreement. Credit Agreement EBITDA is not a measure of the Company’s financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. For a reconciliation of net income to Credit Agreement EBITDA, please see the endnote disclosures in this release.

    Endnote Disclosures

    (1) Represents the estimated total advisory and brokerage assets expected to transition to the Company’s primary broker-dealer subsidiary, LPL Financial, in connection with advisors who transferred their licenses to LPL Financial during the period. The estimate is based on prior business reported by the advisors, which has not been independently and fully verified by LPL Financial. The actual transition of assets to LPL Financial generally occurs over several quarters and the actual amount transitioned may vary from the estimate.

    (2) Corporate cash, a component of cash and equivalents, is the sum of cash and equivalents from the following: (1) cash and equivalents held at LPL Holdings, Inc., (2) cash and equivalents held at regulated subsidiaries as defined by the Company’s Credit Agreement, which include LPL Financial, LPL Enterprise, LLC, The Private Trust Company, N.A. and certain of Atria’s introducing broker-dealer subsidiaries, in excess of the capital requirements of the Company’s Credit Agreement and (3) cash and equivalents held at non-regulated subsidiaries.

    (3) Compliance with the Leverage Ratio is only required under the Company’s revolving credit facility.

    (4) Based on unaudited information of Commonwealth for the quarter ended June 30, 2025.

    (5) The Company was named a Top RIA custodian (Cerulli Associates, 2024 U.S. RIA Marketplace Report); No. 1 Independent Broker-Dealer in the U.S. (based on total revenues, Financial Planning magazine 1996-2022); and, among third-party providers of brokerage services to banks and credit unions, No. 1 in AUM Growth from Financial Institutions; No. 1 in Market Share of AUM from Financial Institutions; No. 1 in Market Share of Revenue from Financial Institutions; No. 1 on Financial Institution Market Share; No. 1 on Share of Advisors (2021-2022 Kehrer Bielan Research and Consulting Annual TPM Report). Fortune 500 as of June 2021.

    (6) Gross profit is a non-GAAP financial measure. Please see a description of gross profit under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a calculation of gross profit for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Total revenue   $ 3,835,025   $ 3,670,007   $ 2,931,769  
    Advisory and commission expense     2,483,165     2,353,925     1,819,027  
    Brokerage, clearing and exchange expense     43,290     44,138     32,984  
    Employee deferred compensation     4,293     (709 )   560  
    Gross profit   $ 1,304,277   $ 1,272,653   $ 1,079,198  

    (7) Production-based payout is a financial measure calculated as advisory and commission expense plus (less) advisor deferred compensation. The payout rate is calculated by dividing the production-based payout by total advisory and commission revenue. Below is a reconciliation of the Company’s advisory and commission expense to the production-based payout and a calculation of the payout rate for the periods presented (in thousands, except payout rate):

        Q2 2025 Q1 2025 Q2 2024
    Advisory and commission expense   $ 2,483,165   $ 2,353,925   $ 1,819,027  
    Plus (Less): Advisor deferred compensation     (76,473 )   20,443     (6,977 )
    Production-based payout   $ 2,406,692   $ 2,374,368   $ 1,812,050  
             
    Advisory and commission revenue   $ 2,755,825   $ 2,737,002   $ 2,075,209  
             
    Payout rate     87.33 %   86.75 %   87.32 %

    (8) Below is a reconciliation of client cash revenue per Management’s Statements of Operations to client cash revenue, a component of asset-based revenue, on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

             
        Q2 2025 Q1 2025 Q2 2024
    Client cash on Management’s Statement of Operations   $ 413,516   $ 408,224   $ 361,316  
    Interest income on CCA balances segregated under federal or other regulations(10)     (16,184 )   (16,193 )   (19,841 )
    Client cash on Condensed Consolidated Statements of Income   $ 397,332   $ 392,031   $ 341,475  

    (9) Consists of revenue from the Company’s sponsorship programs with financial product manufacturers, omnibus processing and networking services but does not include fees from client cash programs.

    (10) Below is a reconciliation of interest income, net per Management’s Statements of Operations to interest income, net on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Interest income, net on Management’s Statement of Operations   $ 60,738   $ 27,637     27,618  
    Interest income on CCA balances segregated under federal or other regulations(8)     16,184     16,193     19,841  
    Interest income on deferred compensation     19     21     19  
    Interest income, net on Condensed Consolidated Statements of Income   $ 76,941   $ 43,851   $ 47,478  

    (11) Below is a reconciliation of other revenue per Management’s Statements of Operations to other revenue on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Other revenue on Management’s Statement of Operations   $ 6,785   $ 2,023   $ 6,621  
    Interest income on deferred compensation     (19 )   (21 )   (19 )
    Deferred compensation     80,766     (21,152 )   7,537  
    Other revenue on Condensed Consolidated Statements of Income   $ 87,532   $ (19,150 ) $ 14,139  

    (12) Core G&A is a non-GAAP financial measure. Please see a description of core G&A under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of the Company’s total expense to core G&A for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Core G&A Reconciliation        
    Total expense   $ 3,466,221   $ 3,252,754   $ 2,601,698  
    Advisory and commission     (2,483,165 )   (2,353,925 )   (1,819,027 )
    Depreciation and amortization     (96,231 )   (92,356 )   (70,999 )
    Interest expense on borrowings(16)     (105,636 )   (85,862 )   (64,341 )
    Brokerage, clearing and exchange     (43,290 )   (44,138 )   (32,984 )
    Amortization of other intangibles     (46,103 )   (43,521 )   (30,607 )
    Employee deferred compensation     (4,293 )   709     (560 )
    Total G&A     687,503     633,661     583,180  
    Promotional (ongoing)(13)(14)     (163,575 )   (151,932 )   (147,830 )
    Acquisition costs excluding interest(14)     (71,562 )   (43,407 )   (36,876 )
    Employee share-based compensation     (19,504 )   (18,366 )   (19,968 )
    Regulatory charges     (7,267 )   (6,887 )   (7,594 )
    Core G&A   $ 425,595   $ 413,069   $ 370,912  

    (13) Promotional (ongoing) includes $21.2 million, $14.8 million and $12.2 million for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024, respectively, of support costs related to full-time employees that are classified within Compensation and benefits expense in the condensed consolidated statements of income and excludes costs that have been incurred as part of acquisitions that have been classified within acquisition costs.

    (14) Acquisition costs include the costs to setup, onboard and integrate acquired entities and other costs that were incurred as a result of the acquisitions. The below table summarizes the primary components of acquisition costs for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Acquisition costs        
    Change in fair value of contingent consideration(36)   $ 309   $ 6,594   $ 24,624  
    Compensation and benefits     16,054     17,417     6,827  
    Professional services     11,057     6,145     3,567  
    Promotional(13)     35,198     8,538     539  
    Interest(16)     3,313     5,137     —  
    Other     8,944     4,713     1,319  
    Acquisition costs   $ 74,875   $ 48,544   $ 36,876  

    (15) EBITDA and adjusted EBITDA are non-GAAP financial measures. Please see a description of EBITDA and adjusted EBITDA under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of net income to EBITDA and adjusted EBITDA for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    EBITDA and adjusted EBITDA Reconciliation        
    Net income   $ 273,249   $ 318,573   $ 243,800  
    Interest expense on borrowings(16)     105,636     85,862     64,341  
    Provision for income taxes     95,555     98,680     86,271  
    Depreciation and amortization     96,231     92,356     70,999  
    Amortization of other intangibles     46,103     43,521     30,607  
    EBITDA   $ 616,774   $ 638,992   $ 496,018  
    Acquisition costs excluding interest(14)     71,562     43,407     36,876  
    Adjusted EBITDA   $ 688,336   $ 682,399   $ 532,894  

    (16) Below is a reconciliation of interest expense on borrowings per Management’s Statements of Operations to interest expense on borrowings on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Interest expense on borrowings on Management’s Statement of Operations   $ 102,323   $ 80,725   $ 64,341  
    Cost of debt issuance related to Commonwealth acquisition(14)     3,313     5,137     —  
    Interest expense on borrowings on Condensed Consolidated Statements of Income   $ 105,636   $ 85,862   $ 64,341  

    (17) Adjusted pre-tax income is a non-GAAP financial measure. Please see a description of adjusted pre-tax income under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of income before provision for income taxes to adjusted pre-tax income for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q2 2024
    Income before provision for income taxes   $ 368,804   $ 417,253   $ 330,071  
    Amortization of other intangibles     46,103     43,521     30,607  
    Acquisition costs(14)     74,875     48,544     36,876  
    Adjusted pre-tax income   $ 489,782   $ 509,318   $ 397,554  

    (18) Adjusted net income and adjusted EPS are non-GAAP financial measures. Please see a description of adjusted net income and adjusted EPS under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS for the periods presented (in thousands, except per share data):

        Q2 2025 Q1 2025 Q2 2024
        Amount Per Share Amount Per Share Amount Per Share
    Net income / earnings per diluted share   $ 273,249   $ 3.40   $ 318,573   $ 4.24   $ 243,800   $ 3.23  
    Amortization of other intangibles     46,103     0.57     43,521     0.58     30,607     0.41  
    Acquisition costs(14)     74,875     0.93     48,544     0.65     36,876     0.49  
    Tax benefit     (31,433 )   (0.39 )   (23,937 )   (0.32 )   (17,816 )   (0.24 )
    Adjusted net income / adjusted EPS   $ 362,794   $ 4.51   $ 386,701   $ 5.15   $ 293,467   $ 3.88  
    Diluted share count     80,373       75,112       75,548    
    Note: Totals may not foot due to rounding.

    (19) Consists of total advisory and brokerage assets under custody at the Company’s primary broker-dealer subsidiary, LPL Financial, as well as assets under custody of a third-party custodian related to Atria’s seven introducing broker-dealer subsidiaries.

    (20) Assets on the Company’s corporate advisory platform are serviced by investment advisor representatives of LPL Financial. Assets on the Company’s independent RIA advisory platform are serviced by investment advisor representatives of separate registered investment advisor firms rather than representatives of LPL Financial.

    (21) Consists of advisory assets in LPL Financial’s Model Wealth Portfolios, Optimum Market Portfolios, Personal Wealth Portfolios and Guided Wealth Portfolios platforms.

    (22) Consists of total client deposits into advisory or brokerage accounts less total client withdrawals from advisory or brokerage accounts, plus dividends, plus interest, minus advisory fees. The Company considers conversions from and to brokerage or advisory accounts as deposits and withdrawals, respectively.

    (23) Consists of existing custodied assets that converted from brokerage to advisory, less existing custodied assets that converted from advisory to brokerage.

    (24) Calculated as annualized current period organic net new assets divided by preceding period assets in their respective categories of advisory assets or total advisory and brokerage assets.

    (25) Represents the amount of securities purchased less the amount of securities sold in client accounts custodied with LPL Financial.

    (26) Client cash balances include CCA and exclude purchased money market funds. CCA balances include cash that clients have deposited with LPL Financial that is included in Client payables in the condensed consolidated balance sheets. The following table presents purchased money market funds for the periods presented (in billions):

        Q2 2025 Q1 2025 Q2 2024
    Purchased money market funds   $ 47.0   $ 44.7   $ 35.7  

    (27) Calculated by dividing revenue for the period by the average balance during the period.

    (28) EBITDA and Credit Agreement EBITDA are non-GAAP financial measures. Please see a description of EBITDA and Credit Agreement EBITDA under the “Non-GAAP Financial Measures” section of this release for additional information. Under the Credit Agreement, management calculates Credit Agreement EBITDA for a trailing twelve month period at the end of each fiscal quarter and in doing so may make further adjustments to prior quarters. Below are reconciliations of trailing twelve month net income to trailing twelve month EBITDA and Credit Agreement EBITDA for the periods presented (in thousands):

        Q2 2025 Q1 2025 Q4 2024
    EBITDA and Credit Agreement EBITDA Reconciliations        
    Net income   $ 1,117,874   $ 1,088,425   $ 1,058,616  
    Interest expense on borrowings     341,256     299,961     274,181  
    Provision for income taxes     356,812     347,528     334,276  
    Depreciation and amortization     358,957     333,725     308,527  
    Amortization of other intangibles     164,699     149,203     135,234  
    EBITDA   $ 2,339,598   $ 2,218,842   $ 2,110,834  
    Credit Agreement Adjustments:        
    Acquisition costs and other(14)(37)   $ 269,638   $ 249,870   $ 223,614  
    Employee share-based compensation     84,226     84,690     88,957  
    M&A accretion(38)     222,150     237,160     235,048  
    Advisor share-based compensation     2,838     2,740     2,597  
    Loss on extinguishment of debt     3,983     3,983     3,983  
    Credit Agreement EBITDA   $ 2,922,433   $ 2,797,285   $ 2,665,033  

    (29) Calculated based on the average advisor count from the current period and prior periods.

    (30) Calculated based on the end of period total advisory and brokerage assets divided by end of period advisor count.

    (31) Represents amortization expense on forgivable loans for transition assistance to advisors and institutions.

    (32) During the first quarter of 2025, the Company updated its reporting of employees to include all full-time employees, including those reflected in Core G&A, promotional (ongoing) and advisory and commission expense. Prior period disclosures have been updated to reflect this change as applicable.

    (33) Reflects retention of total advisory and brokerage assets, calculated by deducting quarterly annualized attrition from total advisory and brokerage assets, divided by the prior quarter total advisory and brokerage assets.

    (34) Capital expenditures represent cash payments for property and equipment during the period.

    (35) Acquisitions, net represent cash paid for acquisitions, net of cash acquired during the period. Acquisitions, net for the three months ended March 31, 2025 excludes $70.2 million related to The Investment Center, Inc., which was prefunded on October 1, 2024 in conjunction with the close of the Atria acquisition, as well as cash inflows associated with working capital and other post-closing adjustments.

    (36) Represents a fair value adjustment to our contingent consideration liabilities that is reflected in other expense in the condensed consolidated statements of income.

    (37) Acquisition costs and other primarily include acquisition costs related to Atria, costs incurred related to the integration of the strategic relationship with Prudential Advisors, a $26.4 million reduction related to the departure of the Company’s former Chief Executive Officer and related clawback of share-based compensation awards, and an $18.0 million regulatory charge recognized during the three months ended September 30, 2024 reflecting the amount of a penalty proposed by the SEC as part of its civil investigation of the Company’s compliance with certain elements of the Company’s AML compliance program.

    (38) M&A accretion is an adjustment to reflect the annualized expected run rate EBITDA of an acquisition as permitted by the Credit Agreement for up to eight fiscal quarters following the close of such acquisition.

    The MIL Network –

    August 5, 2025
  • MIL-OSI: iRhythm Technologies Announces Second Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    SAN FRANCISCO, July 31, 2025 (GLOBE NEWSWIRE) — iRhythm Technologies, Inc. (NASDAQ: IRTC), a leading digital health care company focused on creating trusted solutions that detect, predict, and prevent disease, today reported financial results for the three months ended June 30, 2025.

    Second Quarter 2025 Financial Highlights

    • Revenue of $186.7 million, a 26.1% increase compared to second quarter 2024
    • Gross margin of 71.2%, a 130-basis point increase compared to second quarter 2024
    • Unrestricted cash, cash equivalents, and marketable securities of $545.5 million as of June 30, 2025
    • Increased fiscal year 2025 guidance for revenue and adjusted EBITDA

    Recent Operational Highlights

    • Second quarter 2025 record quarterly revenue driven by continued momentum in our core long-term continuous monitoring business, sustained demand for Zio AT, progress within innovative value-based care accounts, and contribution from international markets
    • Executed strategic partnership with Lucem Health, a leader in AI-driven early disease detection, to accelerate early identification of undiagnosed arrhythmias in patient populations with comorbid conditions, a bold step toward predictive, preventive, and precise care that is powered by AI, informed by data, and designed for scale1
    • Results from two large-scale real-world studies presented at the American Diabetes Association’s 85th Scientific Sessions (ADA 2025) demonstrated that cardiac arrhythmias present frequent, early, and often preceding major cardiovascular events (MACE), highlighting a critical opportunity to enhance early detection strategies in at-risk cardiometabolic populations

    “The second quarter of 2025 was another record quarter for iRhythm, with growth of more than 26%, showcasing the strength of our diversified growth strategy,” said Quentin Blackford, President and Chief Executive Officer of iRhythm. “Our continued momentum spans three key areas: accelerating growth in our core monitoring business, continued penetration of Zio AT across major health systems, and successful expansion with innovative value-based care partners. With strong execution, combined with our transformative AI partnership with Lucem Health and the growing abundance of compelling clinical evidence, we’re uniquely positioned to revolutionize early cardiac detection and create substantial value for patients, providers, and shareholders while addressing the growing need for preventative care.”

    Second Quarter Financial Results
    Revenue for the second quarter of 2025 was $186.7 million, up 26.1% from $148.0 million during the same period in 2024. The increase was driven by growth in demand for Zio services within core existing accounts, from continued market penetration of Zio AT, and at new innovative channel partners.

    Gross profit for the second quarter of 2025 was $132.9 million, up 28.4% from $103.5 million during the same period in 2024, while gross margin was 71.2%, up from 69.9% during the same period in 2024. The increase in gross profit was primarily due to increased volume of Zio services provided due to higher demand. The increase in gross margin was primarily due to volume leverage as well as operational efficiencies, partially offset by an increased blended cost per unit from a higher Zio AT product mix.

    Operating expenses for the second quarter of 2025 were $151.6 million, compared to $126.5 million for the same period in 2024. Adjusted operating expenses for the second quarter of 2025 were $145.2 million, compared to $125.2 million during the same period in 2024. The increase in adjusted operating expenses was primarily driven by funding of new and sustaining development activities as well as incremental costs to serve a growing volume of patients globally.

    Net loss for the second quarter of 2025 was $14.2 million, or a diluted loss of $0.44 per share, compared with net loss of $20.1 million, or a diluted loss of $0.65 per share, for the same period in 2024. Adjusted net loss for the second quarter of 2025 was $10.2 million, or a diluted loss of $0.32 per share, compared with an adjusted net loss of $18.8 million, or a diluted loss of $0.61 per share, for the same period in 2024. The decrease in net loss was primarily driven by our revenue growth and operating leverage achieved through implementation of efficiency initiatives.

    Unrestricted cash, cash equivalents, and marketable securities were $545.5 million as of June 30, 2025.

    2025 Annual Guidance
    iRhythm projects revenue for the full year 2025 between $720 million to $730 million. Adjusted EBITDA margin for the full year 2025 is expected to range from approximately 8.0% to 8.5% of revenues.

    Webcast and Conference Call Information
    iRhythm’s management team will host a conference call today beginning at 1:30 p.m. PT/4:30 p.m. ET. Interested parties may access a live and archived webcast of the presentation on the “Events & Presentations” section of the company’s investor website at investors.irhythmtech.com.

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

    Reclassifications
    Certain prior period amounts have been reclassified to conform to the current year presentation. These reclassifications have no impact on previously reported results of operations or financial position.

    Use of Non-GAAP Financial Measures
    We refer to certain financial measures that are not recognized under U.S. generally accepted accounting principles (GAAP) in this press release, including adjusted EBITDA, adjusted net loss, adjusted net loss per share and adjusted operating expenses. We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. See the schedules attached to this press release for additional information and reconciliations of such non-GAAP financial measures. We have not reconciled our adjusted operating expenses and adjusted EBITDA margin estimates for full year 2025 because certain items that impact these figures are uncertain or out of our control and cannot be reasonably predicted. Accordingly, a reconciliation of adjusted operating expenses and adjusted EBITDA estimates is not available without unreasonable effort.

    Adjusted EBITDA excludes non-cash operating charges for stock-based compensation expense, changes in fair value of strategic investments, impairment and restructuring charges, business transformation costs, certain intellectual property litigation expenses and settlements, and loss on extinguishment of debt. Business transformation costs include costs associated with professional services, employee termination and relocation, third-party merger and acquisition, integration, and other costs to augment and restructure the organization, inclusive of both outsourced and offshore resources.

    Forward-Looking Statements
    This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. An investor can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as ‘anticipate’, ‘estimate’, ‘expect’, ‘intend’, ‘will’, ‘project’, ‘plan’, ‘believe’, ‘target’ and other words and terms of similar meaning in connection with any discussion of future actions or operating or financial performance. In particular, these statements include statements regarding financial guidance, market opportunity, ability to penetrate the market, international market expansion, anticipated productivity and quality improvements, and expectations for growth. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond our control, include risks described in the section entitled “Risk Factors” and elsewhere in our filings made with the Securities and Exchange Commission, including those on the Form 10-Q expected to be filed on or about July 31, 2025. These forward-looking statements speak only as of the date hereof and should not be unduly relied upon. iRhythm disclaims any obligation to update these forward-looking statements.

    Investor Contact
    Stephanie Zhadkevich
    investors@irhythmtech.com

    Media Contact
    Kassandra Perry
    irhythm@highwirepr.com

    1. The predictive-AI solution does not represent the functionality of any Zio branded medical device.
    IRHYTHM TECHNOLOGIES, INC.
    Condensed Consolidated Balance Sheets
    (In thousands, except par value)
    (unaudited)
     
      June 30, 2025   December 31, 2024
    Assets      
    Current assets:      
    Cash and cash equivalents $ 309,105     $ 419,597  
    Marketable securities   236,435       115,956  
    Accounts receivable, net   82,153       79,941  
    Inventory   18,399       14,039  
    Prepaid expenses and other current assets   17,825       16,286  
    Total current assets   663,917       645,819  
    Property and equipment, net   139,703       125,092  
    Operating lease right-of-use assets   44,749       47,564  
    Restricted cash   8,358       8,358  
    Goodwill   862       862  
    Long-term strategic investments   64,897       61,902  
    Other assets   41,544       41,852  
    Total assets $ 964,030     $ 931,449  
    Liabilities and Stockholders’ Equity      
    Current liabilities:      
    Accounts payable $ 12,775     $ 7,221  
    Accrued liabilities   99,577       84,900  
    Deferred revenue   3,499       2,932  
    Operating lease liabilities, current portion   16,360       15,867  
    Total current liabilities   132,211       110,920  
    Long-term senior convertible notes   648,007       646,443  
    Other noncurrent liabilities   9,775       8,579  
    Operating lease liabilities, noncurrent portion   70,377       74,599  
    Total liabilities   860,370       840,541  
    Stockholders’ equity:      
    Preferred stock, $0.001 par value – 5,000 shares authorized; none issued and outstanding at June 30, 2025 and December 31, 2024   —       —  
    Common stock, $0.001 par value – 100,000 shares authorized; 32,334 shares issued and 32,105 shares outstanding at June 30, 2025, respectively; and 31,621 shares issued and 31,392 shares outstanding at December 31, 2024, respectively   32       31  
    Additional paid-in capital   932,467       874,607  
    Accumulated other comprehensive (loss) income   (26 )     165  
    Accumulated deficit   (803,813 )     (758,895 )
    Treasury stock, at cost; 229 shares at June 30, 2025 and December 31, 2024   (25,000 )     (25,000 )
    Total stockholders’ equity   103,660       90,908  
    Total liabilities and stockholders’ equity $ 964,030     $ 931,449  
     
    IRHYTHM TECHNOLOGIES, INC.
    Condensed Consolidated Statements of Operations
    (In thousands, except per share data)
    (unaudited)
     
        Three Months Ended June 30,   Six Months Ended June 30,
          2025       2024       2025       2024  
    Revenue, net   $ 186,687     $ 148,047     $ 345,364     $ 279,976  
    Cost of revenue     53,830       44,576       103,291       88,989  
    Gross profit     132,857       103,471       242,073       190,987  
    Operating expenses:                
    Research and development     21,012       19,690       42,531       36,684  
    Acquired in-process research and development     1,698       —       1,994       —  
    Selling, general and administrative     126,376       106,762       246,333       215,422  
    Impairment charges     2,479       —       2,479       —  
    Total operating expenses     151,565       126,452       293,337       252,106  
    Loss from operations     (18,708 )     (22,981 )     (51,264 )     (61,119 )
    Interest and other income (expense), net:                
    Interest income     5,321       6,685       10,240       9,742  
    Interest expense     (3,278 )     (3,312 )     (6,551 )     (6,172 )
    Loss on extinguishment of debt     —       —       —       (7,589 )
    Other income (expense), net     2,264       (305 )     3,139       (410 )
    Total interest and other income (expense), net     4,307       3,068       6,828       (4,429 )
    Loss before income taxes     (14,401 )     (19,913 )     (44,436 )     (65,548 )
    Income tax (benefit) provision     (183 )     194       482       226  
    Net loss   $ (14,218 )   $ (20,107 )   $ (44,918 )   $ (65,774 )
    Net loss per common share, basic and diluted   $ (0.44 )   $ (0.65 )   $ (1.41 )   $ (2.12 )
    Weighted-average shares, basic and diluted     31,990       31,145       31,791       31,089  
     
    IRHYTHM TECHNOLOGIES, INC.
    Reconciliation of GAAP to Non-GAAP Financial Information
    (in thousands, except per share data)
    (unaudited)
     
        Three Months Ended June 30,   Six Months Ended June 30,
          2025       2024       2025       2024  
    Adjusted EBITDA reconciliation*                
    Net loss, as reported1   $ (14,218 )   $ (20,107 )   $ (44,918 )   $ (65,774 )
    Interest expense     3,278       3,312       6,551       6,172  
    Interest income     (5,321 )     (6,685 )     (10,240 )     (9,742 )
    Changes in fair value of strategic investments     (2,152 )     —       (2,995 )     —  
    Income tax (benefit) provision     (183 )     194       482       226  
    Depreciation and amortization     5,105       5,160       10,315       10,291  
    Stock-based compensation     22,827       21,821       46,171       42,812  
    Impairment charges     2,479       —       2,479       —  
    Business transformation costs     925       1,296       1,428       1,296  
    Intellectual property litigation costs2     2,956       —       3,788       —  
    Loss on extinguishment of debt     —       —       —       7,589  
    Adjusted EBITDA   $ 15,696     $ 4,991     $ 13,061     $ (7,130 )
                     
    Adjusted net loss reconciliation*                
    Net loss, as reported1   $ (14,218 )   $ (20,107 )   $ (44,918 )   $ (65,774 )
    Impairment charges     2,479       —       2,479       —  
    Business transformation costs     925       1,296       1,428       1,296  
    Intellectual property litigation costs2     2,956       —       3,788       —  
    Changes in fair value of strategic investments     (2,152 )     —       (2,995 )     —  
    Loss on extinguishment of debt     —       —       —       7,589  
    Tax effect of adjustments3     (214 )     —       (305 )     —  
    Adjusted net loss   $ (10,224 )   $ (18,811 )   $ (40,523 )   $ (56,889 )
                     
    Adjusted net loss per share reconciliation*                
    Net loss per share, as reported1   $ (0.44 )   $ (0.65 )   $ (1.41 )   $ (2.12 )
    Impairment charges per share     0.08       —       0.08       —  
    Business transformation costs per share     0.03       0.04       0.04       0.04  
    Intellectual property litigation costs per share2     0.09       —       0.12       —  
    Changes in fair value of strategic investments per share     (0.07 )     —       (0.09 )     —  
    Loss on extinguishment of debt per share     —       —       —       0.24  
    Tax effect of adjustments per share3     (0.01 )     —       (0.01 )     —  
    Adjusted net loss per share   $ (0.32 )   $ (0.61 )   $ (1.27 )   $ (1.84 )
    Weighted-average shares, basic and diluted     31,990       31,145       31,791       31,089  
        Three Months Ended June 30,   Six Months Ended June 30,
          2025       2024       2025       2024  
    Adjusted operating expenses reconciliation*                
    Operating expenses, as reported   $ 151,565     $ 126,452     $ 293,337     $ 252,106  
    Impairment charges     (2,479 )     —       (2,479 )     —  
    Business transformation costs     (925 )     (1,296 )     (1,428 )     (1,296 )
    Intellectual property litigation costs2     (2,956 )     —       (3,788 )     —  
    Adjusted operating expenses   $ 145,205     $ 125,156     $ 285,642     $ 250,810  
     

    *Certain numbers expressed may not sum due to rounding.
    1 Net loss for the three and six months ended June 30, 2025 includes $1.7 million and $2.0 million of acquired in-process research and development expense, respectively.
    2 Excludes third-party attorneys’ fees and expenses associated with patent litigation brought against the Company by Welch Allyn, Inc. and Bardy Diagnostics, Inc., subsidiaries of Baxter International, Inc.
    3 Income tax impact of Non-GAAP adjustments listed.

    The MIL Network –

    August 5, 2025
  • MIL-OSI: AppFolio, Inc. Announces Second Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    SANTA BARBARA, Calif., July 31, 2025 (GLOBE NEWSWIRE) — AppFolio, Inc. (NASDAQ: APPF) (“AppFolio” or the “Company”), a technology leader powering the future of the real estate industry, today announced its financial results for the second quarter ended June 30, 2025.

    “Our second quarter results reflect that we continue to win in the market,” said Shane Trigg, President and CEO, AppFolio. “Our customers are seeing tangible performance benefits by adopting our central, AI-native platform, with 96% of customers having used one or more of our AI-powered solutions. AppFolio is proving to be a competitive advantage for ambitious property management businesses.”

    Financial Highlights for Second Quarter of 2025

    • Revenue grew 19% year-over-year to $236 million.
    • Total units under management grew 6% year-over-year to 8.9 million.
    • GAAP operating income was $41 million, or 17.2% of revenue, compared to operating income of $36 million, or 18.3% of revenue in Q2 2024.
    • Non-GAAP operating income was $62 million, or 26.2% of revenue, compared to non-GAAP operating income of $51 million, or 26.0% of revenue, in Q2 2024.
    • Net cash provided by operating activities was $53 million, or 22.3% of revenue, compared to $51 million, or 25.8% of revenue, in Q2 2024.

    Financial Outlook
    Based on information available as of July 31, 2025, AppFolio’s outlook for fiscal year 2025 follows:

    • Full year revenue is expected to be in the range of $935 million to $945 million.
    • Full year non-GAAP operating margin as a percentage of revenue is expected to be in the range of 24.5% to 26.5%.
    • Diluted weighted average shares outstanding are expected to be approximately 37 million for the full year.

    Conference Call Information
    As previously announced, the Company will host a conference call today, July 31, 2025, at 2:00 p.m. Pacific Time (PT), 5:00 p.m. Eastern Time (ET), to discuss the Company’s second quarter financial results. A live webcast of the call will be available at: https://edge.media-server.com/mmc/p/ijgr58yt. To access the call by phone, please go to the following link: https://register-conf.media-server.com/register/BIdccd543a8ef7485c8f06cd2837c68ea9, and you will be provided with dial in details. A replay of the webcast will also be available for a limited time on AppFolio’s Investor Relations website at https://ir.appfolioinc.com/news-events/events.

    The Company also provides announcements regarding its financial results and other matters, including SEC filings, investor events, and press releases, on its Investor Relations website at https://ir.appfolioinc.com/, as a means of disclosing material nonpublic information and for complying with AppFolio’s disclosure obligations under Regulation FD.

    About AppFolio
    AppFolio is a technology leader powering the future of the real estate industry. Our innovative platform and trusted partnership enable our customers to connect communities, increase operational efficiency, and grow their business. For more information about AppFolio, visit ir.appfolioinc.com.

    Investor Relations Contact:
    Lori Barker
    ir@appfolio.com 

    Use of Non-GAAP Financial Measures
    Reconciliations of current and historical non-GAAP financial measures to AppFolio’s financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section of the tables entitled “Statement Regarding the Use of Non-GAAP Financial Measures.”

    AppFolio is unable, at this time, to provide GAAP equivalent guidance measures on a forward-looking basis for non-GAAP operating margin because certain items that impact this measure are uncertain, out of our control, or cannot be reasonably predicted, such as charges related to stock-based compensation expense. The effect of these excluded items may be significant.

    Forward-Looking Statements
    This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements that are not statements of historical fact contained in this press release, and can be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “future’” “predicts, “projects,” “target,” “seeks,” “contemplates,” “should,” “will,” “would” or similar expressions and the negatives of those expressions. In particular, forward-looking statements contained in this press release relate to future operating results and financial position, including the Company’s fiscal year 2025 financial outlook, anticipated future expenses and investments, the Company’s business opportunities, the impact of the Company’s strategic actions and initiatives, the potential benefits and effect of the Company’s AI-powered solutions, and their impact on the Company’s plans, objectives, expectations and capabilities.

    Forward-looking statements represent AppFolio’s current beliefs and expectations based on information currently available and speak only as of the date the statement is made. Forward-looking statements are subject to numerous known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to materially differ from those expressed or implied by these forward-looking statements include those risks, uncertainties and other factors described in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 6, 2025, as such risk factors may be updated from time to time in our subsequent filings with the SEC, and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recently filed Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as well as in the Company’s other filings with the SEC. You should read this press release with the understanding that the Company’s actual future results may be materially different from the results expressed or implied by these forward-looking statements.

    The Company undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

    CONDENSED CONSOLIDATED BALANCE SHEETS
    (UNAUDITED)
    (in thousands)
     
        June 30,
    2025
      December 31,
    2024
    Assets        
    Current assets        
    Cash and cash equivalents   $ 73,478   $ 42,504
    Investment securities—current     54,088     235,745
    Accounts receivable, net     32,543     24,346
    Prepaid expenses and other current assets     37,026     32,807
    Total current assets     197,135     335,402
    Property and equipment, net     22,641     24,483
    Operating lease right-of-use assets     16,464     17,472
    Capitalized software development costs, net     12,414     15,429
    Goodwill     96,410     96,410
    Intangible assets, net     43,942     49,057
    Deferred income taxes     90,095     76,910
    Long-term investments     77,033     2,033
    Other long-term assets     11,269     9,482
    Total assets   $ 567,403   $ 626,678
    Liabilities and Stockholders’ Equity        
    Current liabilities        
    Accounts payable   $ 3,254   $ 2,378
    Accrued employee expenses     25,784     30,157
    Accrued expenses     18,103     14,658
    Other current liabilities     20,448     16,087
    Total current liabilities     67,589     63,280
    Operating lease liabilities     35,180     37,476
    Other liabilities     8,988     6,632
    Total liabilities     111,757     107,388
    Stockholders’ equity     455,646     519,290
    Total liabilities and stockholders’ equity   $ 567,403   $ 626,678
                 
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (UNAUDITED)
    (in thousands, except per share amounts)
      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025       2024     2025     2024
    Revenue(1) $ 235,575     $ 197,375   $ 453,277   $ 384,805
    Costs and operating expenses:              
    Cost of revenue (exclusive of depreciation and amortization)(2)   83,827       69,601     163,325     134,247
    Sales and marketing(2)   36,776       27,300     67,833     51,755
    Research and product development(2)   46,674       39,522     90,432     77,417
    General and administrative(2)   21,936       20,254     45,287     41,386
    Depreciation and amortization   5,850       4,670     12,105     9,882
    Total costs and operating expenses   195,063       161,347     378,982     314,687
    Income from operations   40,512       36,028     74,295     70,118
    Other (loss)/income, net   (11 )     —     45     —
    Interest income, net   1,466       3,476     4,419     6,468
    Income before provision for income taxes   41,967       39,504     78,759     76,586
    Provision for income taxes   5,987       9,839     11,396     8,258
    Net income $ 35,980     $ 29,665   $ 67,363   $ 68,328
    Net income per common share:              
    Basic $ 1.00     $ 0.82   $ 1.87   $ 1.89
    Diluted $ 0.99     $ 0.81   $ 1.85   $ 1.86
    Weighted average common shares outstanding              
    Basic   35,922       36,241     36,111     36,164
    Diluted   36,204       36,742     36,425     36,720
                             

    (1) The following table presents our revenue categories:

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025     2024     2025     2024
    Core solutions $ 52,473   $ 44,024   $ 101,986   $ 86,944
    Value Added Services   180,145     151,620     344,851     293,951
    Other   2,957     1,731     6,440     3,910
    Total revenue $ 235,575   $ 197,375   $ 453,277   $ 384,805
                           

    (2) Includes stock-based compensation expense as follows:

      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025     2024     2025     2024
    Costs and operating expenses:              
    Cost of revenue (exclusive of depreciation and amortization) $ 1,419   $ 1,175   $ 2,706   $ 2,135
    Sales and marketing   3,045     1,703     5,893     3,213
    Research and product development   8,176     6,472     15,107     12,154
    General and administrative   5,659     5,444     10,964     10,766
    Total stock-based compensation expense $ 18,299   $ 14,794   $ 34,670   $ 28,268
                           
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (UNAUDITED)
    (in thousands)
     
      Three Months Ended
    June 30,
      Six Months Ended
    June 30,
        2025       2024       2025       2024  
    Cash from operating activities              
    Net income $ 35,980     $ 29,665     $ 67,363     $ 68,328  
    Adjustments to reconcile net income to net cash provided by operating activities:              
    Depreciation and amortization   5,850       4,670       12,105       9,881  
    Amortization of operating lease right-of-use assets   507       530       1,008       1,053  
    Amortization of costs capitalized to obtain revenue contracts, net   2,699       2,485       5,419       4,985  
    Deferred income taxes   (7,644 )     —       (13,185 )     —  
    Stock-based compensation, including as amortized   18,299       14,795       34,670       28,269  
    Other   (131 )     (2,181 )     (1,048 )     (4,005 )
    Changes in operating assets and liabilities:              
    Accounts receivable   (5,081 )     488       (8,197 )     (4,982 )
    Prepaid expenses and other assets   (5,966 )     (6,177 )     (11,426 )     172  
    Accounts payable   (1,694 )     (296 )     852       437  
    Operating lease liabilities   (1,051 )     (943 )     (2,102 )     (1,418 )
    Accrued expenses and other liabilities   10,875       7,833       5,649       (8,897 )
    Net cash provided by operating activities   52,643       50,869       91,108       93,823  
    Cash from investing activities              
    Purchases of available-for-sale investments   (1,732 )     (94,377 )     (64,034 )     (151,539 )
    Proceeds from sales of available-for-sale investments   99,944       —       202,662       —  
    Proceeds from maturities of available-for-sale investments   1,670       57,785       43,820       94,455  
    Purchases of property and equipment   (275 )     (38 )     (505 )     (1,458 )
    Capitalization of software development costs   (842 )     (1,404 )     (1,478 )     (2,529 )
    Purchases of long-term investments   (75,000 )     —       (75,000 )     —  
    Cash paid in business acquisition, net of cash acquired   —       —       (906 )     —  
    Net cash used in investing activities   23,765       (38,034 )     104,559       (61,071 )
    Cash from financing activities              
    Proceeds from stock option exercises   117       24       128       3,898  
    Tax withholding for net share settlement   (10,020 )     (12,434 )     (19,098 )     (26,520 )
    Purchase of common stock   (49,960 )     —       (145,723 )     —  
    Net cash used in financing activities   (59,863 )     (12,410 )     (164,693 )     (22,622 )
    Net decrease in cash, cash equivalents and restricted cash   16,545       425       30,974       10,130  
    Cash, cash equivalents and restricted cash              
    Beginning of period   57,183       59,464       42,754       49,759  
    End of period $ 73,728     $ 59,889     $ 73,728     $ 59,889  
        RECONCILIATION FROM GAAP TO NON-GAAP RESULTS
    (UNAUDITED)
    (in thousands, except per share data)
         
          Three Months Ended
    June 30,
      Six Months Ended
    June 30,
            2025       2024       2025       2024  
    Costs and operating expenses:
                     
      GAAP cost of revenue (exclusive of depreciation and amortization) $ 83,827     $ 69,601     $ 163,325     $ 134,247  
        Stock-based compensation expense   (1,419 )     (1,175 )     (2,706 )     (2,135 )
      Non-GAAP cost of revenue (exclusive of depreciation and amortization) $ 82,408     $ 68,426     $ 160,619     $ 132,112  
      GAAP cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue   36 %     35 %     36 %     35 %
      Non-GAAP cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue   35 %     35 %     35 %     34 %
                       
      GAAP sales and marketing $ 36,776     $ 27,300     $ 67,833     $ 51,755  
        Stock-based compensation expense   (3,045 )     (1,703 )     (5,893 )     (3,213 )
      Non-GAAP sales and marketing $ 33,731     $ 25,597     $ 61,940     $ 48,542  
      GAAP sales and marketing as a percentage of revenue   16 %     14 %     15 %     13 %
      Non-GAAP sales and marketing as a percentage of revenue   14 %     13 %     14 %     13 %
                       
      GAAP research and product development $ 46,674     $ 39,522     $ 90,432     $ 77,417  
        Stock-based compensation expense   (8,176 )     (6,472 )     (15,107 )     (12,154 )
      Non-GAAP research and product development $ 38,498     $ 33,050     $ 75,325     $ 65,263  
      GAAP research and product development as a percentage of revenue   20 %     20 %     20 %     20 %
      Non-GAAP research and product development as a percentage of revenue   16 %     17 %     17 %     17 %
                       
      GAAP general and administrative $ 21,936     $ 20,254     $ 45,287     $ 41,386  
        Stock-based compensation expense   (5,659 )     (5,444 )     (10,964 )     (10,766 )
      Non-GAAP general and administrative $ 16,277     $ 14,810     $ 34,323     $ 30,620  
      GAAP general and administrative as a percentage of revenue   9 %     10 %     10 %     11 %
      Non-GAAP general and administrative as a percentage of revenue   7 %     8 %     8 %     8 %
                       
      GAAP depreciation and amortization $ 5,850     $ 4,670     $ 12,105     $ 9,882  
        Amortization of stock-based compensation capitalized in software development costs   (241 )     (471 )     (482 )     (989 )
        Amortization of purchased intangibles   (2,558 )     (118 )     (5,115 )     (237 )
      Non-GAAP depreciation and amortization $ 3,051     $ 4,081     $ 6,508     $ 8,656  
      GAAP depreciation and amortization as a percentage of revenue   2 %     2 %     3 %     3 %
      Non-GAAP depreciation and amortization as a percentage of revenue   1 %     2 %     1 %     2 %
          Three Months Ended
    June 30,
      Six Months Ended
    June 30,
            2025       2024       2025       2024  
    Income from operations:              
      GAAP income from operations $ 40,512     $ 36,028     $ 74,295     $ 70,118  
        Stock-based compensation expense   18,299       14,794       34,670       28,268  
        Amortization of stock-based compensation capitalized in software development costs   241       471       482       989  
        Amortization of purchased intangibles   2,558       118       5,115       237  
      Non-GAAP income from operations $ 61,610     $ 51,411     $ 114,562     $ 99,612  
                       
    Operating margin:              
      GAAP operating margin   17.2 %     18.3 %     16.4 %     18.2 %
        Stock-based compensation expense as a percentage of revenue   7.8       7.4       7.7       7.3  
        Amortization of stock-based compensation capitalized in software development costs as a percentage of revenue   0.1       0.2       0.1       0.3  
        Amortization of purchased intangibles as a percentage of revenue   1.1       0.1       1.1       0.1  
      Non-GAAP operating margin   26.2 %     26.0 %     25.3 %     25.9 %
                       
    Net income (loss):              
      GAAP net income $ 35,980     $ 29,665     $ 67,363     $ 68,328  
        Stock-based compensation expense   18,299       14,794       34,670       28,268  
        Amortization of stock-based compensation capitalized in software development costs   241       471       482       989  
        Amortization of purchased intangibles   2,558       118       5,115       237  
        Income tax effect of adjustments   (7,257 )     (3,883 )     (13,599 )     (18,262 )
      Non-GAAP net income $ 49,821     $ 41,165     $ 94,031     $ 79,560  
                       
    Net income per share, basic:              
      GAAP net income per share, basic $ 1.00     $ 0.82     $ 1.87     $ 1.89  
        Non-GAAP adjustments to net income   0.39       0.32       0.73       0.31  
      Non-GAAP net income per share, basic $ 1.39     $ 1.14     $ 2.60     $ 2.20  
                       
    Net income per share, diluted:              
      GAAP net income per share, diluted $ 0.99     $ 0.81     $ 1.85     $ 1.86  
        Non-GAAP adjustments to net income   0.39       0.31       0.73       0.31  
      Non-GAAP net income per share, diluted $ 1.38     $ 1.12     $ 2.58     $ 2.17  
                       
      Weighted-average shares used in GAAP and non-GAAP per share calculation              
        Basic   35,922       36,241       36,111       36,164  
        Diluted   36,204       36,742       36,425       36,720  

    Statement Regarding the Use of Non-GAAP Financial Measures

    We use the following non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

    • Non-GAAP presentation of income from operations, costs and operating expenses, operating margin, net income, and net income per share. These measures exclude certain non-cash or non-recurring items, including stock-based compensation expense, amortization of stock-based compensation capitalized in software development costs, amortization of purchased intangibles, and the related income tax effect of these adjustments, as applicable and described below. Non-GAAP operating margin is calculated as non-GAAP operating income from operations as a percentage of revenue.

    We use each of these non-GAAP financial measures internally to assess and compare operating results across reporting periods, for internal budgeting and forecasting purposes, and to evaluate our financial performance. We believe these non-GAAP financial measures also provide useful supplemental information to investors and facilitate the analysis of our operating results and comparison of operating results across reporting periods.

    In particular, we believe these non-GAAP financial measures are useful to investors and others in assessing our operating performance due to the following factors:

    • Stock-based compensation expense and amortization of stock-based compensation capitalized in software development costs. We utilize stock-based compensation to attract and retain employees. It is principally aimed at aligning their interests with those of our stockholders while ensuring long-term retention, rather than to address operational performance for any particular period. As a result, stock-based compensation expenses vary for reasons that are generally unrelated to financial and operational performance in any particular period.
    • Amortization of purchased intangibles. We view amortization of purchased intangible assets as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are evaluated for impairment regularly, amortization of the cost of purchased intangibles is an expense that is not typically affected by operations during any particular period.
    • Income tax effects of adjustments. We utilize a fixed long-term projected tax rate in our computation of non-GAAP income tax effects to provide better consistency across interim reporting periods. In projecting this long-term non-GAAP tax rate, we utilize a financial projection that excludes the direct impact of other non-GAAP adjustments. The projected rate, which we have determined to be 21% and 25% for 2025 and 2024, respectively, considers other factors such as our current operating structure, existing tax positions in various jurisdictions, and key legislation in major jurisdictions where we operate. We periodically re-evaluate this tax rate, as necessary, for significant events, based on relevant tax law changes, and material changes in the forecasted geographic earnings mix.

    Our non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies may calculate non-GAAP financial results differently. In addition, there are limitations in using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with GAAP and can exclude expenses that may have a material impact on our reported financial results. As such, non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. A reconciliation of the historical non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the tables above. We encourage investors to review the reconciliation of these historical non-GAAP financial measures to their most directly comparable GAAP financial measures.

    The MIL Network –

    August 5, 2025
  • MIL-OSI: NCS Multistage Holdings, Inc. Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Second Quarter Results

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

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

    Review and Outlook

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

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

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

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

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

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

    Financial Review

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

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

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

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

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

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

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

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

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

    Liquidity and Capital Expenditures

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

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

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

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

    Strategic Acquisition of Reservoir Metrics, LLC

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

    Conference Call

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

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

    About NCS Multistage Holdings, Inc.

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

    Forward Looking Statements

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

    Contact

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

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

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

    Non-GAAP Financial Measures 

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

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

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

    NET WORKING CAPITAL

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

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


    NCS MULTISTAGE HOLDINGS, INC.

    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
    (In thousands, except per share data)
    (Unaudited)

    ADJUSTED GROSS PROFIT AND ADJUSTED GROSS MARGIN

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

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


    NCS MULTISTAGE HOLDINGS, INC.

    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
    (In thousands)
    (Unaudited)

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

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

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

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

    _______________________

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


    NCS MULTISTAGE HOLDINGS, INC.

    RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
    (In thousands)
    (Unaudited)

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

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

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

    The MIL Network –

    August 5, 2025
  • MIL-OSI Africa: Improved taxation systems key to reducing Libya’s dependence on oil revenues

    Source: APO – Report:

    .

    The ECA office for North Africa concluded in Tunisia a four-day capacity building workshop on Modernizing Libya’s Tax System focusing on E-Taxation Services. The training aimed to enhance the Libyan tax authority’s practical knowledge of international best practices in e-taxation and strengthen their ability to set an efficient e-taxation system. 

    “This training has been an opportunity for our team to share with Libya its extensive experience in building and sustaining sound tax systems to support economic development and improve public revenue,” said Adam Elhiraika, Director of the ECA Office for North Africa. “It also allowed us to contribute to the promotion of South-South cooperation between our member countries thanks to the valuable contributions of trainers provided by the Egyptian Taxation Administration,” he added.

    The training brought together senior managers, supervisors, and IT personnel involved in the development and implementation of e-taxation systems in Libya. Participants enhanced their skills in areas such as taxpayer registration, electronic filing, return processing, and data analytics, with special attention to the needs of large taxpayers. The training also deepened their understanding of international best practices in e-taxation and the legal, organizational, and technical requirements for a successful digital transformation of tax operations.

    Libya’s economy currently remains highly dependent on oil production, making it vulnerable to fluctuations in production levels and global oil prices. These disruptions can have significant impacts on government revenues when they happen. 

    To address this issue, the Libyan government has been working to diversify public revenues and reduce the national economy’s reliance on hydrocarbons by increasing tax collections and promoting non-oil exports. However, tax revenue mobilization has remained weak so far due to issues such as widespread tax evasion, a narrow tax base, and low levels of taxpayer compliance.

    This initiative comes in support to the Libyan Tax Authority 2021 strategy which aims to modernize income tax administration and advance the digital transformation of tax processes alongside reforms in legislation, institutional structure, infrastructure, and human resources. 

    – on behalf of United Nations Economic Commission for Africa (ECA).

    MIL OSI Africa –

    August 5, 2025
  • MIL-OSI: QUAINT OAK BANCORP, INC. ANNOUNCES SECOND QUARTER EARNINGS

    Source: GlobeNewswire (MIL-OSI)

    Southampton, PA , July 31, 2025 (GLOBE NEWSWIRE) — Quaint Oak Bancorp, Inc. (the “Company”) (OTCQB: QNTO), the holding company for Quaint Oak Bank (the “Bank”), announced today net income for the quarter ended June 30, 2025 of $272,000, or $0.10 per basic and diluted share, compared to net income of $100,000, or $0.04 per basic and diluted share, for the same period in 2024. Net income for the six months ended June 30, 2025 was $189,000, or $0.07 per basic and diluted share, compared to net income of $973,000, or $0.39 per basic and diluted share, for the same period in 2024.

    Robert T. Strong, Chief Executive Officer stated, “I am pleased to report that our earnings for the second quarter ended June 30, 2025, were measurably improved over the prior quarter. We anticipate that we have generally stabilized expenses except for certain one-time costs expected to be incurred during the second half of 2025 as we rectify and complete the build out of our business lines.”

    Mr. Strong added, “Uncertainties in national and international economics continue. However, compared to our first quarter report, and despite the housing market still not thriving, our mortgage banking company improved in its performance. Our SBA production is now generally on target, along with commercial loan sales becoming more productive.”

    Mr. Strong continued, “Loan closings are more consistent while asset growth is well contained as a result of regular loan sales into a secondary market.”

    Mr. Strong commented, “We have been reporting weakness in the small business sector of our loan portfolio which still exists. However, our asset quality ratios have improved. Our non-performing assets as a percent of total assets are reported at 0.89%, our non-performing loans as a percentage of total loans receivable, net is reported at 1.10% both as of June 30, 2025. Additionally, our Texas Ratio is reported at 9.24% as of June 30, 2025.”

    Mr. Strong concluded, “As always, our current and continued business strategy focuses on long term profitability and maintaining healthy capital ratios both of which reflect our strong commitment to shareholder value.”

    Comparison of Quarter-over-Quarter Operating Results

    Net income amounted to $272,000 for the three months ended June 30, 2025, an increase of $172,000, or 172.0%, compared to net income of $100,000 for the three months ended June 30, 2024. The increase in net income on a comparative quarterly basis was primarily the result of a decrease in interest expense of $1.1 million, and an increase in non-interest income of $643,000, partially offset by a decrease in interest and dividend income of $703,000, an increase in the provision for credit losses of $478,000, an increase in non-interest expense of $297,000, and an increase in the net provision for income taxes from continuing operations of $127,000.

    The $703,000, or 6.5%, decrease in interest and dividend income for the quarter was primarily due to a $66.2 million decrease in the average balance of due from banks – interest earning, which decreased from $103.9 million for the three months ended June 30, 2024 to $37.7 million for the three months ended June 30, 2025, and had the effect of decreasing interest income $960,000, a decrease in the average balance of loans receivable, net, which decreased $15.9 million from $605.3 million for the three months ended June 30, 2024 to $589.4 million for the three months ended June 30, 2025 and had the effect of decreasing interest income $245,000, and a decrease in the average yield on due from banks – interest earning, which decreased from 5.80% for the three months ended June 30, 2024 to 4.21% for the three months ended June 30, 2025 and had the effect of decreasing interest income $150,000. Partially offsetting the decrease in interest and dividend income was a 42 basis point increase in the average yield on loans receivable, net from 6.16% for the three months ended June 30, 2024 to 6.58% for the three months ended June 30, 2025, and had the effect of increasing interest income $622,000.

    The $1.1 million, or 16.6%, decrease in interest expense for the three months ended June 30, 2025 over the comparable period in 2024 was driven by a $1.6 million, or 25.5%, decrease in interest expense on deposits, which was primarily attributable to a decrease in average balances of interest-bearing deposits as a result of reduced correspondent banking activity and reduction in a money market deposit through a deposit placement agreement. Also contributing to the decrease in interest expense for the three months ended June 30, 2025 was a $320,000, or 65.6%, decrease in interest expense on subordinated debt. These decreases in interest expense were partially offset by a $481,000, or 288.0%, increase in the interest expense on Federal Home Loan Bank borrowings due to a $38.3 million, or 212.1%, increase in the average balance of Federal Home Loan Bank borrowings which increased from $18.0 million for the three months ended June 30, 2024 to $56.3 million for the three months ended June 30, 2025, and a $275,000 increase in interest expense on senior debt. The average interest rate spread increased from 1.57% for the three months ended June 30, 2024 to 2.19% for the three months ended June 30, 2025 and the net interest margin increased from 2.28% for the three months ended June 30, 2024 to 2.85% for the three months ended June 30, 2025.

    The $478,000, or 1,165.9%, increase in the provision for credit losses for the three months ended June 30, 2025 over the three months ended June 30, 2024 was primarily due to an increase in charge-offs during the three months ended June 30, 2025, partially offset by a decrease in loans receivable, net.

    The $643,000, or 49.3%, increase in non-interest income for the three months ended June 30, 2025 over the comparable period in 2024 was primarily attributable to a $485,000, or 86.5%, increase in net gain on sale of loans, a $413,000, or 421.4%, increase in gain on sale of SBA loans, a $97,000, or 53.0%, increase in mortgage banking, equipment lending and title abstract fees, and a $20,000, or 11.4%, increase in insurance commissions. These increases were partially offset by a $359,000, or 149.6%, decrease in other fees and service charges, and a $16,000, or 100.0%, decrease in real estate sales commissions, net. The reduction in other fees and service charges is attributable to reduced correspondent banking activities.

    The $297,000, or 5.7%, increase in non-interest expense for the three months ended June 30, 2025 over the comparable period in 2024 was primarily due to a $152,000, or 39.8%, increase in other expense, a $128,000, or 41.2%, increase in data processing expense, a $27,000, or 37.0%, increase in advertising expense, an $18,000, or 11.5%, increase in professional fees, a $16,000, or 3.9%, increase in occupancy and equipment expense, and a $15,000, or 30.0%, increase in directors’ fees and expenses. These increases were partially offset by a $31,000, or 0.8%, decrease in salaries and employee benefits expense, and a $28,000, or 17.2%, decrease in FDIC deposit insurance assessment.

    The provision for income tax from continuing operations increased $127,000, or 153.01%, from $83,000 for the three months ended June 30, 2024 to $210,000 for the three months ended June 30, 2025 due primarily to an increase in pre-tax income.

    Comparison of Six-Month Operating Results

    Net income amounted to $189,000 for the six months ended June 30, 2025, a decrease of $784,000, or 80.6%, compared to net income of $973,000 for the six months ended June 30, 2024. The decrease in net income on a comparative quarterly basis was primarily the result of a decrease in interest and dividend income of $2.9 million, an increase in non-interest expense of $716,000, and a decrease in net income from discontinued operations of $406,000, partially offset by a decrease in interest expense of $2.1 million, an increase in non-interest income of $821,000, a decrease in the provision for credit losses of $217,000, and a decrease in the net provision for income taxes from continuing operations of $135,000.

    The $2.9 million, or 12.6%, decrease in interest and dividend income was primarily due to a decrease in the average balance of loans receivable, net, which decreased $42.8 million from $631.9 million for the six months ended June 30, 2024 to $589.1 million for the six months ended June 30, 2025 and had the effect of decreasing interest income $1.4 million, a $49.7 million decrease in the average balance of due from banks – interest earning, which decreased from $86.8 million for the six months ended June 30, 2024 to $37.1 million for the six months ended June 30, 2025, and had the effect of decreasing interest income $1.3 million, and a 124 basis point decrease in the average yield on due from banks – interest earning from 5.27% for the six months ended June 30, 2024 to 4.03% for the six months ended June 30, 2025, and had the effect of decreasing interest income $230,000.

    The $2.1 million, or 15.2%, decrease in interest expense for the six months ended June 30, 2025 over the comparable period in 2024 was driven by a $2.8 million, or 23.3%, decrease in interest expense on deposits, which was primarily attributable to a decrease in the average balance of interest-bearing deposits as a result of reduced correspondent banking activity and reduction in a money market deposit through a deposit placement agreement. Also contributing to the decrease in interest expense for the six months ended June 30, 2025 was a $352,000, or 36.2% decrease in interest expense on subordinated debt. These decreases in interest expense were partially offset by $479,000 increase in the interest expense on Federal Home Loan Bank borrowings due to a $29.1 million, or 135.1%, increase in the average balance of Federal Home Loan Bank borrowings which increased from $21.6 million for the six months ended June 30, 2024 to $50.7 million for the six months ended June 30, 2025, and a $391,000 increase in interest expense on senior debt. The average interest rate spread increased from 1.81% for the six months ended June 30, 2024 to 2.13% for the six months ended June 30, 2025 while the net interest margin increased from 2.62% for the six months ended June 30, 2024 to 2.74% for the six months ended June 30, 2025.

    The $217,000, or 19.8%, decrease in the provision for credit losses for the six months ended June 30, 2025 over the six months ended June 30, 2024 was primarily due to a decrease in loans receivable, net, partially offset by an increase in charge-offs during the six months ended June 30, 2025.

    The $821,000, or 28.4%, increase in non-interest income for the six months ended June 30, 2025 over the comparable period in 2024 was primarily attributable to a $691,000, or 544.1%, increase in gain on sale of SBA loans, a $607,000, or 40.6%, increase in net gain on sale of loans, a $53,000, or 16.2%, increase in insurance commissions, and a $36,000, or 9.2%, increase in mortgage banking, equipment lending and title abstract fees. These increases were partially offset by a $553,000, or 118.7%, decrease in other fees and service charges, and a $20,000, or 100.0%, decrease in real estate sales commissions, net.

    The $716,000, or 6.9%, increase in non-interest expense for the six months ended June 30, 2025 over the comparable period in 2024 was primarily due to a $268,000, or 46.8%, increase in data processing expense, a $206,000, or 23.7%, increase in other expense, a $197,000, or 29.6%, increase in occupancy and equipment expense, a $100,000, or 33.7%, increase in professional fees, a $39,000, or 24.4%, increase in advertising expense, and a $29,000, or 28.7%, increase in directors’ fees and expenses. These increases were partially offset by an $80,000, or 23.8%, decrease in FDIC deposit insurance assessment, and a $43,000, or 0.6%, decrease in salaries and employee benefits expense.

    The provision for income tax from continuing operations decreased $135,000, or 38.9%, from $347,000 for the six months ended June 30, 2024 to $212,000 for the six months ended June 30, 2025 due primarily to a decrease in pre-tax income.

    Comparison of Financial Condition

    The Company’s total assets at June 30, 2025 were $670.8 million, a decrease of $14.4 million, or 2.1%, from $685.2 million at December 31, 2024. This decrease in total assets was primarily due to a $14.1 million, or 22.4%, decrease in cash and cash equivalents, an $8.3 million, or 12.9%, decrease in loans held for sale, and a $430,000, or 25.8%, decrease in investment securities available for sale. Also contributing to the decrease in assets was a $45,000, or 2.8%, decrease in premises and equipment, net, and a $24,000, or 31.2%, decrease in other intangible, net of accumulated amortization. Partially offsetting the decrease in total assets was a $7.0 million, or 1.3%, increase in loans receivable, net of allowance for credit losses, a $694,000, or 17.5%, increase in accrued interest receivable, a $477,000, or 21.5%, increase in investment in Federal Home Loan Bank stock, at cost, a $228,000, or 2.9%, increase in prepaid expenses and other assets, and a $61,000, or 1.4%, increase in bank-owned life insurance. The largest increases within the loan portfolio occurred in one-to-four family owner occupied loans which increased $10.9 million, or 42.0%, home equity loans which increased $3.0 million, or 52.1%, construction loans which increased $1.9 million, or 10.3%, and commercial real estate loans, which increased $372,000, or 0.1%. Partially offsetting these increases were multi-family residential loans which decreased $4.0, or 8.7%, commercial business loans which decreased $3.9 million, or 3.4%, and one-to-four family non-owner occupied loans which decreased $2.1 million, or 6.1%.

    Loans held for sale decreased $8.3 million, or 12.9%, from $64.3 million at December 31, 2024 to $56.0 million at June 30, 2025 as the Bank’s mortgage banking subsidiary, Quaint Oak Mortgage, LLC, originated $55.3 million of one-to-four family residential loans during the six months ended June 30, 2025 and sold $51.2 million of loans in the secondary market. The Bank’s commercial real estate subsidiary, Oakmont Commercial, LLC, originated $19.0 million of commercial real estate loans during the six months ended June 30, 2025 and sold $28.7 million of loans in the secondary market during this same period. Additionally, the Bank originated $6.0 million of SBA loans and sold $8.7 of SBA loans in the secondary market in the same period.

    Total deposits decreased $21.1 million, or 3.8%, to $532.2 million at June 30, 2025 from $553.3 million at December 31, 2024. This decrease in deposits was primarily attributable to a decrease of $40.8 million, or 25.1%, in money market accounts, and a decrease of $22.8 million, or 47.7%, in interest bearing checking accounts as the Company exited one of its correspondent banking relationships. These decreases in deposits were partially offset by an increase of $29.6 million, or 10.5%, in certificates of deposit, an increase of $12.6 million, or 21.2%, in non-interest bearing checking accounts, and a $268,000, or 54.5%, increase in savings accounts.

    Total Federal Home Loan Bank (FHLB) borrowings increased $12.1 million, or 25.4%, to $60.0 million at June 30, 2025 from $47.9 million at December 31, 2024 as the Bank utilized a portion of its borrowing capacity for liquidity purposes.

    Senior debt, net of unamortized debt issuance costs, increased $9.5 million from none at December 31, 2024 as the Company entered into a Senior Unsecured Note Purchase Agreement with certain institutional accredited investors pursuant to which the Company issued an aggregate of $9.75 million in aggregate principal amount of Fixed Rate Unsecured Senior Notes due March 1, 2028 (the “Senior Debt Notes”) in a private placement. The Company issued to an accredited individual investor an additional $250,000 in principal amount of the Senior Debt Notes as of March 4, 2025 for a total of $10.0 million in aggregate principal amount. The Senior Debt Notes bear interest at a fixed annual rate of 11.00%, payable semi-annually in arrears on March 1 and September 1 of each year, beginning September 1, 2025. The maturity date of the Senior Debt Notes is March 1, 2028.

    Subordinated debt, net of unamortized debt issuance costs, decreased $14.0 million, or 63.6%, to $8.0 million at June 30, 2025 from $22.0 million at December 31, 2024 as the Company used the net proceeds from the sale of the Senior Debt Notes to repay a portion of the outstanding $14.0 million aggregate principal amount of its 8.5% Fixed Rate Subordinated Notes upon their maturity on March 15, 2025.

    Total stockholders’ equity from continuing operations decreased $360,000, or 0.7%, to $52.3 million at June 30, 2025 from $52.6 million at December 31, 2024. Contributing to the decrease were dividends paid of $683,000, and purchase of treasury stock of $31,000. The decrease in stockholders’ equity was partially offset by net income for the six months ended June 30, 2025 of $189,000, amortization of stock awards and options under our stock compensation plans of $121,000, the reissuance of treasury stock under the Bank’s 401(k) Plan of $40,000, and other comprehensive income, net of $4,000.

    Non-performing loans at June 30, 2025 totaled $5.9 million, or 1.10%, of total loans receivable, net of allowance for credit losses, consisting of $4.8 million of loans on non-accrual status and $1.2 million of loans 90-days or more delinquent. Non-accrual loans consist of one one-to-four family residential owner occupied loan, nine commercial real estate loans, and 18 commercial business loans. Included in the 18 commercial business loans is one pool of equipment loans. Loans 90-days or more past due include one one-to-four family residential owner occupied loan, one one-to-four family residential non-owner occupied loan, and four commercial business loans, all of which are still accruing. All non-performing loans are either well-collateralized or adequately reserved for. During the six months ended June 30, 2025, 16 commercial business loans totaling $1.0 million that were previously on non-accrual were charged-off through the allowance for credit losses. Non-performing loans at December 31, 2024 totaled $5.7 million, or 1.07%, of total loans receivable, net of allowance for credit losses, consisting of $3.9 million of loans on non-accrual status and $1.8 million of loans 90-days or more delinquent. Non-accrual loans consist of one commercial real estate loan, and ten commercial business loans. Included in the ten commercial business loans is one pool of equipment loans. Loans 90-days or more past due include one one-to-four family residential owner occupied loan and two commercial real estate loans, all of which are still accruing. All non-performing loans are either well-collateralized or adequately reserved for. During the year ended December 31, 2024, 19 commercial business loans totaling $1.6 million, and one construction loan of $187,000, that were previously on non-accrual were charged-off through the allowance for credit losses.

    Quaint Oak Bancorp, Inc., a Financial Services Company, is the parent company for the Quaint Oak Family of Companies. Quaint Oak Bank, a Pennsylvania-chartered stock savings bank and wholly-owned subsidiary of the Company, is headquartered in Southampton, Pennsylvania and conducts business through three regional offices located in the Delaware Valley, Lehigh Valley and Philadelphia markets. Quaint Oak Bank’s subsidiary companies include Quaint Oak Abstract, LLC, Quaint Oak Insurance Agency, LLC, Quaint Oak Mortgage, LLC, and Oakmont Commercial, LLC, a specialty commercial real estate financing company. All companies are multi-state operations.

    Statements contained in this news release which are not historical facts may be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors. Factors which could result in material variations include, but are not limited to, changes in interest rates which could affect net interest margins and net interest income, competitive factors which could affect net interest income and noninterest income, changes in demand for loans, deposits and other financial services in the Company’s market area; changes in asset quality, general economic conditions as well as other factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

    In addition to factors previously disclosed in the reports filed by the Company with the Securities and Exchange Commission and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the strength of the United States economy in general and the strength of the local economies in which the Company conducts its operations; general economic conditions; legislative and regulatory changes; monetary and fiscal policies of the federal government; changes in tax policies, rates and regulations of federal, state and local tax authorities including the effects of the Tax Reform Act; changes in interest rates, deposit flows, the cost of funds, demand for loan products and the demand for financial services, competition, changes in the quality or composition of the Company’s loan, investment and mortgage-backed securities portfolios; geographic concentration of the Company’s business; fluctuations in real estate values; the adequacy of loan loss reserves; the risk that goodwill and intangibles recorded in the Company’s financial statements will become impaired; changes in accounting principles, policies or guidelines and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and fees.
      

    QUAINT OAK BANCORP, INC.
    Consolidated Balance Sheets
    (In Thousands)
          At June 30,       At December 31,  
          2025       2024  
          (Unaudited)       (Unaudited)  
    Assets                
      Cash and cash equivalents   $ 48,891     $ 62,989  
      Investment in interest-earning time deposits     912       912  
      Investment securities available for sale at fair value     1,236       1,666  
      Loans held for sale     56,013       64,281  
      Loans receivable, net of allowance for credit losses (2025: $6,326; 2024: $6,476)     541,690       534,693  
      Accrued interest receivable     4,655       3,961  
      Investment in Federal Home Loan Bank stock, at cost     2,691       2,214  
      Bank-owned life insurance     4,508       4,447  
      Premises and equipment, net     1,581       1,626  
      Goodwill     515       515  
      Other intangible, net of accumulated amortization     53       77  
      Prepaid expenses and other assets     8,015       7,787  
           Total Assets   $ 670,760     $ 685,168  
    Liabilities and Stockholders’ Equity                
    Liabilities                
      Non-interest bearing   $ 97,432     $ 59,783  
        Interest-bearing     434,744       493,469  
           Total deposits     532,176       553,252  
      Federal Home Loan Bank borrowings     60,000       47,855  
      Senior debt, net of unamortized costs     9,531       –  
      Subordinated debt     8,000       22,000  
      Accrued interest payable     1,026       937  
      Advances from borrowers for taxes and insurance     2,915       3,122  
      Accrued expenses and other liabilities     4,855       5,385  
              Total Liabilities     618,503       632,551  
    Total Stockholders’ Equity     52,257       52,617  
           Total Liabilities and Stockholders’ Equity   $ 670,760     $ 685,168  

    QUAINT OAK BANCORP, INC.
    Consolidated Statements of Income
    (In Thousands, except share data)

          For the Three       For the Six  
          Months Ended       Months Ended  
          June 30,       June 30,  
          2025       2024       2025       2024  
          (Unaudited)       (Unaudited)  
    Interest and Dividend Income                                
      Interest on loans, including fees   $ 9,695     $ 9,317     $ 19,218     $ 20,550  
      Interest and dividends on time deposits, investment securities, interest-bearing deposits with others, and Federal Home Loan Bank stock     499       1,580       902       2,469  
        Total Interest and Dividend Income     10,194       10,897       20,120       23,019  
    Interest Expense                                
      Interest on deposits     4,598       6,168       9,328       12,154  
      Interest on FHLB borrowings     648       167       1,132       409  
      Interest on senior debt     275       –       391       –  
      Interest on subordinated debt     168       488       620       972  
        Total Interest Expense     5,689       6,823       11,471       13,535  
                                     
    Net Interest Income   $ 4,505     $ 4,074     $ 8,649     $ 9,484  
    Provision for Credit Losses – Loans     464       –       790       1,084  
    (Recovery of) Provision for Credit Losses – Unfunded Commitments     (27 )     (41 )     88       11  
       Total Provision for (Recovery of) Credit Losses     437       (41 )     878       1,095  
       Net Interest Income after Provision for Credit Losses     4,068       4,115       7,771       8,389  
                                     
    Non-Interest Income                                
      Mortgage banking, equipment lending and title abstract fees     280       183       426       390  
      Real estate sales commissions, net     –       16       –       20  
      Insurance commissions     196       176       381       328  
      Other fees and services charges     (119 )     240       (87 )     466  
      Net loan servicing income     1       2       5       3  
      Income from bank-owned life insurance     32       28       62       57  
      Net gain on sale of loans     1,046       561       2,102       1,495  
      Gain on the sale of SBA loans     511       98       818       127  
        Total Non-Interest Income     1,947       1,304       3,707       2,886  
                                     
    Non-Interest Expense                                
      Salaries and employee benefits     3,642       3,673       7,292       7,335  
      Directors’ fees and expenses     65       50       130       101  
      Occupancy and equipment     432       416       863       666  
      Data processing     439       311       841       573  
      Professional fees     174       156       397       297  
      FDIC deposit insurance assessment     135       163       256       336  
      Advertising     100       73       199       160  
      Amortization of other intangible     12       12       24       24  
      Other     534       382       1,075       869  
        Total Non-Interest Expense     5,533       5,236       11,077       10,361  
    Income from Continuing Operations Before Income Taxes   $ 482     $ 183     $ 401     $ 914  
    Income Taxes     210       83       212       347  
        Net Income from Continuing Operations   $ 272     $ 100     $ 189     $ 567  
    Income from Discontinued Operations     –       –       –       564  
    Income Taxes     –       –       –       158  
        Net Income from Discontinued Operations   $ –     $ –     $ –       406  
        Net Income   $ 272     $ 100     $ 189     $ 973  
                     
          Three Months Ended       Six Months Ended  
          June 30,       June 30,  
          2025       2024       2025       2024  
          (Unaudited)       (Unaudited)  
    Per Common Share Data:                                
     Earnings per share from continuing operations – basic   $ 0.10     $ 0.04     $ 0.07     $ 0.23  
     Earnings per share from discontinued operations – basic   $ –     $ –     $ –     $ 0.16  
     Earnings per share, net – basic   $ 0.10     $ 0.04     $ 0.07     $ 0.39  
     Average shares outstanding – basic     2,630,585       2,600,346       2,628,786       2,525,580  
     Earnings per share from continuing operations – diluted   $ 0.10     $ 0.04     $ 0.07     $ 0.23  
     Earnings per share from discontinued operations – diluted   $ –     $ –     $ –     $ 0.16  
     Earnings per share, net – diluted   $ 0.10     $ 0.04     $ 0.07     $ 0.39  
     Average shares outstanding – diluted     2,630,585       2,600,346       2,628,786       2,525,580  
     Book value per share, end of period   $ 19.83     $ 19.54     $ 19.83     $ 19.54  
     Shares outstanding, end of period     2,635,866       2,629,289       2,635,866       2,629,289  
        Three Months Ended
    June 30,
        Six Months Ended
    June 30,
     
        2025     2024     2025     2024  
        (Unaudited)     (Unaudited)  
    Selected Operating Ratios:                                
     Average yield on interest-earning assets     6.45 %     6.11 %     6.38 %     6.37 %
     Average rate on interest-bearing liabilities     4.26 %     4.54 %     4.25 %     4.55 %
     Average interest rate spread     2.19 %     1.57 %     2.13 %     1.81 %
     Net interest margin     2.85 %     2.28 %     2.74 %     2.62 %
     Average interest-earning assets to average interest-bearing liabilities     118.42 %     118.78 %     116.86 %     121.59 %
     Efficiency ratio     85.75 %     97.37 %     89.65 %     80.97 %
                                     
    Asset Quality Ratios (1):                                
     Non-performing loans as a percent of total loans receivable, net     1.10 %     1.46 %     1.10 %     1.46 %
     Non-performing assets as a percent of total assets     0.89 %     1.24 %     0.89 %     1.24 %
     Allowance for credit losses as a percent of non-performing loans     106.39 %     85.12 %     106.39 %     85.12 %
     Allowance for credit losses as a percent of total loans receivable, net     1.15 %     1.23 %     1.15 %     1.23 %
     Texas Ratio (2)     9.24 %     13.25 %     9.24 %     13.25 %

    (1) Asset quality ratios are end of period ratios.
    (2) Total non-performing assets divided by tangible common equity plus the allowance for loan losses.

    The MIL Network –

    August 5, 2025
  • MIL-OSI: FLINT Announces Second Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

    SECOND QUARTER HIGHLIGHTS

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

    SECOND QUARTER FINANCIAL RESULTS

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

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

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

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

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

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

    LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

    CORPORATE UPDATES

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

    ADDITIONAL INFORMATION

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

    About FLINT Corp.

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

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

    Advisory regarding Forward-Looking Information

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

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

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

    Advisory regarding Non-GAAP Financial Measures

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

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

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

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

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

    The MIL Network –

    August 5, 2025
  • MIL-OSI USA: Senators Budd, Gillibrand, Lummis Introduce Bipartisan Bill to Stop Illegal Use of Digital Assets by Criminals and Terrorists

    US Senate News:

    Source: United States Senator Ted Budd (R-North Carolina)

    Washington, D.C.—U.S. Senator Ted Budd (R-N.C.) was joined by Senators Kirsten Gillibrand (D-N.Y.) and Cynthia Lummis (R-Wyo.) in reintroducing the Financial Technology Protection Act. The bipartisan bill aims to address the illegal use of financial technologies and digital assets to prevent sanctions evasion, terrorist financing, and money laundering.

    “While financial technologies are driving innovation and expanding individual freedom, criminals and terrorists are exploiting digital assets – putting both our financial and national security at risk. We must take these threats seriously and work toward solutions that put a stop to this rampant criminal activity. I introduced the bipartisan Financial Technology Protection Act to do just that, because we cannot continue to ignore this illicit abuse or hinder this pro-growth technology. I urge my colleagues to support this legislation before these crimes and threats escalate further,” said Senator Budd.

    “As financial technology continues to evolve, we must ensure it strengthens, not threatens, our national security. The bipartisan Financial Technology Protection Act would establish an independent working group that brings together government agencies, regulators, and industry experts to proactively identify emerging risks and develop robust, innovative solutions. This collaborative discourse will ensure we can keep our financial systems safe while bolstering the United States’ leadership on digital asset innovation on the global stage. This bipartisan legislation has already passed the House four times, including a unanimous vote in House Financial Services earlier this month. I look forward to working with Senator Budd to advance it in the Senate,” said Senator Gillibrand.

    “Digital assets are the future of American financial innovation and it is critical that as we craft pro-growth legislation that we also maintain security standards. The Financial Technology Protection Act strikes the right balance of developing safeguards against illicit activities without stifling the innovation that makes our digital economy thrive. I am proud to join Senator Budd in securing America’s position as a leader in the digital asset space while protecting consumers and maintaining the integrity of our financial system,” said Senator Lummis.   

    Read the full bill text HERE.

    BACKGROUND 

    Financial Technology Protection Act:

    • Establishes an independent working group to combat terrorism and illicit financing, made up of:
      • Representatives from the following agencies: Department of the Treasury, Office of Terrorism and Financial Intelligence, Internal Revenue Service, Department of Justice, Federal Bureau of Investigation, Department of Homeland Security, U.S. Secret Service, Office of the Director of National Intelligence, and Drug Enforcement Administration.
      • Private sector participation from: Financial Technology Companies, Blockchain Intelligence Companies, Financial Institutions, Research Organizations, and Privacy and Civil Liberties Organizations.

    Senator Budd’s legislation was included in the Senate’s market structure bill, led by Senate Subcommittee on Digital Assets Chair Lummis. This legislative package will provide the crypto industry with the regulatory certainty needed to unlock new investments and innovation.

    MIL OSI USA News –

    August 5, 2025
  • MIL-OSI: Flow Traders 2Q 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Flow Traders 2Q 2025 Results

    Amsterdam, the Netherlands – Flow Traders Ltd. (Euronext: FLOW) announces its unaudited 2Q 2025 results.

    Highlights

    • Flow Traders recorded Net Trading Income of €143.4m and Total Income of €143.9m in 2Q25, an increase of 80% and 89% when compared to €79.5m and €76.2m in 2Q24, respectively.
    • Flow Traders’ ETP Value Traded increased by 42% in 2Q25 to €492bn from €347bn in 2Q24.
    • Fixed Operating Expenses were €49.8m in the quarter, an increase of 15% when compared to the €43.1m in 2Q24, due mostly to increased Employee and Other expenses.
    • Total Operating Expenses were €76.0m in 2Q25, an increase of 40% when compared to the €54.3m in 2Q24, due mostly to higher variable employee expenses.
    • EBITDA was €68.0m in the quarter, an increase of 210% when compared to €21.9m in 2Q24. EBITDA margin was 47% in 2Q25 vs. 29% in 2Q24.
    • Net Profit came in at €51.3m in 2Q25, yielding a basic EPS of €1.18 and diluted EPS of €1.16, a 295% increase compared to a Net Profit of €13.0m, basic EPS of €0.30, and diluted EPS of €0.29 in 2Q24.
    • Trading Capital stood at €831m at the end of 2Q25, a 33% and 4% increase from €624m and €803m at the end of 2Q24 and 1Q25, respectively, and generated a 75% return on average trading capital1.
    • Shareholders’ equity was €821m at the end of 2Q25, compared to €638m at the end of 2Q24 and €787m at the end of 1Q25.
    • Flow Traders employed 607 FTEs at the end of 2Q25, compared to 594 at the end of 2Q24 and 619 at the end of 1Q25.

    Leadership Update

    In a separate release today, Flow Traders announced that Thomas Spitz will join Flow Traders on 1 September 2025 and be nominated as Chief Executive Officer and Executive Director of the Flow Traders Board, subject to regulatory and shareholder approval. In his role as Chief Executive Officer, Thomas will be responsible for executing Flow Traders’ strategic agenda, which includes the Company’s growth and diversification strategy and Trading Capital Expansion Plan.

    Financial Overview

    €million 2Q25 2Q24 Change 1H25 1H24 Change
    Net trading income 143.4 79.5 80% 283.6 206.6 37%
    Other income 0.5 (3.3) – (4.6) (0.8) –
    Total income 143.9 76.2 89% 279.0 205.8 36%
    Revenue by region2            
    Europe 78.7 48.6 62% 158.6 117.0 35%
    Americas 30.2 13.4 125% 41.7 54.7 (24%)
    Asia 35.1 14.2 147% 78.8 34.1 131%
    Fixed employee expenses 23.4 20.4 15% 47.7 41.1 16%
    Technology expenses 16.8 16.8 0% 34.2 32.6 5%
    Other expenses 9.5 5.9 61% 18.6 13.6 37%
    Fixed operating expenses 49.8 43.1 15% 100.5 87.2 15%
    Variable employee expenses 26.2 11.2 134% 48.2 35.0 38%
    Total operating expenses 76.0 54.3 40% 148.7 122.2 22%
    EBITDA 68.0 21.9 210% 130.3 83.6 56%
    Interest expenses 0.4 0.1 321% 0.9 0.1 738%
    Lease expenses 0.5 0.6 (21%) 1.0 1.1 (15%)
    Depreciation & amortisation 5.0 4.4 13% 9.7 8.7 12%
    (Reversal of) Impairment of intangible assets3 (2.5) – N/A 8.0 – N/A
    Profit/(loss) on equity-accounted investments (1.1) (0.2) 359% (2.9) (0.6) 369%
    Profit before tax 63.5 16.6 283% 107.8 73.0 48%
    Tax expense 12.3 3.6 238% 20.3 14.2 43%
    Net profit 51.3 13.0 295% 87.5 58.8 49%
    Basic EPS4 (€) 1.18 0.30 293% 2.01 1.36 49%
    Fully diluted EPS4 (€) 1.16 0.29 294% 1.98 1.33 49%
    EBITDA margin 47% 29%   47% 41%  

    Revenue by Region

    €million 2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25
    Europe 33.1 33.6 42.6 68.4 48.6 70.2 86.9 79.9 78.7
    Americas 9.3 22.0 18.1 41.3 13.4 20.8 18.2 11.4 30.2
    Asia 9.0 12.1 13.6 19.9 14.2 23.6 53.8 43.7 35.1

    Value Traded Overview

    €billion 2Q25 2Q24 Change 1H25 1H24 Change
    Flow Traders ETP Value Traded 492 347 42% 999 755 32%
    Europe 220 147 49% 465 300 55%
    Americas 233 177 32% 446 406 10%
    Asia 39 23 71% 88 50 76%
    Flow Traders non-ETP Value Traded 1200 1,132 6% 2,418 2,278 6%
    Flow Traders Value Traded 1,692 1,479 14% 3,417 3,034 13%
    Equity 918 754 22% 1,928 1,573 23%
    FICC 680 677 0% 1,305 1369 (5%)
    Other 94 48 98% 184 92 99%
    Market ETP Value Traded5 16,509 11,014 50% 30,934 22,993 35%
    Europe 835 583 43% 1,717 1,178 45%
    Americas 13,214 9,090 45% 24,278 19,054 27%
    Asia 2,460 1,341 83% 4,938 2,761 79%
    Asia ex China 632 444 42% 1,277 883 45%

    Trading Capital

      2Q23 3Q23 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25
    Trading Capital (€m) 574 585 584 609 624 668 775 803 831
    Return on Avg Trading Capital1 65% 56% 49% 50% 58% 62% 69% 68% 75%
    Average VIX7 16.7 15.1 15.4 13.9 14.2 17.1 17.3 18.5 23.6

    Market Environment

    Europe

    Equity trading volumes in the quarter across major exchanges saw low double-digit percentage point increases when compared to the same period a year ago, but declined slightly compared to the first quarter. Market volatility increased by mid double-digit percentage points when compared to both the same period a year ago and low double-digits compared to the first quarter. However, a substantial portion of the increase in market activity, in terms of both volume and volatility, was seen in the first half of April, with activity returning to more normal levels in May and June.

    Within Fixed Income, market trading volumes increased compared to the same period a year ago but declined when compared to the first quarter.

    Americas

    Equity trading volumes in the U.S. increased by low double-digit percentage points when compared to the same period a year ago, and high single-digits to low double-digits when compared to the first quarter. Market volatility increased by high double-digit percentage points year-on-year and low double-digits quarter-on-quarter.

    Within Fixed Income, market trading volumes increased slightly when compared to the same period a year ago, but declined slightly when compared to the first quarter. Market volatility was relatively flat both year-on-year and quarter-on-quarter.

    Asia

    Equity trading volumes in Asia were mixed as Hong Kong and China saw significant increases when compared to the same period a year ago, but slight declines when compared to the first quarter, while Japan saw slight increases both year-on-year and quarter-on-quarter. Market volatility increased in Hong Kong and China when compared to the same period a year ago and was relatively flat when compared to the first quarter. Japan saw an increase in volatility both year-on-year and quarter-on-quarter.

    Digital Assets

    Within Digital Assets, which trades across regions on a 24/7 basis, trading volumes in cryptocurrencies saw a slight increase when compared to the same period a year ago but a meaningful decline when compared to the first quarter. Volatility decreased meaningfully both year-on-year and quarter-on-quarter.

    Outlook

    Fixed operating expenses guidance for the year remains unchanged and is expected to be in the range of €190-210m given additional technology investments and targeted additions of subject matter experts in growth areas, partially offset by expected operational efficiency gains.

    CEO Statement

    Mike Kuehnel, CEO
    “Flow Traders posted another strong set of results in the second quarter, delivering the fourth straight quarter of triple-digit NTI for the first time in the Company’s history. In addition, the fifth triple-digit NTI quarter in the last six quarters serves as strong validation of our growth and diversification strategy. The Company was able to deliver solid results through periods of mostly below average market volatility throughout most of 2024 with strong contributions from Digital Assets. We then had strong contributions from Asia in the second half of 2024, and now from Europe and the Americas in the first half of 2025. We continue to reap the rewards of our eight-year investment into Digital Assets as it has proven to be a dependable countercyclical offset to the traditional asset classes.

    The second quarter saw a sharp increase in volatility in traditional asset classes, particularly in Equity, after nearly two years of relatively muted activity. While the rebound in volumes and volatility we saw in early April was not nearly as extreme and was relatively short-lived when compared to COVID, we were able to leverage the additional profits retained as part of the Trading Capital Expansion Plan. We were able to capture the opportunities that arose and record one of the best months ever in the Company’s history. The return of market activity on the back of continued record ETP fund inflows around the world drove improved performance across all regions, particularly in the Americas and Asia. We are especially excited about the significant opportunity in China, where trading volumes have doubled vs. a year ago and is now two-to-three times the volumes seen in Europe.

    In Digital Assets, trading volumes declined quarter-on-quarter as traditional asset classes garnered more attention given the tariff news headlines. Nevertheless, we continue to see positive sentiment shifts as institutional interests grow amidst a more conducive regulatory environment. The ecosystem around digital assets continues to expand, as evidenced by a raft of digital asset-related IPOs. We are particularly excited about the regulatory approval of AllUnity, our partnership with DWS and Galaxy Digital, which will launch a MiCAR-compliant Euro-denominated stablecoin later this year. As one of the earliest adopters of digital assets, Flow Traders remains instrumental in providing liquidity to this asset class and helping to expand the ecosystem.

    Looking forward, I am proud of what we have achieved at Flow Traders over my tenure. The Company remains committed to enhancing its trading capabilities by strategically investing in cutting-edge technology and talent. The strong return on trading capital over the last 12 months validates the strategic decision taken last July to retain more profits to reinvest back into the business. I’m certain that the combination of improving and expanding the Company’s trading capabilities and growing the trading capital base will undoubtedly accelerate the growth of Flow Traders in the years to come.”

    Preliminary Financial Calendar

    30 October 2025                3Q25 Trading Update

    Analyst Conference Call and Webcast

    The 2Q25 trading update analyst conference call will be held at 10:00 am CEST on Thursday 31 July 2025. The presentation can be downloaded at https://www.flowtraders.com/investors/results-centre and the conference call can be followed via a listen-only audio webcast. A replay of the conference call will be available on the company website for at least 90 days.

    Contact Details

    Flow Traders Ltd.

    Investors / Media
    Eric Pan
    Phone:         +31 20 7996799
    Email:        investor.relations@flowtraders.com

    About Flow Traders

    Flow Traders is a leading trading firm providing liquidity in multiple asset classes, covering all major exchanges. Founded in 2004, Flow Traders is a leading global ETP market marker and has leveraged its expertise in trading European equity ETPs to expand into fixed income, commodities, digital assets and FX globally. Flow Traders’ role in financial markets is to ensure the availability of liquidity and enabling investors to continue to buy or sell financial instruments under all market circumstances, thereby ensuring markets remain resilient and continue to function in an orderly manner. In addition to its trading activities, Flow Traders has established a strategic investment unit focused on fostering market innovation and aligned with our mission to bring greater transparency and efficiency to the financial ecosystem. With over two decades of experience, we have built a team of over 600 talented professionals, located globally, contributing to the firm’s entrepreneurial culture and delivering the company’s mission.

    Notes

    1. Return on average trading capital defined as LTM NTI divided by the average of the prior and current end of period trading capital.
    2. Revenue by region includes NTI, Other Income, and inter-company revenue.
    3. There was a €2.5m reversal in 2Q25 of the €10.5m impairment of intangible assets in 1Q25.
    4. Weighted average shares outstanding: 2Q25 – 43,565,347; 1Q25 – 43,394,080; 2Q24 – 43,270,311.
    5. Determined by adjusting the basic EPS for the effects of all dilutive share-based payments to employees.
    6. Source – Flow Traders analysis.
    7. Starting in 3Q24, average VIX is calculated as the average of VIX daily closing prices.

    Important Legal Information

    This press release is prepared by Flow Traders Ltd. and is for information purposes only. It is not a recommendation to engage in investment activities and you must not rely on the content of this document when making any investment decisions. The information in this document does not constitute legal, tax, or investment advice and is not to be regarded as investor marketing or marketing of any security or financial instrument, or as an offer to buy or sell, or as a solicitation of any offer to buy or sell, securities or financial instruments.

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    Attachment

    • 2Q25 Press Release

    The MIL Network –

    August 5, 2025
  • MIL-OSI: Subsea 7 S.A. Announces Second Quarter and Half Year 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Luxembourg – 31 July 2025 – Subsea 7 S.A. (Oslo Børs: SUBC, ADR: SUBCY, ISIN: LU0075646355, the Company) announced today results of Subsea7 Group (the Group, Subsea7) for the second quarter and first half of 2025 which ended 30 June 2025.

    Highlights 

    • Second quarter Adjusted EBITDA of $360 million, up 23% on the prior year period, equating to a margin of 21%
    • Strong operational and financial performance from both Subsea and Conventional and Renewables, with Adjusted EBITDA margins of 21% and 17% respectively
    • Guidance for full year 2025 re-affirmed
    • A high-quality backlog of $11.8 billion gives over 90% visibility on 2025 revenue guidance
    • Balance sheet remains strong with net debt including lease liabilities of $695 million, equating to 0.6 times the Adjusted EBITDA generated in the last four quarters
    • On 23 July 2025 a definitive agreement with Saipem was signed for a merger of equals that will create a global leader in energy services
      Second Quarter Half Year
    For the period (in $ millions, except Adjusted EBITDA margin and per share data) Q2 2025
    Unaudited
    Q2 2024
    Unaudited
    1H 2025
    Unaudited
    1H 2024
    Unaudited
    Revenue 1,756 1,739 3,285 3,134
    Adjusted EBITDA(a) 360 292 596 454
    Adjusted EBITDA margin(a) 21% 17% 18% 15%
    Net operating income 186 137 263 157
    Net income 131 63 148 92
             
    Earnings per share – in $ per share        
    Basic 0.45 0.20 0.52 0.29
    Diluted(b) 0.45 0.20 0.51 0.29
             
    At (in $ millions)      

    30 June 2025
    Unaudited

     

     31 Mar 2025
    Unaudited

    Backlog(a)     11,823 10,819
    Book-to-bill ratio(a)     1.4x 0.6x
    Cash and cash equivalents     413 459
    Borrowings     (661) (691)
    Net debt excluding lease liabilities(a)     (247) (232)
    Net debt including lease liabilities(a)     (695) (632)

    (a) For explanations and reconciliations of Adjusted EBITDA, Adjusted EBITDA margin, Backlog, Book-to-bill ratio and Net debt refer to the ‘Alternative Performance Measures’ section of the Condensed Consolidated Financial Statements.

    (b) For the explanation and a reconciliation of diluted earnings per share refer to Note 7 ‘Earnings per share’ to the Condensed Consolidated Financial Statements.

    John Evans, Chief Executive Officer, said:

    Subsea7 delivered strong growth in profitability in the second quarter of 2025 driven by the solid execution of our portfolio of projects in both Subsea and Conventional, and Renewables. The Group’s Adjusted EBITDA margin increased 370 bps year-on-year to 20.5% in the quarter, putting us on track to achieve our full year guidance and deliver over 20% growth in EBITDA in 2025 compared with 2024.

    During the quarter we replenished the backlog with high-quality orders of $2.5 billion, equivalent to 1.4 times book-to-bill, demonstrating the resilience of our strategy that is focused on long-cycle subsea markets with advantaged economics, alongside a selective approach to offshore wind. In subsea, tendering activity remains high, with a balance of greenfield and tie-back prospects for a diverse range of clients and geographies. In the renewables industry, near-term momentum is dependent on progress of the UK CFD allocation round, but offshore wind remains a long-term structural growth market and we are confident that our selective approach to bidding leaves us well-placed to deliver profitable growth.

    Second quarter project review
    In Subsea and Conventional, Seven Arctic and Seven Borealis installed flexibles, umbilicals and manifolds at Agogo in Angola. Seven Pacific underwent a class survey after which it transited to Angola where it is expected to work on Agogo until year end. Seven Vega was active at the CLOV development, also in Angola. 

    Seven Oceans and Seven Seas continued to work on a range of US projects including Sunspear, Salamanca and Shenandoah, while in Brazil, Seven Cruzeiro completed its work at Bacalhau and began its new three-year charter for Petrobras.

    In Norway, Seven Navica continued reel lay activities for Yggdrasil as well as IRPA while Seven Oceanic began its transit north, following completion of its campaign at the Scarborough field in Australia.  

    In Renewables, Seaway Strashnov and Seaway Alfa Lift started work at Dogger Bank C in the UK where they will install 87 monopiles. Seaway Ventus began work at the East Anglia THREE project in the UK, where it will install 95 monopiles and Seaway Aimery and Seaway Moxie installed cables at He Dreiht in Germany.

    Second quarter financial review
    Revenue was $1.8 billion, marginally better when compared with the prior year period. Adjusted EBITDA of $360 million equated to a margin of 20.5%, up from 16.8% in Q2 2024.

    After depreciation and amortisation of $175 million, other gains and losses of $32 million driven by non-cash foreign exchange gains, net finance costs of $16 million and taxation of $71 million, net income was $131 million.

    Net cash generated from operating activities in the second quarter was $339 million, including a $59 million favourable movement in net working capital. Net cash used in investing activities was $81 million mainly related to purchases of property, plant and equipment. Net cash used in financing activities was $306 million including dividend payments of $184 million and lease payments of $77 million. During the quarter, cash and cash equivalents decreased by $46 million to $413 million and, at 30 June 2025, net debt was $695 million, including lease liabilities of $448 million.

    Second quarter order intake was $2.5 billion comprising new awards of $2.0 billion and escalations of $0.5 billion resulting in a book-to-bill ratio of 1.4 times. Backlog at the end of June was $11.8 billion, of which $3.6 billion is expected to be executed in the remainder of 2025, $4.5 billion in 2026 and $3.7 billion in 2027 and beyond.

    Guidance

    We continue to anticipate that revenue in 2025 will be between $6.8 billion and $7.2 billion, while the Adjusted EBITDA margin is expected to be within a range from 18% to 20%. Based on our firm backlog of contracts and the prospects in our tendering pipeline, we expect margins to exceed 20% in 2026.

    Conference Call Information
    Date: 31 July 2025
    Time: 11:00 UK Time, 12:00 CET
    Access the webcast https://edge.media-server.com/mmc/p/yja3wdd3/
    Register for the conference call https://register-conf.media-server.com/register/BI59310f2a739a44ab86529d2cda595e97

    For further information, please contact:
    Katherine Tonks
    Investor Relations
    ir@subsea7.com
    +44-20-8210-5568

    Special Note Regarding Forward-Looking Statements

    This document may contain ‘forward-looking statements’ (within the meaning of the safe harbour provisions of the U.S. Private Securities Litigation Reform Act of 1995). These statements relate to our current expectations, beliefs, intentions, assumptions or strategies regarding the future and are subject to known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements may be identified by the use of words such as ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘future’, ‘goal’, ‘intend’, ‘likely’, ‘may’, ‘plan’, ‘project’, ‘seek’, ‘should’, ‘strategy’, ‘will’, and similar expressions. The principal risks which could affect future operations of the Group are described in the ‘Risk Management’ section of the Group’s Annual Report. Factors that may cause actual and future results and trends to differ materially from our forward-looking statements include (but are not limited to): (i) our ability to deliver fixed-price projects in accordance with client expectations and within the parameters of our bids, and to avoid cost overruns; (ii) our ability to collect receivables, negotiate variation orders and collect the related revenue; (iii) our ability to recover costs on significant projects; (iv) capital expenditure by oil and gas companies, which is affected by fluctuations in the price of, and demand for, crude oil and natural gas; (v) unanticipated delays or cancellation of projects included in our backlog; (vi) competition and price fluctuations in the markets and businesses in which we operate; (vii) the loss of, or deterioration in our relationship with, any significant clients; (viii) the outcome of legal proceedings or governmental inquiries; (ix) uncertainties inherent in operating internationally, including economic, political and social instability, boycotts or embargoes, labour unrest, changes in foreign governmental regulations, corruption and currency fluctuations; (x) the effects of a pandemic or epidemic or a natural disaster; (xi) liability to third parties for the failure of our joint venture partners to fulfil their obligations; (xii) changes in, or our failure to comply with, applicable laws and regulations (including regulatory measures addressing climate change); (xiii) operating hazards, including spills, environmental damage, personal or property damage and business interruptions caused by adverse weather; (xiv) equipment or mechanical failures, which could increase costs, impair revenue and result in penalties for failure to meet project completion requirements; (xv) the timely delivery of vessels on order and the timely completion of ship conversion programmes; (xvi) our ability to keep pace with technological changes and the impact of potential information technology, cyber security or data security breaches; (xvii) global availability at scale and commercial viability of suitable alternative vessel fuels; and, (xviii) the effectiveness of our disclosure controls and procedures and internal control over financial reporting. Many of these factors are beyond our ability to control or predict. Given these uncertainties, you should not place undue reliance on the forward-looking statements. Each forward-looking statement speaks only as of the date of this document. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

    This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. This stock exchange release was published by Katherine Tonks, Investor Relations, Subsea7, on 31 July 2025 08:00 CET.

    Attachments

    • SUBC 2Q25 Presentation
    • SUBC 2Q25 Earnings Release

    The MIL Network –

    August 5, 2025
  • MIL-OSI: Shell Plc 2nd QUARTER 2025 HALF YEAR UNAUDITED RESULTS

    Source: GlobeNewswire (MIL-OSI)

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

    1.Q2 on Q1 change

    Quarter Analysis1

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

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

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

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

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

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

    Shareholder distributions

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


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

    Half Year Analysis1

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

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

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

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

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

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

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

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

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

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

    4.Not incorporated by reference.

    PORTFOLIO DEVELOPMENTS

    Integrated Gas

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

    Upstream

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

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

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

    Chemicals and Products

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

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

             Page 2


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    PERFORMANCE BY SEGMENT

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

    1.Q2 on Q1 change

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

    Quarter Analysis1

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

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

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

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

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

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

    Half Year Analysis1

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

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

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

             Page 3


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

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

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

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

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

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

             Page 4


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

    1.Q2 on Q1 change

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

    Quarter Analysis1

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

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

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

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

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

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

    Half Year Analysis1

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

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

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

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

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

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

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

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

             Page 5


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

    1.Q2 on Q1 change

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

    Quarter Analysis1

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

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

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

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

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

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

    Half Year Analysis1

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

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

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

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

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

             Page 6


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

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

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

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

             Page 7


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

    1.Q2 on Q1 change

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

    Quarter Analysis1

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

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

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

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

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

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

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

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

    Half Year Analysis1

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

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

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

             Page 8


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

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

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

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

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

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

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

             Page 9


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

    1.Q2 on Q1 change

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

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

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

    Quarter Analysis1

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

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

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

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

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

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

    Half Year Analysis1

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

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

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

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

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

             Page 10


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

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

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

    Additional Growth Measures

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

    1.Q2 on Q1 change

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

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

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

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

    Quarter Analysis1

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

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

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

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

    Half Year Analysis1

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

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

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

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

    accumulated other comprehensive income.

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

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

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

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

             Page 11


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    OUTLOOK FOR THE THIRD QUARTER 2025

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

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

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

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

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

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

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

    FORTHCOMING EVENTS

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

             Page 12


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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

    1.See Note 2 “Segment information”.

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

    3.See Note 3 “Earnings per share”.

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

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

             Page 13


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

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

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

             Page 14


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

    1.    See Note 4 “Share capital”.

    2.    See Note 5 “Other reserves”.

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

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

             Page 15


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

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

             Page 16


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

    1. Basis of preparation

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

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

    Going Concern

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

    Key accounting considerations, significant judgements and estimates

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

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

    2. Segment information

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

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

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

             Page 17


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    ADJUSTED EARNINGS BY SEGMENT

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

             Page 18


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

    CASH CAPITAL EXPENDITURE BY SEGMENT

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

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

             Page 19


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

    REVENUE BY SEGMENT

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

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

             Page 20


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

    Identified items

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

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

             Page 21


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

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

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

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

             Page 22


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

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

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

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

             Page 23


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

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

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

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    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

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

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

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

    3. Earnings per share

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

             Page 25


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    4. Share capital

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

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

    5. Other reserves

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

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

    6. Derivative financial instruments and debt excluding lease liabilities

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

             Page 26


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

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

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

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

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

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

    Consolidated Statement of Income

    Interest and other income

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

    Depreciation, depletion and amortisation

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

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

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

    Taxation charge/credit

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

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    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

    Consolidated Statement of Comprehensive Income

    Currency translation differences

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

    Condensed Consolidated Balance Sheet

    Assets classified as held for sale

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

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

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

    Consolidated Statement of Cash Flows

    Cash flow from operating activities – Other

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

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

    Dividends received from joint ventures and associates

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

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

    Proceeds from sale of property, plant and equipment and businesses

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    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

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

    8. Reconciliation of Operating expenses and Total Debt

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

    9. Post-balance sheet events

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

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

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    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    ALTERNATIVE PERFORMANCE (NON-GAAP) MEASURES

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

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

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

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

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

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    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

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    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    Identified items

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

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

    See Note 2 “Segment information” for details.

    B.    Adjusted Earnings per share

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

    C.    Cash capital expenditure

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

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

    D.    Capital employed and Return on average capital employed

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

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

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

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

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    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

    E.    Net debt and gearing

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

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

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

    F.    Operating expenses and Underlying operating expenses

    Operating expenses

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

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    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

    Underlying operating expenses

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

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    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

    G.    Free cash flow and Organic free cash flow

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

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

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

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

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

    H.    Cash flow from operating activities excluding working capital movements

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

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

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

    I.    Divestment proceeds

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

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    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

    J.    Structural cost reduction

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

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

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

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

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

             Page 36


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    PRINCIPAL RISKS AND UNCERTAINTIES

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

    1.Portfolio risks

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

    2.Climate change and the energy transition

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

    3.Country risks

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

    4.Financial risks

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

    5.Trading risks

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

    6.Health, safety, security and the environment

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

    7.Information technology and cybersecurity risks

    We rely heavily on information technology systems in our operations.

    8.Litigation and regulatory compliance

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

    9.Reputation and risks to our licence to operate

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

    10.Our people and culture

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

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

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

             Page 37


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    2025 PORTFOLIO DEVELOPMENTS

    Integrated Gas

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

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

    Upstream

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

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

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

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

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

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

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

    Chemicals and Products

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

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

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

    Renewables and Energy Solutions

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

             Page 38


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    RESPONSIBILITY STATEMENT

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

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

    On behalf of the Board

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

             Page 39


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    INDEPENDENT REVIEW REPORT TO SHELL PLC

    Conclusion

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

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

    Basis for Conclusion

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

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

    Conclusions Relating to Going Concern

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

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

    Responsibilities of the Directors

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

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

    Auditor’s Responsibilities for the review of the financial information

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

    Use of our report

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

    Ernst & Young LLP

    London

    July 31, 2025

             Page 40


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

    CAUTIONARY STATEMENT

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

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

    Forward-Looking statements

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

    Shell’s net carbon intensity

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

    Shell’s net-zero emissions target

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

    Forward-Looking non-GAAP measures

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

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

             Page 41


    SHELL PLC
    2nd QUARTER 2025 AND HALF YEAR UNAUDITED RESULTS

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

    This announcement contains inside information.

    July 31, 2025

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

    Contacts:

    – Sean Ashley, Company Secretary

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

    LEI number of Shell plc: 21380068P1DRHMJ8KU70

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

             Page 42

    The MIL Network –

    August 5, 2025
  • MIL-OSI: ANNOUNCEMENT OF A VOLUNTARY SHARE EXCHANGE OFFER MADE BY EURONEXT N.V. TO ACQUIRE THE ORDINARY REGISTERED SHARES OF HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. IN CONSIDERATION FOR SHARES OF EURONEXT N.V.

    Source: GlobeNewswire (MIL-OSI)

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY, OR CONSTITUTE A VIOLATION OF, THE RELEVANT LAWS OF THAT JURISDICTION OR REQUIRE EURONEXT AND/OR ATHEX TO TAKE ANY FURTHER ACTION.

    PLEASE SEE THE IMPORTANT DISCLAIMERS AT THE END OF THIS ANNOUNCEMENT.

    ANNOUNCEMENT OF A VOLUNTARY SHARE EXCHANGE OFFER MADE BY EURONEXT N.V. TO ACQUIRE THE ORDINARY REGISTERED SHARES OF HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. IN CONSIDERATION FOR SHARES OF EURONEXT N.V.

    31 July 2025

    Executive Summary

    Euronext N.V. (“Euronext” or the “Offeror”, and together with any and all of its directly, or indirectly, wholly, or partially, owned subsidiaries, the “Euronext Group”) announces today the submission of a voluntary share exchange offer (the “Tender Offer”) to acquire all common registered shares, each having a nominal value of €0.42 (each, an “ATHEX Share”) of HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (“ATHEX” or the “Company” and together with its subsidiaries, the “ATHEX Group”), for newly issued ordinary shares in the capital of the Offeror, with a nominal value of €1.60 each (each, a “Consideration Share”) on a ratio of 0.050 Consideration Share for 1 ATHEX Share, in accordance with Greek Law 3461/2006 (the “Law”). Based on Euronext’s 1-week VWAP of €147.24 as of 29 July 2025, the Offer values the entire issued and to be issued ordinary share capital1 of ATHEX at approximately €425.9 million on a fully diluted basis.

    The purpose of the Tender Offer is for the Offeror to acquire direct control over ATHEX and integrate the ATHEX Group into the Euronext Group. Pursuant to the Tender Offer, the Offeror seeks to become the direct parent company of ATHEX and the ultimate parent company of ATHEX Group with a shareholding structure where all ATHEX shareholders will become shareholders of the Offeror.

    The principal objective of the Tender Offer is to acquire and integrate ATHEX into Euronext, a comprehensive pan-European business model characterized by a single liquidity pool, a single order book, a single trading technology platform, a common approach to listing and a unified post-trading framework in order to reduce fragmentation in European financial markets, reinforcing the Savings and Investment Union endeavors, and finance the real European economy effectively.

    The integration of ATHEX Group within the Euronext group is expected to (i) strengthen access to financing for Greek corporates, (ii) embed ATHEX within a pan-European trading framework, (iii) reinforce the operating resiliency of the local capital markets and (iv) create a unified post-trade infrastructure.

    Greek ecosystem to be fully part of the Offeror’s governance and supervision through (i) the CEO of ATHEX joining the Managing Board of Euronext, (ii) HCMC joining Euronext’s College of Regulators and (iii) subject to the Offeror’s shareholders’ and regulatory approvals, an independent director representing the Greek ecosystem will join the Offeror’s Supervisory Board.

    ATHEX Group will maintain its ties to Greece after the Tender Offer, retaining its head office in Athens, while ATHEX’s tax residence will remain in Greece.

    On 30 July 2025, the Offeror and ATHEX entered into a Cooperation Agreement that outlines the terms and conditions under which both the Offeror and ATHEX agree to work together towards the completion of the Tender Offer.

    In addition, all members of the Board of Directors of ATHEX owning ATHEX shares including CEO Yannos Kontopoulos have agreed to tender ATHEX shares they own today or may own during Tender Offer subject to the issuance of a reasoned opinion of ATHEX’s Board of Directors in favour of the Tender Offer.

    Deutsche Bank AG is acting as advisor to Euronext in connection with the Tender Offer.

    The Tender Offer

    In accordance with the Law, Euronext, announces the submission of the Tender Offer to acquire all of the outstanding ordinary registered shares of ATHEX, as at 30 July 2025 (the “Date of the Tender Offer”), i.e. 60,348,000 ATHEX Shares representing 100% of the total issued share capital and voting rights of ATHEX as at that date.

    ATHEX is a Greek société anonyme under the name “HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A.”, registered with the General Commercial Registry with registration number 003719101000 and registered seat at 110 Athinon Ave, 104 42, Athens. The share capital of ATHEX amounts to €25,346,160.00 and is divided into 60,348,000 shares, with a par value of €0.42 each, which has been fully paid-up. The ATHEX’s shares are commonly registered with a voting right. According to the announcements that ATHEX has published until and including 30 July 2025, ATHEX held an aggregate of 2,498,000 of issued ATHEX Shares (the “Treasury Shares”). ATHEX’s shares were admitted to trading on the Athens Stock Exchange in August 2000 and are currently traded on the main market of the Athens Stock Exchange under the trading symbol EXAE.

    The Date of the Tender Offer is the date on which Euronext initiated the Tender Offer process by informing the Hellenic Capital Market Commission (the “HCMC”) and the board of directors of ATHEX of the Tender Offer and submitting to them a draft of the Greek information circular (the “Information Circular”), in accordance with article 10, paragraph 1 of the Law.

    The Offeror will publish by way of separate announcement the commencement of the acceptance period of the Tender Offer (the “Acceptance Period”) and the means to tender.

    The companies of the Euronext Group are acting in concert with the Offeror for the purposes of the Tender Offer, pursuant to article 2, case (e) of the Law .There are no other persons acting in concert with the Offeror for the purposes of the Tender Offer, pursuant to article 2, case (e) of the Law. As at the Date of the Tender Offer, no ATHEX Shares were held, directly or indirectly, by the Euronext Group.

    The Offeror may purchase ATHEX Shares in the market or over-the-counter until and including the end of the Acceptance Period.

    On 30 July 2025, the Offeror and ATHEX entered into a cooperation agreement which details the cooperation between the Offeror and ATHEX in relation to the Tender Offer (the “Cooperation Agreement”). The Cooperation Agreement provides, among others, that ATHEX will not tender the Treasury Shares in the Tender Offer.

    Other than the Cooperation Agreement and the aforementioned written statements received by the Offeror from the ATHEX directors, there are no special agreements relating to the Tender Offer or the exercise of rights arising from the ATHEX Shares to which the Offeror is a party.

    The purpose of the Tender Offer is for the Offeror to acquire direct control over ATHEX and integrate the ATHEX Group into the Euronext Group. Pursuant to the Tender Offer, the Offeror seeks to become the direct parent company of ATHEX and the ultimate parent company of ATHEX Group with a shareholding structure where ATHEX shareholders will become shareholders of the Offeror.

    Consideration and Tender Offer Structure

    In consideration for every ATHEX Share lawfully and validly tendered in the Tender Offer, and in accordance with the first clause of paragraph 1 of article 9 of the Law, Euronext offers five hundredths (0.050) of a Consideration Share for 1 ATHEX Share (the “Offer Consideration”). The shares of the Offeror are held in book-entry form through the Central Securities Depository for the Offeror Shares (“Euronext Securities”).

    The Offer Consideration meets the criteria of “fair and equitable” consideration under article 9, paragraphs 4 and 5 of the Law.

    1. The Offer Consideration of the Tender Offer means the amount of 0.050 Consideration Shares for 1 ATHEX Share, to be issued pursuant to the Tender Offer.
    2. As provided for in article 9, paragraph 5 (a) of the Law, the following shall be taken into account for the price of the ATHEX share:

    a)   its VWAP during the six months preceding the Date of the Tender Offer, where in this case the VWAP of ATHEX’s share during the six months preceding 30 July 2025, is €5.9770.

    b)   the Offeror did not acquire ATHEX Shares during the twelve (12) months preceding the Date of the Tender Offer.

    C. A valuation is not required for ATHEX based on the provisions of par. 6 of article 9 of the Law, as none of the conditions referred to therein are met, namely:

    • no sanctions have been imposed by the Board of Directors of HCMC for manipulation of ATHEX Shares that took place within the 18-month period preceding the Date of the Tender Offer,
    • during the six (6) months preceding the Date of the Tender Offer, (i) Share transactions have been carried out on the Athens Stock Exchange on more than three-fifths (3/5) of the operating days of the relevant market, and specifically, they amounted to 100% of them and (ii) Share transactions that have been carried out exceed ten percent (10%) of the total number of Shares of ATHEX, and specifically, they amounted to 39.1% of them.
    • The “fair and equitable” consideration as determined by the criteria of paragraph 4 of Article 9 of the Law, exceeds eighty percent (80%) of the book value per share, based on the data of the average of the last two published financial statements of Law 3556/2007, on a consolidated basis.

    D.         As provided for in article 9 par. 5 (b) of the Law, for the price of the Offeror’s share provided as consideration, the VWAP of the Offeror’s share during the six months preceding the Date of the Tender Offer is taken into account, where in this case the VWAP of the Offeror’s share during the six months preceding 30 July 2025 is €135.0369.

    E. Therefore, 0.050 of the Offeror’s share provided as consideration is equal to €6.7518 per ATHEX Share, taking into account the VWAP of the Offeror Share. Therefore, the Offer Consideration meets the criteria of “fair and equitable” consideration, as described in Article 9, paragraphs 4 and 5 of the Law.

    This amount on the Date of the Tender Offer exceeds by 13.0% the “fair and equitable” consideration, as defined in Article 9, paragraphs 4 and 5, as on the one hand the VWAP of ATHEX during the six months preceding the Tender Offer is €5.9770, and on the other hand the Offeror did not acquire Shares during the twelve (12) months preceding the Date of the Tender Offer.

    This amount on the Date of the Tender Offer represents a 7.51% discount to the closing price of the ATHEX Share on the Athens Stock Exchange on the date preceding the Date of the Tender Offer, which amounted to €7.3000, as both ATHEX and Euronext shares have appreciated over the past six months.

    In addition:

    • the Offer Consideration calculated on the basis of the price of the Offeror Share on the date preceding the Date of the Tender Offer represents a 1.7% discount to the closing price of the ATHEX Share on the Athens Stock Exchange on the date preceding the Date of the Tender Offer.
    • the Offer Consideration calculated on the basis of the price of the Offeror Share on 27 June 2025, being the date when the Offeror issued a statement confirming its discussions with ATHEX (the “Date of the Initial Statement”) exceeds by 21.3% the closing price of the ATHEX Share on the Athens Stock Exchange on the Date of the Initial Statement.

    On 15 May 2025, the general meeting of the Offeror has designated the Managing Board of the Offeror for a period of eighteen (18) months as the competent body to, subject to the approval of the Supervisory Board of the Offeror, issue ordinary shares and to grant rights to subscribe for ordinary shares up to a total of 10% of the issued ordinary share capital at the date of the annual general meeting held in 2025, and to restrict or exclude the pre-emptive rights of shareholders pertaining to (the right to subscribe for) ordinary shares upon any issuance of ordinary shares (the AGM Delegation). Pursuant to the AGM-Delegation, the Managing Board of the Offeror resolved on 29 July 2025 to issue Consideration Shares, subject to the terms and conditions set forth in this Information Circular. On the same date, the Supervisory Board of the Offeror approved the resolution adopted by the Managing Board in accordance with the AGM-Delegation. The maximum number of Consideration Shares that Euronext will issue in connection with the Tender Offer, the Right of Squeeze-Out and the Right to Sell-Out (being 3,017,400 Consideration Shares) is smaller than the number of Offeror Shares that the Euronext boards are capable of issuing pursuant to such mandate (being 10,423,550 Offeror Shares). Euronext will assume payment of the duties levied in favor of the Hellenic Central Securities Depository S.A. (the “ATHEXCSD”) on the registration of the over-the-counter transfer of the Transferred Shares in accordance with the codified decision 18 (Meeting 311/22.02.2021) of the Board of Directors of ATHEXCSD, which would otherwise be payable by the accepting shareholders of ATHEX. Such duties amount to 0.08% and are calculated in accordance with the provisions of such decision.

    Shareholders who offer the ATHEX Shares they hold in the context of the Tender Offer, including those electing to receive the Cash Consideration in the context of the exercise of the Right of Squeeze-out or the Right to Sell-out, will also be responsible for all charges and taxes that are due in connection with the Tender Offer, and the Offeror assumes no responsibility nor liability in the payment of said charges and taxes other than the duties levied in favor of the ATHEXCSD expressly set forth in this Information Circular. Notably, based on the letter of the circular issued by the Greek Independent Authority for Public Revenue with reference number Ε.2048/2024, the transfer of the Transferred Shares to the Offeror in consideration for Consideration Shares can be excluded from the tax provided for in article 9 paragraph 2 of Law 2579/1998 in favor of the Greek State provided all conditions mentioned therein are met, which amounts to 0.10%, and is imposed on sales of shares listed on the Athens Stock Exchange, since such transfer does not constitute a sale under the abovementioned provision. Shareholders are advised to consult their own tax advisors regarding the tax implications of the Tender Offer that may concern them in Greece or abroad.

    Euronext will publish, through a separate announcement, the commencement of the Acceptance Period and the means to tender.

    If after the end of the Acceptance Period, Euronext possesses the Minimum Number of Shares but less than 52.065.000 ATHEX Shares representing 90% of the voting rights of ATHEX, ATHEX shares will continue to be traded in the Athens Stock Exchange.

    Squeeze-Out and Sell-Out Procedures, Delisting of ATHEX

    If, at the end of the Acceptance Period, Euronext holds at least 52,065,000 ATHEX Shares representing 90% of ATHEX’s total voting rights (the “Relevant Threshold”):

    (a)   Euronext will initiate the squeeze-out procedure under the Law to cause any remaining holders of Company Shares to transfer those ATHEX Shares to Euronext, in accordance with the Law (the “Right of Squeeze-Out”); and

    (b)   holders of ATHEX Shares who have not accepted the Tender Offer will be entitled, within a period of three (3) months from the publication of the results of the Tender Offer, to exercise the right to sell-out, in accordance with the Law (the “Right to Sell-Out”).

    The consideration offered for each Company Share regarding both the Right of Squeeze-Out and the Right to Sell-Out, will be in accordance with the provisions of Articles 27 and 28 of the Law.

    If the Relevant Threshold is reached or exceeded at the end of the Acceptance Period, the Offeror expects that the Right of Squeeze-out process will be completed within four to eight weeks after Closing. The Offeror intends to apply for the commencement of unconditional listing and trading on Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris of any Offeror Shares which may be issued as consideration in connection with the Right of Squeeze-out as soon as practicable following completion of the Right of Squeeze-out process.

    If the Relevant Threshold is reached or exceeded at the end of the Acceptance Period, the Right to Sell-out will automatically expire upon completion of the Right of Squeeze-Out. As a result, the Offeror expects that completion of the Right to Squeeze-out process will precede the completion of the Right of Sell-out process. If completion of the Right to Sell-out process does not precede the completion of the Right of Squeeze-out out process, the Offeror intends to apply for the commencement of unconditional listing and trading on Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris of any Offeror Shares which may be issued as consideration pursuant to the Right to Sell-out as soon as practicable following completion of the Right to Sell-out process.

    If, following completion of the Tender Offer or after the exercise of the Right of Squeeze-out or the Right to Sell-out, as the case may be, the Offeror holds 95% of ATHEX’s share capital, the Offeror intends to request the convocation of a General Meeting of the Shareholders to resolve upon the submission of an application to the HCMC requesting the delisting of the ATHEX Shares from the Athens Stock Exchange, in accordance with article 17 paragraph 5 of Law 3371/2005, at which (General Meeting) the Offeror will exercise its voting rights in favor of such resolution.

    Plans for ATHEX and Euronext following the Tender Offer

    Embed ATHEX within a pan-European trading framework

    As part of the combined group, ATHEX will be able to join the Euronext Group’s single liquidity pool, enabled by a single order book and powered by a single technology platform, where members can access all its markets in a seamless manner, with the ambition of deepening investor interest and creating greater liquidity as well as fair and transparent markets. Today, more than €13 billion worth of equities are traded daily on the Offeror’s seven (7) European markets that are part of the single liquidity pool. Thanks to its highly flexible architecture, the Offeror expects to see reduced time to market for new products in the combined group. This integration aims to deepen investor interest, create greater liquidity, and ensure fair and transparent markets.

    Strengthen access to financing for Greek corporates

    With ATHEX joining the Euronext Group, Greece will become a key hub for listings under a harmonized framework, offering greater scale, visibility, and access to European liquidity. In addition to listing larger Greek companies, the Offeror will bolster its capabilities in financing Greek SMEs. The pan-European pre-IPO educational program “IPOready” will be deployed across Greece. This program has already enabled over 1,200 companies to understand the benefits of listing, resulting in 33 new listings (€1.6 billion raised at listing, €5.7 billion aggregate market cap at listing). The Offeror will also provide a platform for Greek companies to list debt, diversifying their financing sources.

    Following the successful completion of the Tender Offer, ATHEX will be incorporated into a trusted framework for European and international investors. The Offeror has a proven track record of delivering substantial benefits to the local ecosystems of acquired market operators.

    Reinforce the operating resiliency of the local capital markets

    The Offeror’s size and operational DNA enable it to operate within extremely high reliability standards. The Offeror is investing massively in market technology and has built the best-in-class technology operations with cyber-security excellence. The Offeror has been granted the highest security ratings in its recent annual technology audit performed by Bitsight. The Offeror is a technology business first and foremost, with more than 875 technology and operations employees (35% of total employees), mainly located in Milan, Porto and Paris. ATHEX will benefit from an immediate change in scale in terms of technology platforms and operations, notably from a fully integrated cybersecurity and operational framework operation ensuring maximum resilience of the Greek market in a world of increasingly complex technology threats.

    Create a unified post-trade infrastructure

    The Offeror relies on a single clearing house, clearing all of its European market flows across cash and derivatives products. As part of the combined group, the Offeror intends to expand Euronext Clearing, which centralizes clearing for the whole Euronext Group, and which has benefitted from significant investments over the past few years, to Greek securities. This central European clearing expansion is key to the integration of Greek markets within the Offeror’s framework.

    The Offeror relies on a converging technology framework to create the conditions of success for the custody and settlement of financial products across Europe. As part of the combined group, the CSD function of ATHEX will be part of Euronext Securities’ convergence program, aiming at delivering a unified post-trading core settlement service through a single platform for securities settlement (TARGET2-Securities or T2S) by leveraging the CSDs of the Euronext Group.

    ATHEX as the cornerstone of the Offeror in Southeast Europe

    As the largest exchange group in the highly dynamic Southeastern region of Europe, ATHEX is best placed to lead the Offeror’s expansion across the region. As part of the Euronext Group, ATHEX will be the cornerstone of the Offeror’s expansion in the region, where business opportunities are numerous.

    Greek ecosystem to be fully part of the Offeror’s governance and supervision

    After and subject to successful completion of the Tender Offer, the composition of the Offeror’s Supervisory Board and the structure of its corporate governance will be amended. Subject to the Offeror’s shareholders and regulatory approvals, an independent director representing the Greek ecosystem will join the Offeror’s Supervisory Board.

    In addition, the Chief Executive Officer of the ATHEX will join the Offeror’s Managing Board, subject to the Offeror shareholders’ and regulatory approvals.

    In terms of regulatory framework, the Offeror is supervised at group level by a College of Regulators. The College of Regulators is made up of the seven (7) national regulatory authorities supervising the respective Euronext’s national regulated markets. After and subject to Closing occurring, the Offeror will recommend inviting HCMC to join the Offeror’s College of Regulators, pari passu with the national regulatory authorities currently supervising the Offeror, with a rotating chair every semester to exercise supervision at group level of the combined group. The direct regulatory oversight of ATHEX and the Greek market will remain unchanged. This will allow HCMC to continue regulating ATHEX and the Greek market and be part of the supervision of ATHEX at group-level through the Offeror’s College of Regulators.

    Reunite complementary skills and expertise

    Should the potential combination occur, it could create opportunities for knowledge sharing, career development, and cross-functional collaboration, fostering an environment where talent thrives. Euronext would aim to cultivate an inclusive, collaborative, and entrepreneurial work environment. With a long-standing commitment to diversity and inclusion, Euronext believes that recognizing and valuing diversity benefits both employees and the business’s long-term success. Euronext would ensure that ATHEX employees have opportunities for career development, encouraging them to take on wider responsibilities and roles in the pan-European development of their activities. They would also be encouraged to explore opportunities across various locations to embrace new challenges within Euronext. The diversification of Euronext’s businesses would consistently offer opportunities for high-performing employees, not only in traditional exchange roles but also in new activities developed through the innovation program.

    Following the successful completion of the Tender Offer and upon approval of the ATHEX shareholders meeting, the Offeror intends to modify, subject to ATHEX’s shareholders approval by a simple majority, ATHEX’s trademark name. As such, it will operate under the name “Euronext Athens”, fully embedding the Greek financial infrastructure and creating a sense of togetherness.

    Tender Offer Conditions

    Completion of the Tender Offer is subject to the satisfaction of the following conditions and minimum number of shares:

    (a)   the approval of the HCMC in relation to the direct change of control of ATHEX;

    (b)   the approval of the HCMC in relation to the indirect change of control of ΑΤΗΕΧClear;

    (c)   the approval of the HCMC in relation to the indirect change of control of ATHEXCSD;

    (d)   the approval of RAEWW and the HCMC in relation to the change of control of ATHEX due to its participation in Hellenic Energy Exchange (“HenEx”) and EnEx Clearing House (“EnExClear”);

    (e)   the approval of the HCMC in relation to the acquisition by the Euronext Reference Shareholders2 of an indirect qualifying holding between 20% and 50% of ATHEX, ATHEXCSD and ATHEXClear;

    (f)   the issuance of a declaration of non-objection from the competent foreign authorities regarding the coordinated regulation and supervision of Euronext being the AMF, AFM, CBI, NFSA, FSMA, CMVM, and CONSOB (together with (a)-(f), the “Conditions”); and

    (g)   no later than the end of the Acceptance Period, at least 38,759,500 ATHEX Shares, corresponding to at least 67% of ATHEX’s total paid-up voting share capital, shall have been lawfully and validly tendered to the Offeror (the “Minimum Number of Shares”). This condition may be amended in accordance with the provisions of the Law.

    If (i) the Minimum Number of Shares is not fulfilled as at the end of the Acceptance Period and/or (ii) the Conditions are not satisfied, the Tender Offer will ipso jure lapse, with retroactive effect, and have no legal effect, and the ATHEX Shares tendered to the Offeror will be returned to their holders.

    The Offeror may revoke the Tender Offer if (i) a competing offer, as provided by the Law, has been submitted, or (ii) subject to the HCMC’s approval, if an unforeseen change in circumstances beyond the control of the Offeror occurs that makes the Tender Offer particularly onerous.

    The declarations of acceptance which are submitted cannot be revoked, unless a competing offer, as provided by the Law, has been submitted, in which case the accepting shareholder will be entitled to exercise a revocation right.

    Shareholders’ Statements – Undertakings

    All members of the Board of Directors of ATHEX owning ATHEX shares including CEO Ioannis Kontopoulos have provided irrevocable undertakings to tender their shares in the Tender Offer subject to the issuance of a reasoned opinion of ATHEX’s Board of Directors in favour of the Tender Offer.

    Name Number of shares held
    George Ηandjinicolaou 15,000
    Ioannis Kontopoulos 95,000

    Euronext Advisors

    Deutsche Bank AG, a credit institution incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main, registered address Taunusanlage 12, 60325 Frankfurt am Main, acts as advisor of Euronext in respect of the Tender Offer, in accordance with article 12 of the Law (the “Advisor”).

    For the purpose of the Tender Offer only, Deutsche Bank AG has certified to the HCMC that Euronext (i) has taken all appropriate measures to be able to issue and deliver the Euronext Shares to the shareholders who will accept the Tender Offer and (ii) has the necessary wherewithal to pay in full the total amount in respect of the 0.16% clearing duties, namely 0.08% payable by Euronext and 0.08% payable by each of ATHEX’s shareholders who lawfully and validly accept the Tender Offer, payable by Euronext to the Hellenic Central Securities Depository S.A., in connection with the registration of the over-the-counter transfer of all the ordinary shares of ATHEX tendered to Euronext by ATHEX’s shareholders. It is clarified that this certificate does not constitute any offer of financing or any other type of commitment and/or assumption of any obligation whatsoever, and that this certificate is not provided as nor does it constitute advice, or recommendation within the meaning of Article 729 of the Greek Civil Code. Deutsche Bank AG, by means of this certificate, does not provide any guarantee (within the meaning of Article 847 of the Greek Civil Code) or letter of guarantee, for the fulfillment of the delivery obligations, monetary or other obligations undertaken by the Offeror in the context of the Tender Offer.

    About Euronext

    Euronext is a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands on 15 March 2014 and is domiciled in the Netherlands. Euronext’s statutory seat (statutaire zetel) is in Amsterdam, the Netherlands, and its registered office and principal place of business is at Beursplein 5, 1012 JW Amsterdam, the Netherlands. The Company is registered with the trade register of the Chamber of Commerce for Amsterdam, the Netherlands, under number 60234520, and the telephone number is +31 (0)20-7214444. Euronext’s LEI is 724500QJ4QSZ3H9QU415 and its corporate website is https://www.euronext.com/en.

    Under its Articles of Association, the Offeror’s authorized share capital amounts to €200,000,001.60 and is divided into 125,000,000 Ordinary Shares, each with a nominal value of €1.60 and one priority share with a nominal value of €1.60. The priority share has not been issued. All of Euronext’s shares have been or will be issued under Dutch law.

    As of December 31st, 2024, the Offeror’s issued share capital amounted to €166,776,811.20 and was divided into 104,235,507 ordinary shares, whereas the Offeror held 1,475,395 treasury shares.

    On 11 March 2025, the Offeror announced the completion of its €300 million share repurchase programme for which 2,692,979 shares, or approximately 2.58% of Euronext’s share capital, were repurchased.

    Following the repurchase programme, and as of the cancellation of the purchased shares under this programme which is expected to occur on 5 August 2025, the Offeror’s issued share capital amounts to €162,468,044.80 and divided into 101,542,528 ordinary shares.

    On 22 May 2025, the Offeror launched an offering of bonds due 2032 convertible into new shares and/or exchangeable for existing shares (“OCEANEs”) for a nominal amount of €425 million. Bondholders will be granted the right to convert or exchange the Bonds into new and/or existing Shares (the “Conversion/Exchange Right”) which they may exercise at any time from the 41st day (inclusive) following the Issue Date (30 May 2025) up to the 7th business day (inclusive) preceding the Maturity Date (30 May 2032) or, as the case may be, the relevant early redemption date. For illustrative purposes, considering a nominal amount of €425 million, a reference share price of €145 and a 32.5% conversion premium corresponding to the mid-point of the marketing range, the potential dilution would represent approximately 2.1% of the Company’s outstanding share capital, if the Conversion/Exchange Right was exercised for all the Bonds and the Company decided to deliver new Shares only upon exercise of the Conversion/Exchange Right.

    The Offeror is subject to the provisions of the Dutch Civil Code, the Dutch Financial Supervision Act and the Articles of Association with regard to the issue of shares following admission. The shares are in registered form and are only available in the form of an entry in the Offeror’s shareholders’ register and not in certificated form.

    The Euronext Group provides exchange listing, trading, post trade and related services in Europe. The Company operates Regulated Markets and Multilateral Trading Facilities (each a “MTF”) in seven European countries (Belgium, France, Ireland, Italy, the Netherlands, Norway, and Portugal). The Group operates these venues under a regulatory licence, under national legislation implementing MiFID II / MiFIR granted to the local market operator and the relevant National Competent Authority (each a “NCA”) or Ministry when appropriate. Each market operator is subject to the national laws and regulations supervised by the NCAs, central banks and finance ministries as appropriate. As part of their regular supervision, NCAs perform from time-to-time audits, inspections and on-site visits. This may lead to recommendations or other measures as appropriate. The Group also operates central securities depositories (each a “CSD”) in four European countries (Denmark, Italy, Norway and Portugal). Each of the CSDs is a limited liability company subject to national laws and regulations; however, they all operate under the brand “Euronext Securities”. VP Securities A/S (Euronext Securities Copenhagen), Monte Titoli S.p.A. (Euronext Securities Milan), Interbolsa S.A. (Euronext Securities Porto), and Verdipapirsentralen ASA (Euronext Securities Oslo) hold a licence under the CSDR, under limited national implementing provisions, granted by their NCA on 3 January 2018, 18 December 2019, 12 July 2018, and 28 January 2022 respectively.

    Euronext, through Euronext Securities Copenhagen, Euronext Securities Milan and Euronext Securities Porto, participates in the ECB’s TARGET2-Securities (T2S) platform. The CSDs migrated respectively in September 2016 (with EUR in 2016 and with Danish Kroner in 2018), August 2015 and March 2016.

    Moreover, the Group operates a Central Counterparty in Italy, Cassa di Compensazione e Garanzia S.p.A (“Euronext Clearing“). The company was incorporated on 31 March 1992, holds its registered office in Rome at Via Tomacelli 146, and is registered with the Italian Register of Companies under no. 04289511000. It is authorised by the Bank of Italy as a CCP pursuant to Article 17 of EMIR with effect from 20 May 2014.

    Important Notices

    General

    The Tender Offer described herein is addressed to holders of ATHEX Shares and only to persons to whom it may be lawfully addressed. The Tender Offer will be made in the territory of the Hellenic Republic. The making of the Tender Offer to specific persons who are residents in or nationals or citizens of jurisdictions outside the Hellenic Republic or to custodians, nominees or trustees of such persons (the “Excluded Shareholders”) may be made only in accordance with the laws of the relevant jurisdiction. It is the responsibility of the Excluded Shareholders and each person wishing to accept the Tender Offer to inform themselves of and ensure compliance with the laws of their respective jurisdictions in relation to the Tender Offer. If you have any doubts as to your status, you should consult with your professional advisor in the relevant jurisdiction.

    The Tender Offer is not being made, directly or indirectly, by mail or by any means in or into any jurisdiction within which, under its laws, rules and regulations, the submission, the making or the presentation of the Tender Offer or the mailing or distribution of the Information Circular to be approved by the HCMC a declaration of acceptance and any other document or material relevant thereto (together, the “Relevant Documents”) is illegal or contravenes any applicable legislation, rule or regulation (together, the “Excluded Territories”). Accordingly, copies of any such Relevant Documents and materials will not be, and must not be, directly or indirectly, mailed, distributed or otherwise sent to anyone or from anyone in or into or from any Excluded Territory.

    No Offeror Shares have been offered or will be offered pursuant to the Tender Offer to the public in the United Kingdom, except that the Offeror Shares may be offered to the public in the United Kingdom at any time: (a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation); or (c) in any other circumstances falling within Section 86 of the FSMA. Provided that no such offer of the Offeror Shares shall require Euronext or the Advisor to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the Offeror Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any Offeror Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Offeror Shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

    The Consideration Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in or into the United States absent registration, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state and other securities laws of the United States. This release does not constitute an offer to sell or solicitation of an offer to buy any of the Consideration Shares in the United States. Euronext has no intention to register any part of the Tender Offer in the United States or make a public offering of the Consideration Shares in the United States. Any Consideration Shares offered in the United States will be offered only to (i) holders of the Company Shares located outside of the United States and (ii) holders of Company Shares located within the United States that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act). Such holders of Company Shares will be required to make such acknowledgements and representations to, and agreements with, Euronext as Euronext may require establishing that they are entitled to receive Consideration Shares pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. Accordingly, any holder of Company Shares located within the United States who is not a Qualified Institutional Buyer or who does not make such acknowledgement and representation to establish their entitlement to receive the Consideration Shares is ineligible to participate in the Tender Offer, and any purported acceptance of the Tender Offer by such holder will be ineffective and disregarded.

    The Tender Offer is being made in the U.S. in reliance on the expected availability of the Tier II exemption pursuant to Rule 14d-1(d) of, and otherwise in compliance with Section 14E of, and Regulation 14E promulgated under, the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and otherwise in accordance with the requirements of Greek law. The Tender Offer is not subject to Section 14(d)(1) of, or Regulation 14D promulgated under, the Exchange Act. The Company is not currently subject to the periodic reporting requirements under the Exchange Act and is not required to, and does not, file any reports with the SEC thereunder.

    Pursuant to exemptive relief granted by the SEC from Rule 14e-5 under the Exchange Act, during the period of the Tender Offer, Euronext may purchase, or arrange to purchase, whether directly or through any of its affiliates, any broker or other financial institution acting as its agent or any affiliates of any broker or other financial institution acting as its agent, shares of the Company as permitted by applicable law. The Offeror Shares are issued to the Company’s existing shareholders in Singapore without the intention of being on-sold there, and no documents issued by or on behalf of the Company may be used in any subsequent sale by these shareholders. The Information Circular has not been and will not be lodged with or registered as a prospectus under the Securities and Futures Act 2001 of Singapore with the Monetary Authority of Singapore. Therefore, the Information Circular does not constitute an offer or invitation for the sale or purchase of the Offeror Shares in Singapore, whether directly or indirectly, and shall not form the basis of any contract for the issue or sale of the Consideration Shares in Singapore.

    This announcement is only made available to a limited number of “Professional Investors” within the meaning of the SCA’s Board of Directors Decision No. 13 of 2021 Concerning the Financial Activities Rule Book, as amended. By receiving this announcement, the entity to whom it has been issued understands, acknowledges and agrees that it has not been approved by or filed with the UAE Central Bank, the UAE Securities and Commodities Authority, the Dubai Financial Services Authority (“DFSA“), the Financial Services Regulatory Authority of Abu Dhabi (“FSRA“) or any other relevant regulatory or licensing authorities in the UAE, nor has the originator, or any other related party received authorization or licensing from the UAE Central Bank, the UAE Securities and Commodities Authority, the DFSA, the FSRA, or any other authorities in the UAE. This announcement does not constitute a public offer of Offeror Shares in the UAE in accordance with the UAE SCA Chairman of the Board Resolution No. (11/R.M) of 2016 On the Regulations for Issuing and Offering Shares of Public Joint Stock Companies, Federal Decree-No. 32 of 2021 on Commercial Companies, or otherwise.

    The Offeror Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA“) and no application has or will be made to admit the Offeror Shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. The Information Circular and any related offering or marketing materials regarding the Offeror Shares do not constitute a prospectus under the FinSA and must not be publicly distributed or made available in Switzerland.

    The Offeror Shares have not been licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevant Kuwaiti government agency. The offering of the Offeror Shares in Kuwait on the basis a private placement or public offering is, therefore, restricted in accordance with Law No. 7 of 2010 and the bylaws thereto (as amended). No private or public offering of the Offeror Shares is being made in Kuwait, and no agreement relating to the sale of the Ordinary Shares will be concluded in Kuwait. No marketing or solicitation or inducement activities are being used to offer or market the Offeror Shares in Kuwait.

    The Offeror Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Offeror Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

    The Offeror Shares have not been and will not be registered in Japan pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “FIEA“) in reliance upon the exemption from the registration requirements since the offering constitutes the private placement to qualified institutional investors only as provided for in “i” of Article 2, Paragraph 3, Item 2 of the FIEA. A transferor of the Offeror Shares shall not transfer or resell them except where a transferee is a qualified institutional investor under Article 10 of the Cabinet Office Ordinance concerning Definitions provided in Article 2 of the Financial Instruments and Exchange Act of Japan (the Ministry of Finance Ordinance No. 14 of 1993, as amended).

    This announcement does not constitute an invitation to the public in the Cayman Islands. Any invitation to participate in the Tender Offer is not being conducted in or from with the Cayman Islands or a place of business in the Cayman Islands.

    No person receiving a copy of this announcement or of any Relevant Document in any jurisdiction outside the Hellenic Republic may treat any such document as if it constituted a solicitation or offer to such person and under no circumstances may such person use any Relevant Document if, in the relevant jurisdiction, such solicitation or offer may not be lawfully made to such person or if such Relevant Document may not be lawfully used without breaching any legal requirements. In those instances, any such Relevant Document is sent for information purposes only.

    This regulatory announcement does not contain, constitute or form part of any offer or invitation to sell or subscribe or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, and neither this regulatory announcement (nor any part of it) nor the fact of its distribution form the basis of, or may be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

    Cautionary Statement Regarding Forward-Looking Statements

    The information contained in this announcement does not purport to be full or complete. The exact dates of the Tender Offer may change.

    This announcement contains forward-looking statements which are subject to numerous assumptions, risks and uncertainties which change over time and relate to, amongst others, the business activities and certain plans and objectives that Euronext has in respect of the ATHEX Group and the Euronext Group. In some cases, the forward-looking statements may be identified by words such as “may”, “hope”, “might”, “can”, “could”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” and the negative of these terms accordingly. There are many factors (for instance, without limitation, commercial, operational, economic, political and financial), as a consequence of which the actual results and the actual developments may potentially substantially differ from the plans and the objectives of Euronext and the ATHEX Group set out in this announcement. As such, Euronext and the ATHEX Group evolve in a highly competitive landscape and rapidly changing environment, where new risks and uncertainties not specifically described herein this announcement may emerge from time to time and it is not possible to predict all risks and uncertainties.

    Although Euronext believes that, as of the date of this announcement, the expectations reflected in the forward-looking statements are reasonable, Euronext cannot assure you that future events will meet these expectations. Moreover, neither Euronext nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. After the date of this announcement, unless Euronext is required by applicable law to update these forward-looking statements, Euronext will not necessarily update any of these forward-looking statements to conform them either to actual results or to changes in expectations.


    1 Based on a total number of shares as at 30 June 2025 of 57,850,000, which exclude the number of treasury shares of 2,498,000
    2 These are the Reference Shareholders:

    Attachment

    • 31072025_Euronext – Offer Announcement ATHEX

    The MIL Network –

    August 5, 2025
  • MIL-OSI: Shell plc Second Quarter 2025 Interim Dividend

    Source: GlobeNewswire (MIL-OSI)

    London, July 31, 2025 − The Board of Shell plc (the “Company”) (XLON: SHEL, XNYS: SHEL, XAMS: SHELL) today announced an interim dividend in respect of the second quarter of 2025 of US$ 0.358 per ordinary share.  

    Details relating to the second quarter 2025 interim dividend

    Per ordinary share
    (GB00BP6MXD84)
    Q2 2025
    Shell Shares (US$) 0.358

    Shareholders will be able to elect to receive their dividends in US dollars, euros or pounds sterling.

    An alternative ‘Electronic Election Entitlement’ (‘EEE’) process is available in CREST for dividends with options elections.

    Absent any valid election to the contrary, persons holding their ordinary shares through Euroclear Nederland will receive their dividends in euros.

    Absent any valid election to the contrary, shareholders (both holding in certificated and uncertificated form (CREST members)) and persons holding their shares through the Shell Corporate Nominee will receive their dividends in pounds sterling.

    The pound sterling and euro equivalent dividend payments will be announced on September 8, 2025.

    Per ADS
    (US7802593050)
    Q2 2025
    Shell ADSs (US$) 0.716

    Cash dividends on American Depositary Shares (“ADSs”) will be paid, by default, in US dollars.

    Each ADS represents two ordinary shares. ADSs are evidenced by an American Depositary Receipt (“ADR”) certificate. In many cases the terms ADR and ADS are used interchangeably.

    Dividend timetable for the second quarter 2025 interim dividend

    Event Date
    Announcement date July 31, 2025
    Ex- Dividend Date for ADSs August 15, 2025
    Ex- Dividend Date for ordinary shares August 14, 2025
    Record date August 15, 2025
    Closing of currency election date (see Note below) September 1, 2025
    Pound sterling and euro equivalents announcement date September 8, 2025
    Payment date September 22, 2025

    Note

    A different currency election date may apply to shareholders holding shares in a securities account with a bank or financial institution ultimately holding through Euroclear Nederland. This may also apply to other shareholders who do not hold their shares either directly on the Register of Members or in the corporate sponsored nominee arrangement. Shareholders can contact their broker, financial intermediary, bank or financial institution for the election deadline that applies.

    Taxation – cash dividends

    If you are uncertain as to the tax treatment of any dividends you should consult your tax advisor.

    Dividend Reinvestment Programmes (“DRIP”)

    The following organisations offer Dividend Reinvestment Plans (“DRIPs”) which enable the Company’s shareholders to elect to have their dividend payments used to purchase the Company’s shares:

    • Equiniti Financial Services Limited (“EFSL”), for those holding shares (a) directly on the register as certificate holder or as CREST Member and (b) via the Shell Corporate Nominee;
    • ABN-AMRO NV (“ABN”) for Financial Intermediaries holding shares via Euroclear Nederland;
    • JPMorgan Chase Bank, N.A. (“JPM”) for holders of ADSs; and
    • Other DRIPs may also be available from the intermediary through which investors hold their shares and ADSs.

    These DRIP offerors provide their DRIPs fully on their account and not on behalf of the Company. Interested parties should contact the relevant DRIP offeror directly.

    More information can be found at https://www.shell.com/drip

    To be eligible to participate in the DRIPs for the next dividend, shareholders must make a valid dividend reinvestment election before the published date for the close of elections. 

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

    Cautionary Note

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

    Forward-Looking statements

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

    Shell’s net carbon intensity

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

    Shell’s net-zero emissions target

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

    Forward-Looking non-GAAP measures

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

    The contents of websites referred to in this announcement do not form part of this announcement.

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

    LEI number of Shell plc: 21380068P1DRHMJ8KU70
    Classification: Additional regulated information required to be disclosed under the laws of the United Kingdom

    The MIL Network –

    August 5, 2025
  • MIL-OSI Russia: Government meeting (2025, No. 25)

    Translation. Region: Russian Federal

    Source: Government of the Russian Federation – Government of the Russian Federation –

    An important disclaimer is at the bottom of this article.

    1. On Amendments to the Resolution of the Government of the Russian Federation of June 12, 2008 No. 450

    The draft resolution was developed in order to consolidate the powers of the Ministry of Agriculture of the Russian Federation, established by Federal Law No. 52-FZ of April 1, 2025 “On Amendments to Certain Legislative Acts of the Russian Federation”.

    2. On the draft federal law “On Amendments to Article 61-1 of the Federal Law “On Consumer Credit (Loan)”

    The bill is aimed at supporting citizens in the event of the birth or adoption of a second child or subsequent children.

    3. On the draft federal law “On Amending Article 3462 of Part Two of the Tax Code of the Russian Federation”

    The bill is aimed at preserving the status of agricultural producers for organizations and individual entrepreneurs operating in the constituent entities of the Russian Federation, in whose territory the legal regime of the counter-terrorism operation has been introduced and (or) was in effect.

    4. On the allocation of budgetary allocations to Rosleskhoz in 2025 from the reserve fund of the Government of the Russian Federation for the provision of subventions from the federal budget to the budgets of the constituent entities of the Russian Federation

    The draft order is aimed at providing financial support for the costs of the constituent entities of the Russian Federation for extinguishing forest fires in emergency situations in forests of various types.

    5. On the draft federal constitutional law “On Amendments to Certain Federal Constitutional Laws”

    The draft law proposes to establish that in the territories of the Donetsk People’s Republic, the Lugansk People’s Republic, the Zaporizhia and Kherson regions, documents on the verification of measuring instruments issued by state and other official bodies of Ukraine, state and other official bodies of new entities, are valid until the end of their validity period. The draft law is expected to enter into force on January 1, 2026.

    6. On the draft amendments of the Government of the Russian Federation to the draft federal law No. 840725-8 “On Amendments to Articles 2463 and 427 of Part Two of the Tax Code of the Russian Federation”

    The draft amendments are aimed at increasing the investment attractiveness of the preferential regime created in the Kuril Islands.

    7. On the draft amendments of the Government of the Russian Federation to the draft federal law No. 819547-8 “On Amendments to the Federal Law “On Protection of Competition” and Certain Legislative Acts of the Russian Federation”

    The draft amendments are aimed at clarifying the provisions of the bill, which provides for the transfer of mandatory auctions by law to electronic form according to uniform unified rules.

    8. On amendments to certain acts of the Government of the Russian Federation (in terms of amendments to the Regulation on the Ministry of Transport of the Russian Federation and the regulations on federal executive bodies subordinate to it)

    The draft act is aimed at implementing the powers to establish a public easement by Rosmorrechflot, Rosavtodor, Rosaviatsia and the Ministry of Transport of Russia in cases stipulated by Federal Law No. 254-FZ of July 31, 2020 “On the specifics of regulating certain relations for the purpose of implementing priority projects for the modernization and expansion of infrastructure and on amendments to certain legislative acts of the Russian Federation.”

    Moscow, July 30, 2025

    The content of the press releases of the Department of Press Service and References is a presentation of materials submitted by federal executive bodies for discussion at a meeting of the Government of the Russian Federation.

    Please note: This information is raw content obtained directly from the source of the information. It is an accurate report of what the source claims and does not necessarily reflect the position of MIL-OSI or its clients.

    .

    MIL OSI Russia News –

    August 5, 2025
  • MIL-OSI Russia: Materials for the Government meeting on July 31, 2025

    Translation. Region: Russian Federal

    Source: Government of the Russian Federation – Government of the Russian Federation –

    An important disclaimer is at the bottom of this article.

    The following issues are planned to be considered at the meeting:

    1. On Amendments to the Resolution of the Government of the Russian Federation of June 12, 2008 No. 450

    The draft resolution was developed in order to consolidate the powers of the Ministry of Agriculture of the Russian Federation, established by Federal Law No. 52-FZ of April 1, 2025 “On Amendments to Certain Legislative Acts of the Russian Federation”.

    2. On the draft federal law “On Amendments to Article 61-1 of the Federal Law “On Consumer Credit (Loan)”

    The bill is aimed at supporting citizens in the event of the birth or adoption of a second child or subsequent children.

    3. On the draft federal law “On Amending Article 3462 of Part Two of the Tax Code of the Russian Federation”

    The bill is aimed at preserving the status of agricultural producers for organizations and individual entrepreneurs operating in the constituent entities of the Russian Federation, in whose territory the legal regime of the counter-terrorism operation has been introduced and (or) was in effect.

    4. On the allocation of budgetary allocations to Rosleskhoz in 2025 from the reserve fund of the Government of the Russian Federation for the provision of subventions from the federal budget to the budgets of the constituent entities of the Russian Federation

    The draft order is aimed at providing financial support for the costs of the constituent entities of the Russian Federation for extinguishing forest fires in emergency situations in forests of various types.

    5. On the draft federal constitutional law “On Amendments to Certain Federal Constitutional Laws”

    The draft law proposes to establish that in the territories of the Donetsk People’s Republic, the Lugansk People’s Republic, the Zaporizhia and Kherson regions, documents on the verification of measuring instruments issued by state and other official bodies of Ukraine, state and other official bodies of new entities, are valid until the end of their validity period. The draft law is expected to enter into force on January 1, 2026.

    6. On the draft amendments of the Government of the Russian Federation to the draft federal law No. 840725-8 “On Amendments to Articles 2463 and 427 of Part Two of the Tax Code of the Russian Federation”

    The draft amendments are aimed at increasing the investment attractiveness of the preferential regime created in the Kuril Islands.

    7. On the draft amendments of the Government of the Russian Federation to the draft federal law No. 819547-8 “On Amendments to the Federal Law “On Protection of Competition” and Certain Legislative Acts of the Russian Federation”

    The draft amendments are aimed at clarifying the provisions of the bill, which provides for the transfer of mandatory auctions by law to electronic form according to uniform unified rules.

    8. On amendments to certain acts of the Government of the Russian Federation (in terms of amendments to the Regulation on the Ministry of Transport of the Russian Federation and the regulations on federal executive bodies subordinate to it)

    The draft act is aimed at implementing the powers to establish a public easement by Rosmorrechflot, Rosavtodor, Rosaviatsia and the Ministry of Transport of Russia in cases stipulated by Federal Law No. 254-FZ of July 31, 2020 “On the specifics of regulating certain relations for the purpose of implementing priority projects for the modernization and expansion of infrastructure and on amendments to certain legislative acts of the Russian Federation.”

    Moscow, July 30, 2025

    The content of the press releases of the Department of Press Service and References is a presentation of materials submitted by federal executive bodies for discussion at a meeting of the Government of the Russian Federation.

    Please note: This information is raw content obtained directly from the source of the information. It is an accurate report of what the source claims and does not necessarily reflect the position of MIL-OSI or its clients.

    .

    MIL OSI Russia News –

    August 5, 2025
  • MIL-OSI Asia-Pac: Government’s financial results for three months ended June 30, 2025

    Source: Hong Kong Government special administrative region

    Government’s financial results for three months ended June 30, 2025 

     June 30, 2025
    HK$ millionJune 30, 2025
    HK$ millionand repayment of
    Government Bondsissuance of
    Government BondsGovernment Bonds*and repayment of
    Government BondsGovernment Debts as at June 30, 2025 (Note 3)
        HK$323,357 million
    Debts Guaranteed by Government as at June 30, 2025 (Note 4)
        HK$121,369 million

    TABLE 2. FISCAL RESERVES
     

    CategoriesMIL-OSI

    Post navigation

     June 30, 2025
    HK$ millionJune 30, 2025
    HK$ millionissuance and repayment of
    Government Bonds(Note 5)Notes:

    1. This Account consolidates the General Revenue Account and the following eight Funds: Capital Works Reserve Fund, Capital Investment Fund, Civil Service Pension Reserve Fund, Disaster Relief Fund, Innovation and Technology Fund, Land Fund, Loan Fund and Lotteries Fund. It excludes the Bond Fund, the balance of which is not part of the fiscal reserves. The Bond Fund balance as at June 30, 2025, was HK$216,709 million.Issued at HKT 16:30

    NNNN

    MIL OSI Asia Pacific News –

    August 5, 2025
  • MIL-OSI United Kingdom: Homebuyers warning as HMRC gets tough on bogus Stamp Duty claims

    Source: United Kingdom – Executive Government & Departments

    Press release

    Homebuyers warning as HMRC gets tough on bogus Stamp Duty claims

    HMRC is actively pursuing dishonest agents who make false Stamp Duty Land Tax repayment claims

    • Landmark Court of Appeal decision confirms that properties needing repair remain chargeable to residential rates of SDLT.
    • Homebuyers warned about rogue agents advertising misleading SDLT repayment claims.

    Homebuyers are being warned to avoid Stamp Duty Land Tax scams, following a landmark Court of Appeal decision.

    HM Revenue and Customs (HMRC) is warning people purchasing properties to be vigilant of tax agents offering to secure Stamp Duty Land Tax (SDLT) repayments on their behalf where repairs are needed to a property they have bought.

    Some agents have suggested that, for a fee, they can reclaim SDLT the buyer has already paid by saying that the property is non-residential because it’s uninhabitable. But making claims of this kind often leave the homeowner liable for the full amount of SDLT, plus penalties and interest.

    A recent Court of Appeal judgment in the case of Mudan & Anor v HMRC has confirmed that housing (“dwellings”) in need of repair are chargeable at the residential rates of SDLT, and that repayment claims based solely on a property’s condition are not valid.

    This decision confirms HMRC’s long-standing view that if a property requires repairs but retains the fundamental characteristics of a dwelling, it is still suitable for use as a dwelling and attracts residential rates of SDLT. A key factor in determining suitability is whether a property had been previously used as a dwelling.

    HMRC is taking decisive action on spurious SDLT repayment claims, using civil and criminal powers to deal with the minority who undermine the tax system.

    Anthony Burke, HMRC’s Deputy Director of Compliance Assets, said:

    The Court of Appeal’s decision is a major win, protecting public funds. Homebuyers should be cautious of allowing someone to make a Stamp Duty Land Tax repayment claim on their behalf. If the claim is inaccurate, you could end up paying more than the amount you were trying to recover.

    Anyone who is unsure of the rules should check the SDLT guidance on GOV.UK.

    As an example, if Joe bought a house in London for £1,100,000 and his solicitor filed the SDLT return, SDLT was calculated at the residential rates (£53,750). As the house required modernisation and repair, Joe couldn’t move in straight away. The house needed a new boiler, rewiring and damp proofing.

    Shortly after moving in, Joe received an advert in the post from a repayment agent which incorrectly suggested that due to the required repairs they could get him a refund of SDLT on a ‘no win, no fee’ basis. In Joe’s case the refund amounted to £9,250 (the difference between residential and non-residential rates), less the agent’s 30% fee. Joe agreed for the agent to make a claim on his behalf, and he received his repayment. Later in the year, HMRC opened a compliance check into the repayment claim and concluded that the property was residential. 

    Consequently, Joe found out that he owed £9,250 SDLT, plus interest and a penalty, even though the agent only sent him £6,475, after deducting their fee. He is now out of pocket as the agent refused to cover the interest and penalty and the agent has since refused to respond to his emails and phone calls. 

    Further information

    For more information visit HMRC’s Stamp Duty Land Tax guidance

    SDLT is a self-assessed tax, so when claiming a repayment of SDLT it is the responsibility of the taxpayer to get it right.

    In the case of Mudan & Anor v HMRC, the claimant had requested a refund of SDLT paid on a property transaction from August 2019. The property was in a poor state of repair. Their claim was submitted by their tax agent who persuaded them that the condition of the purchased property would qualify for a repayment. The dispute centred on the definition of residential property for SDLT purposes, and specifically whether the legal term ‘suitable for use as a dwelling’ meant that the purchaser should be able to move in straight away.

    The primary findings from the Upper Tribunal decision include:

    • being suitable for use as a dwelling does not mean the same thing as ready for immediate occupation
    • taxpayers should assess to what extent the building has the fundamental characteristics of a dwelling, and is structurally sound
    • if a property has previously been used as a dwelling, this will be relevant for considering whether it is suitable for use as a dwelling
    • the question to consider is whether the defects have the result that the building no longer has the characteristics of a dwelling

    The Court of Appeal firmly dismissed the appeal, finding that the Upper Tribunal decision was legally sound, and that the principles laid down in that decision are practical and workable. The decision confirms that the definition of ‘residential property’ should be considered against its statutory context, bearing in mind what the “ordinary speaker of English” would characterise as residential property (that being the “sort of property that people live in”). Past use of the building and whether it retains its identity or character as residential property, despite any disrepair and the requirement for renovations, will therefore be important considerations.

    HMRC has a high success-rate litigating cases where the refund claimed is not due. We encourage customers to carefully consider the terms of engagement with the reclaims specialist including understanding any fee that might be taken.

    Where a claim is due, it can be made directly by the customer at no cost.

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    Updates to this page

    Published 31 July 2025

    MIL OSI United Kingdom –

    August 5, 2025
  • MIL-OSI: Cenovus announces second-quarter 2025 results

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, July 31, 2025 (GLOBE NEWSWIRE) — Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) today announced its second-quarter 2025 financial and operating results. The company generated approximately $2.4 billion in cash from operating activities, $1.5 billion of adjusted funds flow and $355 million of free funds flow. Total upstream production was 765,900 barrels of oil equivalent per day (BOE/d)1, reflecting planned turnarounds at the Foster Creek and Sunrise oil sands assets, maintenance at offshore facilities and short-term production impacts from wildfire activity at Christina Lake. Downstream crude throughput was 665,800 barrels per day (bbls/d), representing an overall utilization rate of 92% and including the successful completion of a turnaround at the Toledo Refinery 11 days ahead of schedule.

    Highlights

    • Achieved first oil at Narrows Lake in July, with production expected to ramp up to peak incremental rates of 20,000 bbls/d – 30,000 bbls/d by the end of the year.
    • Delivered major milestones on the West White Rose project, with the concrete gravity structure (CGS) installed on the seabed in June and the topsides placed atop the CGS in mid-July. Hookup and commissioning work has commenced, with drilling expected to begin by year end.
    • Advanced the Foster Creek optimization project, with four new boilers brought online in July, which will add approximately 80,000 bbls/d of steam capacity to the facility.
    • Completed major turnarounds at Toledo, Sunrise and Foster Creek in the quarter, with exceptional execution, resulting in production at all assets resuming ahead of schedule.
    • Returned $819 million to shareholders, including $301 million through common share purchases, $368 million through common and preferred share dividends and $150 million through the redemption of Cenovus’s Series 7 preferred shares on June 30, 2025.

    “Operating performance this quarter was exceptional, with turnaround execution exceeding our targets, major project milestones achieved on time and on budget, and our staff safely and efficiently restoring Christina Lake production following disruption from a wildfire,” said Jon McKenzie, Cenovus President & Chief Executive Officer. “Through the hard work and determination of our people, we have arrived at an inflection point, nearing completion of numerous growth projects and successfully concluding significant maintenance events. As investment in these initiatives is completed, we expect to generate increasing free funds flow.”

    Financial summary

    ($ millions, except per share amounts) 2025 Q2 2025 Q1 2024 Q2
    Cash from (used in) operating activities 2,374 1,315 2,807
    Adjusted funds flow2 1,519 2,212 2,361
    Per share (diluted)2 0.84 1.21 1.26
    Capital investment 1,164 1,229 1,155
    Free funds flow2 355 983 1,206
    Excess free funds flow2 (306) 373 735
    Net earnings (loss) 851 859 1,000
    Per share (diluted) 0.45 0.47 0.53
    Long-term debt, including current portion 7,241 7,524 7,275
    Net debt 4,934 5,079 4,258


    Production and throughput

    (before royalties, net to Cenovus) 2025 Q2 2025 Q1 2024 Q2
    Oil and NGLs (bbls/d)1 624,000 670,900 656,300
    Conventional natural gas (MMcf/d) 851.4 887.9 867.2
    Total upstream production (BOE/d)1 765,900 818,900 800,800
    Total downstream crude throughput (bbls/d) 665,800 665,400 622,700

    1See Advisory for production by product type and by operating segment.
    2Non-GAAP financial measure or contains a non-GAAP financial measure. See Advisory.

    Second-quarter results

    Operating1

    Cenovus’s total revenues were $12.3 billion in the second quarter, down from $13.3 billion in the first quarter of 2025. Upstream revenues were $6.8 billion, a decrease from $8.3 billion in the previous quarter, while Downstream revenues were $7.7 billion, in line with the previous quarter.

    Total operating margin3 was $2.1 billion, compared with $2.8 billion in the previous quarter. Upstream operating margin4 was $2.1 billion, down from $3.0 billion in the first quarter due to lower benchmark oil prices, as well as lower production and sales volumes. The company had a Downstream operating margin4 shortfall of $71 million compared with a shortfall of $237 million in the previous quarter, benefiting from rising U.S. market crack spreads and a higher Canadian upgrading differential, as well as lower run-rate operating costs, excluding turnarounds, in both businesses. Operating margin in the U.S. Refining segment was a shortfall of $178 million, which included a $62 million inventory holding loss and $238 million of turnaround expenses.

    Total Upstream production was 765,900 BOE/d in the second quarter, a decrease from 818,900 BOE/d in the first quarter. Christina Lake production was 217,900 bbls/d compared with 237,800 bbls/d in the prior quarter, as a wildfire near the facility temporarily impacted production in the second quarter. The field was shut in on May 29 and operations were restarted safely on June 3, with a return to full production about one week later. Foster Creek production was 186,100 bbls/d compared with 202,700 bbls/d in the first quarter, reflecting planned maintenance during the quarter that was successfully completed with production returning earlier than forecasted. Sunrise production was 50,300 bbls/d compared with 52,100 bbls/d in the first quarter due to planned maintenance at the facility.

    Production from the Lloydminster thermal assets was 97,800 bbls/d, a decrease from 109,900 bbls/d in the prior quarter due to an unplanned outage at the Rush Lake facilities in west-central Saskatchewan. The company responded in early May to a steam release from a casing failure in an injection well and as a result, the Rush Lake facilities have been temporarily shut-in. The well has been brought under control, and the company is undertaking an investigation and developing a plan to safely restart production. Lloydminster conventional heavy oil output of 25,000 bbls/d increased from 21,800 bbls/d in the first quarter. Production in the Conventional segment was 119,800 BOE/d, down from 123,900 BOE/d in the previous quarter due in part to third-party outages.

    In the Offshore segment, production was 66,300 BOE/d compared with 68,800 BOE/d in the first quarter. In Asia Pacific, production volumes were 53,800 BOE/d, lower than the 57,200 BOE/d in the previous quarter, primarily due to planned maintenance at the Liwan Gas Project. In the Atlantic region, production was 12,500 bbls/d, an increase from 11,600 bbls/d in the prior quarter, due to a full quarter of production from the White Rose field, offset in part by maintenance at the partner-operated Terra Nova field in June.

    Total Downstream crude throughput in the second quarter was 665,800 bbls/d, up from 665,400 bbls/d in the first quarter. Crude throughput in Canadian Refining was 112,400 bbls/d, representing a utilization rate of 104%, compared with 111,900 bbls/d in the previous quarter.

    In U.S. Refining, crude throughput was 553,400 bbls/d, representing a utilization rate of 90%, compared with 553,500 bbls/d in the first quarter, reflecting early completion of a planned turnaround at the Toledo Refinery. U.S. Refining revenues were $6.5 billion, slightly higher than $6.4 billion in the previous quarter. Adjusted market capture5 in U.S. Refining was 58%, compared with 62% in the first quarter, due primarily to a narrower heavy oil price differential.

    3Non-GAAP financial measure. Total operating margin is the total of Upstream operating margin plus Downstream operating margin. See Advisory.
    4Specified financial measure. See Advisory.
    5Adjusted market capture excludes the impact of inventory holding gains or losses. Contains a non-GAAP financial measure. See Advisory.

    Financial

    Cash from operating activities in the second quarter increased to approximately $2.4 billion from $1.3 billion in the first quarter. Adjusted funds flow was $1.5 billion, compared with $2.2 billion in the prior quarter, and excess free funds flow (EFFF) was a shortfall of $306 million, compared with a surplus of $373 million in the first quarter. Net earnings in the second quarter declined slightly to $851 million from $859 million in the previous quarter. Second-quarter financial results were impacted by lower benchmark oil prices, lower Upstream production and higher planned maintenance costs relative to the first quarter.

    Long-term debt, including the current portion, was $7.2 billion as at June 30, 2025. Net debt was $4.9 billion as at June 30, 2025, slightly reduced from the previous quarter, as free funds flow of $355 million and a $923 million release of non-cash working capital more than offset returns to shareholders of $819 million, including the redemption of Cenovus’s Series 7 preferred shares on June 30, 2025 for $150 million. Subsequent to the quarter on July 15, the company repaid its 5.38% unsecured notes with a principal of US$133 million in full. The company continues to steward toward net debt of $4.0 billion and returning 100% of EFFF to shareholders over time, in accordance with its financial framework.

    Growth projects

    In the Oil Sands segment, Narrows Lake achieved first oil in mid-July and will continue ramping up through the remainder of the year. The optimization project at Foster Creek is approximately 87% complete and four new boilers that will add approximately 80,000 bbls/d of steam capacity were brought online in July. The project is expected to produce first oil in early 2026. At Sunrise, one well pad was started up early in the quarter and the drilling program remains on track to increase production and fully utilize the asset’s steam capacity.

    Significant progress has been made on the West White Rose project. The CGS was towed out and installed on the seabed ahead of schedule during the second quarter and the project’s topsides were safely lifted and set in place atop the CGS in mid-July. Hookup and commissioning have commenced, and the project is approximately 92% complete. Drilling is expected to begin by the end of the year and the project remains on schedule to produce first oil in the second quarter of 2026.

    2025 guidance update

    Cenovus has revised its 2025 corporate guidance to reflect the company’s updated outlook for the remainder of the year. It is available on cenovus.com under Investors.

    Changes to the company’s 2025 guidance include:

    • Total upstream production of 805,000 BOE/d to 825,000 BOE/d, a decrease of 10,000 BOE/d at the midpoint. This includes the impacts of the temporary shut in of the Rush Lake facilities.
    • Canadian downstream throughput of 105,000 bbls/d to 110,000 bbls/d, an increase of 5,000 bbls/d at the midpoint, reflecting strong year-to-date performance.
    • Reducing the range of Canadian Refining per-unit operating expenses, excluding turnaround costs, to $11.00/bbl to $12.00/bbl, as a result of higher throughput rates and lower expected costs.
    • Downstream turnaround expenses of $420 million to $450 million have been reduced by $45 million at the midpoint, primarily due to early completion of the Toledo turnaround.

    The company has also updated its commodity price assumptions and guidance range for cash taxes. Cenovus continues to execute its capital program and there has been no change to the expected capital investment range of $4.6 billion to $5.0 billion.

    Sustainability
    Cenovus’s 2024 Corporate Social Responsibility report, highlighting the company’s performance in safety, Indigenous reconciliation, and acceptance and belonging, was released today and is now available on the company’s website.

    Dividend declarations and share purchases

    The Board of Directors has declared a quarterly base dividend of $0.20 per common share, payable on September 29, 2025, to shareholders of record as of September 15, 2025.

    In addition, the Board has declared a quarterly dividend on each of the Cumulative Redeemable First Preferred Shares – Series 1 and Series 2 – payable on October 1, 2025 to shareholders of record as of September 15, 2025, as follows:

    Preferred shares dividend summary

    Share series Rate (%) Amount ($/share)
    Series 1 2.577 0.16106
    Series 2 4.374 0.27562

    All dividends paid on Cenovus’s common and preferred shares will be designated as “eligible dividends” for Canadian federal income tax purposes. Declaration of dividends is at the sole discretion of the Board and will continue to be evaluated on a quarterly basis.

    In the second quarter, the company returned $819 million to shareholders, composed of $301 million from its purchase of 17.2 million shares through its normal course issuer bid, $368 million through common and preferred share dividends, and $150 million through the redemption of Cenovus’s Series 7 preferred shares. Subsequent to the quarter, the company purchased 6.6 million common shares through July 28, 2025 for $129 million.

    2025 planned maintenance

    The following table provides details on planned maintenance activities at Cenovus assets in 2025 and anticipated production or throughput impacts.

    Potential quarterly production/throughput impact (Mbbls/d or MBOE/d)

    (MBOE/d or Mbbls/d) Q3 Q4 Annualized impact
    Upstream
    Oil Sands 5 – 7 – 7 – 9
    Offshore 2 – 4 – 1 – 2
    Conventional – – –
    Downstream
    Canadian Refining – – –
    U.S. Refining – 10 – 15 12 – 14


    Potential turnaround expenses

    ($ millions) Q3 Q4 Annualized impact
    Downstream
    Canadian Refining – – –
    U.S. Refining 55 – 70 45 – 60 420 – 450


    Conference call today

    Cenovus will host a conference call today, July 31, 2025, starting at 9 a.m. MT (11 a.m. ET).

    For analysts wanting to join the call, please register in advance.

    To participate in the live conference call, you must complete the online registration form in advance of the conference call start time. Register ahead of time to receive a unique PIN to access the conference call via telephone. Once registered, participants can dial into the conference call from their telephone via the unique PIN or click on the “Call Me” option to receive an automated call directly on their telephone.

    An audio webcast will also be available and archived for approximately 30 days.

    Advisory

    Basis of Presentation

    Cenovus reports financial results in Canadian dollars and presents production volumes on a net to Cenovus before royalties basis, unless otherwise stated. Cenovus prepares its financial statements in accordance with International Financial Reporting Standards (IFRS) Accounting Standards.

    Barrels of Oil Equivalent

    Natural gas volumes have been converted to barrels of oil equivalent (BOE) on the basis of six thousand cubic feet (Mcf) to one barrel (bbl). BOE may be misleading, particularly if used in isolation. A conversion ratio of one bbl to six Mcf is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil compared with natural gas is significantly different from the energy equivalency conversion ratio of 6:1, utilizing a conversion on a 6:1 basis is not an accurate reflection of value.

    Product types

    Product type by operating segment Three months ended
    June 30, 2025
    Oil Sands
    Bitumen (Mbbls/d) 552.1
    Heavy crude oil (Mbbls/d) 25.0
    Conventional natural gas (MMcf/d) 16.5
    Total Oil Sands segment production (MBOE/d) 579.8
    Conventional
    Light crude oil (Mbbls/d) 4.5
    Natural gas liquids (Mbbls/d) 20.4
    Conventional natural gas (MMcf/d) 569.2
    Total Conventional segment production (MBOE/d) 119.8
    Offshore
    Light crude oil (Mbbls/d) 12.5
    Natural gas liquids (Mbbls/d) 9.5
    Conventional natural gas (MMcf/d) 265.7
    Total Offshore segment production (MBOE/d) 66.3
    Total Upstream production (MBOE/d) 765.9


    Forward‐looking Information

    This news release contains certain forward‐looking statements and forward‐looking information (collectively referred to as “forward‐looking information”) within the meaning of applicable securities legislation about Cenovus’s current expectations, estimates and projections about the future of the company, based on certain assumptions made in light of the company’s experiences and perceptions of historical trends. Although Cenovus believes that the expectations represented by such forward‐looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Forward‐looking information in this document is identified by words such as “anticipate”, “continue”, “deliver”, “expect”, “plan”, “steward”, and “will” or similar expressions and includes suggestions of future outcomes, including, but not limited to, statements about: Net Debt target; returning Excess Free Funds Flow to shareholders; growth plans and projects; maximizing value; production guidance; timing of startup of the Foster Creek optimization project; ramping up production at Narrows Lake; investigating the Rush Lake incident and developing a plan to restart production; the Sunrise drilling program; the hookup and commissioning of, and timing of drilling at the West White Rose project; executing the capital program; 2025 planned maintenance; and dividend payments.

    Developing forward‐looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to Cenovus and others that apply to the industry generally. The factors or assumptions on which the forward‐looking information in this news release are based include, but are not limited to: the allocation of free funds flow; commodity prices, inflation and supply chain constraints; Cenovus’s ability to produce on an unconstrained basis; Cenovus’s ability to access sufficient insurance coverage to pursue development plans; Cenovus’s ability to deliver safe and reliable operations and demonstrate strong governance; and the assumptions inherent in Cenovus’s updated 2025 corporate guidance available on cenovus.com.

    The risk factors and uncertainties that could cause actual results to differ materially from the forward‐looking information in this news release include, but are not limited to: the accuracy of estimates regarding commodity production and operating expenses, inflation, taxes, royalties, capital costs and currency and interest rates; risks inherent in the operation of Cenovus’s business; and risks associated with climate change and Cenovus’s assumptions relating thereto and other risks identified under “Risk Management and Risk Factors” and “Advisory” in Cenovus’s Management’s Discussion and Analysis (MD&A) for the year ended December 31, 2024.

    Except as required by applicable securities laws, Cenovus disclaims any intention or obligation to publicly update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned that the foregoing lists are not exhaustive and are made as at the date hereof. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward‐looking information. For additional information regarding Cenovus’s material risk factors, the assumptions made, and risks and uncertainties which could cause actual results to differ from the anticipated results, refer to “Risk Management and Risk Factors” and “Advisory” in Cenovus’s MD&A for the periods ended December 31, 2024 and June 30, 2025 and to the risk factors, assumptions and uncertainties described in other documents Cenovus files from time to time with securities regulatory authorities in Canada (available on SEDAR+ at sedarplus.ca, on EDGAR at sec.gov and Cenovus’s website at cenovus.com).

    Specified Financial Measures

    This news release contains references to certain specified financial measures that do not have standardized meanings prescribed by IFRS Accounting Standards. Readers should not consider these measures in isolation or as a substitute for analysis of the company’s results as reported under IFRS Accounting Standards. These measures are defined differently by different companies and, therefore, might not be comparable to similar measures presented by other issuers. For information on the composition of these measures, as well as an explanation of how the company uses these measures, refer to the Specified Financial Measures Advisory located in Cenovus’s MD&A for the period ended June 30, 2025 (available on SEDAR+ at sedarplus.ca, on EDGAR at sec.gov and on Cenovus’s website at cenovus.com) which is incorporated by reference into this news release.

    Upstream Operating Margin and Downstream Operating Margin

    Upstream Operating Margin and Downstream Operating Margin, and the individual components thereof, are included in Note 1 to the interim Consolidated Financial Statements.

    Total Operating Margin

    Total Operating Margin is the total of Upstream Operating Margin plus Downstream Operating Margin.

      Upstream (6) Downstream (6) Total
    ($ millions) Q2 2025 Q1 2025 Q2 2024 Q2 2025 Q1 2025 Q2 2024 Q2 2025 Q1 2025 Q2 2024
    Revenues
    Gross Sales 7,394 9,252 8,715 7,743 7,705 8,750 15,137 16,957 17,465
    Less: Royalties (621) (906) (859) — — — (621) (906) (859)
      6,773 8,346 7,856 7,743 7,705 8,750 14,516 16,051 16,606
    Expenses
    Purchased Product 1,111 1,167 815 6,878 7,082 7,796 7,989 8,249 8,611
    Transportation and Blending 2,621 3,247 3,043 — — — 2,621 3,247 3,043
    Operating 896 893 889 947 854 1,099 1,843 1,747 1,988
    Realized (Gain) Loss on Risk Management 8 (9) 20 (11) 6 8 (3) (3) 28
    Operating Margin 2,137 3,048 3,089 (71) (237) (153) 2,066 2,811 2,936

    6Found in Note 1 of the June 30, 2025, or the March 31, 2025, interim Consolidated Financial Statements. Revenues and purchased product for Q2 2024 Downstream operations were revised. See Note 21 of our June 30, 2025, interim Consolidated Financial Statements.

    Adjusted Funds Flow, Free Funds Flow and Excess Free Funds Flow

    The following table provides a reconciliation of cash from (used in) operating activities found in Cenovus’s interim Consolidated Financial Statements to Adjusted Funds Flow, Free Funds Flow and Excess Free Funds Flow. Adjusted Funds Flow per Share – Basic and Adjusted Funds Flow per Share – Diluted are calculated by dividing Adjusted Funds Flow by the respective basic or diluted weighted average number of common shares outstanding during the period and may be useful to evaluate a company’s ability to generate cash.

      Three Months Ended
    ($ millions) June 30, 2025 March 31, 2025 June 30, 2024
    Cash From (Used in) Operating Activities (7) 2,374 1,315 2,807
    (Add) Deduct:      
    Settlement of Decommissioning Liabilities (68) (36) (48)
    Net Change in Non-Cash Working Capital 923 (861) 494
    Adjusted Funds Flow 1,519 2,212 2,361
    Capital Investment 1,164 1,229 1,155
    Free Funds Flow 355 983 1,206
    Add (Deduct):      
    Base Dividends Paid on Common Shares (364) (327) (334)
    Purchase of Common Shares under Employee Benefit Plan (15) (58) —
    Dividends Paid on Preferred Shares (4) (6) (9)
    Settlement of Decommissioning Liabilities (68) (36) (48)
    Principal Repayment of Leases (94) (83) (75)
    Acquisitions, Net of Cash Acquired (129) (100) (5)
    Proceeds From Divestitures 13 — —
    Excess Free Funds Flow (306) 373 735

    7Found in the June 30, 2025, or the March 31, 2025, interim Consolidated Financial Statements.

    Adjusted Market Capture

    Adjusted market capture contains a non-GAAP financial measure and is used in the company’s U.S. Refining segment to provide an indication of margin captured relative to what was available in the market based on widely-used benchmarks. Cenovus defines adjusted market capture as refining margin, net of holding gains and losses, divided by the weighted average 3-2-1 market benchmark crack, net of RINs, expressed as a percentage. The weighted average crack spread, net of RINs, is calculated on Cenovus’s operable capacity-weighted average of the Chicago and Group 3 3-2-1 benchmark market crack spreads, net of RINs.

    The company previously disclosed market capture which did not exclude the effect of inventory holding gains or losses. Cenovus replaced market capture with adjusted market capture to exclude the impact of inventory holding gains or losses. The company believes this metric provides more comparability and accuracy when measuring the cash generating performance of our downstream operations. Comparative periods were revised to conform with our current presentation.

    ($ millions) Three months ended
    June 30, 2025
    Three months ended
    March 31, 2025
    Revenues (8) 6,455 6,423
    Purchased Product (8) 5,838 6,006
    Gross Margin 617 417
    Inventory Holding (Gain) Loss 62 23
    Adjusted Gross Margin 679 440
    Total Processed Inputs (Mbbls/d) 594.2 581.0
    Adjusted Gross Margin ($/bbl) 12.57 8.41
    Operable Capacity (Mbbls/d) 612.3 612.3
    Operable Capacity by Regional Benchmark (percent)
    Chicago 3-2-1 Crack Spread Weighting 81 81
    Group 3 3-2-1 Crack Spread Weighting 19 19
    Benchmark Prices and Exchange Rate
    Chicago 3-2-1 Crack Spread (US$/bbl) 21.64 13.68
    Group 3 3-2-1 Crack Spread (US$/bbl) 23.07 16.48
    RINs (US$/bbl) 6.12 4.76
    US$ per C$1 – Average 0.723 0.697
    Weighted Average Crack Spread, Net of RINs ($/bbl) 21.86 13.58
    Adjusted Market Capture (percent) 58 62

    8Found in Note 1 of the June 30, 2025, or the March 31, 2025, interim Consolidated Financial Statements.

    Cenovus Energy Inc.

    Cenovus Energy Inc. is an integrated energy company with oil and natural gas production operations in Canada and the Asia Pacific region, and upgrading, refining and marketing operations in Canada and the United States. The company is committed to maximizing value by developing its assets in a safe, responsible and cost-efficient manner, integrating environmental, social and governance considerations into its business plans. Cenovus common shares and warrants are listed on the Toronto and New York stock exchanges, and the company’s preferred shares are listed on the Toronto Stock Exchange. For more information, visit cenovus.com.

    Find Cenovus on Facebook, LinkedIn, YouTube and Instagram.

    Cenovus contacts

    Investors
    Investor Relations general line
    403-766-7711

    Media
    Media Relations general line
    403-766-7751

    The MIL Network –

    August 5, 2025
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