Category: Taxation

  • MIL-OSI: Valley National Bancorp Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    NEW YORK, July 24, 2025 (GLOBE NEWSWIRE) — Valley National Bancorp (NASDAQ:VLY), the holding company for Valley National Bank, today reported net income for the second quarter 2025 of $133.2 million, or $0.22 per diluted common share, as compared to the first quarter 2025 net income of $106.1 million, or $0.18 per diluted common share, and net income of $70.4 million, or $0.13 per diluted common share, for the second quarter 2024. Excluding all non-core income and charges, our adjusted net income (a non-GAAP measure) was $134.4 million, or $0.23 per diluted common share, for the second quarter 2025, $106.1 million, or $0.18 per diluted common share, for the first quarter 2025, and $71.6 million, or $0.13 per diluted common share, for the second quarter 2024. See further details below, including a reconciliation of our non-GAAP adjusted net income, in the “Consolidated Financial Highlights” tables.

    Ira Robbins, CEO, commented, “I am pleased by the continued balance sheet strength and commercial loan growth exhibited during the second quarter. Our profitability metrics are trending positively, consistent with our expectations for improvement throughout the year. We remain focused on growing low-cost deposits, which we expect will support our aspirations in 2025 and beyond.”

    Mr. Robbins continued, “Our quarterly credit results continued to improve as illustrated by the significant reduction in our provision for loan losses on both a quarter-over-quarter and year-over-year basis. Our allowance coverage ratio remains at a comfortable level, and we expect general stability going forward.”

    Key financial highlights for the second quarter 2025:

    • Net Interest Income and Margin: Our net interest margin on a tax equivalent basis increased by 5 basis points to 3.01 percent in the second quarter 2025 as compared to 2.96 percent for the first quarter 2025. Net interest income on a tax equivalent basis of $433.7 million for the second quarter 2025 increased $12.3 million compared to the first quarter 2025 and increased $30.7 million as compared to the second quarter 2024. The increase in net interest income from the first quarter 2025 was mainly driven by higher yields on new loan originations, increases in average loans and taxable investments and one additional day during the second quarter 2025. See additional details in the “Net Interest Income and Margin” section below.
    • Loan Portfolio: Total loans increased $734.3 million, or 6.0 percent on an annualized basis, to $49.4 billion at June 30, 2025 from March 31, 2025 mostly due to increases of $719.8 million and $137.6 million in commercial and industrial (C&I) and automobile loans, respectively. Total commercial real estate (CRE) loans (including construction loans) decreased $288.6 million from March 31, 2025 largely due to normal repayments and continued selective origination activity. As a result, our CRE loan concentration ratio (defined as total commercial real estate loans held for investment and held for sale, excluding owner occupied loans, as a percentage of total risk-based capital) declined to approximately 349 percent at June 30, 2025 from 353 percent at March 31, 2025. See the “Loans” section below for more details.
    • Allowance and Provision for Credit Losses for Loans: The allowance for credit losses for loans totaled $594.0 million and $594.1 million at June 30, 2025 and March 31, 2025, respectively, representing 1.20 percent and 1.22 percent of total loans at each respective date. During the second quarter 2025, we recorded a provision for credit losses for loans of $37.8 million as compared to $62.7 million and $82.1 million for the first quarter 2025 and second quarter 2024, respectively. See the “Credit Quality” section below for more details.
    • Credit Quality: Net loan charge-offs totaled $37.8 million for the second quarter 2025 as compared to $41.9 million and $36.8 million for the first quarter 2025 and second quarter 2024, respectively. Non-accrual loans totaled $354.4 million, or 0.72 percent of total loans, at June 30, 2025 as compared to $346.5 million, or 0.71 percent of total loans, at March 31, 2025. Total accruing past due loans (i.e., loans past due 30 days or more and still accruing interest) increased $147.5 million to $199.2 million, or 0.40 percent of total loans, at June 30, 2025 as compared to $51.7 million, or 0.11 percent of total loans, at March 31, 2025. The majority of this increase related to three CRE loans, of which two were no longer past due in July 2025. See the “Credit Quality” section below for more details.
    • Deposits: Total deposit balances increased $759.4 million to $50.7 billion at June 30, 2025 as compared to $50.0 billion at March 31, 2025 mainly due to increases in both direct and indirect (brokered) customer time deposits during the second quarter 2025, partially offset by the outflows of certain indirect customer deposits in the savings, NOW and money market deposit category. Non-interest bearing deposits increased $118.2 million to $11.7 billion at June 30, 2025 from March 31, 2025. See the “Deposits” section below for more details.
    • Subordinated Debt Redemptions: On June 15, 2025, we redeemed in full $115 million of 5.25 percent fixed-to-floating rate subordinated notes issued in June 2020 and due in June 2030. The transaction was accounted for as an early debt extinguishment and resulted in a $922 thousand pre-tax loss reported within non-interest expense for the second quarter 2025. In addition, we repaid $100 million of 4.55 percent fixed rate subordinated notes that matured on June 30, 2025.
    • Non-Interest Income: Non-interest income increased $4.3 million to $62.6 million for the second quarter 2025 as compared to the first quarter 2025 mainly due to increases of $2.8 million and $2.0 million in capital markets income and service charges on deposit accounts, respectively. The increase in capital markets income was largely driven by a higher volume of interest rate swap transactions executed for commercial loan customers during the second quarter 2025.
    • Non-Interest Expense: Non-interest expense increased $7.5 million to $284.1 million for the second quarter 2025 as compared to the first quarter 2025 largely due to an increase of $4.3 million in professional and legal fees driven by higher consulting and legal expenses. Salary and employee benefits expense also increased $2.8 million from the first quarter 2025 mainly due to annual salary merit increases late in the first quarter 2025 and higher cash incentive compensation and severance related expenses. These items were partially offset by lower payroll taxes.
    • Efficiency Ratio: Our efficiency ratio was 55.20 percent for the second quarter 2025 as compared to 55.87 percent and 59.62 percent for the first quarter 2025 and second quarter 2024, respectively. See the “Consolidated Financial Highlights” tables below for additional information regarding our non-GAAP measures.
    • Performance Ratios: Annualized return on average assets (ROA), shareholders’ equity (ROE) and tangible ROE were 0.86 percent, 7.08 percent and 9.62 percent for the second quarter 2025, respectively. Annualized ROA, ROE, and tangible ROE, adjusted for non-core income and charges, were 0.87 percent, 7.15 percent and 9.71 percent for the second quarter 2025, respectively. See the “Consolidated Financial Highlights” tables below for additional information regarding our non-GAAP measures.

    Net Interest Income and Margin

    Net interest income on a tax equivalent basis of $433.7 million for the second quarter 2025 increased $12.3 million compared to the first quarter 2025 and increased $30.7 million as compared to the second quarter 2024. Interest income on a tax equivalent basis increased $20.3 million to $806.3 million for the second quarter 2025 as compared to the first quarter 2025. The increase was mostly driven by (i) higher yields on new loan originations, (ii) increased average loan balances driven by new organic loan originations largely within the C&I loan portfolio, (iii) additional interest income from purchases of taxable investments mainly within the available for sale portfolio during the first half of 2025 and (iv) one additional day in the second quarter 2025. Total interest expense increased $8.0 million to $372.6 million for the second quarter 2025 as compared to the first quarter 2025 largely due to (i) a $548.7 million increase in average time deposit balances, (ii) the increased cost of certain non-maturity deposits and (iii) the aforementioned increase in day count. See the “Deposits” and “Other Borrowings” sections below for more details.

    Net interest margin on a tax equivalent basis of 3.01 percent for the second quarter 2025 increased by 5 basis points from 2.96 percent for the first quarter 2025 and increased 17 basis points from 2.84 percent for the second quarter 2024. The increase as compared to the first quarter 2025 was mostly due to the 7 basis point increase in the yield on average interest earning assets largely caused by higher interest rates on new loan originations in the second quarter 2025 and higher yielding investment purchases. The overall cost of average interest bearing liabilities increased 2 basis points to 3.56 percent for the second quarter 2025 as compared to the first quarter 2025 mostly due to higher interest rates on certain non-maturity deposit products, partially offset by a lower overall cost of time deposits driven by both new volumes and maturities. Our cost of total average deposits was 2.67 percent for the second quarter 2025 as compared to 2.65 percent and 3.18 percent for the first quarter 2025 and the second quarter 2024, respectively.

    Loans, Deposits and Other Borrowings

    Loans. Total loans increased $734.3 million, or 6.0 percent on an annualized basis, to $49.4 billion at June 30, 2025 from March 31, 2025 mainly due to increases in the C&I and automobile loan portfolios, partially offset by lower CRE loan balances. C&I loans grew by $719.8 million, or 28.4 percent on an annualized basis, to $10.9 billion at June 30, 2025 from March 31, 2025 largely due to our continued strategic focus on organic growth within this category. Automobile loans increased by $137.6 million, or 27.0 percent on an annualized basis, to $2.2 billion at June 30, 2025 from March 31, 2025 mainly due to high quality consumer demand generated by our indirect auto dealer network and low prepayment activity within the portfolio. Residential mortgage loans also moderately increased $73.6 million to $5.7 billion at June 30, 2025 from March 31, 2025 as new loan originations outpaced repayment activity. Total CRE (including construction) loans decreased $288.6 million to $28.8 billion at June 30, 2025 from March 31, 2025. The decrease was largely driven by runoff from repayment activity and our efforts to focus new CRE loan originations on more profitable holistic banking clients. Additionally, construction loans decreased $172.1 million to $2.9 billion at June 30, 2025 from March 31, 2025 mainly due to the migration of completed projects to permanent financing within the multifamily loan category of the CRE loan portfolio during the second quarter 2025.

    Deposits. Actual ending balances for deposits increased $759.4 million to $50.7 billion at June 30, 2025 from March 31, 2025 due to increases of $962.9 million and $118.2 million in time deposits and non-interest bearing deposits, respectively, partially offset by a $321.6 million decrease in savings, NOW and money market deposit balances. The increase in time deposit balances was mainly driven by continued deposit inflows from new promotional retail CD offerings and additional fully-insured indirect (i.e., brokered) customer CDs during the second quarter 2025. The increase in non-interest bearing deposit balances was mostly due to higher commercial customer deposit inflows in the second quarter 2025. Savings, NOW and money market deposit balances decreased at June 30, 2025 from March 31, 2025 largely due to lower indirect customer deposits, as well as some seasonal runoff in governmental deposits account balances. Total indirect customer deposits (including both brokered money market and time deposits) totaled $6.5 billion and $6.3 billion at June 30, 2025 and March 31, 2025, respectively. Non-interest bearing deposits; savings, NOW and money market deposits; and time deposits represented approximately 23 percent, 52 percent and 25 percent of total deposits as of June 30, 2025, respectively, as compared to 23 percent, 53 percent and 24 percent of total deposits as of March 31, 2025, respectively.

    Other Borrowings. Short-term borrowings, consisting of securities sold under agreements to repurchase and FHLB advances, increased $103.2 million to $162.2 million at June 30, 2025 from March 31, 2025 largely due to an increase in FHLB advances. Long-term borrowings totaled $2.9 billion at June 30, 2025 and remained relatively unchanged as compared to March 31, 2025. In June 2025, we fully redeemed $215 million of subordinated notes that were mostly offset by the issuance of new long-term FHLB advances during the second quarter 2025.

    Credit Quality

    Non-Performing Assets (NPAs). Total NPAs, consisting of non-accrual loans, other real estate owned (OREO) and other repossessed assets, increased $4.6 million to $360.8 million at June 30, 2025 as compared to March 31, 2025. Non-accrual loans increased $7.9 million to $354.4 million at June 30, 2025 as compared to $346.5 million at March 31, 2025 mainly because of a net increase in non-performing CRE loans during the second quarter 2025, which was partially offset by a decline in non-performing C&I loans. Non-accrual C&I loans decreased largely due to the full charge-offs of four loan relationships totaling $17.4 million during the second quarter 2025. Non-accrual loans represented 0.72 percent of total loans at June 30, 2025 as compared to 0.71 percent of total loans at March 31, 2025. OREO decreased $2.9 million to $4.8 million at June 30, 2025 from March 31, 2025 mostly due to the fair valuation write-down related to one CRE property recorded during the second quarter 2025.

    Accruing Past Due Loans. Total accruing past due loans (i.e., loans past due 30 days or more and still accruing interest) increased $147.5 million to $199.2 million, or 0.40 percent of total loans, at June 30, 2025 as compared to $51.7 million, or 0.11 percent of total loans, at March 31, 2025.

    Loans 30 to 59 days past due increased $89.5 million to $123.0 million at June 30, 2025 as compared to March 31, 2025 due, in large part, to one $39.2 million CRE loan and one $35.0 million construction loan included in this early stage delinquency category at June 30, 2025. The $39.2 million CRE loan 30 to 59 days past due was subsequently paid in full by the borrower in July 2025. Loans 60 to 89 days past due increased $62.8 million to $73.3 million at June 30, 2025 as compared to March 31, 2025 mainly due to a $60.6 million CRE loan. This past due loan was subsequently modified and was brought current to its restructured terms in July 2025. Loans 90 days or more past due and still accruing interest decreased $4.8 million to $2.9 million at June 30, 2025 as compared to March 31, 2025 mainly due to a decrease in residential mortgage loan delinquencies. All loans 90 days or more past due and still accruing interest are well-secured and in the process of collection.

    Allowance for Credit Losses for Loans and Unfunded Commitments. The following table summarizes the allocation of the allowance for credit losses to loan categories and the allocation as a percentage of each loan category at June 30, 2025, March 31, 2025 and June 30, 2024:

        June 30, 2025   March 31, 2025   June 30, 2024
            Allocation       Allocation       Allocation
            as a % of       as a % of       as a % of
        Allowance   Loan   Allowance   Loan   Allowance   Loan
      Allocation   Category   Allocation   Category   Allocation   Category
      ($ in thousands)
    Loan Category:                      
    Commercial and industrial loans $ 173,415   1.60 %   $ 184,700   1.82 %   $ 149,243   1.57 %
    Commercial real estate loans:                      
      Commercial real estate   270,937   1.04       266,938   1.02       246,316   0.87  
      Construction   64,042   2.24       54,724   1.81       54,777   1.54  
    Total commercial real estate loans   334,979   1.16       321,662   1.10       301,093   0.95  
    Residential mortgage loans   48,830   0.86       48,906   0.87       47,697   0.85  
    Consumer loans:                      
      Home equity   3,689   0.58       3,401   0.56       3,077   0.54  
      Auto and other consumer   18,587   0.55       19,531   0.62       18,200   0.63  
    Total consumer loans   22,276   0.56       22,932   0.61       21,277   0.62  
    Allowance for loan losses   579,500   1.17       578,200   1.19       519,310   1.03  
    Allowance for unfunded credit commitments   14,520         15,854         13,231    
    Total allowance for credit losses for loans $ 594,020       $ 594,054       $ 532,541    
    Allowance for credit losses for loans as a % of total loans     1.20 %       1.22 %       1.06 %

    Our loan portfolio, totaling $49.4 billion at June 30, 2025, had net loan charge-offs totaling $37.8 million for the second quarter 2025 as compared to $41.9 million and $36.8 million for the first quarter 2025 and the second quarter 2024, respectively. Gross loan charge-offs totaled $42.1 million for the second quarter 2025 and included $23.1 million of partial and full charge-offs related to five non-performing C&I loan relationships with combined specific reserves of $11.2 million at March 31, 2025.

    The allowance for credit losses for loans, comprised of our allowance for loan losses and unfunded credit commitments, as a percentage of total loans was 1.20 percent at June 30, 2025, 1.22 percent at March 31, 2025, and 1.06 percent at June 30, 2024. For the second quarter 2025, the provision for credit losses for loans totaled $37.8 million as compared to $62.7 million and $82.1 million for the first quarter 2025 and second quarter 2024, respectively. The second quarter 2025 provision reflects, among other factors, the impact of loan growth mainly within the C&I loan portfolio and loan charge-offs, partially offset by a decline in quantitative reserves in certain loan categories and lower specific reserves associated with collateral dependent loans at June 30, 2025.

    Capital Adequacy

    Valley’s total risk-based capital, Tier 1 capital, common equity tier 1 capital, and Tier 1 leverage capital ratios were 13.67 percent, 11.57 percent, 10.85 percent and 9.49 percent, respectively, at June 30, 2025 as compared to 13.91 percent, 11.53 percent, 10.80 percent and 9.41 percent, respectively, at March 31, 2025. The reduction in our total risk-based capital ratio reflects the early redemption of our $115 million of 5.25 percent fixed-to-floating rate subordinated notes due in June 2030, which was previously eligible for full regulatory capital treatment.

    Investor Conference Call

    Valley’s CEO, Ira Robbins, will host a conference call with investors and the financial community at 11:00 AM (ET) today to discuss Valley’s second quarter 2025 earnings. Interested parties should preregister using this link: https://register.vevent.com/register to receive the dial-in number and a personal PIN, which are required to access the conference call. The teleconference will also be webcast live: https://edge.media-server.com and archived on Valley’s website through Monday, August 25, 2025. Investor presentation materials will be made available prior to the conference call at valley.com.

    About Valley

    As the principal subsidiary of Valley National Bancorp, Valley National Bank is a regional bank with approximately $63 billion in assets. Valley is committed to giving people and businesses the power to succeed. Valley operates many convenient branch locations and commercial banking offices across New Jersey, New York, Florida, Alabama, California, and Illinois, and is committed to providing the most convenient service, the latest innovations and an experienced and knowledgeable team dedicated to meeting customer needs. Helping communities grow and prosper is the heart of Valley’s corporate citizenship philosophy. To learn more about Valley, go to valley.com or call our Customer Care Center at 800-522-4100.

    Forward-Looking Statements

    The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about our business, new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward-looking terminology as “intend,” “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “would,” “could,” “typically,” “usually,” “anticipate,” “may,” “estimate,” “outlook,” “project” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to:

    • the impact of market interest rates and monetary and fiscal policies of the U.S. federal government and its agencies in connection with prolonged inflationary pressures, which could have a material adverse effect on our clients, our business, our employees, and our ability to provide services to our customers;
    • the impact of unfavorable macroeconomic conditions or downturns, including instability or volatility in financial markets resulting from the impact of tariffs, any retaliatory actions, related market uncertainty, or other factors; U.S. government debt default or rating downgrade; unanticipated loan delinquencies; loss of collateral; decreased service revenues; increased business disruptions or failures; reductions in employment; and other potential negative effects on our business, employees or clients caused by factors outside of our control, such as new legislation and policy changes under the current U.S. presidential administration, geopolitical instabilities or events, natural and other disasters, including severe weather events, health emergencies, acts of terrorism, or other external events;
    • the impact of any potential instability within the U.S. financial sector or future bank failures, including the possibility of a run on deposits by a coordinated deposit base, and the impact of the actual or perceived concerns regarding the soundness, or creditworthiness, of other financial institutions, including any resulting disruption within the financial markets, increased expenses, including Federal Deposit Insurance Corporation insurance assessments, or adverse impact on our stock price, deposits or our ability to borrow or raise capital;
    • the impact of negative public opinion regarding Valley or banks in general that damages our reputation and adversely impacts business and revenues;
    • changes in the statutes, regulations, policies, or enforcement priorities of the federal bank regulatory agencies;
    • the loss of or decrease in lower-cost funding sources within our deposit base;
    • damage verdicts, settlements or restrictions related to existing or potential class action litigation or individual litigation arising from claims of violations of laws or regulations, contractual claims, breach of fiduciary responsibility, negligence, fraud, environmental laws, patent, trademark or other intellectual property infringement, misappropriation or other violation, employment related claims, and other matters;
    • a prolonged downturn and contraction in the economy, as well as an unexpected decline in commercial real estate values collateralizing a significant portion of our loan portfolio;
    • higher or lower than expected income tax expense or tax rates, including increases or decreases resulting from changes in uncertain tax position liabilities, tax laws, regulations, and case law;
    • the inability to grow customer deposits to keep pace with the level of loan growth;
    • a material change in our allowance for credit losses due to forecasted economic conditions and/or unexpected credit deterioration in our loan and investment portfolios;
    • the need to supplement debt or equity capital to maintain or exceed internal capital thresholds;
    • changes in our business, strategy, market conditions or other factors that may negatively impact the estimated fair value of our goodwill and other intangible assets and result in future impairment charges;
    • greater than expected technology-related costs due to, among other factors, prolonged or failed implementations, additional project staffing and obsolescence caused by continuous and rapid market innovations;
    • increased competitive challenges, including our ability to stay current with rapid technological changes in the financial services industry;
    • cyberattacks, ransomware attacks, computer viruses, malware or other cybersecurity incidents that may breach the security of our websites or other systems or networks to obtain unauthorized access to personal, confidential, proprietary or sensitive information, destroy data, disable or degrade service, or sabotage our systems or networks, and the increasing sophistication of such attacks;
    • results of examinations by the Office of the Comptroller of the Currency (OCC), the Federal Reserve Bank, the Consumer Financial Protection Bureau and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for credit losses, write-down assets, reimburse customers, change the way we do business, or limit or eliminate certain other banking activities;
    • application of the OCC heightened regulatory standards for certain large insured national banks, and the expenses we will incur to develop policies, programs, and systems that comply with the enhanced standards applicable to us;
    • our inability or determination not to pay dividends at current levels, or at all, because of inadequate earnings, regulatory restrictions or limitations, changes in our capital requirements, or a decision to increase capital by retaining more earnings;
    • unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather, pandemics or other public health crises, acts of terrorism or other external events;
    • our ability to successfully execute our business plan and strategic initiatives; and
    • unexpected significant declines in the loan portfolio due to the lack of economic expansion, increased competition, large prepayments, risk mitigation strategies, changes in regulatory lending guidance or other factors.

    A detailed discussion of factors that could affect our results is included in our SEC filings, including Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024.

    We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations, except as required by law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

    -Tables to Follow-

    VALLEY NATIONAL BANCORP
    CONSOLIDATED FINANCIAL HIGHLIGHTS
    SELECTED FINANCIAL DATA
      Three Months Ended   Six Months Ended
      June 30,   March 31,   June 30,   June 30,
    ($ in thousands, except for share data and stock price)   2025       2025       2024       2025       2024  
    FINANCIAL DATA:                  
    Net interest income – FTE (1) $ 433,675     $ 421,378     $ 402,984     $ 855,052     $ 797,831  
    Net interest income $ 432,408     $ 420,105     $ 401,685     $ 852,513     $ 795,233  
    Non-interest income   62,604       58,294       51,213       120,898       112,628  
    Total revenue   495,012       478,399       452,898       973,411       907,861  
    Non-interest expense   284,122       276,618       277,497       560,740       557,807  
    Pre-provision net revenue   210,890       201,781       175,401       412,671       350,054  
    Provision for credit losses   37,799       62,661       82,070       100,460       127,270  
    Income tax expense   39,924       33,062       22,907       72,986       56,080  
    Net income   133,167       106,058       70,424       239,225       166,704  
    Dividends on preferred stock   6,948       6,955       4,108       13,903       8,227  
    Net income available to common shareholders $ 126,219     $ 99,103     $ 66,316     $ 225,322     $ 158,477  
    Weighted average number of common shares outstanding:                  
    Basic   560,336,610       559,613,272       509,141,252       559,976,939       508,740,986  
    Diluted   562,312,330       563,305,525       510,338,502       563,431,390       510,437,959  
    Per common share data:                  
    Basic earnings $ 0.23     $ 0.18     $ 0.13     $ 0.40     $ 0.31  
    Diluted earnings   0.22       0.18       0.13       0.40       0.31  
    Cash dividends declared   0.11       0.11       0.11       0.22       0.22  
    Closing stock price – high   9.20       10.42       8.02       10.42       10.80  
    Closing stock price – low   7.87       8.56       6.52       7.87       6.52  
    FINANCIAL RATIOS:                  
    Net interest margin   3.01 %     2.95 %     2.83 %     2.98 %     2.81 %
    Net interest margin – FTE (1)   3.01       2.96       2.84       2.99       2.81  
    Annualized return on average assets   0.86       0.69       0.46       0.77       0.54  
    Annualized return on avg. shareholders’ equity   7.08       5.69       4.17       6.39       4.95  
    NON-GAAP FINANCIAL DATA AND RATIOS: (2)                  
    Basic earnings per share, as adjusted $ 0.23     $ 0.18     $ 0.13     $ 0.40     $ 0.32  
    Diluted earnings per share, as adjusted   0.23       0.18       0.13       0.40       0.32  
    Annualized return on average assets, as adjusted   0.87 %     0.69 %     0.47 %     0.78 %     0.56 %
    Annualized return on average shareholders’ equity, as adjusted   7.15       5.69       4.24       6.42       5.08  
    Annualized return on average tangible shareholders’ equity   9.62       7.76       5.95       8.70       7.07  
    Annualized return on average tangible shareholders’ equity, as adjusted   9.71       7.76       6.05       8.74       7.25  
    Efficiency ratio   55.20       55.87       59.62       55.53       59.36  
                       
    AVERAGE BALANCE SHEET ITEMS:                  
    Assets $ 62,106,945     $ 61,502,768     $ 61,518,639     $ 61,806,614     $ 61,387,754  
    Interest earning assets   57,553,624       56,891,691       56,772,950       57,224,486       56,695,874  
    Loans   49,032,637       48,654,921       50,020,901       48,844,823       50,133,746  
    Interest bearing liabilities   41,913,735       41,230,709       41,576,344       41,574,732       41,566,466  
    Deposits   49,907,124       49,139,303       49,383,209       49,525,957       48,979,591  
    Shareholders’ equity   7,524,231       7,458,177       6,753,981       7,491,395       6,739,838  
    VALLEY NATIONAL BANCORP
    CONSOLIDATED FINANCIAL HIGHLIGHTS
      As Of
    BALANCE SHEET ITEMS: June 30,   March 31,   December 31,   September 30,   June 30,
    (In thousands)   2025       2025       2024       2024       2024  
    Assets $ 62,705,358     $ 61,865,655     $ 62,491,691     $ 62,092,332     $ 62,058,974  
    Total loans   49,391,420       48,657,128       48,799,711       49,355,319       50,311,702  
    Deposits   50,725,284       49,965,844       50,075,857       50,395,966       50,112,177  
    Shareholders’ equity   7,575,421       7,499,897       7,435,127       6,972,380       6,737,737  
                       
    LOANS:                  
    (In thousands)                  
    Commercial and industrial $ 10,870,036     $ 10,150,205     $ 9,931,400     $ 9,799,287     $ 9,479,147  
    Commercial real estate:                  
    Non-owner occupied   11,747,491       11,945,222       12,344,355       12,647,649       13,710,015  
    Multifamily   8,434,173       8,420,385       8,299,250       8,612,936       8,976,264  
    Owner occupied   5,789,397       5,722,014       5,886,620       5,654,147       5,536,844  
    Construction   2,854,859       3,026,935       3,114,733       3,487,464       3,545,723  
    Total commercial real estate   28,825,920       29,114,556       29,644,958       30,402,196       31,768,846  
    Residential mortgage   5,709,971       5,636,407       5,632,516       5,684,079       5,627,113  
    Consumer:                  
    Home equity   634,553       602,161       604,433       581,181       566,467  
    Automobile   2,178,841       2,041,227       1,901,065       1,823,738       1,762,852  
    Other consumer   1,172,099       1,112,572       1,085,339       1,064,838       1,107,277  
    Total consumer loans   3,985,493       3,755,960       3,590,837       3,469,757       3,436,596  
    Total loans $ 49,391,420     $ 48,657,128     $ 48,799,711     $ 49,355,319     $ 50,311,702  
                       
    CAPITAL RATIOS:                  
    Book value per common share $ 12.89     $ 12.76     $ 12.67     $ 13.00     $ 12.82  
    Tangible book value per common share (2)   9.35       9.21       9.10       9.06       8.87  
    Tangible common equity to tangible assets (2)   8.63 %     8.61 %     8.40 %     7.68 %     7.52 %
    Tier 1 leverage capital   9.49       9.41       9.16       8.40       8.19  
    Common equity tier 1 capital   10.85       10.80       10.82       9.57       9.55  
    Tier 1 risk-based capital   11.57       11.53       11.55       10.29       9.98  
    Total risk-based capital   13.67       13.91       13.87       12.56       12.17  
    VALLEY NATIONAL BANCORP
    CONSOLIDATED FINANCIAL HIGHLIGHTS
      Three Months Ended   Six Months Ended
    ALLOWANCE FOR CREDIT LOSSES: June 30,   March 31,   June 30,   June 30,
    ($ in thousands)   2025       2025       2024       2025       2024  
    Allowance for credit losses for loans                  
    Beginning balance – Allowance for credit losses for loans $ 594,054     $ 573,328     $ 487,269     $ 573,328     $ 465,550  
    Loans charged-off:                  
    Commercial and industrial   (25,189 )     (28,456 )     (14,721 )     (53,645 )     (29,014 )
    Commercial real estate   (14,623 )     (12,260 )     (22,144 )     (26,883 )     (23,348 )
    Construction         (1,163 )     (212 )     (1,163 )     (7,806 )
    Total consumer   (2,259 )     (2,140 )     (1,262 )     (4,399 )     (3,071 )
    Total loans charged-off   (42,071 )     (44,019 )     (38,339 )     (86,090 )     (63,239 )
    Charged-off loans recovered:                  
    Commercial and industrial   2,789       810       742       3,599       1,424  
    Commercial real estate   188       249       150       437       391  
    Construction   455                   455        
    Residential mortgage   37       168       5       205       30  
    Total consumer   773       843       603       1,616       1,000  
    Total loans recovered   4,242       2,070       1,500       6,312       2,845  
    Total net charge-offs   (37,829 )     (41,949 )     (36,839 )     (79,778 )     (60,394 )
    Provision for credit losses for loans   37,795       62,675       82,111       100,470       127,385  
    Ending balance $ 594,020     $ 594,054     $ 532,541     $ 594,020     $ 532,541  
    Components of allowance for credit losses for loans:                  
    Allowance for loan losses $ 579,500     $ 578,200     $ 519,310     $ 579,500     $ 519,310  
    Allowance for unfunded credit commitments   14,520       15,854       13,231       14,520       13,231  
    Allowance for credit losses for loans $ 594,020     $ 594,054     $ 532,541     $ 594,020     $ 532,541  
    Components of provision for credit losses for loans:                  
    Provision for credit losses for loans $ 39,129     $ 61,299     $ 86,901     $ 100,428     $ 133,624  
    (Credit) provision for unfunded credit commitments   (1,334 )     1,376       (4,790 )     42       (6,239 )
    Total provision for credit losses for loans $ 37,795     $ 62,675     $ 82,111     $ 100,470     $ 127,385  
    Annualized ratio of total net charge-offs to total average loans   0.31 %     0.34 %     0.29 %     0.33 %     0.24 %
    Allowance for credit losses for loans as a % of total loans   1.20 %     1.22 %     1.06 %     1.20 %     1.06 %
    VALLEY NATIONAL BANCORP
    CONSOLIDATED FINANCIAL HIGHLIGHTS
      As Of
    ASSET QUALITY: June 30,   March 31,   December 31,   September 30,   June 30,
    ($ in thousands)   2025       2025       2024       2024       2024  
    Accruing past due loans:                  
    30 to 59 days past due:                  
    Commercial and industrial $ 10,451     $ 3,609     $ 2,389     $ 4,537     $ 5,086  
    Commercial real estate   42,884       170       20,902       76,370       1,879  
    Construction   35,000                          
    Residential mortgage   21,744       16,747       21,295       19,549       17,389  
    Total consumer   12,878       12,887       12,552       14,672       21,639  
    Total 30 to 59 days past due   122,957       33,413       57,138       115,128       45,993  
    60 to 89 days past due:                  
    Commercial and industrial   1,095       420       1,007       1,238       1,621  
    Commercial real estate   60,601             24,903       43,926        
    Residential mortgage   7,627       7,700       5,773       6,892       6,632  
    Total consumer   4,001       2,408       4,484       2,732       3,671  
    Total 60 to 89 days past due   73,324       10,528       36,167       54,788       11,924  
    90 or more days past due:                  
    Commercial and industrial               1,307       1,786       2,739  
    Commercial real estate                           4,242  
    Construction                           3,990  
    Residential mortgage   2,062       6,892       3,533       1,931       2,609  
    Total consumer   859       864       1,049       1,063       898  
    Total 90 or more days past due   2,921       7,756       5,889       4,780       14,478  
    Total accruing past due loans $ 199,202     $ 51,697     $ 99,194     $ 174,696     $ 72,395  
    Non-accrual loans:                  
    Commercial and industrial $ 90,973     $ 110,146     $ 136,675     $ 120,575     $ 102,942  
    Commercial real estate   193,604       172,011       157,231       113,752       123,011  
    Construction   24,068       24,275       24,591       24,657       45,380  
    Residential mortgage   41,099       35,393       36,786       33,075       28,322  
    Total consumer   4,615       4,626       4,215       4,260       3,624  
    Total non-accrual loans   354,359       346,451       359,498       296,319       303,279  
    Other real estate owned (OREO)   4,783       7,714       12,150       7,172       8,059  
    Other repossessed assets   1,642       2,054       1,681       1,611       1,607  
    Total non-performing assets $ 360,784     $ 356,219     $ 373,329     $ 305,102     $ 312,945  
    Total non-accrual loans as a % of loans   0.72 %     0.71 %     0.74 %     0.60 %     0.60 %
    Total accruing past due and non-accrual loans as a % of loans   1.12 %     0.82 %     0.94 %     0.95 %     0.75 %
    Allowance for losses on loans as a % of non-accrual loans   163.53 %     166.89 %     155.45 %     185.05 %     171.23 %


    NOTES TO SELECTED FINANCIAL DATA

    (1 ) Net interest income and net interest margin are presented on a tax equivalent basis using a 21 percent federal tax rate. Valley believes that this presentation provides comparability of net interest income and net interest margin arising from both taxable and tax-exempt sources and is consistent with industry practice and SEC rules.
    (2 ) Non-GAAP Reconciliations. This press release contains certain supplemental financial information, described in the Notes below, which has been determined by methods other than U.S. Generally Accepted Accounting Principles (“GAAP”) that management uses in its analysis of Valley’s performance. The Company believes that the non-GAAP financial measures provide useful supplemental information to both management and investors in understanding Valley’s underlying operational performance, business and performance trends, and may facilitate comparisons of our current and prior performance with the performance of others in the financial services industry. Management utilizes these measures for internal planning, forecasting and analysis purposes. Management believes that Valley’s presentation and discussion of this supplemental information, together with the accompanying reconciliations to the GAAP financial measures, also allows investors to view performance in a manner similar to management. These non-GAAP financial measures should not be considered in isolation or as a substitute for or superior to financial measures calculated in accordance with U.S. GAAP. These non-GAAP financial measures may also be calculated differently from similar measures disclosed by other companies.
    Non-GAAP Reconciliations to GAAP Financial Measures
      Three Months Ended   Six Months Ended
      June 30,   March 31,   June 30,   June 30,
    ($ in thousands, except for share data)   2025       2025       2024       2025       2024  
    Adjusted net income available to common shareholders (non-GAAP):                  
    Net income, as reported (GAAP) $ 133,167     $ 106,058     $ 70,424     $ 239,225     $ 166,704  
    Add: Loss on extinguishment of debt   922                   922        
    Add: FDIC special assessment (a)               1,363             8,757  
    Add: Losses on available for sale and held to maturity debt securities, net (b)         11       4       11       11  
    Add: Restructuring charge (c)   800             334       800       954  
    Less: Gain on sale of commercial premium finance lending division (d)                           (3,629 )
    Total non-GAAP adjustments to net income   1,722       11       1,701       1,733       6,093  
    Income tax adjustments related to non-GAAP adjustments (e)   (474 )     (3 )     (482 )     (477 )     (1,706 )
    Net income, as adjusted (non-GAAP) $ 134,415     $ 106,066     $ 71,643     $ 240,481     $ 171,091  
    Dividends on preferred stock   6,948       6,955       4,108       13,903       8,227  
    Net income available to common shareholders, as adjusted (non-GAAP) $ 127,467     $ 99,111     $ 67,535     $ 226,578     $ 162,864  
    __________                  
    (a) Included in the FDIC insurance assessment.
    (b) Included in gains on securities transactions, net.
    (c) Represents severance expense related to workforce reductions within salary and employee benefits expense.
    (d) Included in other income within non-interest income.
    (e) Calculated using the appropriate blended statutory tax rate for the applicable period.
     
    Adjusted per common share data (non-GAAP):                  
    Net income available to common shareholders, as adjusted (non-GAAP) $ 127,467     $ 99,111     $ 67,535     $ 226,578     $ 162,864  
    Average number of shares outstanding   560,336,610       559,613,272       509,141,252       559,976,939       508,740,986  
    Basic earnings, as adjusted (non-GAAP) $ 0.23     $ 0.18     $ 0.13     $ 0.40     $ 0.32  
    Average number of diluted shares outstanding   562,312,330       563,305,525       510,338,502       563,431,390       510,437,959  
    Diluted earnings, as adjusted (non-GAAP) $ 0.23     $ 0.18     $ 0.13     $ 0.40     $ 0.32  
    Adjusted annualized return on average tangible shareholders’ equity (non-GAAP):                  
    Net income, as adjusted (non-GAAP) $ 134,415     $ 106,066     $ 71,643     $ 240,481     $ 171,091  
    Average shareholders’ equity $ 7,524,231     $ 7,458,177     $ 6,753,981     $ 7,491,395     $ 6,739,838  
    Less: Average goodwill and other intangible assets   1,987,381       1,994,061       2,016,766       1,990,702       2,020,883  
    Average tangible shareholders’ equity $ 5,536,850     $ 5,464,116     $ 4,737,215     $ 5,500,693     $ 4,718,955  
    Annualized return on average tangible shareholders’ equity, as adjusted (non-GAAP)   9.71 %     7.76 %     6.05 %     8.74 %     7.25 %
    Adjusted annualized return on average assets (non-GAAP):                  
    Net income, as adjusted (non-GAAP) $ 134,415     $ 106,066     $ 71,643     $ 240,481     $ 171,091  
    Average assets $ 62,106,945     $ 61,502,768     $ 61,518,639     $ 61,806,614     $ 61,387,754  
    Annualized return on average assets, as adjusted (non-GAAP)   0.87 %     0.69 %     0.47 %     0.78 %     0.56 %
    Non-GAAP Reconciliations to GAAP Financial Measures (Continued)
      Three Months Ended   Six Months Ended
      June 30,   March 31,   June 30,   June 30,
    ($ in thousands, except for share data)   2025       2025       2024       2025       2024  
    Adjusted annualized return on average shareholders’ equity (non-GAAP):                  
    Net income, as adjusted (non-GAAP) $ 134,415     $ 106,066     $ 71,643     $ 240,481     $ 171,091  
    Average shareholders’ equity $ 7,524,231     $ 7,458,177     $ 6,753,981     $ 7,491,395     $ 6,739,838  
    Annualized return on average shareholders’ equity, as adjusted (non-GAAP)   7.15 %     5.69 %     4.24 %     6.42 %     5.08 %
    Annualized return on average tangible shareholders’ equity (non-GAAP):                  
    Net income, as reported (GAAP) $ 133,167     $ 106,058     $ 70,424     $ 239,225     $ 166,704  
    Average shareholders’ equity $ 7,524,231     $ 7,458,177     $ 6,753,981     $ 7,491,395     $ 6,739,838  
    Less: Average goodwill and other intangible assets   1,987,381       1,994,061       2,016,766       1,990,702       2,020,883  
    Average tangible shareholders’ equity $ 5,536,850     $ 5,464,116     $ 4,737,215     $ 5,500,693     $ 4,718,955  
    Annualized return on average tangible shareholders’ equity (non-GAAP)   9.62 %     7.76 %     5.95 %     8.70 %     7.07 %
                       
    Efficiency ratio (non-GAAP):                  
    Non-interest expense, as reported (GAAP) $ 284,122     $ 276,618     $ 277,497     $ 560,740     $ 557,807  
    Less: Loss on extinguishment of debt (pre-tax)   922                   922        
    Less: FDIC special assessment (pre-tax)               1,363             8,757  
    Less: Restructuring charge (pre-tax)   800             334       800       954  
    Less: Amortization of tax credit investments (pre-tax)   9,134       9,320       5,791       18,454       11,353  
    Non-interest expense, as adjusted (non-GAAP) $ 273,266     $ 267,298     $ 270,009     $ 540,564     $ 536,743  
    Net interest income, as reported (GAAP)   432,408       420,105       401,685       852,513       795,233  
    Non-interest income, as reported (GAAP)   62,604       58,294       51,213       120,898       112,628  
    Add: Losses on available for sale and held to maturity securities transactions, net (pre-tax)         11       4       11       11  
    Less: Gain on sale of premium finance division (pre-tax)                           (3,629 )
    Non-interest income, as adjusted (non-GAAP) $ 62,604     $ 58,305     $ 51,217     $ 120,909     $ 109,010  
    Gross operating income, as adjusted (non-GAAP) $ 495,012     $ 478,410     $ 452,902     $ 973,422     $ 904,243  
    Efficiency ratio (non-GAAP)   55.20 %     55.87 %     59.62 %     55.53 %     59.36 %
                                           
      As of
      June 30,   March 31,   December 31,   September 30,   June 30,
    ($ in thousands, except for share data)   2025       2025       2024       2024       2024  
    Tangible book value per common share (non-GAAP):                  
    Common shares outstanding   560,281,821       560,028,101       558,786,093       509,252,936       509,205,014  
    Shareholders’ equity (GAAP) $ 7,575,421     $ 7,499,897     $ 7,435,127     $ 6,972,380     $ 6,737,737  
    Less: Preferred stock   354,345       354,345       354,345       354,345       209,691  
    Less: Goodwill and other intangible assets   1,983,515       1,990,276       1,997,597       2,004,414       2,012,580  
    Tangible common shareholders’ equity (non-GAAP) $ 5,237,561     $ 5,155,276     $ 5,083,185     $ 4,613,621     $ 4,515,466  
    Tangible book value per common share (non-GAAP) $ 9.35     $ 9.21     $ 9.10     $ 9.06     $ 8.87  
    Tangible common equity to tangible assets (non-GAAP):                  
    Tangible common shareholders’ equity (non-GAAP) $ 5,237,561     $ 5,155,276     $ 5,083,185     $ 4,613,621     $ 4,515,466  
    Total assets (GAAP) $ 62,705,358     $ 61,865,655     $ 62,491,691     $ 62,092,332     $ 62,058,974  
    Less: Goodwill and other intangible assets   1,983,515       1,990,276       1,997,597       2,004,414       2,012,580  
    Tangible assets (non-GAAP) $ 60,721,843     $ 59,875,379     $ 60,494,094     $ 60,087,918     $ 60,046,394  
    Tangible common equity to tangible assets (non-GAAP)   8.63 %     8.61 %     8.40 %     7.68 %     7.52 %
    VALLEY NATIONAL BANCORP
    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
    (in thousands, except for share data)
      June 30,   December 31,
        2025       2024  
      (Unaudited)    
    Assets      
    Cash and due from banks $ 440,870     $ 411,412  
    Interest bearing deposits with banks   745,547       1,478,713  
    Investment securities:      
    Equity securities   77,408       71,513  
    Available for sale debt securities   3,896,205       3,369,724  
    Held to maturity debt securities (net of allowance for credit losses of $637 at June 30, 2025 and $647 at December 31, 2024)   3,530,924       3,531,573  
    Total investment securities   7,504,537       6,972,810  
    Loans held for sale (includes fair value of $9,146 at June 30, 2025 and $16,931 at December 31, 2024 for loans originated for sale)   28,096       25,681  
    Loans   49,391,420       48,799,711  
    Less: Allowance for loan losses   (579,500 )     (558,850 )
    Net loans   48,811,920       48,240,861  
    Premises and equipment, net   337,371       350,796  
    Lease right of use assets   332,324       328,475  
    Bank owned life insurance   735,026       731,574  
    Accrued interest receivable   238,278       239,941  
    Goodwill   1,868,936       1,868,936  
    Other intangible assets, net   114,579       128,661  
    Other assets   1,547,874       1,713,831  
    Total Assets $ 62,705,358     $ 62,491,691  
    Liabilities      
    Deposits:      
    Non-interest bearing $ 11,746,770     $ 11,428,674  
    Interest bearing:      
    Savings, NOW and money market   26,091,633       26,304,639  
    Time   12,886,881       12,342,544  
    Total deposits   50,725,284       50,075,857  
    Short-term borrowings   162,244       72,718  
    Long-term borrowings   2,903,091       3,174,155  
    Junior subordinated debentures issued to capital trusts   57,629       57,455  
    Lease liabilities   392,633       388,303  
    Accrued expenses and other liabilities   889,056       1,288,076  
    Total Liabilities   55,129,937       55,056,564  
    Shareholders’ Equity      
    Preferred stock, no par value; 50,000,000 authorized shares:      
    Series A (4,600,000 shares issued at June 30, 2025 and December 31, 2024)   111,590       111,590  
    Series B (4,000,000 shares issued at June 30, 2025 and December 31, 2024)   98,101       98,101  
    Series C (6,000,000 shares issued at June 30, 2025 and December 31, 2024)   144,654       144,654  
    Common stock (no par value, authorized 650,000,000 shares; issued 560,522,946 shares at June 30, 2025 and 558,786,093 shares at December 31, 2024)   196,606       195,998  
    Surplus   5,451,543       5,442,070  
    Retained earnings   1,694,903       1,598,048  
    Accumulated other comprehensive loss   (119,889 )     (155,334 )
    Treasury stock, at cost (241,125 common shares at June 30, 2025)   (2,087 )      
    Total Shareholders’ Equity   7,575,421       7,435,127  
    Total Liabilities and Shareholders’ Equity $ 62,705,358     $ 62,491,691  
    VALLEY NATIONAL BANCORP
    CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
    (in thousands, except for share data)
      Three Months Ended   Six Months Ended
      June 30,   March 31,   June 30,   June 30,
        2025       2025       2024       2025       2024  
    Interest Income                  
    Interest and fees on loans $ 720,282     $ 703,609     $ 770,964     $ 1,423,891     $ 1,542,517  
    Interest and dividends on investment securities:                  
    Taxable   67,164       63,898       40,460       131,062       76,257  
    Tax-exempt   4,681       4,702       4,799       9,383       9,595  
    Dividends   5,528       5,664       6,341       11,192       13,169  
    Interest on federal funds sold and other short-term investments   7,357       6,879       10,902       14,236       20,584  
    Total interest income   805,012       784,752       833,466       1,589,764       1,662,122  
    Interest Expense                  
    Interest on deposits:                  
    Savings, NOW and money market   203,390       200,221       231,597       403,611       464,103  
    Time   129,324       125,069       160,442       254,393       311,507  
    Interest on short-term borrowings   1,736       2,946       691       4,682       21,303  
    Interest on long-term borrowings and junior subordinated debentures   38,154       36,411       39,051       74,565       69,976  
    Total interest expense   372,604       364,647       431,781       737,251       866,889  
    Net Interest Income   432,408       420,105       401,685       852,513       795,233  
    Provision (credit) for credit losses for available for sale and held to maturity securities   4       (14 )     (41 )     (10 )     (115 )
    Provision for credit losses for loans   37,795       62,675       82,111       100,470       127,385  
    Net Interest Income After Provision for Credit Losses   394,609       357,444       319,615       752,053       667,963  
    Non-Interest Income                  
    Wealth management and trust fees   14,056       15,031       13,136       29,087       31,066  
    Insurance commissions   3,430       3,402       3,958       6,832       6,209  
    Capital markets   9,767       6,940       7,779       16,707       13,449  
    Service charges on deposit accounts   14,705       12,726       11,212       27,431       22,461  
    (Losses) gains on securities transactions, net   (1 )     46       3       45       52  
    Fees from loan servicing   3,671       3,215       2,691       6,886       5,879  
    Gains on sales of loans, net   2,025       2,197       884       4,222       2,502  
    Bank owned life insurance   6,019       4,777       4,545       10,796       7,780  
    Other   8,932       9,960       7,005       18,892       23,230  
    Total non-interest income   62,604       58,294       51,213       120,898       112,628  
    Non-Interest Expense                  
    Salary and employee benefits expense   145,422       142,618       140,815       288,040       282,646  
    Net occupancy expense   25,483       25,888       24,252       51,371       48,575  
    Technology, furniture and equipment expense   30,667       29,896       35,203       60,563       70,665  
    FDIC insurance assessment   12,192       12,867       14,446       25,059       32,682  
    Amortization of other intangible assets   7,427       8,019       8,568       15,446       17,980  
    Professional and legal fees   19,970       15,670       17,938       35,640       34,403  
    Loss on extinguishment of debt   922                   922        
    Amortization of tax credit investments   9,134       9,320       5,791       18,454       11,353  
    Other   32,905       32,340       30,484       65,245       59,503  
    Total non-interest expense   284,122       276,618       277,497       560,740       557,807  
    Income Before Income Taxes   173,091       139,120       93,331       312,211       222,784  
    Income tax expense   39,924       33,062       22,907       72,986       56,080  
    Net Income   133,167       106,058       70,424       239,225       166,704  
    Dividends on preferred stock   6,948       6,955       4,108       13,903       8,227  
    Net Income Available to Common Shareholders $ 126,219     $ 99,103     $ 66,316     $ 225,322     $ 158,477  
    VALLEY NATIONAL BANCORP
    Quarterly Analysis of Average Assets, Liabilities and Shareholders’ Equity and
    Net Interest Income on a Tax Equivalent Basis
      Three Months Ended
      June 30, 2025   March 31, 2025   June 30, 2024
      Average       Avg.   Average       Avg.   Average       Avg.
    ($ in thousands) Balance   Interest   Rate   Balance   Interest   Rate   Balance   Interest   Rate
    Assets                                  
    Interest earning assets:                              
    Loans (1)(2) $ 49,032,637   $ 720,305     5.88 %   $ 48,654,921   $ 703,632     5.78 %   $ 50,020,901   $ 770,987     6.17 %
    Taxable investments (3)   7,350,792     72,692     3.96       7,100,958     69,562     3.92       5,379,101     46,801     3.48  
    Tax-exempt investments (1)(3)   544,302     5,925     4.35       552,291     5,952     4.31       575,272     6,075     4.22  
    Interest bearing deposits with banks   625,893     7,357     4.70       583,521     6,879     4.72       797,676     10,902     5.47  
    Total interest earning assets   57,553,624     806,279     5.60       56,891,691     786,025     5.53       56,772,950     834,765     5.88  
    Other assets   4,553,321             4,611,077             4,745,689        
    Total assets $ 62,106,945           $ 61,502,768           $ 61,518,639        
    Liabilities and shareholders’ equity                                  
    Interest bearing liabilities:                                  
    Savings, NOW and money market deposits $ 26,451,349   $ 203,390     3.08 %   $ 26,345,983   $ 200,221     3.04 %   $ 24,848,266   $ 231,597     3.73 %
    Time deposits   12,119,461     129,324     4.27       11,570,758     125,069     4.32       13,311,381     160,442     4.82  
    Short-term borrowings   196,491     1,736     3.53       307,637     2,946     3.83       97,502     691     2.83  
    Long-term borrowings (4)   3,146,434     38,154     4.85       3,006,331     36,411     4.84       3,319,195     39,051     4.71  
    Total interest bearing liabilities   41,913,735     372,604     3.56       41,230,709     364,647     3.54       41,576,344     431,781     4.15  
    Non-interest bearing deposits   11,336,314             11,222,562             11,223,562        
    Other liabilities   1,332,665             1,591,320             1,964,752        
    Shareholders’ equity   7,524,231             7,458,177             6,753,981        
    Total liabilities and shareholders’ equity $ 62,106,945           $ 61,502,768           $ 61,518,639        
                                       
    Net interest income/interest rate spread (5)     $ 433,675     2.04 %       $ 421,378     1.99 %       $ 402,984     1.73 %
    Tax equivalent adjustment       (1,267 )             (1,273 )             (1,299 )    
    Net interest income, as reported     $ 432,408             $ 420,105             $ 401,685      
    Net interest margin (6)         3.01 %           2.95 %           2.83 %
    Tax equivalent effect         0.00             0.01             0.01  
    Net interest margin on a fully tax equivalent basis (6)         3.01 %           2.96 %           2.84 %

    ____________

    (1) Interest income is presented on a tax equivalent basis using a 21 percent federal tax rate.
    (2) Loans are stated net of unearned income and include non-accrual loans.
    (3) The yield for securities that are classified as available for sale is based on the average historical amortized cost.
    (4) Includes junior subordinated debentures issued to capital trusts which are presented separately on the consolidated statements of financial condition.
    (5) Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities and is presented on a fully tax equivalent basis.
    (6) Net interest income as a percentage of total average interest earning assets.

    SHAREHOLDER RELATIONS
    Requests for copies of reports and/or other inquiries should be directed to Tina Zarkadas, Assistant Vice President, Shareholder Relations Specialist, Valley National Bancorp, 70 Speedwell Avenue, Morristown, New Jersey, 07960, by telephone at (973) 305-3380, by fax at (973) 305-1364 or by e-mail at tzarkadas@valley.com.

    Contact:   Travis Lan
        Senior Executive Vice President and
        Chief Financial Officer
        973-686-5007

    The MIL Network

  • MIL-OSI: Amalgamated Financial Corp. Reports Second Quarter 2025 Financial Results; Solid Deposit and Loan Growth; Strong Margin at 3.55%

    Source: GlobeNewswire (MIL-OSI)

    Common Equity Tier 1 Capital Ratio of 14.13% | Tangible Book Value per Share of $24.33

    NEW YORK, July 24, 2025 (GLOBE NEWSWIRE) — Amalgamated Financial Corp. (the “Company” or “Amalgamated”) (Nasdaq: AMAL), the holding company for Amalgamated Bank (the “Bank”), today announced financial results for the second quarter ended June 30, 2025.

    Second Quarter 2025 Highlights (on a linked quarter basis)

    • Net income of $26.0 million, or $0.84 per diluted share, compared to $25.0 million, or $0.81 per diluted share.
    • Core net income1 of $27.0 million, or $0.88 per diluted share, compared to $27.1 million, or $0.88 per diluted share.

    Deposits and Liquidity

    • On-balance sheet deposits increased $321.2 million, or 4.3%, to $7.7 billion.
    • Excluding $112.3 million of temporary pension funding deposits received on the last day of the quarter and withdrawn on the following day, total deposits increased $208.9 million, or 2.8%, to $7.6 billion.
    • Off-balance sheet deposits were $41.4 million at the end of the quarter.
    • Political deposits increased $136.5 million, or 13%, to $1.2 billion, which includes both on and off-balance sheet deposits.
    • Average cost of deposits, increased 3 basis points to 162 basis points, where non-interest-bearing deposits comprised 36% of total deposits.

    Assets and Margin

    • Net interest margin remained unchanged at 3.55%.
    • Net interest income grew $2.3 million, or 3.3%, to $72.9 million.
    • Net loans receivable increased $35.5 million, or 0.8%, to $4.7 billion.
    • Net loans in growth mode (commercial and industrial, commercial real estate, and multifamily) increased $60.8 million or 2.1%.
    • Total PACE assessments grew $16.3 million, or 1.4%, to $1.2 billion.
    • The multifamily and commercial real estate loan portfolios totaled $1.8 billion and had a concentration of 202% to total risk based capital.

    Capital and Returns

    • Tier 1 leverage ratio remained constant at 9.22% and Common Equity Tier 1 ratio was 14.13%.
    • Tangible common equity1 ratio decreased 13 basis points to 8.60% due to a larger balance sheet.
    • Tangible book value per share1 increased $0.82, or 3.5%, to $24.33, and has increased $7.00, or 40.4% since September 2021.
    • Core return on average tangible common equity1 of 14.90% and core return on average assets1 of 1.28%.

    Share Repurchase

    • Repurchased approximately 327,000 shares, or $9.7 million of common stock, through June 30, 2025, with $30.3 million in remaining capacity under the share repurchase program approved on March 10, 2025.
    • Approximately 74,000 shares have been repurchased from July 1 through July 22, 2025.
       
    1 Definitions are presented under “Non-GAAP Financial Measures”. Reconciliations of non-GAAP financial measures to the most comparable GAAP measure are set forth on the last page of the financial information accompanying this press release and may also be found on the Company’s website, www.amalgamatedbank.com.
       

    Priscilla Sims Brown, President and Chief Executive Officer, commented, “We are achieving our results because our banking model is flexible. We have many levers we can pull to drive performance and that creates reliability and predictability for our shareholders, customers, and employees.”

    Second Quarter Earnings

    Net income was $26.0 million, or $0.84 per diluted share, compared to $25.0 million, or $0.81 per diluted share, for the prior quarter. The $1.0 million increase during the quarter was primarily driven by a scheduled $2.6 million increase in non-core income related to solar tax equity investments, a $2.3 million increase in net interest income, and a $1.1 million decrease in non-interest expense. This was partially offset by a $4.3 million increase in provision for credit losses, the effect from a $0.8 million net valuation gain on residential loans sold during the previous quarter, and a $0.4 million increase in losses on sales of securities and other assets compared to the linked quarter.

    Core net income1 was $27.0 million, or $0.88 per diluted share, compared to $27.1 million, or $0.88 per diluted share for the prior quarter. Excluded from core net income for the quarter, pre-tax, was $1.0 million of losses on the sale of securities and other assets, $0.3 million of scheduled accelerated depreciation from solar tax equity investments, $0.1 million of severance costs, and $0.1 million of ICS One-Way Sell fee income. Excluded from core net income for the first quarter of 2025, pre-tax, was $2.9 million of accelerated depreciation from solar tax equity investments, a $0.8 million net valuation gain from residential loans sold during the quarter, and $0.7 million of losses on the sale of securities.

    Net interest income was $72.9 million, compared to $70.6 million for the prior quarter. Loan interest income increased $0.9 million and loan yields increased 5 basis points despite a $35.6 million decrease in average loan balances, primarily due to completion of a residential loan pool sale in the prior quarter. In addition, commercial loan originations were offset by paydowns and payoffs on lower-yielding commercial and residential loans. Interest income on securities increased $2.0 million driven by an increase in the average balance of securities of $141.2 million despite a slight decline in securities yields of 4 basis points. Interest expense on total interest-bearing deposits increased $1.7 million driven primarily by an increase in the average balance of total interest-bearing deposits of $201.0 million, while interest-bearing deposits cost remained flat.

    Net interest margin was 3.55%, the same as the prior quarter largely due to a higher average balance of interest-bearing deposits as noted above, which resulted in a slightly higher blended cost of funds. This offset the interest income generated by the higher average balance of securities and modestly higher loan yields. Additionally, income from prepayment penalties had a one basis point impact on net interest margin in the current quarter, compared to no impact in the prior quarter.

    Provision for credit losses was an expense of $4.9 million, compared to an expense of $0.6 million in the prior quarter. The increase in the second quarter was primarily driven by a $2.3 million increase in reserve for one syndicated commercial and industrial loan as well as the macroeconomic forecasts used in the CECL model, primarily related to the consumer solar loan portfolio, which can be volatile.

    Non-interest income was $8.0 million, compared to $6.4 million in the prior quarter. Excluding all non-core income adjustments noted above, core non-interest income1 was $9.3 million, compared to $9.1 million in the prior quarter. The increase was primarily related to higher commercial banking fees, partially offset by lower income from Trust fees.

    Non-interest expense was $40.6 million, a decrease of $1.1 million from the prior quarter. Core non-interest expense1 was $40.4 million, also a decrease of $1.1 million from the prior quarter. This was mainly driven by a $1.5 million decrease in professional fees, partially offset by a $0.4 million increase in advertising expense.

    Provision for income tax expense was $9.5 million, compared to $9.7 million for the prior quarter. The effective tax rate was 26.7%, compared to 28.0% in the prior quarter. The California single-sales factor apportionment law was adopted during the quarter which resulted in an increase in the California state tax rate. A discrete tax benefit was recognized during the current quarter for the remeasurement of deferred tax assets reducing the quarterly effective tax rate. Going forward, the tax rate is expected to be 27.3%. The prior quarter effective tax rate was impacted by discrete tax items related to a city and state tax examination. Adjusted, the current quarter effective tax rate was 27.3% compared to 27.0% for the prior quarter.

    Balance Sheet Quarterly Summary

    Total assets were $8.6 billion at June 30, 2025, a $336.1 million or a 4% increase compared to $8.3 billion at March 31, 2025. On the last day of the quarter, the balance sheet was impacted by $112.3 million of temporary pension funding deposits that were withdrawn the following day. Adjusted, total assets were $8.5 billion, in line with our target for the quarter. Notable changes within individual balance sheet line items include a $177.6 million increase in securities and a $35.5 million increase in net loans receivable. On the liabilities side, on-balance sheet deposits increased by $321.2 million or $208.9 million when adjusted for the temporary deposits noted above. Off-balance sheet deposits decreased by $173.1 million in the quarter. Equity grew by $18.0 million.

    Total net loans receivable at June 30, 2025 were $4.7 billion, an increase of $35.5 million, or 0.8% for the quarter. A balanced increase in loans was primarily driven by a $34.2 million increase in multifamily loans, a $13.5 million increase in commercial and industrial loans, and a $13.1 million increase in commercial real estate loans, all in our identified growth portfolios. This was partially offset by a $11.0 million decrease in consumer solar loans, and a $11.8 million decrease in residential loans, both being non-growth portfolios. During the quarter, criticized or classified loans increased $13.9 million, largely related to the downgrades of four commercial and industrial loans totaling $9.7 million, the downgrade of one multifamily loan totaling $2.8 million, additional downgrades of small business loans totaling $1.0 million, and an increase of $2.1 million in residential and consumer substandard loans. This was partially offset by charge-offs of small business loans totaling $1.1 million, and an upgrade of one $0.1 million small business loan.

    Total on-balance sheet deposits at June 30, 2025 were $7.7 billion, an increase of $321.2 million, or 4.3%, during the quarter. Including accounts currently held off-balance sheet, deposits held by politically active customers, such as campaigns, PACs, advocacy-based organizations, and state and national party committees were $1.2 billion as of June 30, 2025, an increase of $136.5 million during the quarter. Non-interest-bearing deposits represented 38% of average total deposits and 36% of ending total deposits for the quarter, contributing to an average cost of total deposits of 162 basis points. Super-core deposits1 totaled approximately $4.2 billion, had a weighted average life of 18 years, and comprised 54% of total deposits. Total uninsured deposits were $3.9 billion, comprising 50% of total deposits.

    Nonperforming assets totaled $35.2 million, or 0.41% of period-end total assets at June 30, 2025, an increase of $1.3 million, compared with $33.9 million, or 0.41% on a linked quarter basis. The increase in nonperforming assets was primarily driven by a $2.4 million increase in residential non-accrual loans, partially offset by a $0.3 million decrease in commercial and industrial nonaccrual loans, a $0.3 million decrease in consumer solar nonaccrual loans, and a $0.5 million decrease in nonaccrual loans held for sale compared to the prior quarter.

    During the quarter, the allowance for credit losses on loans increased $1.3 million to $59.0 million. The ratio of allowance to total loans was 1.25%, an increase of 2 basis points from 1.23% in the first quarter of 2025. This is primarily due to an increase of $2.3 million in reserves for one commercial and industrial loan, along with increases in provision related to the macroeconomic forecasts used in the CECL model. The loan associated with the increased reserve is a commercial and industrial business loan to an originator of consumer loans for renewable energy efficiency improvements. During the quarter, $2.5 million of debtor-in-possession (“DIP”) financing was put in place, a portion of which was advanced and increased our outstanding exposure from $8.3 million to $9.3 million as of June 30, 2025. Additionally, during the third quarter, the remainder of the DIP financing was advanced bringing the total exposure to $10.8 million as of the date of this earnings release. While there remains collateral value, the situation with this loan is fluid and could result in further reserves as the workout progresses.

    Capital Quarterly Summary

    As of June 30, 2025, the Common Equity Tier 1 Capital ratio was 14.13%, the Total Risk-Based Capital ratio was 16.43%, and the Tier 1 Leverage Capital ratio was 9.22%, compared to 14.27%, 16.61% and 9.22%, respectively, as of March 31, 2025. Stockholders’ equity at June 30, 2025 was $754.0 million, an increase of $18.0 million during the quarter. The increase in stockholders’ equity was primarily driven by $26.0 million of net income for the quarter and a $4.3 million improvement in accumulated other comprehensive loss due to the tax-effected mark-to-market on available for sale securities, offset by $9.7 million in share buybacks and $4.4 million in dividends paid at $0.14 per outstanding share.

    Tangible book value per share1 was $24.33 as of June 30, 2025 compared to $23.51 as of March 31, 2025. Tangible common equity1 improved to 8.60% of tangible assets, compared to 8.73% as of March 31, 2025.

    Conference Call

    As previously announced, Amalgamated Financial Corp. will host a conference call to discuss its second quarter 2025 results today, July 24, 2025 at 11:00am (Eastern Time). The conference call can be accessed by dialing 1-877-407-9716 (domestic) or 1-201-493-6779 (international) and asking for the Amalgamated Financial Corp. Second Quarter 2025 Earnings Call. A telephonic replay will be available approximately two hours after the call and can be accessed by dialing 1-844-512-2921, or for international callers 1-412-317-6671 and providing the access code 13754662. The telephonic replay will be available until July 31, 2025.

    Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the investor relations section of the Company’s website at https://ir.amalgamatedbank.com/. The online replay will remain available for a limited time beginning immediately following the call.

    The presentation materials for the call can be accessed on the investor relations section of the Company’s website at https://ir.amalgamatedbank.com/.

    About Amalgamated Financial Corp.

    Amalgamated Financial Corp. is a Delaware public benefit corporation and a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, Amalgamated Bank. Amalgamated Bank is a New York-based full-service commercial bank and a chartered trust company with a combined network of five branches across New York City, Washington D.C., and San Francisco, and a commercial office in Boston. Amalgamated Bank was formed in 1923 as Amalgamated Bank of New York by the Amalgamated Clothing Workers of America, one of the country’s oldest labor unions. Amalgamated Bank provides commercial banking and trust services nationally and offers a full range of products and services to both commercial and retail customers. Amalgamated Bank is a proud member of the Global Alliance for Banking on Values and is a certified B Corporation®. As of June 30, 2025, total assets were $8.6 billion, total net loans were $4.7 billion, and total deposits were $7.7 billion. Additionally, as of June 30, 2025, the trust business held $36.5 billion in assets under custody and $15.6 billion in assets under management.

    Non-GAAP Financial Measures

    This release (and the accompanying financial information and tables) refer to certain non-GAAP financial measures including, without limitation, “Core operating revenue,” “Core non-interest expense,” “Core non-interest income,” “Core net income,” “Tangible common equity,” “Average tangible common equity,” “Core return on average assets,” “Core return on average tangible common equity,” and “Core efficiency ratio.”

    Management utilizes this information to compare operating performance for June 30, 2025 versus certain periods in 2025 and 2024 and to prepare internal projections. The Company believes these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of operating performance. In addition, because intangible assets such as goodwill and other discrete items unrelated to core business, which are excluded, vary extensively from company to company, the Company believe that the presentation of this information allows investors to more easily compare results to those of other companies.

    The presentation of non-GAAP financial information, however, is not intended to be considered in isolation or as a substitute for GAAP financial measures. The Company strongly encourage readers to review the GAAP financial measures included in this release and not to place undue reliance upon any single financial measure. In addition, because non-GAAP financial measures are not standardized, it may not be possible to compare the non-GAAP financial measures presented in this release with other companies’ non-GAAP financial measures having the same or similar names. Reconciliations of non-GAAP financial disclosures to comparable GAAP measures found in this release are set forth in the final pages of this release and also may be viewed on the Company’s website, amalgamatedbank.com.

    Terminology

    Certain terms used in this release are defined as follows:

    “Core efficiency ratio” is defined as “Core non-interest expense” divided by “Core operating revenue.” The Company believes the most directly comparable performance ratio derived from GAAP financial measures is an efficiency ratio calculated by dividing total non-interest expense by the sum of net interest income and total non-interest income.

    “Core net income” is defined as net income after tax excluding gains and losses on sales of securities, ICS One-Way Sell fee income, changes in fair value on loans held-for-sale, gains on the sale of owned property, costs related to branch closures, restructuring/severance costs, acquisition costs, tax credits and accelerated depreciation on solar equity investments, and taxes on notable pre-tax items. The Company believes the most directly comparable GAAP financial measure is net income.

    “Core non-interest expense” is defined as total non-interest expense excluding costs related to branch closures, and restructuring/severance. The Company believes the most directly comparable GAAP financial measure is total non-interest expense.

    “Core non-interest income” is defined as total non-interest income excluding gains and losses on sales of securities, ICS One-Way Sell fee income, changes in fair value on loans held-for-sale, gains on the sale of owned property, and tax credits and accelerated depreciation on solar equity investments. The Company believes the most directly comparable GAAP financial measure is non-interest income.

    “Core operating revenue” is defined as total net interest income plus “core non-interest income”. The Company believes the most directly comparable GAAP financial measure is the total of net interest income and non-interest income.

    “Core return on average assets” is defined as “Core net income” divided by average total assets. The Company believes the most directly comparable performance ratio derived from GAAP financial measures is return on average assets calculated by dividing net income by average total assets.

    “Core return on average tangible common equity” is defined as “Core net income” divided by average “tangible common equity.” The Company believes the most directly comparable performance ratio derived from GAAP financial measures is return on average equity calculated by dividing net income by average total stockholders’ equity.

    “Super-core deposits” are defined as total deposits from commercial and consumer customers, with a relationship length of greater than 5 years. The Company believes the most directly comparable GAAP financial measure is total deposits.

    “Tangible assets” are defined as total assets excluding, as applicable, goodwill and core deposit intangibles. The Company believes the most directly comparable GAAP financial measure is total assets.

    “Tangible common equity”, and “Tangible book value” are defined as stockholders’ equity excluding, as applicable, minority interests, goodwill and core deposit intangibles. The Company believes that the most directly comparable GAAP financial measure is total stockholders’ equity.

    “Traditional securities” is defined as total investment securities excluding PACE assessments. The Company believes the most directly comparable GAAP financial measure is total investment securities.

    Forward-Looking Statements

    Statements included in this release that are not historical in nature are intended to be, and are hereby identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act, Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally can be identified through the use of forward-looking terminology such as “may,” “will,” “anticipate,” “aspire,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “in the future,” “may” and “intend,” as well as other similar words and expressions of the future. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, any or all of which could cause actual results to differ materially from the results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to:

    1. uncertain conditions in the banking industry and in national, regional and local economies in core markets, which may have an adverse impact on business, operations and financial performance;
    2. deterioration in the financial condition of borrowers resulting in significant increases in credit losses and provisions for those losses;
    3. deposit outflows and subsequent declines in liquidity caused by factors that could include lack of confidence in the banking system, a deterioration in market conditions or the financial condition of depositors;
    4. changes in deposits, including an increase in uninsured deposits;
    5. ability to maintain sufficient liquidity to meet deposit and debt obligations as they come due, which may require that the Company sell investment securities at a loss, negatively impacting net income, earnings and capital;
    6. unfavorable conditions in the capital markets, which may cause declines in stock price and the value of investments;
    7. negative economic and political conditions that adversely affect the general economy, housing prices, the real estate market, the job market, consumer confidence, the financial condition of borrowers and consumer spending habits, which may affect, among other things, the level of non-performing assets, charge-offs and provision expense;
    8. fluctuations or unanticipated changes in the interest rate environment including changes in net interest margin or changes in the yield curve that affect investments, loans or deposits;
    9. the general decline in the real estate and lending markets, particularly in commercial real estate in the Company’s market areas, and the effects of the enactment of or changes to rent-control and other similar regulations on multi-family housing;
    10. potential implementation by the current presidential administration of a regulatory reform agenda that is significantly different from that of the prior presidential administration, impacting the rule making, supervision, examination and enforcement of the banking regulation agencies;
    11. changes in U.S. trade policies and other global political factors beyond the Company’s control, including the imposition of tariffs, which raise economic uncertainty, potentially leading to slower growth and a decrease in loan demand;
    12. the outcome of legal or regulatory proceedings that may be instituted against us;
    13. inability to achieve organic loan and deposit growth and the composition of that growth;
    14. composition of the Company’s loan portfolio, including any concentration in industries or sectors that may experience unanticipated or anticipated adverse conditions greater than other industries or sectors in the national or local economies in which the Company operates;
    15. inaccuracy of the assumptions and estimates the Company makes and policies that the Company implements in establishing the allowance for credit losses;
    16. changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments;
    17. any matter that would cause the Company to conclude that there was impairment of any asset, including intangible assets;
    18. limitations on the ability to declare and pay dividends;
    19. the impact of competition with other financial institutions, including pricing pressures and the resulting impact on results, including as a result of compression to net interest margin;
    20. increased competition for experienced members of the workforce including executives in the banking industry;
    21. a failure in or breach of operational or security systems or infrastructure, or those of third party vendors or other service providers, including as a result of unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches;
    22. increased regulatory scrutiny and exposure from the use of “big data” techniques, machine learning, and artificial intelligence;
    23. a downgrade in the Company’s credit rating;
    24. “greenwashing claims” against the Company and environmental, social, and governance (“ESG”) products and increased scrutiny and political opposition to ESG and diversity, equity, and inclusion (“DEI”) practices;
    25. any unanticipated or greater than anticipated adverse conditions (including the possibility of earthquakes, wildfires, and other natural disasters) affecting the markets in which the Company operates;
    26. physical and transitional risks related to climate change as they impact the business and the businesses that the Company finances;
    27. future repurchase of the Company’s shares through the Company’s common stock repurchase program; and
    28. descriptions of assumptions underlying or relating to any of the foregoing.

    Additional factors which could affect the forward-looking statements can be found in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC and available on the SEC’s website at https://www.sec.gov/. The Company disclaims any obligation to update or revise any forward-looking statements contained in this release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.

    Investor Contact:
    Jamie Lillis
    Solebury Strategic Communications
    shareholderrelations@amalgamatedbank.com
    800-895-4172

    Consolidated Statements of Income (unaudited)

      Three Months Ended   Six Months Ended
     
      June 30,   March 31,   June 30,   June 30,
     
    ($ in thousands) 2025   2025   2024   2025   2024  
    INTEREST AND DIVIDEND INCOME                                        
    Loans $ 58,723     $ 57,843     $ 51,293     $ 116,566     $ 103,245    
    Securities   43,737       41,653       44,978       85,390       87,368    
    Interest-bearing deposits in banks   1,639       1,194       2,690       2,833       5,282    
             Total interest and dividend income   104,099       100,690       98,961       204,789       195,895    
    INTEREST EXPENSE                                        
    Deposits   30,593       28,917       28,882       59,510       54,773    
    Borrowed funds   597       1,196       887       1,793       3,893    
             Total interest expense   31,190       30,113       29,769       61,303       58,666    
    NET INTEREST INCOME   72,909       70,577       69,192       143,486       137,229    
    Provision for credit losses   4,890       596       3,161       5,486       4,749    
             Net interest income after provision for credit losses   68,019       69,981       66,031       138,000       132,480    
    NON-INTEREST INCOME                                        
    Trust Department fees   3,879       4,191       3,657       8,069       7,511    
    Service charges on deposit accounts   3,873       3,438       8,614       7,311       14,750    
    Bank-owned life insurance income   796       626       615       1,422       1,224    
    Losses on sale of securities and other assets   (1,041 )     (680 )     (2,691 )     (1,721 )     (5,465 )  
    Gain (loss) on sale of loans and changes in fair value on loans held-
    for-sale, net
      18       832       69       850       116    
    Equity method investments income (loss)   51       (2,508 )     (1,551 )     (2,458 )     521    
    Other income   449       507       545       957       830    
             Total non-interest income   8,025       6,406       9,258       14,430       19,487    
    NON-INTEREST EXPENSE                                        
    Compensation and employee benefits   23,240       23,314       23,045       46,554       45,318    
    Occupancy and depreciation   3,476       3,293       3,379       6,768       6,283    
    Professional fees   3,283       4,739       2,332       8,022       4,708    
    Technology   5,485       5,619       4,786       11,103       9,415    
    Office maintenance and depreciation   570       629       580       1,199       1,243    
    Amortization of intangible assets   144       144       182       287       365    
    Advertising and promotion   412       51       1,175       463       2,394    
    Federal deposit insurance premiums   900       900       1,050       1,800       2,100    
    Other expense   3,074       2,961       2,983       6,038       5,838    
             Total non-interest expense   40,584       41,650       39,512       82,234       77,664    
    Income before income taxes   35,460       34,737       35,777       70,196       74,303    
    Income tax expense   9,471       9,709       9,024       19,179       20,301    
             Net income $ 25,989     $ 25,028     $ 26,753     $ 51,017     $ 54,002    
    Earnings per common share – basic $ 0.85     $ 0.82     $ 0.88     $ 1.67     $ 1.77    
    Earnings per common share – diluted $ 0.84     $ 0.81     $ 0.87     $ 1.65     $ 1.75    
     

    Consolidated Statements of Financial Condition

    ($ in thousands) June 30, 2025   March 31, 2025   December 31, 2024

     
    Assets (unaudited)   (unaudited)      
    Cash and due from banks $ 4,049     $ 4,196     $ 4,042    
    Interest-bearing deposits in banks   167,017       61,518       56,707    
    Total cash and cash equivalents   171,066       65,714       60,749    
    Securities:                        
    Available for sale, at fair value                        
             Traditional securities   1,713,077       1,546,127       1,477,047    
             Property Assessed Clean Energy (“PACE”) assessments   178,247       161,147       152,011    
        1,891,324       1,707,274       1,629,058    
    Held-to-maturity, at amortized cost:                        
    Traditional securities, net of allowance for credit losses of $47, $47, and $49,
    respectively
      529,418       535,065       542,246    
    PACE assessments, net of allowance for credit losses of $657, $654, and $655,
    respectively
      1,037,220       1,038,052       1,043,959    
        1,566,638       1,573,117       1,586,205    
                             
    Loans held for sale   2,545       3,667       37,593    
    Loans receivable, net of deferred loan origination fees and costs   4,714,344       4,677,506       4,672,924    
    Allowance for credit losses   (58,998 )     (57,676 )     (60,086 )  
    Loans receivable, net   4,655,346       4,619,830       4,612,838    
                             
    Resell agreements   57,040       41,651       23,741    
    Federal Home Loan Bank of New York (“FHLBNY”) stock, at cost   5,277       4,679       15,693    
    Accrued interest receivable   55,509       55,092       61,172    
    Premises and equipment, net   8,823       7,366       6,386    
    Bank-owned life insurance   108,465       108,652       108,026    
    Right-of-use lease asset   11,379       12,477       14,231    
    Deferred tax asset, net   33,685       33,799       42,437    
    Goodwill   12,936       12,936       12,936    
    Intangible assets, net   1,200       1,343       1,487    
    Equity method investments   5,110       5,639       8,482    
    Other assets   34,995       31,991       35,858    
             Total assets $ 8,621,338     $ 8,285,227     $ 8,256,892    
    Liabilities                        
    Deposits   7,733,272       7,412,072       7,180,605    
    Borrowings   75,457       69,676       314,409    
    Operating leases   15,395       17,190       19,734    
    Other liabilities   43,230       50,293       34,490    
             Total liabilities   7,867,354       7,549,231       7,549,238    
    Stockholders’ equity                        
    Common stock, par value $0.01 per share   310       309       308    
    Additional paid-in capital   290,256       288,539       288,656    
    Retained earnings   522,405       500,783       480,144    
    Accumulated other comprehensive loss, net of income taxes   (42,982 )     (47,308 )     (58,637 )  
    Treasury stock, at cost   (16,005 )     (6,327 )     (2,817 )  
             Total stockholders’ equity   753,984       735,996       707,654    
             Total liabilities and stockholders’ equity $ 8,621,338     $ 8,285,227     $ 8,256,892    
     

    Select Financial Data

      As of and for the
    Three Months Ended
      As of and for the
    Six Months Ended

     
      June 30,   March 31,   June 30,   June 30,
     
    (Shares in thousands) 2025   2025   2024   2025   2024  
    Selected Financial Ratios and Other Data:                              
    Earnings per share                              
    Basic $ 0.85   $ 0.82   $ 0.88   $ 1.67   $ 1.77  
    Diluted   0.84     0.81     0.87     1.65     1.75  
    Core net income (non-GAAP)                              
    Basic $ 0.88   $ 0.88   $ 0.86   $ 1.77   $ 1.70  
    Diluted   0.88     0.88     0.85     1.75     1.68  
    Book value per common share (excluding minority interest) $ 24.79   $ 23.98   $ 21.09   $ 24.79   $ 21.09  
    Tangible book value per share (non-GAAP) $ 24.33   $ 23.51   $ 20.61   $ 24.33   $ 20.61  
    Common shares outstanding, par value $0.01 per share(1)   30,412     30,697     30,630     30,412     30,630  
    Weighted average common shares outstanding, basic   30,558     30,682     30,551     30,619     30,513  
    Weighted average common shares outstanding, diluted   30,758     30,946     30,832     30,872     30,789  
     
    (1) 70,000,000 shares authorized; 30,983,139, 30,940,480, and 30,743,666 shares issued for the periods ended June 30, 2025, March 31, 2025, and June 30, 2024 respectively, and 30,412,241, 30,696,940, and 30,630,386 shares outstanding for the periods ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively.
     

    Select Financial Data

      As of and for the
    Three Months Ended
      As of and for the
    Six Months Ended

     
      June 30,   March 31,   June 30,   June 30,
     
      2025   2025   2024   2025   2024  
    Selected Performance Metrics:                              
    Return on average assets 1.23 %   1.22 %   1.30 %   1.23 %   1.33 %  
    Core return on average assets (non-GAAP) 1.28 %   1.33 %   1.27 %   1.30 %   1.27 %  
    Return on average equity 14.06 %   14.05 %   17.27 %   14.06 %   17.75 %  
    Core return on average tangible common equity (non-GAAP) 14.90 %   15.54 %   17.34 %   15.21 %   17.46 %  
    Average equity to average assets 8.78 %   8.71 %   7.53 %   8.75 %   7.48 %  
    Tangible common equity to tangible assets (non-GAAP) 8.60 %   8.73 %   7.66 %   8.60 %   7.66 %  
    Loan yield 5.05 %   5.00 %   4.68 %   5.03 %   4.72 %  
    Securities yield 5.11 %   5.15 %   5.22 %   5.13 %   5.21 %  
    Deposit cost 1.62 %   1.59 %   1.55 %   1.61 %   1.51 %  
    Net interest margin 3.55 %   3.55 %   3.46 %   3.55 %   3.47 %  
    Efficiency ratio (1) 50.14 %   54.10 %   50.37 %   52.07 %   49.56 %  
    Core efficiency ratio (non-GAAP) 49.21 %   52.11 %   50.80 %   50.64 %   50.60 %  
                                   
    Asset Quality Ratios:                              
    Nonaccrual loans to total loans 0.74 %   0.70 %   0.78 %   0.74 %   0.78 %  
    Nonperforming assets to total assets 0.41 %   0.41 %   0.43 %   0.41 %   0.43 %  
    Allowance for credit losses on loans to nonaccrual loans 170.02 %   175.07 %   182.83 %   170.02 %   182.83 %  
    Allowance for credit losses on loans to total loans 1.25 %   1.23 %   1.42 %   1.25 %   1.42 %  
    Annualized net charge-offs to average loans 0.30 %   0.22 %   0.25 %   0.26 %   0.22 %  
                                   
    Liquidity Ratios:                              
    2 day Liquidity Coverage of Uninsured Deposits % 96.73 %   93.75 %   100.83 %   96.73 %   100.83 %  
    Cash and Borrowing Capacity Coverage of Uninsured, Non-Supercore
    Deposits (%)
    167.94 %   163.71 %   174.24 %   167.94 %   174.24 %  
                                   
    Capital Ratios:                              
    Tier 1 leverage capital ratio 9.22 %   9.22 %   8.42 %   9.22 %   8.42 %  
    Tier 1 risk-based capital ratio 14.13 %   14.27 %   13.48 %   14.13 %   13.48 %  
    Total risk-based capital ratio 16.43 %   16.61 %   16.04 %   16.43 %   16.04 %  
    Common equity tier 1 capital ratio 14.13 %   14.27 %   13.48 %   14.13 %   13.48 %  
     
    (1) Efficiency ratio is calculated by dividing total non-interest expense by the sum of net interest income and total non-interest income.
     

    Loan and PACE Assessments Portfolio Composition

    (In thousands) At June 30, 2025   At March 31, 2025   At June 30, 2024
     
      Amount   % of total   Amount   % of total   Amount   % of total
     
    Commercial portfolio:                                          
    Commercial and industrial $ 1,196,804     25.4 %   $ 1,183,297     25.3 %   $ 1,012,400     22.6 %  
    Multifamily   1,406,193     29.8 %     1,371,950     29.4 %     1,230,545     27.5 %  
    Commercial real estate   422,068     9.0 %     409,004     8.7 %     377,484     8.4 %  
    Construction and land development   20,330     0.4 %     20,690     0.4 %     23,254     0.5 %  
    Total commercial portfolio   3,045,395     64.6 %     2,984,941     63.8 %     2,643,683     59.0 %  
                                               
    Retail portfolio:                                          
    Residential real estate lending   1,292,013     27.4 %     1,303,856     27.9 %     1,404,624     31.4 %  
    Consumer solar   345,604     7.3 %     356,601     7.6 %     385,567     8.6 %  
    Consumer and other   31,332     0.7 %     32,108     0.7 %     37,965     1.0 %  
    Total retail portfolio   1,668,949     35.4 %     1,692,565     36.2 %     1,828,156     41.0 %  
    Total loans held for investment   4,714,344     100.0 %     4,677,506     100.0 %     4,471,839     100.0 %  
                                               
    Allowance for credit losses   (58,998 )           (57,676 )           (63,444 )        
    Loans receivable, net $ 4,655,346           $ 4,619,830           $ 4,408,395          
                                               
    PACE assessments:                                          
    Available for sale, at fair value                                          
    Residential PACE assessments   178,247     14.7 %     161,147     13.4 %     112,923     9.7 %  
                                               
    Held-to-maturity, at amortized cost                                          
    Commercial PACE assessments   278,006     22.9 %     271,200     22.6 %     256,663     22.0 %  
    Residential PACE assessments   759,871     62.4 %     767,507     64.0 %     798,561     68.4 %  
    Total Held-to-maturity PACE
    assessments
      1,037,877     85.3 %     1,038,707     86.6 %     1,055,224     90.4 %  
    Total PACE assessments   1,216,124     100.0 %     1,199,854     100.0 %     1,168,147     100.0 %  
                                               
    Allowance for credit losses   (657 )           (654 )           (655 )        
    Total PACE assessments, net $ 1,215,467           $ 1,199,200           $ 1,167,492          
                                               
    Loans receivable, net and total PACE
    assessments, net as a % of Deposits
      75.9 %           78.5 %           74.9 %        
    Loans receivable, net and total PACE
    assessments, net as a % of Deposits
    excluding Brokered CDs
      75.9 %           78.5 %           76.4 %        
     

    Net Interest Income Analysis

      Three Months Ended
     
      June 30, 2025   March 31, 2025   June 30, 2024
     
    (In thousands) Average
    Balance
      Income /
    Expense
      Yield /
    Rate
      Average
    Balance
      Income /
    Expense
      Yield /
    Rate
      Average
    Balance
      Income /
    Expense
      Yield /
    Rate
     
                                                           
    Interest-earning assets:                                                      
    Interest-bearing deposits in banks $ 161,965   $ 1,639   4.06 %   $ 121,321   $ 1,194   3.99 %   $ 213,725   $ 2,690   5.06 %  
    Securities(1)   3,361,812     42,850   5.11 %     3,220,590     40,867   5.15 %     3,308,881     42,937   5.22 %  
    Resell agreements   52,621     887   6.76 %     30,169     786   10.57 %     122,618     2,041   6.69 %  
    Loans receivable, net (2)   4,659,667     58,723   5.05 %     4,695,264     57,843   5.00 %     4,406,843     51,293   4.68 %  
    Total interest-earning assets   8,236,065     104,099   5.07 %     8,067,344     100,690   5.06 %     8,052,067     98,961   4.94 %  
    Non-interest-earning assets:                                                      
    Cash and due from banks   5,622                 5,045                 6,371              
    Other assets   203,992                 220,589                 217,578              
    Total assets $ 8,445,679               $ 8,292,978               $ 8,276,016              
                                                           
    Interest-bearing liabilities:                                                      
    Savings, NOW and money market
    deposits
    $ 4,457,620   $ 28,653   2.58 %   $ 4,242,786   $ 26,806   2.56 %   $ 3,729,858   $ 24,992   2.69 %  
    Time deposits   218,835     1,940   3.56 %     232,683     2,111   3.68 %     210,565     1,898   3.63 %  
    Brokered CDs         0.00 %           0.00 %     156,086     1,992   5.13 %  
    Total interest-bearing deposits   4,676,455     30,593   2.62 %     4,475,469     28,917   2.62 %     4,096,509     28,882   2.84 %  
    Borrowings   75,741     597   3.16 %     134,340     1,196   3.61 %     104,560     887   3.41 %  
    Total interest-bearing liabilities   4,752,196     31,190   2.63 %     4,609,809     30,113   2.65 %     4,201,069     29,769   2.85 %  
    Non-interest-bearing liabilities:                                                      
    Demand and transaction deposits   2,895,845                 2,901,061                 3,390,941              
    Other liabilities   56,203                 59,728                 60,982              
    Total liabilities   7,704,244                 7,570,598                 7,652,992              
    Stockholders’ equity   741,435                 722,380                 623,024              
    Total liabilities and stockholders’
    equity
    $ 8,445,679               $ 8,292,978               $ 8,276,016              
                                                           
    Net interest income / interest rate
    spread
          $ 72,909   2.44 %         $ 70,577   2.41 %         $ 69,192   2.09 %  
    Net interest-earning assets / net
    interest margin
    $ 3,483,869         3.55 %   $ 3,457,535         3.55 %   $ 3,850,998         3.46 %  
                                                           
    Total deposits excluding Brokered
    CDs / total cost of deposits excluding
    Brokered CDs
    $ 7,572,300         1.62 %   $ 7,376,530         1.59 %   $ 7,331,364         1.48 %  
    Total deposits / total cost of deposits $ 7,572,300         1.62 %   $ 7,376,530         1.59 %   $ 7,487,450         1.55 %  
    Total funding / total cost of funds $ 7,648,041         1.64 %   $ 7,510,870         1.63 %   $ 7,592,010         1.58 %  
     
    (1) Includes Federal Home Loan Bank (FHLB) stock in the average balance, and dividend income on FHLB stock in interest income.
    (2) Includes prepayment penalty interest income in 2Q2025, 1Q2025, or 2Q2024 of $200,076, $0, and $0, respectively (in thousands).
     

    Net Interest Income Analysis

      Six Months Ended
     
      June 30, 2025   June 30, 2024
     
    (In thousands) Average
    Balance
      Income /
    Expense
      Yield /
    Rate
      Average
    Balance
      Income /
    Expense
      Yield /
    Rate
     
                                         
    Interest-earning assets:                                    
    Interest-bearing deposits in banks $ 141,756   $ 2,833   4.03 %   $ 209,547   $ 5,282   5.07 %  
    Securities   3,291,591     83,717   5.13 %     3,239,619     84,000   5.21 %  
    Resell agreements   41,457     1,673   8.14 %     100,814     3,368   6.72 %  
    Total loans, net (1)(2)   4,677,367     116,566   5.03 %     4,398,665     103,245   4.72 %  
    Total interest-earning assets   8,152,171     204,789   5.07 %     7,948,645     195,895   4.96 %  
    Non-interest-earning assets:                                    
    Cash and due from banks   5,335                 5,720              
    Other assets   212,245                 221,924              
    Total assets $ 8,369,751               $ 8,176,289              
                                         
    Interest-bearing liabilities:                                    
    Savings, NOW and money market deposits $ 4,350,797   $ 55,459   2.57 %   $ 3,660,704   $ 46,864   2.57 %  
    Time deposits   225,721     4,051   3.62 %     199,305     3,474   3.51 %  
    Brokered CDs         0.00 %     173,163     4,435   5.15 %  
    Total interest-bearing deposits   4,576,518     59,510   2.62 %     4,033,172     54,773   2.73 %  
    Borrowings   104,879     1,793   3.45 %     196,326     3,893   3.99 %  
    Total interest-bearing liabilities   4,681,397     61,303   2.64 %     4,229,498     58,666   2.79 %  
    Non-interest-bearing liabilities:                                    
    Demand and transaction deposits   2,898,439                 3,264,590              
    Other liabilities   57,955                 70,309              
    Total liabilities   7,637,791                 7,564,397              
    Stockholders’ equity   731,960                 611,892              
    Total liabilities and stockholders’ equity $ 8,369,751               $ 8,176,289              
                                         
    Net interest income / interest rate spread       $ 143,486   2.43 %         $ 137,229   2.17 %  
    Net interest-earning assets / net interest margin $ 3,470,774         3.55 %   $ 3,719,147         3.47 %  
                                         
    Total deposits excluding Brokered CDs / total cost of
    deposits excluding Brokered CDs
    $ 7,474,957         1.61 %   $ 7,124,599         1.42 %  
    Total deposits / total cost of deposits $ 7,474,957         1.61 %   $ 7,297,762         1.51 %  
    Total funding / total cost of funds $ 7,579,836         1.63 %   $ 7,494,088         1.57 %  
     
    (1) Includes Federal Home Loan Bank (FHLB) stock in the average balance, and dividend income on FHLB stock in interest income.
    (2) Includes prepayment penalty interest income in June YTD 2025 and June YTD 2024 of $200 thousand and $18 thousand, respectively.
     

    Deposit Portfolio Composition

      Three Months Ended
     
    (In thousands) June 30, 2025   March 31, 2025   June 30, 2024
     
      Ending
    Balance
      Average
    Balance
      Ending
    Balance
      Average
    Balance
      Ending
    Balance
      Average
    Balance

     
    Non-interest-bearing demand deposit accounts $ 2,810,489   $ 2,895,845   $ 2,895,757   $ 2,901,061   $ 3,445,068   $ 3,390,941  
    NOW accounts   177,494     177,312     187,078     177,827     192,452     191,253  
    Money market deposit accounts   4,216,318     3,950,346     3,772,423     3,739,548     3,093,644     3,202,365  
    Savings accounts   330,892     329,962     330,410     325,411     336,943     336,240  
    Time deposits   198,079     218,835     226,404     232,683     227,437     210,565  
    Brokered certificates of deposit (“CDs”)                   153,444     156,086  
    Total deposits $ 7,733,272   $ 7,572,300   $ 7,412,072   $ 7,376,530   $ 7,448,988   $ 7,487,450  
                                         
    Total deposits excluding Brokered CDs $ 7,733,272   $ 7,572,300   $ 7,412,072   $ 7,376,530   $ 7,295,544   $ 7,331,364  
     
      Three Months Ended
     
      June 30, 2025   March 31, 2025   June 30, 2024
     
    (In thousands) Average
    Rate
    Paid
    (1)
      Cost of
    Funds
      Average
    Rate
    Paid
    (1)
      Cost of
    Funds
      Average
    Rate
    Paid
    (1)
      Cost of
    Funds

     
                                         
    Non-interest bearing demand deposit accounts 0.00 %   0.00 %   0.00 %   0.00 %   0.00 %   0.00 %  
    NOW accounts 0.68 %   0.72 %   0.72 %   0.70 %   1.07 %   1.07 %  
    Money market deposit accounts 2.70 %   2.77 %   2.73 %   2.76 %   3.08 %   2.93 %  
    Savings accounts 1.32 %   1.30 %   1.28 %   1.28 %   1.67 %   1.37 %  
    Time deposits 3.22 %   3.56 %   3.52 %   3.68 %   3.50 %   3.63 %  
    Brokered CDs %   %   %   %   4.98 %   5.13 %  
    Total deposits 1.63 %   1.62 %   1.57 %   1.59 %   1.59 %   1.55 %  
                                         
    Interest-bearing deposits excluding Brokered CDs 2.56 %   2.62 %   2.58 %   2.62 %   2.88 %   2.74 %  
     
    (1) Average rate paid is calculated as the weighted average of spot rates on deposit accounts. Off-balance sheet deposits are excluded from all calculations shown.
     

    Asset Quality

    (In thousands) June 30, 2025   March 31, 2025   June 30, 2024
     
    Loans 90 days past due and accruing $   $   $  
    Nonaccrual loans held for sale   459     989     989  
    Nonaccrual loans – Commercial   27,501     27,872     23,778  
    Nonaccrual loans – Retail   7,199     5,072     10,924  
    Nonaccrual securities   6     7     29  
    Total nonperforming assets $ 35,165   $ 33,940   $ 35,720  
                       
    Nonaccrual loans:                  
    Commercial and industrial $ 12,501   $ 12,786   $ 8,428  
    Commercial real estate   3,893     3,979     4,231  
    Construction and land development   11,107     11,107     11,119  
    Total commercial portfolio   27,501     27,872     23,778  
                       
    Residential real estate lending   3,805     1,375     7,756  
    Consumer solar   3,193     3,479     2,794  
    Consumer and other   201     218     374  
    Total retail portfolio   7,199     5,072     10,924  
    Total nonaccrual loans $ 34,700   $ 32,944   $ 34,702  
     

    Credit Quality

      June 30, 2025   March 31, 2025   June 30, 2024
     
    ($ in thousands)                  
    Criticized and classified loans                  
    Commercial and industrial $ 64,305   $ 55,157   $ 53,940  
    Multifamily   11,324     8,540     10,242  
    Commercial real estate   3,893     3,979     8,311  
    Construction and land development   11,107     11,107     11,119  
    Residential real estate lending   3,805     1,375     7,756  
    Consumer solar   3,193     3,479     2,794  
    Consumer and other   201     218     374  
    Total loans $ 97,828   $ 83,855   $ 94,536  
     
    Criticized and classified loans to total loans                  
    Commercial and industrial 1.36 %   1.18 %   1.21 %  
    Multifamily 0.24 %   0.18 %   0.23 %  
    Commercial real estate 0.08 %   0.09 %   0.19 %  
    Construction and land development 0.24 %   0.24 %   0.25 %  
    Residential real estate lending 0.08 %   0.03 %   0.17 %  
    Consumer solar 0.07 %   0.07 %   0.06 %  
    Consumer and other %   %   0.01 %  
    Total loans 2.07 %   1.79 %   2.12 %  
     
      June 30, 2025   March 31, 2025   June 30, 2024
     
      Annualized
    net charge-
    offs
    (recoveries)
    to average
    loans
      ACL to total
    portfolio balance
      Annualized
    net charge-
    offs
    (recoveries)
    to average
    loans
      ACL to total
    portfolio balance
      Annualized
    net charge-
    offs
    (recoveries)
    to average
    loans
      ACL to total
    portfolio balance

     
    Commercial and industrial 0.32  %   1.42 %   0.28 %   1.29 %   0.32  %   1.44 %  
    Multifamily  %   0.20 %   %   0.23 %    %   0.38 %  
    Commercial real estate  %   0.49 %   %   0.39 %    %   0.40 %  
    Construction and land development  %   6.33 %   %   6.05 %    %   3.60 %  
    Residential real estate lending (0.01 )%   0.69 %   %   0.73 %   (0.18 )%   0.88 %  
    Consumer solar 2.91  %   7.26 %   1.90 %   7.01 %   2.57  %   7.00 %  
    Consumer and other 0.07  %   5.74 %   0.70 %   5.67 %   0.01  %   6.49 %  
    Total loans 0.30  %   1.25 %   0.22 %   1.23 %   0.25  %   1.42 %  
     

    Reconciliation of GAAP to Non-GAAP Financial Measures
    The information provided below presents a reconciliation of each of the non-GAAP financial measures to the most directly comparable GAAP financial measure.

      As of and for the
    Three Months Ended
      As of and for the
    Six Months Ended

     
    (in thousands) June 30, 2025   March 31, 2025   June 30, 2024   June 30, 2025   June 30, 2024
     
    Core operating revenue                                        
    Net Interest Income (GAAP) $ 72,909     $ 70,577     $ 69,192     $ 143,486     $ 137,229    
    Non-interest income (GAAP)   8,025       6,406       9,258       14,430       19,487    
    Add: Loss on Sale of Securities and Other Assets   1,041       680       2,691       1,721       5,465    
    Less: ICS One-Way Sell Fee Income(1)   (102 )     (9 )     (4,859 )     (111 )     (7,762 )  
    Less: Changes in fair value of loans held-for-sale(6)         (837 )           (837 )        
    Less: Subdebt repurchase gain(2)               (406 )           (406 )  
    Add: Tax (credits) depreciation on solar investments(3)   310       2,868       1,815       3,179       7    
    Core operating revenue (non-GAAP) $ 82,183     $ 79,685     $ 77,691       161,868       154,020    
                                             
    Core non-interest expense                                        
    Non-interest expense (GAAP) $ 40,584     $ 41,650     $ 39,512     $ 82,234     $ 77,664    
    Add: Gain on settlement of lease termination(4)                           499    
    Less: Severance costs(5)   (142 )     (125 )     (44 )     (267 )     (228 )  
    Core non-interest expense (non-GAAP) $ 40,442     $ 41,525     $ 39,468       81,967       77,935    
                                             
    Core net income                                        
    Net Income (GAAP) $ 25,989     $ 25,028     $ 26,753     $ 51,017     $ 54,002    
    Add: Loss on Sale of Securities and Other Assets   1,041       680       2,691       1,721       5,465    
    Less: ICS One-Way Sell Fee Income(1)   (102 )     (9 )     (4,859 )     (111 )     (7,762 )  
    Less: Changes in fair value of loans held-for-sale(6)         (837 )           (837 )        
    Less: Gain on settlement of lease termination(4)                           (499 )  
    Less: Subdebt repurchase gain(2)               (406 )           (406 )  
    Add: Severance costs(5)   142       125       44       267       228    
    Add: Tax (credits) depreciation on solar investments(3)   310       2,868       1,815       3,179       7    
    Less: Tax on notable items   (371 )     (731 )     180       (1,109 )     775    
    Core net income (non-GAAP) $ 27,009     $ 27,124     $ 26,218       54,127       51,810    
                                             
    Tangible common equity                                        
    Stockholders’ equity (GAAP) $ 753,984     $ 735,996     $ 646,112     $ 753,984     $ 646,112    
    Less: Minority interest               (133 )           (133 )  
    Less: Goodwill   (12,936 )     (12,936 )     (12,936 )     (12,936 )     (12,936 )  
    Less: Core deposit intangible   (1,200 )     (1,343 )     (1,852 )     (1,200 )     (1,852 )  
    Tangible common equity (non-GAAP) $ 739,848     $ 721,717     $ 631,191       739,848       631,191    
                                             
    Average tangible common equity                                        
    Average stockholders’ equity (GAAP) $ 741,435     $ 722,380     $ 623,024     $ 731,960     $ 611,892    
    Less: Minority interest               (133 )           (133 )  
    Less: Goodwill   (12,936 )     (12,936 )     (12,936 )     (12,936 )     (12,936 )  
    Less: Core deposit intangible   (1,270 )     (1,413 )     (1,941 )     (1,341 )     (2,032 )  
    Average tangible common equity (non-GAAP) $ 727,229     $ 708,031     $ 608,014       717,683       596,791    
     
    (1) Included in service charges on deposit accounts in the Consolidated Statements of Income.
    (2) Included in other income in the Consolidated Statements of Income.
    (3) Included in equity method investments income in the Consolidated Statements of Income.
    (4) Included in occupancy and depreciation in the Consolidated Statements of Income.
    (5) Included in compensation and employee benefits in the Consolidated Statements of Income.
    (6) Included in changes in fair value of loans held-for-sale in the Consolidated Statements of Income.
     

    The MIL Network

  • MIL-OSI: Amalgamated Financial Corp. Reports Second Quarter 2025 Financial Results; Solid Deposit and Loan Growth; Strong Margin at 3.55%

    Source: GlobeNewswire (MIL-OSI)

    Common Equity Tier 1 Capital Ratio of 14.13% | Tangible Book Value per Share of $24.33

    NEW YORK, July 24, 2025 (GLOBE NEWSWIRE) — Amalgamated Financial Corp. (the “Company” or “Amalgamated”) (Nasdaq: AMAL), the holding company for Amalgamated Bank (the “Bank”), today announced financial results for the second quarter ended June 30, 2025.

    Second Quarter 2025 Highlights (on a linked quarter basis)

    • Net income of $26.0 million, or $0.84 per diluted share, compared to $25.0 million, or $0.81 per diluted share.
    • Core net income1 of $27.0 million, or $0.88 per diluted share, compared to $27.1 million, or $0.88 per diluted share.

    Deposits and Liquidity

    • On-balance sheet deposits increased $321.2 million, or 4.3%, to $7.7 billion.
    • Excluding $112.3 million of temporary pension funding deposits received on the last day of the quarter and withdrawn on the following day, total deposits increased $208.9 million, or 2.8%, to $7.6 billion.
    • Off-balance sheet deposits were $41.4 million at the end of the quarter.
    • Political deposits increased $136.5 million, or 13%, to $1.2 billion, which includes both on and off-balance sheet deposits.
    • Average cost of deposits, increased 3 basis points to 162 basis points, where non-interest-bearing deposits comprised 36% of total deposits.

    Assets and Margin

    • Net interest margin remained unchanged at 3.55%.
    • Net interest income grew $2.3 million, or 3.3%, to $72.9 million.
    • Net loans receivable increased $35.5 million, or 0.8%, to $4.7 billion.
    • Net loans in growth mode (commercial and industrial, commercial real estate, and multifamily) increased $60.8 million or 2.1%.
    • Total PACE assessments grew $16.3 million, or 1.4%, to $1.2 billion.
    • The multifamily and commercial real estate loan portfolios totaled $1.8 billion and had a concentration of 202% to total risk based capital.

    Capital and Returns

    • Tier 1 leverage ratio remained constant at 9.22% and Common Equity Tier 1 ratio was 14.13%.
    • Tangible common equity1 ratio decreased 13 basis points to 8.60% due to a larger balance sheet.
    • Tangible book value per share1 increased $0.82, or 3.5%, to $24.33, and has increased $7.00, or 40.4% since September 2021.
    • Core return on average tangible common equity1 of 14.90% and core return on average assets1 of 1.28%.

    Share Repurchase

    • Repurchased approximately 327,000 shares, or $9.7 million of common stock, through June 30, 2025, with $30.3 million in remaining capacity under the share repurchase program approved on March 10, 2025.
    • Approximately 74,000 shares have been repurchased from July 1 through July 22, 2025.
       
    1 Definitions are presented under “Non-GAAP Financial Measures”. Reconciliations of non-GAAP financial measures to the most comparable GAAP measure are set forth on the last page of the financial information accompanying this press release and may also be found on the Company’s website, www.amalgamatedbank.com.
       

    Priscilla Sims Brown, President and Chief Executive Officer, commented, “We are achieving our results because our banking model is flexible. We have many levers we can pull to drive performance and that creates reliability and predictability for our shareholders, customers, and employees.”

    Second Quarter Earnings

    Net income was $26.0 million, or $0.84 per diluted share, compared to $25.0 million, or $0.81 per diluted share, for the prior quarter. The $1.0 million increase during the quarter was primarily driven by a scheduled $2.6 million increase in non-core income related to solar tax equity investments, a $2.3 million increase in net interest income, and a $1.1 million decrease in non-interest expense. This was partially offset by a $4.3 million increase in provision for credit losses, the effect from a $0.8 million net valuation gain on residential loans sold during the previous quarter, and a $0.4 million increase in losses on sales of securities and other assets compared to the linked quarter.

    Core net income1 was $27.0 million, or $0.88 per diluted share, compared to $27.1 million, or $0.88 per diluted share for the prior quarter. Excluded from core net income for the quarter, pre-tax, was $1.0 million of losses on the sale of securities and other assets, $0.3 million of scheduled accelerated depreciation from solar tax equity investments, $0.1 million of severance costs, and $0.1 million of ICS One-Way Sell fee income. Excluded from core net income for the first quarter of 2025, pre-tax, was $2.9 million of accelerated depreciation from solar tax equity investments, a $0.8 million net valuation gain from residential loans sold during the quarter, and $0.7 million of losses on the sale of securities.

    Net interest income was $72.9 million, compared to $70.6 million for the prior quarter. Loan interest income increased $0.9 million and loan yields increased 5 basis points despite a $35.6 million decrease in average loan balances, primarily due to completion of a residential loan pool sale in the prior quarter. In addition, commercial loan originations were offset by paydowns and payoffs on lower-yielding commercial and residential loans. Interest income on securities increased $2.0 million driven by an increase in the average balance of securities of $141.2 million despite a slight decline in securities yields of 4 basis points. Interest expense on total interest-bearing deposits increased $1.7 million driven primarily by an increase in the average balance of total interest-bearing deposits of $201.0 million, while interest-bearing deposits cost remained flat.

    Net interest margin was 3.55%, the same as the prior quarter largely due to a higher average balance of interest-bearing deposits as noted above, which resulted in a slightly higher blended cost of funds. This offset the interest income generated by the higher average balance of securities and modestly higher loan yields. Additionally, income from prepayment penalties had a one basis point impact on net interest margin in the current quarter, compared to no impact in the prior quarter.

    Provision for credit losses was an expense of $4.9 million, compared to an expense of $0.6 million in the prior quarter. The increase in the second quarter was primarily driven by a $2.3 million increase in reserve for one syndicated commercial and industrial loan as well as the macroeconomic forecasts used in the CECL model, primarily related to the consumer solar loan portfolio, which can be volatile.

    Non-interest income was $8.0 million, compared to $6.4 million in the prior quarter. Excluding all non-core income adjustments noted above, core non-interest income1 was $9.3 million, compared to $9.1 million in the prior quarter. The increase was primarily related to higher commercial banking fees, partially offset by lower income from Trust fees.

    Non-interest expense was $40.6 million, a decrease of $1.1 million from the prior quarter. Core non-interest expense1 was $40.4 million, also a decrease of $1.1 million from the prior quarter. This was mainly driven by a $1.5 million decrease in professional fees, partially offset by a $0.4 million increase in advertising expense.

    Provision for income tax expense was $9.5 million, compared to $9.7 million for the prior quarter. The effective tax rate was 26.7%, compared to 28.0% in the prior quarter. The California single-sales factor apportionment law was adopted during the quarter which resulted in an increase in the California state tax rate. A discrete tax benefit was recognized during the current quarter for the remeasurement of deferred tax assets reducing the quarterly effective tax rate. Going forward, the tax rate is expected to be 27.3%. The prior quarter effective tax rate was impacted by discrete tax items related to a city and state tax examination. Adjusted, the current quarter effective tax rate was 27.3% compared to 27.0% for the prior quarter.

    Balance Sheet Quarterly Summary

    Total assets were $8.6 billion at June 30, 2025, a $336.1 million or a 4% increase compared to $8.3 billion at March 31, 2025. On the last day of the quarter, the balance sheet was impacted by $112.3 million of temporary pension funding deposits that were withdrawn the following day. Adjusted, total assets were $8.5 billion, in line with our target for the quarter. Notable changes within individual balance sheet line items include a $177.6 million increase in securities and a $35.5 million increase in net loans receivable. On the liabilities side, on-balance sheet deposits increased by $321.2 million or $208.9 million when adjusted for the temporary deposits noted above. Off-balance sheet deposits decreased by $173.1 million in the quarter. Equity grew by $18.0 million.

    Total net loans receivable at June 30, 2025 were $4.7 billion, an increase of $35.5 million, or 0.8% for the quarter. A balanced increase in loans was primarily driven by a $34.2 million increase in multifamily loans, a $13.5 million increase in commercial and industrial loans, and a $13.1 million increase in commercial real estate loans, all in our identified growth portfolios. This was partially offset by a $11.0 million decrease in consumer solar loans, and a $11.8 million decrease in residential loans, both being non-growth portfolios. During the quarter, criticized or classified loans increased $13.9 million, largely related to the downgrades of four commercial and industrial loans totaling $9.7 million, the downgrade of one multifamily loan totaling $2.8 million, additional downgrades of small business loans totaling $1.0 million, and an increase of $2.1 million in residential and consumer substandard loans. This was partially offset by charge-offs of small business loans totaling $1.1 million, and an upgrade of one $0.1 million small business loan.

    Total on-balance sheet deposits at June 30, 2025 were $7.7 billion, an increase of $321.2 million, or 4.3%, during the quarter. Including accounts currently held off-balance sheet, deposits held by politically active customers, such as campaigns, PACs, advocacy-based organizations, and state and national party committees were $1.2 billion as of June 30, 2025, an increase of $136.5 million during the quarter. Non-interest-bearing deposits represented 38% of average total deposits and 36% of ending total deposits for the quarter, contributing to an average cost of total deposits of 162 basis points. Super-core deposits1 totaled approximately $4.2 billion, had a weighted average life of 18 years, and comprised 54% of total deposits. Total uninsured deposits were $3.9 billion, comprising 50% of total deposits.

    Nonperforming assets totaled $35.2 million, or 0.41% of period-end total assets at June 30, 2025, an increase of $1.3 million, compared with $33.9 million, or 0.41% on a linked quarter basis. The increase in nonperforming assets was primarily driven by a $2.4 million increase in residential non-accrual loans, partially offset by a $0.3 million decrease in commercial and industrial nonaccrual loans, a $0.3 million decrease in consumer solar nonaccrual loans, and a $0.5 million decrease in nonaccrual loans held for sale compared to the prior quarter.

    During the quarter, the allowance for credit losses on loans increased $1.3 million to $59.0 million. The ratio of allowance to total loans was 1.25%, an increase of 2 basis points from 1.23% in the first quarter of 2025. This is primarily due to an increase of $2.3 million in reserves for one commercial and industrial loan, along with increases in provision related to the macroeconomic forecasts used in the CECL model. The loan associated with the increased reserve is a commercial and industrial business loan to an originator of consumer loans for renewable energy efficiency improvements. During the quarter, $2.5 million of debtor-in-possession (“DIP”) financing was put in place, a portion of which was advanced and increased our outstanding exposure from $8.3 million to $9.3 million as of June 30, 2025. Additionally, during the third quarter, the remainder of the DIP financing was advanced bringing the total exposure to $10.8 million as of the date of this earnings release. While there remains collateral value, the situation with this loan is fluid and could result in further reserves as the workout progresses.

    Capital Quarterly Summary

    As of June 30, 2025, the Common Equity Tier 1 Capital ratio was 14.13%, the Total Risk-Based Capital ratio was 16.43%, and the Tier 1 Leverage Capital ratio was 9.22%, compared to 14.27%, 16.61% and 9.22%, respectively, as of March 31, 2025. Stockholders’ equity at June 30, 2025 was $754.0 million, an increase of $18.0 million during the quarter. The increase in stockholders’ equity was primarily driven by $26.0 million of net income for the quarter and a $4.3 million improvement in accumulated other comprehensive loss due to the tax-effected mark-to-market on available for sale securities, offset by $9.7 million in share buybacks and $4.4 million in dividends paid at $0.14 per outstanding share.

    Tangible book value per share1 was $24.33 as of June 30, 2025 compared to $23.51 as of March 31, 2025. Tangible common equity1 improved to 8.60% of tangible assets, compared to 8.73% as of March 31, 2025.

    Conference Call

    As previously announced, Amalgamated Financial Corp. will host a conference call to discuss its second quarter 2025 results today, July 24, 2025 at 11:00am (Eastern Time). The conference call can be accessed by dialing 1-877-407-9716 (domestic) or 1-201-493-6779 (international) and asking for the Amalgamated Financial Corp. Second Quarter 2025 Earnings Call. A telephonic replay will be available approximately two hours after the call and can be accessed by dialing 1-844-512-2921, or for international callers 1-412-317-6671 and providing the access code 13754662. The telephonic replay will be available until July 31, 2025.

    Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the investor relations section of the Company’s website at https://ir.amalgamatedbank.com/. The online replay will remain available for a limited time beginning immediately following the call.

    The presentation materials for the call can be accessed on the investor relations section of the Company’s website at https://ir.amalgamatedbank.com/.

    About Amalgamated Financial Corp.

    Amalgamated Financial Corp. is a Delaware public benefit corporation and a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, Amalgamated Bank. Amalgamated Bank is a New York-based full-service commercial bank and a chartered trust company with a combined network of five branches across New York City, Washington D.C., and San Francisco, and a commercial office in Boston. Amalgamated Bank was formed in 1923 as Amalgamated Bank of New York by the Amalgamated Clothing Workers of America, one of the country’s oldest labor unions. Amalgamated Bank provides commercial banking and trust services nationally and offers a full range of products and services to both commercial and retail customers. Amalgamated Bank is a proud member of the Global Alliance for Banking on Values and is a certified B Corporation®. As of June 30, 2025, total assets were $8.6 billion, total net loans were $4.7 billion, and total deposits were $7.7 billion. Additionally, as of June 30, 2025, the trust business held $36.5 billion in assets under custody and $15.6 billion in assets under management.

    Non-GAAP Financial Measures

    This release (and the accompanying financial information and tables) refer to certain non-GAAP financial measures including, without limitation, “Core operating revenue,” “Core non-interest expense,” “Core non-interest income,” “Core net income,” “Tangible common equity,” “Average tangible common equity,” “Core return on average assets,” “Core return on average tangible common equity,” and “Core efficiency ratio.”

    Management utilizes this information to compare operating performance for June 30, 2025 versus certain periods in 2025 and 2024 and to prepare internal projections. The Company believes these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of operating performance. In addition, because intangible assets such as goodwill and other discrete items unrelated to core business, which are excluded, vary extensively from company to company, the Company believe that the presentation of this information allows investors to more easily compare results to those of other companies.

    The presentation of non-GAAP financial information, however, is not intended to be considered in isolation or as a substitute for GAAP financial measures. The Company strongly encourage readers to review the GAAP financial measures included in this release and not to place undue reliance upon any single financial measure. In addition, because non-GAAP financial measures are not standardized, it may not be possible to compare the non-GAAP financial measures presented in this release with other companies’ non-GAAP financial measures having the same or similar names. Reconciliations of non-GAAP financial disclosures to comparable GAAP measures found in this release are set forth in the final pages of this release and also may be viewed on the Company’s website, amalgamatedbank.com.

    Terminology

    Certain terms used in this release are defined as follows:

    “Core efficiency ratio” is defined as “Core non-interest expense” divided by “Core operating revenue.” The Company believes the most directly comparable performance ratio derived from GAAP financial measures is an efficiency ratio calculated by dividing total non-interest expense by the sum of net interest income and total non-interest income.

    “Core net income” is defined as net income after tax excluding gains and losses on sales of securities, ICS One-Way Sell fee income, changes in fair value on loans held-for-sale, gains on the sale of owned property, costs related to branch closures, restructuring/severance costs, acquisition costs, tax credits and accelerated depreciation on solar equity investments, and taxes on notable pre-tax items. The Company believes the most directly comparable GAAP financial measure is net income.

    “Core non-interest expense” is defined as total non-interest expense excluding costs related to branch closures, and restructuring/severance. The Company believes the most directly comparable GAAP financial measure is total non-interest expense.

    “Core non-interest income” is defined as total non-interest income excluding gains and losses on sales of securities, ICS One-Way Sell fee income, changes in fair value on loans held-for-sale, gains on the sale of owned property, and tax credits and accelerated depreciation on solar equity investments. The Company believes the most directly comparable GAAP financial measure is non-interest income.

    “Core operating revenue” is defined as total net interest income plus “core non-interest income”. The Company believes the most directly comparable GAAP financial measure is the total of net interest income and non-interest income.

    “Core return on average assets” is defined as “Core net income” divided by average total assets. The Company believes the most directly comparable performance ratio derived from GAAP financial measures is return on average assets calculated by dividing net income by average total assets.

    “Core return on average tangible common equity” is defined as “Core net income” divided by average “tangible common equity.” The Company believes the most directly comparable performance ratio derived from GAAP financial measures is return on average equity calculated by dividing net income by average total stockholders’ equity.

    “Super-core deposits” are defined as total deposits from commercial and consumer customers, with a relationship length of greater than 5 years. The Company believes the most directly comparable GAAP financial measure is total deposits.

    “Tangible assets” are defined as total assets excluding, as applicable, goodwill and core deposit intangibles. The Company believes the most directly comparable GAAP financial measure is total assets.

    “Tangible common equity”, and “Tangible book value” are defined as stockholders’ equity excluding, as applicable, minority interests, goodwill and core deposit intangibles. The Company believes that the most directly comparable GAAP financial measure is total stockholders’ equity.

    “Traditional securities” is defined as total investment securities excluding PACE assessments. The Company believes the most directly comparable GAAP financial measure is total investment securities.

    Forward-Looking Statements

    Statements included in this release that are not historical in nature are intended to be, and are hereby identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act, Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally can be identified through the use of forward-looking terminology such as “may,” “will,” “anticipate,” “aspire,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “in the future,” “may” and “intend,” as well as other similar words and expressions of the future. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, any or all of which could cause actual results to differ materially from the results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to:

    1. uncertain conditions in the banking industry and in national, regional and local economies in core markets, which may have an adverse impact on business, operations and financial performance;
    2. deterioration in the financial condition of borrowers resulting in significant increases in credit losses and provisions for those losses;
    3. deposit outflows and subsequent declines in liquidity caused by factors that could include lack of confidence in the banking system, a deterioration in market conditions or the financial condition of depositors;
    4. changes in deposits, including an increase in uninsured deposits;
    5. ability to maintain sufficient liquidity to meet deposit and debt obligations as they come due, which may require that the Company sell investment securities at a loss, negatively impacting net income, earnings and capital;
    6. unfavorable conditions in the capital markets, which may cause declines in stock price and the value of investments;
    7. negative economic and political conditions that adversely affect the general economy, housing prices, the real estate market, the job market, consumer confidence, the financial condition of borrowers and consumer spending habits, which may affect, among other things, the level of non-performing assets, charge-offs and provision expense;
    8. fluctuations or unanticipated changes in the interest rate environment including changes in net interest margin or changes in the yield curve that affect investments, loans or deposits;
    9. the general decline in the real estate and lending markets, particularly in commercial real estate in the Company’s market areas, and the effects of the enactment of or changes to rent-control and other similar regulations on multi-family housing;
    10. potential implementation by the current presidential administration of a regulatory reform agenda that is significantly different from that of the prior presidential administration, impacting the rule making, supervision, examination and enforcement of the banking regulation agencies;
    11. changes in U.S. trade policies and other global political factors beyond the Company’s control, including the imposition of tariffs, which raise economic uncertainty, potentially leading to slower growth and a decrease in loan demand;
    12. the outcome of legal or regulatory proceedings that may be instituted against us;
    13. inability to achieve organic loan and deposit growth and the composition of that growth;
    14. composition of the Company’s loan portfolio, including any concentration in industries or sectors that may experience unanticipated or anticipated adverse conditions greater than other industries or sectors in the national or local economies in which the Company operates;
    15. inaccuracy of the assumptions and estimates the Company makes and policies that the Company implements in establishing the allowance for credit losses;
    16. changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments;
    17. any matter that would cause the Company to conclude that there was impairment of any asset, including intangible assets;
    18. limitations on the ability to declare and pay dividends;
    19. the impact of competition with other financial institutions, including pricing pressures and the resulting impact on results, including as a result of compression to net interest margin;
    20. increased competition for experienced members of the workforce including executives in the banking industry;
    21. a failure in or breach of operational or security systems or infrastructure, or those of third party vendors or other service providers, including as a result of unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches;
    22. increased regulatory scrutiny and exposure from the use of “big data” techniques, machine learning, and artificial intelligence;
    23. a downgrade in the Company’s credit rating;
    24. “greenwashing claims” against the Company and environmental, social, and governance (“ESG”) products and increased scrutiny and political opposition to ESG and diversity, equity, and inclusion (“DEI”) practices;
    25. any unanticipated or greater than anticipated adverse conditions (including the possibility of earthquakes, wildfires, and other natural disasters) affecting the markets in which the Company operates;
    26. physical and transitional risks related to climate change as they impact the business and the businesses that the Company finances;
    27. future repurchase of the Company’s shares through the Company’s common stock repurchase program; and
    28. descriptions of assumptions underlying or relating to any of the foregoing.

    Additional factors which could affect the forward-looking statements can be found in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC and available on the SEC’s website at https://www.sec.gov/. The Company disclaims any obligation to update or revise any forward-looking statements contained in this release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.

    Investor Contact:
    Jamie Lillis
    Solebury Strategic Communications
    shareholderrelations@amalgamatedbank.com
    800-895-4172

    Consolidated Statements of Income (unaudited)

      Three Months Ended   Six Months Ended
     
      June 30,   March 31,   June 30,   June 30,
     
    ($ in thousands) 2025   2025   2024   2025   2024  
    INTEREST AND DIVIDEND INCOME                                        
    Loans $ 58,723     $ 57,843     $ 51,293     $ 116,566     $ 103,245    
    Securities   43,737       41,653       44,978       85,390       87,368    
    Interest-bearing deposits in banks   1,639       1,194       2,690       2,833       5,282    
             Total interest and dividend income   104,099       100,690       98,961       204,789       195,895    
    INTEREST EXPENSE                                        
    Deposits   30,593       28,917       28,882       59,510       54,773    
    Borrowed funds   597       1,196       887       1,793       3,893    
             Total interest expense   31,190       30,113       29,769       61,303       58,666    
    NET INTEREST INCOME   72,909       70,577       69,192       143,486       137,229    
    Provision for credit losses   4,890       596       3,161       5,486       4,749    
             Net interest income after provision for credit losses   68,019       69,981       66,031       138,000       132,480    
    NON-INTEREST INCOME                                        
    Trust Department fees   3,879       4,191       3,657       8,069       7,511    
    Service charges on deposit accounts   3,873       3,438       8,614       7,311       14,750    
    Bank-owned life insurance income   796       626       615       1,422       1,224    
    Losses on sale of securities and other assets   (1,041 )     (680 )     (2,691 )     (1,721 )     (5,465 )  
    Gain (loss) on sale of loans and changes in fair value on loans held-
    for-sale, net
      18       832       69       850       116    
    Equity method investments income (loss)   51       (2,508 )     (1,551 )     (2,458 )     521    
    Other income   449       507       545       957       830    
             Total non-interest income   8,025       6,406       9,258       14,430       19,487    
    NON-INTEREST EXPENSE                                        
    Compensation and employee benefits   23,240       23,314       23,045       46,554       45,318    
    Occupancy and depreciation   3,476       3,293       3,379       6,768       6,283    
    Professional fees   3,283       4,739       2,332       8,022       4,708    
    Technology   5,485       5,619       4,786       11,103       9,415    
    Office maintenance and depreciation   570       629       580       1,199       1,243    
    Amortization of intangible assets   144       144       182       287       365    
    Advertising and promotion   412       51       1,175       463       2,394    
    Federal deposit insurance premiums   900       900       1,050       1,800       2,100    
    Other expense   3,074       2,961       2,983       6,038       5,838    
             Total non-interest expense   40,584       41,650       39,512       82,234       77,664    
    Income before income taxes   35,460       34,737       35,777       70,196       74,303    
    Income tax expense   9,471       9,709       9,024       19,179       20,301    
             Net income $ 25,989     $ 25,028     $ 26,753     $ 51,017     $ 54,002    
    Earnings per common share – basic $ 0.85     $ 0.82     $ 0.88     $ 1.67     $ 1.77    
    Earnings per common share – diluted $ 0.84     $ 0.81     $ 0.87     $ 1.65     $ 1.75    
     

    Consolidated Statements of Financial Condition

    ($ in thousands) June 30, 2025   March 31, 2025   December 31, 2024

     
    Assets (unaudited)   (unaudited)      
    Cash and due from banks $ 4,049     $ 4,196     $ 4,042    
    Interest-bearing deposits in banks   167,017       61,518       56,707    
    Total cash and cash equivalents   171,066       65,714       60,749    
    Securities:                        
    Available for sale, at fair value                        
             Traditional securities   1,713,077       1,546,127       1,477,047    
             Property Assessed Clean Energy (“PACE”) assessments   178,247       161,147       152,011    
        1,891,324       1,707,274       1,629,058    
    Held-to-maturity, at amortized cost:                        
    Traditional securities, net of allowance for credit losses of $47, $47, and $49,
    respectively
      529,418       535,065       542,246    
    PACE assessments, net of allowance for credit losses of $657, $654, and $655,
    respectively
      1,037,220       1,038,052       1,043,959    
        1,566,638       1,573,117       1,586,205    
                             
    Loans held for sale   2,545       3,667       37,593    
    Loans receivable, net of deferred loan origination fees and costs   4,714,344       4,677,506       4,672,924    
    Allowance for credit losses   (58,998 )     (57,676 )     (60,086 )  
    Loans receivable, net   4,655,346       4,619,830       4,612,838    
                             
    Resell agreements   57,040       41,651       23,741    
    Federal Home Loan Bank of New York (“FHLBNY”) stock, at cost   5,277       4,679       15,693    
    Accrued interest receivable   55,509       55,092       61,172    
    Premises and equipment, net   8,823       7,366       6,386    
    Bank-owned life insurance   108,465       108,652       108,026    
    Right-of-use lease asset   11,379       12,477       14,231    
    Deferred tax asset, net   33,685       33,799       42,437    
    Goodwill   12,936       12,936       12,936    
    Intangible assets, net   1,200       1,343       1,487    
    Equity method investments   5,110       5,639       8,482    
    Other assets   34,995       31,991       35,858    
             Total assets $ 8,621,338     $ 8,285,227     $ 8,256,892    
    Liabilities                        
    Deposits   7,733,272       7,412,072       7,180,605    
    Borrowings   75,457       69,676       314,409    
    Operating leases   15,395       17,190       19,734    
    Other liabilities   43,230       50,293       34,490    
             Total liabilities   7,867,354       7,549,231       7,549,238    
    Stockholders’ equity                        
    Common stock, par value $0.01 per share   310       309       308    
    Additional paid-in capital   290,256       288,539       288,656    
    Retained earnings   522,405       500,783       480,144    
    Accumulated other comprehensive loss, net of income taxes   (42,982 )     (47,308 )     (58,637 )  
    Treasury stock, at cost   (16,005 )     (6,327 )     (2,817 )  
             Total stockholders’ equity   753,984       735,996       707,654    
             Total liabilities and stockholders’ equity $ 8,621,338     $ 8,285,227     $ 8,256,892    
     

    Select Financial Data

      As of and for the
    Three Months Ended
      As of and for the
    Six Months Ended

     
      June 30,   March 31,   June 30,   June 30,
     
    (Shares in thousands) 2025   2025   2024   2025   2024  
    Selected Financial Ratios and Other Data:                              
    Earnings per share                              
    Basic $ 0.85   $ 0.82   $ 0.88   $ 1.67   $ 1.77  
    Diluted   0.84     0.81     0.87     1.65     1.75  
    Core net income (non-GAAP)                              
    Basic $ 0.88   $ 0.88   $ 0.86   $ 1.77   $ 1.70  
    Diluted   0.88     0.88     0.85     1.75     1.68  
    Book value per common share (excluding minority interest) $ 24.79   $ 23.98   $ 21.09   $ 24.79   $ 21.09  
    Tangible book value per share (non-GAAP) $ 24.33   $ 23.51   $ 20.61   $ 24.33   $ 20.61  
    Common shares outstanding, par value $0.01 per share(1)   30,412     30,697     30,630     30,412     30,630  
    Weighted average common shares outstanding, basic   30,558     30,682     30,551     30,619     30,513  
    Weighted average common shares outstanding, diluted   30,758     30,946     30,832     30,872     30,789  
     
    (1) 70,000,000 shares authorized; 30,983,139, 30,940,480, and 30,743,666 shares issued for the periods ended June 30, 2025, March 31, 2025, and June 30, 2024 respectively, and 30,412,241, 30,696,940, and 30,630,386 shares outstanding for the periods ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively.
     

    Select Financial Data

      As of and for the
    Three Months Ended
      As of and for the
    Six Months Ended

     
      June 30,   March 31,   June 30,   June 30,
     
      2025   2025   2024   2025   2024  
    Selected Performance Metrics:                              
    Return on average assets 1.23 %   1.22 %   1.30 %   1.23 %   1.33 %  
    Core return on average assets (non-GAAP) 1.28 %   1.33 %   1.27 %   1.30 %   1.27 %  
    Return on average equity 14.06 %   14.05 %   17.27 %   14.06 %   17.75 %  
    Core return on average tangible common equity (non-GAAP) 14.90 %   15.54 %   17.34 %   15.21 %   17.46 %  
    Average equity to average assets 8.78 %   8.71 %   7.53 %   8.75 %   7.48 %  
    Tangible common equity to tangible assets (non-GAAP) 8.60 %   8.73 %   7.66 %   8.60 %   7.66 %  
    Loan yield 5.05 %   5.00 %   4.68 %   5.03 %   4.72 %  
    Securities yield 5.11 %   5.15 %   5.22 %   5.13 %   5.21 %  
    Deposit cost 1.62 %   1.59 %   1.55 %   1.61 %   1.51 %  
    Net interest margin 3.55 %   3.55 %   3.46 %   3.55 %   3.47 %  
    Efficiency ratio (1) 50.14 %   54.10 %   50.37 %   52.07 %   49.56 %  
    Core efficiency ratio (non-GAAP) 49.21 %   52.11 %   50.80 %   50.64 %   50.60 %  
                                   
    Asset Quality Ratios:                              
    Nonaccrual loans to total loans 0.74 %   0.70 %   0.78 %   0.74 %   0.78 %  
    Nonperforming assets to total assets 0.41 %   0.41 %   0.43 %   0.41 %   0.43 %  
    Allowance for credit losses on loans to nonaccrual loans 170.02 %   175.07 %   182.83 %   170.02 %   182.83 %  
    Allowance for credit losses on loans to total loans 1.25 %   1.23 %   1.42 %   1.25 %   1.42 %  
    Annualized net charge-offs to average loans 0.30 %   0.22 %   0.25 %   0.26 %   0.22 %  
                                   
    Liquidity Ratios:                              
    2 day Liquidity Coverage of Uninsured Deposits % 96.73 %   93.75 %   100.83 %   96.73 %   100.83 %  
    Cash and Borrowing Capacity Coverage of Uninsured, Non-Supercore
    Deposits (%)
    167.94 %   163.71 %   174.24 %   167.94 %   174.24 %  
                                   
    Capital Ratios:                              
    Tier 1 leverage capital ratio 9.22 %   9.22 %   8.42 %   9.22 %   8.42 %  
    Tier 1 risk-based capital ratio 14.13 %   14.27 %   13.48 %   14.13 %   13.48 %  
    Total risk-based capital ratio 16.43 %   16.61 %   16.04 %   16.43 %   16.04 %  
    Common equity tier 1 capital ratio 14.13 %   14.27 %   13.48 %   14.13 %   13.48 %  
     
    (1) Efficiency ratio is calculated by dividing total non-interest expense by the sum of net interest income and total non-interest income.
     

    Loan and PACE Assessments Portfolio Composition

    (In thousands) At June 30, 2025   At March 31, 2025   At June 30, 2024
     
      Amount   % of total   Amount   % of total   Amount   % of total
     
    Commercial portfolio:                                          
    Commercial and industrial $ 1,196,804     25.4 %   $ 1,183,297     25.3 %   $ 1,012,400     22.6 %  
    Multifamily   1,406,193     29.8 %     1,371,950     29.4 %     1,230,545     27.5 %  
    Commercial real estate   422,068     9.0 %     409,004     8.7 %     377,484     8.4 %  
    Construction and land development   20,330     0.4 %     20,690     0.4 %     23,254     0.5 %  
    Total commercial portfolio   3,045,395     64.6 %     2,984,941     63.8 %     2,643,683     59.0 %  
                                               
    Retail portfolio:                                          
    Residential real estate lending   1,292,013     27.4 %     1,303,856     27.9 %     1,404,624     31.4 %  
    Consumer solar   345,604     7.3 %     356,601     7.6 %     385,567     8.6 %  
    Consumer and other   31,332     0.7 %     32,108     0.7 %     37,965     1.0 %  
    Total retail portfolio   1,668,949     35.4 %     1,692,565     36.2 %     1,828,156     41.0 %  
    Total loans held for investment   4,714,344     100.0 %     4,677,506     100.0 %     4,471,839     100.0 %  
                                               
    Allowance for credit losses   (58,998 )           (57,676 )           (63,444 )        
    Loans receivable, net $ 4,655,346           $ 4,619,830           $ 4,408,395          
                                               
    PACE assessments:                                          
    Available for sale, at fair value                                          
    Residential PACE assessments   178,247     14.7 %     161,147     13.4 %     112,923     9.7 %  
                                               
    Held-to-maturity, at amortized cost                                          
    Commercial PACE assessments   278,006     22.9 %     271,200     22.6 %     256,663     22.0 %  
    Residential PACE assessments   759,871     62.4 %     767,507     64.0 %     798,561     68.4 %  
    Total Held-to-maturity PACE
    assessments
      1,037,877     85.3 %     1,038,707     86.6 %     1,055,224     90.4 %  
    Total PACE assessments   1,216,124     100.0 %     1,199,854     100.0 %     1,168,147     100.0 %  
                                               
    Allowance for credit losses   (657 )           (654 )           (655 )        
    Total PACE assessments, net $ 1,215,467           $ 1,199,200           $ 1,167,492          
                                               
    Loans receivable, net and total PACE
    assessments, net as a % of Deposits
      75.9 %           78.5 %           74.9 %        
    Loans receivable, net and total PACE
    assessments, net as a % of Deposits
    excluding Brokered CDs
      75.9 %           78.5 %           76.4 %        
     

    Net Interest Income Analysis

      Three Months Ended
     
      June 30, 2025   March 31, 2025   June 30, 2024
     
    (In thousands) Average
    Balance
      Income /
    Expense
      Yield /
    Rate
      Average
    Balance
      Income /
    Expense
      Yield /
    Rate
      Average
    Balance
      Income /
    Expense
      Yield /
    Rate
     
                                                           
    Interest-earning assets:                                                      
    Interest-bearing deposits in banks $ 161,965   $ 1,639   4.06 %   $ 121,321   $ 1,194   3.99 %   $ 213,725   $ 2,690   5.06 %  
    Securities(1)   3,361,812     42,850   5.11 %     3,220,590     40,867   5.15 %     3,308,881     42,937   5.22 %  
    Resell agreements   52,621     887   6.76 %     30,169     786   10.57 %     122,618     2,041   6.69 %  
    Loans receivable, net (2)   4,659,667     58,723   5.05 %     4,695,264     57,843   5.00 %     4,406,843     51,293   4.68 %  
    Total interest-earning assets   8,236,065     104,099   5.07 %     8,067,344     100,690   5.06 %     8,052,067     98,961   4.94 %  
    Non-interest-earning assets:                                                      
    Cash and due from banks   5,622                 5,045                 6,371              
    Other assets   203,992                 220,589                 217,578              
    Total assets $ 8,445,679               $ 8,292,978               $ 8,276,016              
                                                           
    Interest-bearing liabilities:                                                      
    Savings, NOW and money market
    deposits
    $ 4,457,620   $ 28,653   2.58 %   $ 4,242,786   $ 26,806   2.56 %   $ 3,729,858   $ 24,992   2.69 %  
    Time deposits   218,835     1,940   3.56 %     232,683     2,111   3.68 %     210,565     1,898   3.63 %  
    Brokered CDs         0.00 %           0.00 %     156,086     1,992   5.13 %  
    Total interest-bearing deposits   4,676,455     30,593   2.62 %     4,475,469     28,917   2.62 %     4,096,509     28,882   2.84 %  
    Borrowings   75,741     597   3.16 %     134,340     1,196   3.61 %     104,560     887   3.41 %  
    Total interest-bearing liabilities   4,752,196     31,190   2.63 %     4,609,809     30,113   2.65 %     4,201,069     29,769   2.85 %  
    Non-interest-bearing liabilities:                                                      
    Demand and transaction deposits   2,895,845                 2,901,061                 3,390,941              
    Other liabilities   56,203                 59,728                 60,982              
    Total liabilities   7,704,244                 7,570,598                 7,652,992              
    Stockholders’ equity   741,435                 722,380                 623,024              
    Total liabilities and stockholders’
    equity
    $ 8,445,679               $ 8,292,978               $ 8,276,016              
                                                           
    Net interest income / interest rate
    spread
          $ 72,909   2.44 %         $ 70,577   2.41 %         $ 69,192   2.09 %  
    Net interest-earning assets / net
    interest margin
    $ 3,483,869         3.55 %   $ 3,457,535         3.55 %   $ 3,850,998         3.46 %  
                                                           
    Total deposits excluding Brokered
    CDs / total cost of deposits excluding
    Brokered CDs
    $ 7,572,300         1.62 %   $ 7,376,530         1.59 %   $ 7,331,364         1.48 %  
    Total deposits / total cost of deposits $ 7,572,300         1.62 %   $ 7,376,530         1.59 %   $ 7,487,450         1.55 %  
    Total funding / total cost of funds $ 7,648,041         1.64 %   $ 7,510,870         1.63 %   $ 7,592,010         1.58 %  
     
    (1) Includes Federal Home Loan Bank (FHLB) stock in the average balance, and dividend income on FHLB stock in interest income.
    (2) Includes prepayment penalty interest income in 2Q2025, 1Q2025, or 2Q2024 of $200,076, $0, and $0, respectively (in thousands).
     

    Net Interest Income Analysis

      Six Months Ended
     
      June 30, 2025   June 30, 2024
     
    (In thousands) Average
    Balance
      Income /
    Expense
      Yield /
    Rate
      Average
    Balance
      Income /
    Expense
      Yield /
    Rate
     
                                         
    Interest-earning assets:                                    
    Interest-bearing deposits in banks $ 141,756   $ 2,833   4.03 %   $ 209,547   $ 5,282   5.07 %  
    Securities   3,291,591     83,717   5.13 %     3,239,619     84,000   5.21 %  
    Resell agreements   41,457     1,673   8.14 %     100,814     3,368   6.72 %  
    Total loans, net (1)(2)   4,677,367     116,566   5.03 %     4,398,665     103,245   4.72 %  
    Total interest-earning assets   8,152,171     204,789   5.07 %     7,948,645     195,895   4.96 %  
    Non-interest-earning assets:                                    
    Cash and due from banks   5,335                 5,720              
    Other assets   212,245                 221,924              
    Total assets $ 8,369,751               $ 8,176,289              
                                         
    Interest-bearing liabilities:                                    
    Savings, NOW and money market deposits $ 4,350,797   $ 55,459   2.57 %   $ 3,660,704   $ 46,864   2.57 %  
    Time deposits   225,721     4,051   3.62 %     199,305     3,474   3.51 %  
    Brokered CDs         0.00 %     173,163     4,435   5.15 %  
    Total interest-bearing deposits   4,576,518     59,510   2.62 %     4,033,172     54,773   2.73 %  
    Borrowings   104,879     1,793   3.45 %     196,326     3,893   3.99 %  
    Total interest-bearing liabilities   4,681,397     61,303   2.64 %     4,229,498     58,666   2.79 %  
    Non-interest-bearing liabilities:                                    
    Demand and transaction deposits   2,898,439                 3,264,590              
    Other liabilities   57,955                 70,309              
    Total liabilities   7,637,791                 7,564,397              
    Stockholders’ equity   731,960                 611,892              
    Total liabilities and stockholders’ equity $ 8,369,751               $ 8,176,289              
                                         
    Net interest income / interest rate spread       $ 143,486   2.43 %         $ 137,229   2.17 %  
    Net interest-earning assets / net interest margin $ 3,470,774         3.55 %   $ 3,719,147         3.47 %  
                                         
    Total deposits excluding Brokered CDs / total cost of
    deposits excluding Brokered CDs
    $ 7,474,957         1.61 %   $ 7,124,599         1.42 %  
    Total deposits / total cost of deposits $ 7,474,957         1.61 %   $ 7,297,762         1.51 %  
    Total funding / total cost of funds $ 7,579,836         1.63 %   $ 7,494,088         1.57 %  
     
    (1) Includes Federal Home Loan Bank (FHLB) stock in the average balance, and dividend income on FHLB stock in interest income.
    (2) Includes prepayment penalty interest income in June YTD 2025 and June YTD 2024 of $200 thousand and $18 thousand, respectively.
     

    Deposit Portfolio Composition

      Three Months Ended
     
    (In thousands) June 30, 2025   March 31, 2025   June 30, 2024
     
      Ending
    Balance
      Average
    Balance
      Ending
    Balance
      Average
    Balance
      Ending
    Balance
      Average
    Balance

     
    Non-interest-bearing demand deposit accounts $ 2,810,489   $ 2,895,845   $ 2,895,757   $ 2,901,061   $ 3,445,068   $ 3,390,941  
    NOW accounts   177,494     177,312     187,078     177,827     192,452     191,253  
    Money market deposit accounts   4,216,318     3,950,346     3,772,423     3,739,548     3,093,644     3,202,365  
    Savings accounts   330,892     329,962     330,410     325,411     336,943     336,240  
    Time deposits   198,079     218,835     226,404     232,683     227,437     210,565  
    Brokered certificates of deposit (“CDs”)                   153,444     156,086  
    Total deposits $ 7,733,272   $ 7,572,300   $ 7,412,072   $ 7,376,530   $ 7,448,988   $ 7,487,450  
                                         
    Total deposits excluding Brokered CDs $ 7,733,272   $ 7,572,300   $ 7,412,072   $ 7,376,530   $ 7,295,544   $ 7,331,364  
     
      Three Months Ended
     
      June 30, 2025   March 31, 2025   June 30, 2024
     
    (In thousands) Average
    Rate
    Paid
    (1)
      Cost of
    Funds
      Average
    Rate
    Paid
    (1)
      Cost of
    Funds
      Average
    Rate
    Paid
    (1)
      Cost of
    Funds

     
                                         
    Non-interest bearing demand deposit accounts 0.00 %   0.00 %   0.00 %   0.00 %   0.00 %   0.00 %  
    NOW accounts 0.68 %   0.72 %   0.72 %   0.70 %   1.07 %   1.07 %  
    Money market deposit accounts 2.70 %   2.77 %   2.73 %   2.76 %   3.08 %   2.93 %  
    Savings accounts 1.32 %   1.30 %   1.28 %   1.28 %   1.67 %   1.37 %  
    Time deposits 3.22 %   3.56 %   3.52 %   3.68 %   3.50 %   3.63 %  
    Brokered CDs %   %   %   %   4.98 %   5.13 %  
    Total deposits 1.63 %   1.62 %   1.57 %   1.59 %   1.59 %   1.55 %  
                                         
    Interest-bearing deposits excluding Brokered CDs 2.56 %   2.62 %   2.58 %   2.62 %   2.88 %   2.74 %  
     
    (1) Average rate paid is calculated as the weighted average of spot rates on deposit accounts. Off-balance sheet deposits are excluded from all calculations shown.
     

    Asset Quality

    (In thousands) June 30, 2025   March 31, 2025   June 30, 2024
     
    Loans 90 days past due and accruing $   $   $  
    Nonaccrual loans held for sale   459     989     989  
    Nonaccrual loans – Commercial   27,501     27,872     23,778  
    Nonaccrual loans – Retail   7,199     5,072     10,924  
    Nonaccrual securities   6     7     29  
    Total nonperforming assets $ 35,165   $ 33,940   $ 35,720  
                       
    Nonaccrual loans:                  
    Commercial and industrial $ 12,501   $ 12,786   $ 8,428  
    Commercial real estate   3,893     3,979     4,231  
    Construction and land development   11,107     11,107     11,119  
    Total commercial portfolio   27,501     27,872     23,778  
                       
    Residential real estate lending   3,805     1,375     7,756  
    Consumer solar   3,193     3,479     2,794  
    Consumer and other   201     218     374  
    Total retail portfolio   7,199     5,072     10,924  
    Total nonaccrual loans $ 34,700   $ 32,944   $ 34,702  
     

    Credit Quality

      June 30, 2025   March 31, 2025   June 30, 2024
     
    ($ in thousands)                  
    Criticized and classified loans                  
    Commercial and industrial $ 64,305   $ 55,157   $ 53,940  
    Multifamily   11,324     8,540     10,242  
    Commercial real estate   3,893     3,979     8,311  
    Construction and land development   11,107     11,107     11,119  
    Residential real estate lending   3,805     1,375     7,756  
    Consumer solar   3,193     3,479     2,794  
    Consumer and other   201     218     374  
    Total loans $ 97,828   $ 83,855   $ 94,536  
     
    Criticized and classified loans to total loans                  
    Commercial and industrial 1.36 %   1.18 %   1.21 %  
    Multifamily 0.24 %   0.18 %   0.23 %  
    Commercial real estate 0.08 %   0.09 %   0.19 %  
    Construction and land development 0.24 %   0.24 %   0.25 %  
    Residential real estate lending 0.08 %   0.03 %   0.17 %  
    Consumer solar 0.07 %   0.07 %   0.06 %  
    Consumer and other %   %   0.01 %  
    Total loans 2.07 %   1.79 %   2.12 %  
     
      June 30, 2025   March 31, 2025   June 30, 2024
     
      Annualized
    net charge-
    offs
    (recoveries)
    to average
    loans
      ACL to total
    portfolio balance
      Annualized
    net charge-
    offs
    (recoveries)
    to average
    loans
      ACL to total
    portfolio balance
      Annualized
    net charge-
    offs
    (recoveries)
    to average
    loans
      ACL to total
    portfolio balance

     
    Commercial and industrial 0.32  %   1.42 %   0.28 %   1.29 %   0.32  %   1.44 %  
    Multifamily  %   0.20 %   %   0.23 %    %   0.38 %  
    Commercial real estate  %   0.49 %   %   0.39 %    %   0.40 %  
    Construction and land development  %   6.33 %   %   6.05 %    %   3.60 %  
    Residential real estate lending (0.01 )%   0.69 %   %   0.73 %   (0.18 )%   0.88 %  
    Consumer solar 2.91  %   7.26 %   1.90 %   7.01 %   2.57  %   7.00 %  
    Consumer and other 0.07  %   5.74 %   0.70 %   5.67 %   0.01  %   6.49 %  
    Total loans 0.30  %   1.25 %   0.22 %   1.23 %   0.25  %   1.42 %  
     

    Reconciliation of GAAP to Non-GAAP Financial Measures
    The information provided below presents a reconciliation of each of the non-GAAP financial measures to the most directly comparable GAAP financial measure.

      As of and for the
    Three Months Ended
      As of and for the
    Six Months Ended

     
    (in thousands) June 30, 2025   March 31, 2025   June 30, 2024   June 30, 2025   June 30, 2024
     
    Core operating revenue                                        
    Net Interest Income (GAAP) $ 72,909     $ 70,577     $ 69,192     $ 143,486     $ 137,229    
    Non-interest income (GAAP)   8,025       6,406       9,258       14,430       19,487    
    Add: Loss on Sale of Securities and Other Assets   1,041       680       2,691       1,721       5,465    
    Less: ICS One-Way Sell Fee Income(1)   (102 )     (9 )     (4,859 )     (111 )     (7,762 )  
    Less: Changes in fair value of loans held-for-sale(6)         (837 )           (837 )        
    Less: Subdebt repurchase gain(2)               (406 )           (406 )  
    Add: Tax (credits) depreciation on solar investments(3)   310       2,868       1,815       3,179       7    
    Core operating revenue (non-GAAP) $ 82,183     $ 79,685     $ 77,691       161,868       154,020    
                                             
    Core non-interest expense                                        
    Non-interest expense (GAAP) $ 40,584     $ 41,650     $ 39,512     $ 82,234     $ 77,664    
    Add: Gain on settlement of lease termination(4)                           499    
    Less: Severance costs(5)   (142 )     (125 )     (44 )     (267 )     (228 )  
    Core non-interest expense (non-GAAP) $ 40,442     $ 41,525     $ 39,468       81,967       77,935    
                                             
    Core net income                                        
    Net Income (GAAP) $ 25,989     $ 25,028     $ 26,753     $ 51,017     $ 54,002    
    Add: Loss on Sale of Securities and Other Assets   1,041       680       2,691       1,721       5,465    
    Less: ICS One-Way Sell Fee Income(1)   (102 )     (9 )     (4,859 )     (111 )     (7,762 )  
    Less: Changes in fair value of loans held-for-sale(6)         (837 )           (837 )        
    Less: Gain on settlement of lease termination(4)                           (499 )  
    Less: Subdebt repurchase gain(2)               (406 )           (406 )  
    Add: Severance costs(5)   142       125       44       267       228    
    Add: Tax (credits) depreciation on solar investments(3)   310       2,868       1,815       3,179       7    
    Less: Tax on notable items   (371 )     (731 )     180       (1,109 )     775    
    Core net income (non-GAAP) $ 27,009     $ 27,124     $ 26,218       54,127       51,810    
                                             
    Tangible common equity                                        
    Stockholders’ equity (GAAP) $ 753,984     $ 735,996     $ 646,112     $ 753,984     $ 646,112    
    Less: Minority interest               (133 )           (133 )  
    Less: Goodwill   (12,936 )     (12,936 )     (12,936 )     (12,936 )     (12,936 )  
    Less: Core deposit intangible   (1,200 )     (1,343 )     (1,852 )     (1,200 )     (1,852 )  
    Tangible common equity (non-GAAP) $ 739,848     $ 721,717     $ 631,191       739,848       631,191    
                                             
    Average tangible common equity                                        
    Average stockholders’ equity (GAAP) $ 741,435     $ 722,380     $ 623,024     $ 731,960     $ 611,892    
    Less: Minority interest               (133 )           (133 )  
    Less: Goodwill   (12,936 )     (12,936 )     (12,936 )     (12,936 )     (12,936 )  
    Less: Core deposit intangible   (1,270 )     (1,413 )     (1,941 )     (1,341 )     (2,032 )  
    Average tangible common equity (non-GAAP) $ 727,229     $ 708,031     $ 608,014       717,683       596,791    
     
    (1) Included in service charges on deposit accounts in the Consolidated Statements of Income.
    (2) Included in other income in the Consolidated Statements of Income.
    (3) Included in equity method investments income in the Consolidated Statements of Income.
    (4) Included in occupancy and depreciation in the Consolidated Statements of Income.
    (5) Included in compensation and employee benefits in the Consolidated Statements of Income.
    (6) Included in changes in fair value of loans held-for-sale in the Consolidated Statements of Income.
     

    The MIL Network

  • MIL-OSI Asia-Pac: Public alerted to fake tax emails

    Source: Hong Kong Information Services

    The Inland Revenue Department today issued an alert regarding fraudulent emails purportedly issued by the department, which invite recipients to claim tax refunds.

    Each fraudulent email provides a hyperlink to a website that seeks to obtain the recipient’s personal particulars and credit card information.

    Apart from stressing that it has no connection with such emails, the department said it reported the case to Police for further investigation.

    It also reminded the public not to open suspicious emails or visit the attached hyperlinks.

    MIL OSI Asia Pacific News

  • MIL-OSI: TransUnion Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    • Exceeded second quarter 2025 financial guidance across all key financial metrics
    • Delivered 9 percent organic constant currency revenue growth (10 percent reported) led by U.S. Financial Services
    • De-levered to 2.8x Leverage Ratio at quarter-end and repurchased $47 million shares through mid-July
    • Raising 2025 financial guidance, we now expect to deliver 6 to 7 percent revenue growth for the year on both a reported and organic constant currency basis

    CHICAGO, July 24, 2025 (GLOBE NEWSWIRE) — TransUnion (NYSE: TRU) (the “Company”) today announced financial results for the quarter ended June 30, 2025.

    Second Quarter 2025 Results

    Revenue:

    • Total revenue for the quarter was $1,140 million, an increase of 10 percent (10 percent on a constant currency basis and 9 percent on an organic constant currency basis), compared with the second quarter of 2024.

    Earnings:

    • Net income attributable to TransUnion was $110 million for the quarter, compared with $85 million for the second quarter of 2024. Diluted earnings per share was $0.56, compared with $0.44 in the second quarter of 2024. Net income attributable to TransUnion margin was 9.6 percent, compared with 8.2 percent in the second quarter of 2024.
    • Adjusted Net Income was $213 million for the quarter, compared with $193 million for the second quarter of 2024. Adjusted Diluted Earnings per Share was $1.08, compared with $0.99 in the second quarter of 2024.
    • Adjusted EBITDA was $407 million for the quarter, compared with $377 million for the second quarter of 2024, an increase of 8 percent (8 percent on a constant currency basis). Adjusted EBITDA margin was 35.7 percent, compared with 36.2 percent in the second quarter of 2024.

    “In the second quarter, TransUnion delivered strong results that again exceeded financial guidance,” said Chris Cartwright, President and CEO. “U.S. Markets revenue grew 10 percent, led by Financial Services and Insurance. International grew 6 percent on an organic constant currency basis, with India accelerating to 8 percent growth and Canada and Africa delivering double-digit growth.”

    “We are raising our 2025 guidance, reflecting strong results in the first half of the year and ongoing business momentum, balanced against continuing market uncertainty. We now expect revenue growth of 6 to 7 percent.”

    “After the last several years of investment, we are now focused on execution and value creation. Through our transformation, we now have more and better solutions than ever. We are already seeing the emerging benefits of our accelerated pace of innovation and believe we are well-positioned to drive a generation of industry-leading growth.”

    Second Quarter 2025 Segment Results

    Segment revenue and Adjusted EBITDA for the second quarter of 2025, which includes the revenue from Monevo in Consumer Interactive and United Kingdom and the corresponding Adjusted EBITDA in U.S. Markets and International, and the related growth rates compared with the second quarter of 2024 were as follows:

    (in millions) Second
    Quarter 2025
      Reported
    Growth Rate
      Constant
    Currency
    Growth Rate
      Organic
    Constant
    Currency
    Growth Rate
    U.S. Markets:              
    Financial Services $ 420   17 %   17 %   17 %
    Emerging Verticals   324   5 %   5 %   5 %
    Consumer Interactive   147   3 %   3 %   2 %
    Total U.S. Markets Revenue $ 890   10 %   10 %   10 %
                   
    U.S. Markets Adjusted EBITDA $ 337   7 %   7 %   7 %
                   
    International:              
    Canada $ 42   9 %   10 %   10 %
    Latin America   34   (1 )%   4 %   4 %
    United Kingdom   67   19 %   13 %   5 %
    Africa   18   15 %   14 %   14 %
    India   67   5 %   8 %   8 %
    Asia Pacific   24   (7 )%   (8 )%   (8 )%
    Total International Revenue $ 253   7 %   7 %   6 %
                   
    International Adjusted EBITDA $ 108   7 %   8 %   8 %
                           

    Liquidity and Capital Resources

    Cash and cash equivalents was $688 million at June 30, 2025 and $679 million at December 31, 2024.

    For the six months ended June 30, 2025, cash provided by operating activities was $344 million, compared with $349 million in 2024. The decrease in cash provided by operating activities was primarily due to higher income tax payments, the timing of accounts receivable collections and higher bonus payouts, mostly offset by improved operating performance and lower interest expense in 2025 compared with 2024. For the six months ended June 30, 2025, cash used in investing activities was $224 million, compared with $127 million in 2024. The increase in cash used in investing activities was primarily due to our acquisition of Monevo, a current year investment in a note receivable and an increase in capital expenditures. For the six months ended June 30, 2025, capital expenditures were $145 million, compared with $131 million in 2024. Capital expenditures as a percent of revenue represented 7% and 6%, respectively, for the six months ended June 30, 2025 and 2024. For the six months ended June 30, 2025, cash used in financing activities was $127 million, compared with $150 million in 2024. Cash used in financing activities was lower primarily due to higher debt repayments in 2024, partially offset by stock buybacks in 2025.

    Third Quarter and Full Year 2025 Outlook

    Our guidance is based on a number of assumptions that are subject to change, many of which are outside of the control of the Company, including general macroeconomic conditions, interest rates and inflation. There are numerous evolving factors that we may not be able to accurately predict. There can be no assurance that the Company will achieve the results expressed by this guidance.

        Three Months Ended September 30, 2025   Twelve Months Ended December 31, 2025
    (in millions, except per share data)   Low   High   Low   High
    Revenue, as reported   $ 1,115     $ 1,135     $ 4,432     $ 4,472  
    Revenue growth1:                
    As reported     3 %     5 %     6 %     7 %
    Constant currency1, 2     3 %     5 %     6 %     7 %
    Organic constant currency1, 3     2 %     4 %     6 %     7 %
                     
    Net income attributable to TransUnion   $ 78     $ 87     $ 412     $ 432  
    Net income attributable to TransUnion growth     14 %     28 %     45 %     52 %
    Net income attributable to TransUnion margin     7.0 %     7.7 %     9.3 %     9.7 %
                     
    Diluted Earnings per Share   $ 0.39     $ 0.44     $ 2.07     $ 2.18  
    Diluted Earnings per Share growth     13 %     27 %     43 %     51 %
                     
    Adjusted EBITDA, as reported5   $ 397     $ 411     $ 1,580     $ 1,610  
    Adjusted EBITDA growth, as reported4     1 %     4 %     5 %     7 %
    Adjusted EBITDA margin     35.6 %     36.2 %     35.7 %     36.0 %
                     
    Adjusted Diluted Earnings per Share5   $ 0.99     $ 1.04     $ 4.03     $ 4.14  
    Adjusted Diluted Earnings per Share growth   (5 )%     %     3 %     6 %
    1. Additional revenue growth assumptions:
      1. The impact of changing exchange rates is expected to have less than 0.5 point of headwind for Q3 2025 and less than 0.5 point of headwind for FY 2025.
      2. The impact of the recent acquisition is expected to have approximately 1 point of benefit for Q3 2025 and approximately 0.5 point of benefit for FY 2025.
      3. The impact of mortgage is expected to be approximately 2 points of benefit for Q3 2025 and 2 points of benefit for FY 2025.
      4. Constant currency growth rates assume foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates.
      5. Organic constant currency growth rates are constant currency growth excluding inorganic growth. Inorganic growth represents growth attributable to the first twelve months of activity for recent business acquisitions.
      6. Additional Adjusted EBITDA assumptions:
        1. The impact of changing foreign currency exchange rates is expected to have less than 0.5 point of headwind for Q3 2025 and less than 0.5 point of headwind for FY 2025.
        2. For a reconciliation of the above non-GAAP financial measures to the most directly comparable GAAP financial measures, refer to Schedule 7 of this Earnings Release.
        3. Earnings Webcast Details

          In conjunction with this release, TransUnion will host a conference call and webcast today at 8:30 a.m. Central Time to discuss the business results for the quarter and certain forward-looking information. This session and the accompanying presentation materials may be accessed at www.transunion.com/tru. A replay of the call will also be available at this website following the conclusion of the call.

          About TransUnion (NYSE: TRU)

          TransUnion is a global information and insights company with over 13,000 associates operating in more than 30 countries. We make trust possible by ensuring each person is reliably represented in the marketplace. We do this with a Tru™ picture of each person: an actionable view of consumers, stewarded with care. Through our acquisitions and technology investments we have developed innovative solutions that extend beyond our strong foundation in core credit into areas such as marketing, fraud, risk and advanced analytics. As a result, consumers and businesses can transact with confidence and achieve great things. We call this Information for Good® — and it leads to economic opportunity, great experiences and personal empowerment for millions of people around the world.

          http://www.transunion.com/business

          Availability of Information on TransUnion’s Website

          Investors and others should note that TransUnion routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the TransUnion Investor Relations website. While not all of the information that the Company posts to the TransUnion Investor Relations website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media and others interested in TransUnion to review the information that it shares on www.transunion.com/tru.

          Forward-Looking Statements

          This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of TransUnion’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Any statements made in this earnings release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including our guidance and descriptions of our business plans and strategies. These statements often include words such as “anticipate,” “expect,” “guidance,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “potential,” “continues,” “seeks,” “predicts,” or the negatives of these words and other similar expressions.

          Factors that could cause actual results to differ materially from those described in the forward-looking statements, or that could materially affect our financial results or such forward-looking statements include:

        • macroeconomic effects and changes in market conditions, including the impact of tariffs, inflation, risk of recession, and industry trends and adverse developments in the debt, consumer credit and financial services markets, including the impact on the carrying value of our assets in all of the markets where we operate;
        • our ability to provide competitive services and prices;
        • our ability to retain or renew existing agreements with large or long-term customers;
        • our ability to maintain the security and integrity of our data;
        • our ability to deliver services timely without interruption;
        • our ability to maintain our access to data sources;
        • government regulation and changes in the regulatory environment;
        • litigation or regulatory proceedings;
        • our approach to the use of artificial intelligence;
        • our ability to effectively manage our costs;
        • our efforts to execute our transformation plan and achieve the anticipated benefits and savings;
        • our ability to maintain effective internal control over financial reporting or disclosure controls and procedures;
        • economic and political stability in the United States and risks associated with the international markets where we operate;
        • our ability to effectively develop and maintain strategic alliances and joint ventures;
        • our ability to timely develop new services and the market’s willingness to adopt our new services;
        • our ability to manage and expand our operations and keep up with rapidly changing technologies;
        • our ability to acquire businesses, successfully secure financing for our acquisitions, timely consummate our acquisitions, successfully integrate the operations of our acquisitions, control the costs of integrating our acquisitions and realize the intended benefits of such acquisitions;
        • our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property;
        • our ability to defend our intellectual property from infringement claims by third parties;
        • the ability of our outside service providers and key vendors to fulfill their obligations to us;
        • further consolidation in our end-customer markets;
        • the increased availability of free or inexpensive consumer information;
        • losses against which we do not insure;
        • our ability to make timely payments of principal and interest on our indebtedness;
        • our ability to satisfy covenants in the agreements governing our indebtedness;
        • our ability to maintain our liquidity;
        • stock price volatility;
        • our dividend payments;
        • share repurchase plans;
        • dividend rate;
        • our reliance on key management personnel; and
        • changes in tax laws or adverse outcomes resulting from examination of our tax returns.

        There may be other factors, many of which are beyond our control, that may cause our actual results to differ materially from the forward-looking statements, including factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the Securities and Exchange Commission. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

        The forward-looking statements contained in this earnings release speak only as of the date of this earnings release. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this earnings release.

        For More Information

        TRANSUNION AND SUBSIDIARIES
        Consolidated Balance Sheets (Unaudited)
        (in millions, except per share data)
         
            June 30,
        2025
          December 31,
        2024
        Assets        
        Current assets:        
        Cash and cash equivalents   $ 687.5     $ 679.5  
        Trade accounts receivable, net of allowance of $27.4 and $19.9     895.9       798.9  
        Other current assets     322.3       323.4  
        Total current assets     1,905.7       1,801.8  
        Property, plant and equipment, net of accumulated depreciation and amortization of $536.4 and $506.3     228.5       203.5  
        Goodwill     5,256.7       5,144.3  
        Other intangibles, net of accumulated amortization of $2,522.2 and $2,294.5     3,238.7       3,257.5  
        Other assets     488.1       577.7  
        Total assets   $ 11,117.7     $ 10,984.8  
        Liabilities and stockholders’ equity        
        Current liabilities:        
        Trade accounts payable   $ 345.1     $ 294.6  
        Current portion of long-term debt     76.1       70.6  
        Other current liabilities     519.9       694.4  
        Total current liabilities     941.1       1,059.6  
        Long-term debt     5,060.4       5,076.6  
        Deferred taxes     370.7       415.3  
        Other liabilities     119.3       114.5  
        Total liabilities     6,491.5       6,666.0  
        Stockholders’ equity:        
        Preferred stock, $0.01 par value; 100.0 million shares authorized; none issued or outstanding as of June 30, 2025 and December 31, 2024, respectively            
        Common stock, $0.01 par value; 1.0 billion shares authorized at June 30, 2025 and December 31, 2024, 201.4 million and 201.5 million shares issued at June 30, 2025 and December 31, 2024, respectively, and 194.8 million and 194.9 million shares outstanding as of June 30, 2025 and December 31, 2024, respectively     2.0       2.0  
        Additional paid-in capital     2,600.7       2,558.9  
        Treasury stock at cost; 6.7 million and 6.6 million shares at June 30, 2025 and December 31, 2024, respectively     (342.0 )     (334.6 )
        Retained earnings     2,571.1       2,357.9  
        Accumulated other comprehensive loss     (311.6 )     (367.2 )
        Total TransUnion stockholders’ equity     4,520.2       4,217.0  
        Noncontrolling interests     106.0       101.8  
        Total stockholders’ equity     4,626.2       4,318.8  
        Total liabilities and stockholders’ equity   $ 11,117.7     $ 10,984.8  
        TRANSUNION AND SUBSIDIARIES
        Consolidated Statements of Operations (Unaudited)
        (in millions, except per share data)
         
            Three Months Ended June 30,   Six Months Ended June 30,
              2025       2024       2025       2024  
        Revenue   $ 1,139.7     $ 1,040.8     $ 2,235.5     $ 2,062.0  
        Operating expenses                
        Cost of services (exclusive of depreciation and amortization below)     469.9       406.7       915.5       813.0  
        Selling, general and administrative     335.0       310.8       591.8       616.4  
        Depreciation and amortization     142.7       132.9       281.6       266.9  
        Restructuring           8.1             26.3  
        Total operating expenses     947.5       858.4       1,788.9       1,722.4  
        Operating income     192.2       182.4       446.6       339.6  
        Non-operating income and (expense)                
        Interest expense     (55.7 )     (67.9 )     (111.8 )     (136.5 )
        Interest income     8.8       6.7       17.3       12.1  
        Earnings from equity method investments     5.0       4.6       9.3       9.3  
        Other income and (expense), net     6.6       (5.1 )     (10.8 )     (20.8 )
        Total non-operating income and (expense)     (35.4 )     (61.7 )     (96.0 )     (135.9 )
        Income before income taxes     156.8       120.7       350.5       203.7  
        Provision for income taxes     (44.4 )     (31.0 )     (85.4 )     (44.1 )
        Net income     112.4       89.7       265.1       159.7  
        Less: net income attributable to noncontrolling interests     (2.8 )     (4.7 )     (7.4 )     (9.5 )
        Net income attributable to TransUnion   $ 109.6     $ 85.0     $ 257.7     $ 150.1  
                         
        Basic earnings per common share from:                
        Net income attributable to TransUnion   $ 0.56     $ 0.44     $ 1.32     $ 0.77  
        Diluted earnings per common share from:                
        Net income attributable to TransUnion   $ 0.56     $ 0.44     $ 1.31     $ 0.77  
        Weighted-average shares outstanding:                
        Basic     195.0       194.2       195.0       194.2  
        Diluted     197.2       195.2       197.2       195.3  

        As a result of displaying amounts in millions, rounding differences may exist in the table above.

        TRANSUNION AND SUBSIDIARIES
        Consolidated Statements of Cash Flows (Unaudited)
        (in millions)
         
            Six Months Ended June 30,
              2025       2024  
        Cash flows from operating activities:        
        Net income   $ 265.1     $ 159.7  
        Adjustments to reconcile net income to net cash provided by operating activities:        
        Depreciation and amortization     281.6       266.9  
        Loss on repayment of loans           2.6  
        Deferred taxes     (54.1 )     (63.6 )
        Stock-based compensation     70.5       51.8  
        Other     29.1       19.5  
        Changes in assets and liabilities:        
        Trade accounts receivable     (98.4 )     (71.3 )
        Other current and long-term assets     8.0       45.1  
        Trade accounts payable     37.1       53.7  
        Other current and long-term liabilities     (195.1 )     (115.2 )
        Cash provided by operating activities     343.8       349.2  
        Cash flows from investing activities:        
        Capital expenditures     (145.4 )     (130.7 )
        Proceeds from sale/maturities of other investments     0.2        
        Investments in consolidated affiliates, net of cash acquired     (55.7 )      
        Investments in nonconsolidated affiliates and notes receivable     (25.0 )     (4.4 )
        Proceeds from the sale of investments in nonconsolidated affiliates           3.8  
        Other     2.2       4.8  
        Cash used in investing activities     (223.7 )     (126.5 )
        Cash flows from financing activities:        
        Proceeds from term loans           934.9  
        Repayments of term loans           (927.9 )
        Repayments of debt     (43.2 )     (99.4 )
        Debt financing fees           (13.5 )
        Dividends to shareholders     (45.1 )     (41.4 )
        Proceeds from issuance of common stock     10.5       12.4  
        Employee taxes paid on restricted stock units recorded as treasury stock     (7.4 )     (11.4 )
        Repurchase of common stock     (38.8 )      
        Distributions to noncontrolling interests     (3.3 )     (3.8 )
        Cash used in financing activities     (127.3 )     (150.1 )
        Effect of exchange rate changes on cash and cash equivalents     15.2       (5.6 )
        Net change in cash and cash equivalents     8.0       67.0  
        Cash and cash equivalents, beginning of period     679.5       476.2  
        Cash and cash equivalents, end of period   $ 687.5     $ 543.2  

        As a result of displaying amounts in millions, rounding differences may exist in the table above.


        TRANSUNION AND SUBSIDIARIES

        Non-GAAP Financial Measures

        We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio for all periods presented. These are important financial measures for the Company but are not financial measures as defined by GAAP. These financial measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of GAAP. Other companies in our industry may define or calculate these measures differently than we do, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, including operating income, operating margin, effective tax rate, net income attributable to the Company, diluted earnings per share or cash provided by operating activities. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are presented in the tables below.

        We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate as supplemental measures of our operating performance because these measures eliminate the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. These are measures frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours.

        Our board of directors and executive management team use Adjusted EBITDA as an incentive compensation measure for most eligible employees and Adjusted Diluted Earnings per Share as an incentive compensation measure for certain of our senior executives.

        Under the credit agreement governing our Senior Secured Credit Facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to our Leverage Ratio which is partially based on Adjusted EBITDA. Investors also use our Leverage Ratio to assess our ability to service our debt and make other capital allocation decisions.

        Consolidated Adjusted EBITDA

        Management has excluded the following items from net income attributable to TransUnion in order to calculate Adjusted EBITDA for the periods presented:

        • Net interest expense is the sum of interest expense and interest income as reported on our Consolidated Statements of Operations.
        • Provision for income taxes, as reported on our Consolidated Statements of Operations.
        • Depreciation and amortization, as reported on our Consolidated Statements of Operations.
        • Stock-based compensation is used as an incentive to engage and retain our employees. It is predominantly a non-cash expense. We exclude stock-based compensation because it may not correlate to the underlying performance of our business operations during the period since it is measured at the grant date fair value and it is subject to variability as a result of performance conditions and timing of grants. These expenses are reported within cost of services and selling, general and administrative on our Consolidated Statements of Operations.
        • Operating model optimization program represents employee separation costs, facility lease exit costs and other business process optimization expenses incurred in connection with the transformation plan discussed further in “Results of Operations – Factors Affecting Our Results of Operations” in our Quarterly Report on Form 10-Q for the three months ended June 30, 2025. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business. Further, these costs will vary and may not be comparable during the transformation initiative as we progress toward an optimized operating model. These costs are reported primarily in restructuring and selling, general and administrative on our Consolidated Statements of Operations.
        • Accelerated technology investment includes Project Rise and the final phase of our technology investment announced in November 2023. Project Rise was announced in February 2020 and was originally expected to be completed in 2022. Following our acquisition of Neustar in December 2021, we recognized the opportunity to take advantage of Neustar’s capabilities to enhance and complement our cloud-based technology already under development as part of Project Rise. As a result, we extended Project Rise’s timeline to 2024 and increased the total estimated cost to approximately $240 million. In November 2023, we announced our plans to further leverage Neustar’s technology to standardize and streamline our product delivery platforms and to build a single global platform for fulfillment of our product lines. The additional investment is expected to be approximately $90 million during 2024 and 2025 and represents the final phase of the technology investment in our global technology infrastructure and core customer applications. We expect that the accelerated technology investment will fundamentally transform our technology infrastructure by implementing a global cloud-based approach to streamline product development, increase the efficiency of ongoing operations and maintenance and enable a continuous improvement approach to avoid the need for another major technology overhaul in the foreseeable future. The unique effort to build a secure, reliable and performant hybrid cloud infrastructure requires us to dedicate separate resources in order to develop the new cloud-based infrastructure in parallel with our current on-premise environment by maintaining our existing technology team to ensure no disruptions to our customers. The costs associated with the accelerated technology investment are incremental and redundant costs that will not recur after the program has been completed and are not representative of our underlying operating performance. Therefore, we believe that excluding these costs from our non-GAAP measures provides a better reflection of our ongoing cost structure. These costs are primarily reported in cost of services and therefore do not include amounts that are capitalized as internally developed software.
        • Mergers and acquisitions, divestitures and business optimization expenses are non-recurring expenses associated with specific transactions (exploratory or executed) and consist of (i) transaction and integration costs, (ii) post-acquisition adjustments to contingent consideration or to assets and liabilities that occurred after the acquisition measurement period, (iii) fair value and impairment adjustments related to investments and call and put options, including gains or losses on a step acquisition, (iv) transition services agreement income, and (v) a loss on disposal of a business. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary depending upon the timing of such transactions. These expenses are reported in costs of services, selling, general and administrative and other income and (expenses), net, on our Consolidated Statements of Operations.
        • Net other adjustments principally relate to: (i) deferred loan fee expense from debt prepayments and refinancing, (ii) currency remeasurement on foreign operations, (iii) other debt financing expenses consisting primarily of revolving credit facility deferred financing fee amortization and commitment fees and expenses associated with ratings agencies and interest rate hedging, (iv) certain legal and regulatory expenses, net, and (v) other non-operating (income) expense. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business and create variability between periods based on the nature and timing of the expense or income. These costs are reported in selling, general and administrative and in non-operating income and expense, net as applicable based on their nature on our Consolidated Statements of Operations.

        Consolidated Adjusted EBITDA Margin

        Management defines Consolidated Adjusted EBITDA Margin as Consolidated Adjusted EBITDA divided by total revenue as reported.

        Adjusted Net Income

        Management has excluded the following items from net income attributable to TransUnion in order to calculate Adjusted Net Income for the periods presented:

        • Amortization of certain intangible assets represents non-cash amortization expenses related to assets that arose from our 2012 change in control transaction and business combinations occurring after our 2012 change in control. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary dependent upon the timing of the transactions that give rise to these assets. Amortization of intangible assets is included in depreciation and amortization on our Consolidated Statements of Operations.
        • Stock-based compensation (see Consolidated Adjusted EBITDA above)
        • Operating model optimization program (see Consolidated Adjusted EBITDA above)
        • Accelerated technology investment (see Consolidated Adjusted EBITDA above)
        • Mergers and acquisitions, divestiture and business optimization (see Consolidated Adjusted EBITDA above)
        • Net other is consistent with the definition in Consolidated Adjusted EBITDA above except that other debt financing expenses and certain other miscellaneous income and expense that are included in the adjustment to calculate Adjusted EBITDA are excluded in the adjustment made to calculate Adjusted Net Income.
        • Total adjustments for income taxes relates to the cumulative adjustments discussed below for Adjusted Provision for Income Taxes. This adjustment is made for the reasons indicated in Adjusted Provision for Income Taxes below. Adjustments related to the provision for income taxes are included in the line item by this name on our Consolidated Statements of operations.

        Adjusted Diluted Earnings Per Share

        Management defines Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted-average diluted shares outstanding.

        Adjusted Provision for Income Taxes

        Management has excluded the following items from our provision for income taxes for the periods presented:

        • Tax effect of above adjustments represents the income tax effect of the adjustments related to Adjusted Net Income described above. The tax rate applied to each adjustment is based on the nature of each line item. We include the tax effect of the adjustments made to Adjusted Net Income to provide a comprehensive view of our adjusted net income.
        • Excess tax expense (benefit) for stock-based compensation is the permanent difference between expenses recognized for book purposes and expenses recognized for tax purposes, in each case related to stock-based compensation expense. We exclude this amount from the Adjusted Provision for Income Taxes in order to be consistent with the exclusion of stock-based compensation from the calculation of Adjusted Net Income.
        • Other principally relates to (i) deferred tax adjustments, including rate changes, (ii) infrequent or unusual valuation allowance adjustments, (iii) return to provision, tax authority audit adjustments, and reserves related to prior periods, and (iv) other non-recurring items. We exclude these items because they create variability that impacts comparability between periods.

        Adjusted Effective Tax Rate

        Management defines Adjusted Effective Tax Rate as Adjusted Provision for Income Taxes divided by Adjusted income before income taxes. We calculate adjusted income before income taxes by excluding the pre-tax adjustments in the calculation of Adjusted Net Income discussed above and noncontrolling interest related to these pre-tax adjustments from income before income taxes.

        Leverage Ratio

        Management defines Leverage Ratio as net debt divided by Consolidated Adjusted EBITDA for the most recent twelve-month period including twelve months of Adjusted EBITDA from significant acquisitions. Net debt is defined as total debt less cash and cash equivalents as reported on the balance sheet as of the end of the period.

        This earnings release presents constant currency growth rates assuming foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates. This earnings release also presents organic constant currency growth rates, which assumes consistent foreign currency exchange rates between years and also eliminates the impact of our recent acquisitions. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates and the impacts of recent acquisitions.

        Free cash flow is defined as cash provided by operating activities less capital expenditures and is a measure we may refer to.

        Refer to Schedules 1 through 7 for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure.

        SCHEDULE 1
        TRANSUNION AND SUBSIDIARIES
        Revenue and Adjusted EBITDA growth rates as Reported, CC, and Organic CC
        (Unaudited)
         
            For the Three Months Ended June 30, 2025 compared with
        the Three Months Ended June 30, 2024
          For the Six Months Ended June 30, 2025 compared with
        the Six Months Ended June 30, 2024
            Reported   CC Growth1   Inorganic   Organic CC Growth2   Reported   CC Growth1   Inorganic   Organic CC Growth2
        Revenue:                                
        Consolidated   9.5 %   9.5 %   0.7 %   8.9 %   8.4 %   8.8 %   0.3 %   8.5 %
        U.S. Markets   10.0 %   10.0 %   0.3 %   9.8 %   9.3 %   9.3 %   0.1 %   9.2 %
        Financial Services   17.1 %   17.1 %   %   17.1 %   15.9 %   15.9 %   %   15.9 %
        Emerging Verticals   4.9 %   4.9 %   %   4.9 %   5.4 %   5.4 %   %   5.4 %
        Consumer Interactive   3.3 %   3.3 %   1.5 %   1.8 %   1.3 %   1.3 %   0.7 %   0.5 %
        International   7.4 %   7.4 %   2.0 %   5.5 %   4.9 %   6.7 %   1.0 %   5.7 %
        Canada   9.0 %   10.5 %   %   10.5 %   4.8 %   8.7 %   %   8.7 %
        Latin America   (1.0 )%   4.0 %   %   4.0 %   (0.8 )%   5.5 %   %   5.5 %
        United Kingdom   18.7 %   12.6 %   8.4 %   4.6 %   13.8 %   11.0 %   4.3 %   7.0 %
        Africa   15.0 %   13.7 %   %   13.7 %   13.5 %   11.7 %   %   11.7 %
        India   4.8 %   7.6 %   %   7.6 %   0.5 %   4.0 %   %   4.0 %
        Asia Pacific   (6.8 )%   (7.7 )%   %   (7.7 )%   %   %   %   %
                                         
        Adjusted EBITDA:                                
        Consolidated   8.1 %   8.3 %   %   8.3 %   9.4 %   10.2 %   %   10.2 %
        U.S. Markets   6.8 %   6.8 %   %   6.8 %   9.4 %   9.4 %   %   9.4 %
        International   7.2 %   8.0 %   %   7.9 %   4.9 %   7.6 %   %   7.6 %
        1. Constant Currency (“CC”) growth rates assume foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates.
        2. Organic CC growth rate is the CC growth rate less the inorganic growth rate.
        SCHEDULE 2
        TRANSUNION AND SUBSIDIARIES
        Consolidated and Segment Revenue, Adjusted EBITDA, and Adjusted EBITDA Margin (Unaudited)
        (dollars in millions)
         
          Three Months Ended June 30,   Six Months Ended June 30,
            2025       2024       2025       2024  
        Revenue:              
        U.S. Markets gross revenue              
        Financial Services $ 419.9     $ 358.7     $ 823.5     $ 710.4  
        Emerging Verticals   323.6       308.5       638.5       606.0  
        Consumer Interactive   146.9       142.1       285.1       281.5  
        U.S. Markets gross revenue $ 890.4     $ 809.3     $ 1,747.0     $ 1,597.8  
                       
        International gross revenue              
        Canada $ 42.3     $ 38.8     $ 80.1     $ 76.5  
        Latin America   34.1       34.5       66.9       67.4  
        United Kingdom   67.2       56.6       126.1       110.8  
        Africa   18.2       15.8       35.1       30.9  
        India   66.6       63.5       135.3       134.6  
        Asia Pacific   24.5       26.2       51.5       51.5  
        International gross revenue $ 252.9     $ 235.4     $ 495.0     $ 471.7  
                       
        Total gross revenue $ 1,143.2     $ 1,044.7     $ 2,242.1     $ 2,069.6  
                       
        Intersegment revenue eliminations              
        U.S. Markets $ (1.9 )   $ (2.4 )   $ (3.5 )   $ (4.7 )
        International   (1.6 )     (1.5 )     (3.1 )     (3.0 )
        Total intersegment revenue eliminations $ (3.5 )   $ (3.9 )   $ (6.6 )   $ (7.6 )
                       
        Total revenue as reported $ 1,139.7     $ 1,040.8     $ 2,235.5     $ 2,062.0  
                       
        Adjusted EBITDA:              
        U.S. Markets $ 337.2     $ 315.8     $ 657.4     $ 600.9  
        International   108.0       100.8       217.8       207.6  
        Corporate   (38.2 )     (40.0 )     (71.0 )     (73.8 )
        Adjusted EBITDA Margin:1              
        U.S. Markets   37.9 %     39.0 %     37.6 %     37.6 %
        International   42.7 %     42.8 %     44.0 %     44.0 %
        1. Segment Adjusted EBITDA Margins are calculated using segment gross revenue and segment Adjusted EBITDA. Consolidated Adjusted EBITDA Margin is calculated using total revenue as reported and consolidated Adjusted EBITDA.
          Three Months Ended June 30,   Six Months Ended June 30,
            2025       2024       2025       2024  
        Reconciliation of Net income attributable to TransUnion to consolidated Adjusted EBITDA:              
        Net income attributable to TransUnion $ 109.6     $ 85.0     $ 257.7     $ 150.1  
        Net interest expense   47.0       61.2       94.5       124.4  
        Provision for income taxes   44.4       31.0       85.4       44.1  
        Depreciation and amortization   142.7       132.9       281.6       266.9  
        EBITDA $ 343.7     $ 310.1     $ 719.2     $ 585.4  
        Adjustments to EBITDA:              
        Stock-based compensation   40.2       27.8       70.5       51.9  
        Mergers and acquisitions, divestitures and business optimization1   (4.6 )     0.7       13.2       9.8  
        Accelerated technology investment2   23.2       18.2       43.3       36.8  
        Operating model optimization program3   5.4       14.6       15.2       39.1  
        Net other4   (0.8 )     5.2       (57.3 )     11.7  
        Total adjustments to EBITDA $ 63.3     $ 66.5     $ 85.0     $ 149.3  
        Consolidated Adjusted EBITDA $ 407.0     $ 376.6     $ 804.1     $ 734.7  
                       
        Net income attributable to TransUnion margin   9.6 %     8.2 %     11.5 %     7.3 %
        Consolidated Adjusted EBITDA margin5   35.7 %     36.2 %     36.0 %     35.6 %

        As a result of displaying amounts in millions, rounding differences may exist in the tables above and footnotes below.

          1. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
            Three Months Ended June 30,   Six Months Ended June 30,
              2025       2024       2025       2024  
        Transaction and integration costs   $ 2.9     $ 1.2     $ 8.2     $ 3.4  
        Fair value and impairment adjustments     (7.6 )     0.7       5.0       0.8  
        Post-acquisition adjustments           (1.2 )           5.7  
        Total mergers and acquisitions, divestitures and business optimization   $ (4.6 )   $ 0.7     $ 13.2     $ 9.8  
          2. Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities, which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
            Three Months Ended June 30,   Six Months Ended June 30,
              2025       2024       2025       2024  
        Foundational Capabilities   $ 4.2     $ 8.3     $ 11.7     $ 15.0  
        Migration Management     19.0       8.7       31.6       18.8  
        Program Enablement           1.2             2.9  
        Total accelerated technology investment   $ 23.2     $ 18.2     $ 43.3     $ 36.8  
          3. Operating model optimization consisted of the following adjustments:
            Three Months Ended June 30,   Six Months Ended June 30,
              2025       2024       2025       2024  
        Employee separation   $     $ 7.9     $     $ 24.6  
        Facility exit           0.2             1.7  
        Business process optimization     5.4       6.5       15.2       12.8  
        Total operating model optimization   $ 5.4     $ 14.6     $ 15.2     $ 39.1  
          4. Net other consisted of the following adjustments:
            Three Months Ended June 30,   Six Months Ended June 30,
              2025       2024       2025       2024  
        Deferred loan fee expense from debt prepayments and refinancing   $     $ 6.0     $ (0.1 )   $ 9.1  
        Other debt financing expenses     0.6       0.6       1.1       1.1  
        Currency remeasurement on foreign operations     (1.5 )     (1.3 )     (2.1 )     1.3  
        Legal and regulatory expenses, net                 (56.0 )      
        Other non-operating (income) expense     0.2       (0.1 )     (0.1 )     0.2  
        Total other adjustments   $ (0.8 )   $ 5.2     $ (57.3 )   $ 11.7  
          5. Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.
        SCHEDULE 3
        TRANSUNION AND SUBSIDIARIES
        Adjusted Net Income and Adjusted Diluted Earnings Per Share (Unaudited)
        (in millions, except per share data)
         
            Three Months Ended June 30,   Six Months Ended June 30,
              2025       2024       2025       2024  
        Income attributable to TransUnion   $ 109.6     $ 85.0     $ 257.7     $ 150.1  
                         
        Weighted-average shares outstanding:                
        Basic     195.0       194.2       195.0       194.2  
        Diluted     197.2       195.2       197.2       195.3  
                         
        Basic earnings per common share from:                
        Net income attributable to TransUnion   $ 0.56     $ 0.44     $ 1.32     $ 0.77  
        Diluted earnings per common share from:                
        Net income attributable to TransUnion   $ 0.56     $ 0.44     $ 1.31     $ 0.77  
                         
        Reconciliation of Net income attributable to TransUnion to Adjusted Net Income:                
        Net income attributable to TransUnion   $ 109.6     $ 85.0     $ 257.7     $ 150.1  
        Adjustments before income tax items:                
        Amortization of certain intangible assets1     73.1       71.3       143.9       143.3  
        Stock-based compensation     40.2       27.8       70.5       51.9  
        Mergers and acquisitions, divestitures and business optimization2     (4.6 )     0.7       13.2       9.8  
        Accelerated technology investment3     23.2       18.2       43.3       36.8  
        Operating model optimization program4     5.4       14.6       15.2       39.1  
        Net other5     (1.5 )     4.8       (58.2 )     10.7  
        Total adjustments before income tax items   $ 135.6     $ 137.4     $ 227.9     $ 291.6  
        Total adjustments for income taxes6     (32.1 )     (29.4 )     (64.8 )     (69.7 )
        Adjusted Net Income   $ 213.1     $ 193.0     $ 420.7     $ 372.0  
                         
        Weighted-average shares outstanding:                
        Basic     195.0       194.2       195.0       194.2  
        Diluted     197.2       195.2       197.2       195.3  
                         
        Adjusted Earnings per Share:                
        Basic   $ 1.09     $ 0.99     $ 2.16     $ 1.92  
        Diluted   $ 1.08     $ 0.99     $ 2.13     $ 1.90  
            Three Months Ended June 30,   Six Months Ended June 30,
              2025       2024       2025       2024  
        Reconciliation of Diluted earnings per share from Net income attributable to TransUnion to Adjusted Diluted Earnings per Share:                
        Diluted earnings per common share from:                
        Net income attributable to TransUnion   $ 0.56     $ 0.44     $ 1.31     $ 0.77  
        Adjustments before income tax items:                
        Amortization of certain intangible assets1     0.37       0.37       0.73       0.73  
        Stock-based compensation     0.20       0.14       0.36       0.27  
        Mergers and acquisitions, divestitures and business optimization2     (0.02 )           0.07       0.05  
        Accelerated technology investment3     0.12       0.09       0.22       0.19  
        Operating model optimization program4     0.03       0.08       0.08       0.20  
        Net other5     (0.01 )     0.02       (0.30 )     0.05  
        Total adjustments before income tax items   $ 0.69     $ 0.70     $ 1.16     $ 1.49  
        Total adjustments for income taxes6     (0.16 )     (0.15 )     (0.33 )     (0.36 )
        Adjusted Diluted Earnings per Share   $ 1.08     $ 0.99     $ 2.13     $ 1.90  

        Each component of earnings per share is calculated independently, therefore, rounding differences exist in the table above.

          1. Consists of amortization of intangible assets from our 2012 change-in-control transaction and amortization of intangible assets established in business acquisitions after our 2012 change-in-control transaction.
          2. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
            Three Months Ended June 30,   Six Months Ended June 30,
              2025       2024       2025       2024  
        Transaction and integration costs   $ 2.9     $ 1.2     $ 8.2     $ 3.4  
        Fair value and impairment adjustments     (7.6 )     0.7       5.0       0.8  
        Post-acquisition adjustments           (1.2 )           5.7  
        Total mergers and acquisitions, divestitures and business optimization   $ (4.6 )   $ 0.7     $ 13.2     $ 9.8  
          3. Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
            Three Months Ended June 30,   Six Months Ended June 30,
              2025       2024       2025       2024  
        Foundational Capabilities   $ 4.2     $ 8.3     $ 11.7     $ 15.0  
        Migration Management     19.0       8.7       31.6       18.8  
        Program Enablement           1.2             2.9  
        Total accelerated technology investment   $ 23.2     $ 18.2     $ 43.3     $ 36.8  
          4. Operating model optimization consisted of the following adjustments:
            Three Months Ended June 30,   Six Months Ended June 30,
              2025       2024       2025       2024  
        Employee separation   $     $ 7.9     $     $ 24.6  
        Facility exit           0.2             1.7  
        Business process optimization     5.4       6.5       15.2       12.8  
        Total operating model optimization   $ 5.4     $ 14.6     $ 15.2     $ 39.1  
          5. Net other consisted of the following adjustments:
            Three Months Ended June 30,   Six Months Ended June 30,
              2025       2024       2025       2024  
        Deferred loan fee expense from debt prepayments and refinancing   $     $ 6.0     $ (0.1 )   $ 9.1  
        Currency remeasurement on foreign operations     (1.5 )     (1.3 )     (2.1 )     1.3  
        Legal and regulatory expenses, net                 (56.0 )      
        Other non-operating (income) and expense           0.1             0.3  
        Total other adjustments   $ (1.5 )   $ 4.8     $ (58.2 )   $ 10.7  
          6. Total adjustments for income taxes represents the total of adjustments discussed to calculate the Adjusted Provision for Income Taxes.
        SCHEDULE 4
        TRANSUNION AND SUBSIDIARIES
        Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate (Unaudited)
        (dollars in millions)
         
          Three Months Ended June 30,   Six Months Ended June 30,
            2025       2024       2025       2024  
        Income before income taxes $ 156.8     $ 120.7     $ 350.5     $ 203.7  
        Total adjustments before income tax items from Schedule 3   135.6       137.4       227.9       291.6  
        Adjusted income before income taxes $ 292.4     $ 258.1     $ 578.5     $ 495.3  
                       
        Reconciliation of Provision for income taxes to Adjusted Provision for Income Taxes:              
        Provision for income taxes   (44.4 )     (31.0 )     (85.4 )     (44.1 )
        Adjustments for income taxes:              
        Tax effect of above adjustments   (33.0 )     (31.7 )     (65.3 )     (66.7 )
        Eliminate impact of excess tax expense for stock-based compensation   (0.2 )     (0.1 )     0.3       0.9  
        Other1   1.1       2.5       0.2       (4.0 )
        Total adjustments for income taxes $ (32.1 )   $ (29.4 )   $ (64.8 )   $ (69.7 )
        Adjusted Provision for Income Taxes $ (76.5 )   $ (60.4 )   $ (150.3 )   $ (113.8 )
                       
        Effective tax rate   28.3 %     25.7 %     24.4 %     21.6 %
        Adjusted Effective Tax Rate   26.2 %     23.4 %     26.0 %     23.0 %

        As a result of displaying amounts in millions, rounding differences may exist in the table above.

          1. Other adjustments for income taxes include:
            Three Months Ended June 30,   Six Months Ended June 30,
              2025       2024       2025       2024  
        Deferred tax adjustments   $ (2.9 )   $     $ (7.4 )   $ (5.2 )
        Valuation allowance adjustments     (0.7 )           1.5       0.2  
        Return to provision, audit adjustments and reserves related to prior periods     3.9       3.3       4.9       2.3  
        Other adjustments     0.8       (0.8 )     1.2       (1.3 )
        Total other adjustments   $ 1.1     $ 2.5     $ 0.2     $ (4.0 )
        SCHEDULE 5
        TRANSUNION AND SUBSIDIARIES
        Leverage Ratio (Unaudited)
        (dollars in millions)
         
            Trailing Twelve Months Ended
        June 30, 2025
        Reconciliation of Net income attributable to TransUnion to Consolidated Adjusted EBITDA:    
        Net income attributable to TransUnion   $ 391.9  
        Net interest expense     206.8  
        Provision for income taxes     140.2  
        Depreciation and amortization     552.5  
        EBITDA   $ 1,291.4  
        Adjustments to EBITDA:    
        Stock-based compensation   $ 139.9  
        Mergers and acquisitions, divestitures and business optimization1     29.9  
        Accelerated technology investment2     90.8  
        Operating model optimization program3     71.0  
        Net other4     (47.2 )
        Total adjustments to EBITDA   $ 284.3  
        Consolidated Adjusted EBITDA     1,575.7  
        Adjusted EBITDA for Pre-Acquisition Period5     1.7  
        Leverage Ratio Adjusted EBITDA   $ 1,577.4  
             
        Total debt   $ 5,136.5  
        Less: Cash and cash equivalents     687.5  
        Net Debt   $ 4,449.0  
             
        Ratio of Net Debt to Net income attributable to TransUnion     11.4  
        Leverage Ratio     2.8  

        As a result of displaying amounts in millions, rounding differences may exist in the table above.

          1. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
            Trailing Twelve Months Ended
        June 30, 2025
        Transaction and integration costs   $ 16.0  
        Fair value and impairment adjustments     12.6  
        Post-acquisition adjustments     1.3  
        Total mergers and acquisitions, divestitures and business optimization   $ 29.9  
          2. Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
            Trailing Twelve Months Ended
        June 30, 2025
        Foundational Capabilities   $ 32.3  
        Migration Management     55.9  
        Program Enablement     2.5  
        Total accelerated technology investment   $ 90.8  
          3. Operating model optimization consisted of the following adjustments:
            Trailing Twelve Months Ended
        June 30, 2025
        Employee separation   $  
        Facility exit     40.5  
        Business process optimization     30.5  
        Total operating model optimization   $ 71.0  
          4. Net other consisted of the following adjustments:
            Trailing Twelve Months Ended
        June 30, 2025
        Deferred loan fee expense from debt prepayments and refinancings   $ 8.6  
        Other debt financing expenses     2.3  
        Currency remeasurement on foreign operations     (1.3 )
        Legal and regulatory expenses, net     (56.0 )
        Other non-operating (income) and expense     (0.8 )
        Total other adjustments   $ (47.2 )
          5. The trailing twelve months ended June 30, 2025 includes the nine months of Adjusted EBITDA related to Monevo prior to our acquisition in April 2025.
        SCHEDULE 6
        TRANSUNION AND SUBSIDIARIES
        Segment Depreciation and Amortization (Unaudited)
        (in millions)
         
          Three Months Ended June 30,   Six Months Ended June 30,
            2025         2024     2025       2024  
                       
        U.S. Markets $ 105.2     $   99.4   $ 206.4     $ 200.1  
        International   36.6         32.5     73.2       64.7  
        Corporate   0.9         1.0     2.0       2.0  
        Total depreciation and amortization $ 142.7     $   132.9   $ 281.6     $ 266.9  

        As a result of displaying amounts in millions, rounding differences may exist in the table above.

        SCHEDULE 7
        TRANSUNION AND SUBSIDIARIES
        Reconciliation of Non-GAAP Guidance (Unaudited)
        (in millions, except per share data)
         
          Three Months Ended September 30, 2025   Twelve Months Ended December 31, 2025
          Low   High   Low   High
        Guidance reconciliation of Net income attributable to TransUnion to Adjusted EBITDA:              
        Net income attributable to TransUnion $ 78     $ 87     $ 412     $ 432  
        Interest, taxes and depreciation and amortization   235       239       931       940  
        EBITDA $ 312     $ 326     $ 1,342     $ 1,372  
        Stock-based compensation, mergers, acquisitions divestitures and business optimization-related expenses and other adjustments1   85       85       238       238  
        Adjusted EBITDA $ 397     $ 411     $ 1,580     $ 1,610  
                       
        Net income attributable to TransUnion margin   7.0 %     7.7 %     9.3 %     9.7 %
        Consolidated Adjusted EBITDA margin2   35.6 %     36.2 %     35.7 %     36.0 %
                       
        Guidance reconciliation of Diluted earnings per share to Adjusted Diluted Earnings per Share:              
        Diluted earnings per share $ 0.39     $ 0.44     $ 2.07     $ 2.18  
        Adjustments to diluted earnings per share1   0.60       0.60       1.96       1.96  
        Adjusted Diluted Earnings per Share $ 0.99     $ 1.04     $ 4.03     $ 4.14  

        As a result of displaying amounts in millions, rounding differences may exist in the table above.

        1. These adjustments include the same adjustments we make to our Adjusted EBITDA and Adjusted Net Income as discussed in the Non-GAAP Financial Measures section of our Earnings Release.
        2. Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.

        The MIL Network

  • MIL-OSI: FirstCash Reports Record Second Quarter Operating Results; Strong Performance Across All Segments Drives Over 30% Year-to-Date EPS Growth; Increases Quarterly Cash Dividend 11%

    Source: GlobeNewswire (MIL-OSI)

    FORT WORTH, Texas, July 24, 2025 (GLOBE NEWSWIRE) — FirstCash Holdings, Inc. (“FirstCash” or the “Company”) (Nasdaq: FCFS), the leading international operator of more than 3,000 retail pawn stores and a leading provider of retail point-of-sale payment solutions, today announced operating results for the three and six month periods ended June 30, 2025. The Company also announced that the Board of Directors declared a quarterly cash dividend of $0.42 per share, an increase of 11% over the previous quarterly dividend, which will be paid in August 2025.

    Mr. Rick Wessel, chief executive officer, stated, “FirstCash is pleased to report outstanding earnings results for the second quarter and year-to-date periods. Pawn demand remains extremely robust, with local currency same-store pawn receivables up 13% in both the U.S. and Latin America, driving strong earnings growth for both segments. AFF posted growth in originations for the second quarter and a segment earnings increase of 46% versus last year. Driven by strong cash flows, the Board of Directors increased the quarterly cash dividend by 11%, which further reflects the strength of our business and long-term earnings prospects.”

    Additionally, the Company expects to complete its previously announced acquisition of H&T Group plc (“H&T”) by the end of the third quarter of 2025, subject to receipt of the required approvals by the Financial Conduct Authority of the United Kingdom (“FCA”) and satisfaction of the other remaining closing conditions. H&T is the largest pawnbroker in the U.K. with 285 locations and would represent FirstCash’s first operations in Europe.

    This release contains adjusted financial measures, which exclude certain non-operating and/or non-cash income and expenses, that are non-GAAP financial measures. Please refer to the descriptions and reconciliations to GAAP of these and other non-GAAP financial measures at the end of this release.

        Three Months Ended June 30,
        As Reported (GAAP)   Adjusted (Non-GAAP)
    In thousands, except per share amounts   2025   2024   2025   2024
    Revenue   $ 830,622   $ 831,012   $ 830,622   $ 831,012
    Net income   $ 59,805   $ 49,073   $ 79,620   $ 61,898
    Diluted earnings per share   $ 1.34   $ 1.08   $ 1.79   $ 1.37
    EBITDA (non-GAAP measure)   $ 132,753   $ 117,651   $ 145,129   $ 121,882
    Weighted-average diluted shares     44,552     45,289     44,552     45,289
        Six Months Ended June 30,
        As Reported (GAAP)   Adjusted (Non-GAAP)
    In thousands, except per share amounts   2025   2024   2025   2024
    Revenue   $ 1,667,045   $ 1,667,382   $ 1,667,045   $ 1,667,382
    Net income   $ 143,396   $ 110,441   $ 172,399   $ 132,087
    Diluted earnings per share   $ 3.21   $ 2.44   $ 3.86   $ 2.91
    EBITDA (non-GAAP measure)   $ 295,714   $ 250,238   $ 308,009   $ 253,474
    Weighted-average diluted shares     44,670     45,338     44,670     45,338
     

    Consolidated Operating Highlights

    • Diluted earnings per share for the second quarter increased 24% over the prior-year quarter on a GAAP basis while adjusted diluted earnings per share increased 31% compared to the prior-year quarter.
    • Year-to-date diluted earnings per share increased 32% over the prior-year period on a GAAP basis and adjusted diluted earnings per share increased 33% compared to the prior-year period.
    • Net income for the second quarter increased 22% over the prior-year quarter on a GAAP basis while adjusted net income increased 29% compared to the prior-year quarter.
    • Year-to-date net income increased 30% over the prior-year period on a GAAP basis and adjusted net income increased 31% compared to the prior-year period.
    • Adjusted EBITDA for the second quarter increased 19% compared to the prior-year quarter. On a year-to-date basis, adjusted EBITDA increased 22% compared to the comparative prior-year period.
    • For the trailing twelve month period ended June 30, 2025 the Company reported:
      • Revenues of $3.4 billion
      • Net income of $292 million on a GAAP basis and adjusted net income of $343 million
      • Adjusted EBITDA of $613 million
      • Operating cash flows of $555 million and adjusted free cash flows (a non-GAAP measure) of $267 million

    Store Base and Platform Growth

    • U.K. Pawn Acquisition Update
      • On July 2, 2025 the shareholders of H&T voted to approve the acquisition.
      • Pending approvals by the FCA and the satisfaction of other closing conditions, the Company expects the transaction to close by the end of the third quarter.
      • The total equity value for the H&T acquisition is approximately £291 million ($396 million USD using GBP/USD exchange rate of 1.36) which the Company intends to fund utilizing its revolving bank credit facility.
      • This combination of FirstCash and H&T will create the largest publicly traded pawn platform in the United States, Latin America and the United Kingdom with more than 3,300 total locations.
    • Other Pawn Store Additions
      • A total of 13 pawn locations were added in the second quarter and 25 stores added year-to-date.
      • Three U.S. stores were acquired in Illinois, bringing the total to 39 locations in that market. Additionally, one new location in Texas was opened during the second quarter. Year-to-date through June 30, 2025, a total of six new locations were opened or acquired in the U.S.
      • There were nine new store openings in Latin America, all of which are located in Mexico. Year-to-date through June 30, 2025, a total of 19 new locations were opened in Latin America.
      • The Company purchased the underlying real estate of 14 U.S. stores during the quarter, bringing the total number of company owned locations to 421 at quarter end.
      • As of June 30, 2025, the Company had 3,027 locations, comprised of 1,194 U.S. locations and 1,833 locations in Latin America. Additionally, two U.S. stores were acquired in July 2025 in separate transactions.
    • Retail POS Payment Solutions (AFF) Merchant Partnerships
      • At June 30, 2025, there were approximately 15,300 active retail and e-commerce merchant partner locations, representing a 19% increase in the number of active merchant locations compared to a year ago. Excluding furniture locations that closed in the prior year due to merchant partner bankruptcies, the number of active doors increased 29%.

    U.S. Pawn Segment Operating Results

    • Segment pre-tax operating income in the second quarter of 2025 was a record $98 million, an increase of $8 million, or 8%, compared to the prior-year quarter. The resulting segment pre-tax operating margin was 24% for the second quarter of 2025, which equaled the prior-year quarter.
    • Year-to-date segment pre-tax operating income increased by $24 million, or 13%, compared to the prior-year period. The pre-tax operating margin was 25% for the year-to-date period, which equaled the prior-year period.
    • Pawn receivables increased 12% in total at June 30, 2025 compared to the prior year, driven by an impressive 13% increase in same-store pawn receivables. On a two-year stacked basis, same-store pawn receivables were up 24%.
    • Pawn loan fees increased 9% for the second quarter both in total and on a same-store basis.
    • Retail merchandise sales increased 9% in the second quarter of 2025 compared to the prior-year quarter, while same-store retail sales increased 7% compared to the prior-year quarter.
    • Retail sales margins increased to 43% for the second quarter compared to 42% in the prior-year quarter. Annualized inventory turnover was 2.8 times for the trailing twelve months ended June 30, 2025, which equaled the inventory turnover during the same prior-year period. Inventories aged greater than one year at June 30, 2025 remained low at 2% of total inventories.

    Latin America Pawn Segment Operating Results

    Note: Certain growth rates below are calculated on a constant or local currency basis, a non-GAAP financial measure defined at the end of this release. The average Mexican peso to U.S. dollar exchange rate for the second quarter of 2025 was 19.5 pesos / dollar, an unfavorable change of 13% versus the comparable prior-year period, and for the six month period ended June 30, 2025 was 20.0 pesos / dollar, an unfavorable change of 17% versus the prior-year period.

    • Despite the 13% decrease in the average Mexican peso exchange rate, second quarter segment pre-tax operating income increased 10% on a U.S. dollar basis and totaled a record $41 million compared to last year. On a local currency basis, segment earnings increased 22% over last year, with resulting segment pre-tax operating margins of 20% for both measures, compared to 18% in the prior year.
    • Year-to-date segment pre-tax operating income totaled $72 million, a 5% increase on a U.S. dollar-basis compared to the prior-year period and an 18% increase on a local currency basis. The year-to-date pre-tax operating margin increased to 19% compared to 17% in the prior-year period.
    • Pawn receivables at June 30, 2025 increased 11% on a U.S. dollar basis while increasing 14% on a constant currency basis compared to the prior year. On a same-store basis, pawn receivables increased 10% on a U.S. dollar basis and increased 13% on a constant currency basis compared to the prior year.
    • While total and same-store pawn loan fees in the second quarter decreased 1% and 2% on a U.S. dollar-basis, respectively, they both increased 11% on a constant currency basis compared to the prior-year quarter.
    • Retail merchandise sales in the second quarter of 2025 increased 1% on a U.S. dollar-basis compared to the prior-year quarter while increasing 14% on a constant currency basis. On a same-store basis, second quarter retail merchandise sales were flat on a U.S. dollar basis while increasing 13% on a constant currency basis compared to the prior-year quarter.
    • Retail margins were 36% for the second quarter of 2025, which equaled the prior-year quarter. Annualized inventory turnover was 4.1 times for the trailing twelve months ended June 30, 2025 compared to 4.3 times in the prior-year period. Inventories aged greater than one year at June 30, 2025 remained extremely low at 1%.

    American First Finance (AFF) – Retail POS Payment Solutions Segment Operating Results

    • Second quarter segment pre-tax operating income totaled $38 million, an increase of 46% compared to the prior-year quarter. The growth in earnings was driven primarily by gross margin improvement and operating expense reductions. Year-to-date segment pre-tax operating income totaled $90 million, a 53% increase over the prior-year period which was $59 million.
    • While gross revenues for the second quarter decreased 14%, primarily due to the American Freight Warehouse (“A-Freight”) and Conn’s Home Plus (“Conn’s”) bankruptcies in late 2024, net revenue increased 2%, driven by growth in revenue from other merchant partners and lower net credit provisioning expenses.
    • Gross transaction volume of lease and loan originations during the second quarter increased 3%, compared to the second quarter of last year. Excluding 2024 originations from A-Freight and Conn’s, second quarter 2025 origination volume increased approximately 34%. For the year-to-date period, overall gross transaction volume decreased 2% over the same prior-year period and was up 29% excluding A-Freight and Conn’s.
    • As a percentage of the total gross transaction volume, the combined lease and loan loss provision expense was 29% for the second quarter of 2025 compared to 31% in the second quarter of 2024. The decrease reflected lower than expected charge-offs on older portfolio vintages which resulted in net reserve releases. The combined allowance as a percentage of combined leased merchandise and finance receivables at June 30, 2025 was 43% compared to 45% a year ago.
    • Operating expenses decreased 31% compared to the prior-year quarter, primarily due to the elimination of certain expenses associated with supporting the A-Freight and Conn’s relationships in the prior-year period along with continued realization of operating synergies, including greater efficiencies in technology and development infrastructure, coupled with other cost reduction initiatives.

    Cash Flow and Liquidity

    • Consolidated operating cash flows for the twelve month period ended June 30, 2025 grew 26% and totaled $555 million compared to $439 million in the same prior-year period, with significant contributions from each of the Company’s three business segments.
    • Adjusted free cash flows increased 21% to $267 million in the twelve month period ended June 30, 2025 compared to $220 million in the same prior-year period.
    • The operating cash flows helped fund significant growth in earning assets, continued investments in the pawn store platform and shareholder returns over the past twelve months with a nominal increase in net debt:
      • Pawn earning assets (pawn receivables and inventories) increased $99 million compared to last year.
      • A total of 15 pawn stores were acquired for a combined purchase price of $44 million.
      • 42 new pawn stores were added with a combined investment of $16 million in fixed assets and working capital.
      • Real estate purchases totaled $93 million as the Company purchased the underlying real estate at 60 of its existing pawn stores, bringing the number of Company-owned properties to 421 locations.
      • Shareholder returns comprised of stock repurchases and cash dividends of $127 million.
    • Net debt at June 30, 2025 was $1.6 billion, of which $1.5 billion is fixed rate debt with favorable interest rates ranging from 4.625% to 6.875% and maturity dates that do not begin until 2028 and continue into 2032. The outstanding balance under the Company’s $700 million revolving line of credit totaled $152 million at June 30, 2025.
    • Based on trailing twelve month results, the Company’s net debt to adjusted EBITDA ratio improved to 2.6x at June 30, 2025.

    Shareholder Returns

    • The Board of Directors declared a $0.42 per share third quarter cash dividend, which will be paid on August 29, 2025 to stockholders of record as of August 15, 2025. This represents an 11% increase over the previous quarterly dividend.
    • On an annualized basis, the dividend is now $1.68 per share, also representing an 11% increase over the previous annualized dividend of $1.52 per share. Any future dividends are subject to approval by the Company’s Board of Directors.
    • Over the past twelve months, the Company has repurchased 525,000 shares of common stock at a total cost of $60 million and paid out $68 million in cash dividends, representing a payout ratio of approximately 44% of net income over the same period.
    • The Company has $55 million available under the $200 million share repurchase program authorized in July 2023. Future share repurchases are subject to expected liquidity, acquisitions and other investment opportunities, debt covenant restrictions, market conditions and other relevant factors.
    • The Company generated a 14% return on equity and a 7% return on assets for the twelve months ended June 30, 2025. Using adjusted net income for the twelve months ended June 30, 2025, the adjusted return on equity was 17% while the adjusted return on assets was 8%.

    2025 Outlook

    Driven by the strong first half results and continuing customer demand for pawn loans, the outlook for 2025 remains highly positive, with expected year-over-year growth in income driven by the continued growth in earning asset balances coupled with store additions. While the H&T acquisition is now anticipated to close by the end of the third quarter of 2025, the estimates provided below do not yet include revenue and contributions from H&T. Anticipated conditions and trends for the remainder of 2025 include the following:

    Pawn Operations:

    • Pawn operations are expected to remain the primary earnings driver in 2025 as the Company expects segment income from the combined U.S. and Latin America pawn segments to be over 80% of total segment level pre-tax income for the full year.
    • The Company expects further growth in the pawn store base in 2025 through a combination of new store openings and potential small acquisitions.

    U.S. Pawn

    • Based on strong first half results and expected store additions, the outlook for anticipated revenue growth and margins has been increased for all metrics.
    • Same-store pawn loans at June 30, 2025 were up 13% compared to a year ago, with July balances to date up similarly. Given these trends, the outlook for pawn fee growth is now expected to be in a range of 10% to 12% for the full year versus the prior expectation of 9% to 11% for the full year.
    • Retail sales are expected to grow in a high single digit range in 2025 versus prior expectations of mid single digits. Retail sales margins are now targeted at the upper end of the 41% to 42% guidance range.

    Latin America Pawn

    • U.S. dollar-reported first half results for Latin America in 2025 were negatively impacted by the lower exchange rate for the Mexican peso during the first half of this year compared to last year. With the recent favorable movement in the peso and the better than expected growth in the underlying business, the Company is increasing its full year revenue outlook for the Latin America pawn segment.
    • Same-store pawn receivables at June 30, 2025 were up 10% on a U.S. dollar basis and up 13% on a constant currency basis, with July balances to date up similarly. Full year pawn fee growth is now expected to increase in a range of 10% to 12% on a local currency basis and is now projected to be flat to up slightly on a U.S. dollar basis versus prior expectations of flat to down slightly on a U.S. dollar basis.
    • Retail sales in Latin America are also expected to track similarly to pawn fees in 2025 with consistent retail margins.

    Retail POS Payment Solutions (AFF) Operations:

    • The forecast for full year origination volume for 2025 is expected to be relatively consistent with the 2024 volume. Excluding 2024 originations from Conn’s and A-Freight, origination volumes are expected to increase in a range of 20% to 25% over 2024, reflecting continued diversification outside the furniture vertical.
    • The outlook for full year net revenues has improved, with the revised forecast for net revenues now expected to decline only 6% to 8% compared to last year versus the previously forecasted decline of 8% to 12%.
    • The net lease and loan charge-off rates for the second half of 2025 are expected to remain consistent with the charge-off rates in the second half of last year. Quarterly operating expenses for the balance of 2025 are expected to remain generally consistent with the second quarter run rate.

    Tax Rates and Currency:

    • The full year 2025 effective income tax rate under current tax codes in the U.S. and Latin America is expected to range from 24.5% to 25.5%.
    • Each full point change in the exchange rate of the Mexican peso is projected to have an annual earnings impact of approximately $0.10 per share.

    Additional Commentary and Analysis

    Mr. Wessel further commented on FirstCash’s second quarter results and the outlook for the remainder of 2025, “Operating performance across all business segments continues to be incredibly strong, driving year-to-date earnings per share growth of 32% on a GAAP basis and a 33% increase on an adjusted basis. FirstCash also achieved another significant earnings milestone this quarter with adjusted EBITDA for the trailing twelve months exceeding $600 million for the first time in Company history.

    “The U.S. pawn segment has now recorded eight consecutive quarters of double-digit growth in same-store receivables with continuing demand remaining strong thus far in July. At the same time, we remain disciplined in managing loan-to-value ratios as evidenced by the improved U.S. retail margins in the second quarter. The demand for value priced merchandise remains strong as well with same-store retail sales up 7% for the most recent quarter.

    “In Latin America, we have seen tremendous growth in pawn receivables over the last three quarters, including a 13% increase in same-store pawn receivables in the second quarter. This trend continued to accelerate, with same-store pawn loan originations in Mexico up over 20% over the last thirty days. Our outlook for Latin America is further enhanced by the improved exchange rate for the Mexican peso since the last quarter, which has reduced the previously anticipated currency headwinds and improved our full year outlook for the region.

    “Solid performance at AFF further bolstered second quarter and year-to-date operating results for our Retail POS Payment Solutions segment. AFF now has over 15,000 active doors, an increase of 19% over a year ago. Coupled with a 12% increase in same-door originations, AFF fully offset the impact of the loss of two significant merchant partners to bankruptcy last year and realized an overall total increase in originations in the second quarter. Growth continues to be particularly robust in verticals such as elective medical and automotive services. Driven by the solid revenue performance and significant expense savings, profitability for AFF has been especially strong in the first half of the year.

    “Looking ahead, we continue to progress toward the closing of the H&T acquisition. H&T represents a highly complementary strategic fit as the U.K.’s largest pawnbroker, operating with a network of 285 stores, which will expand FirstCash’s geographic footprint into a new and attractive market further providing the Company with enhanced scale, operating efficiencies and long-term growth opportunities. We continue to believe in the financial and strategic rationale for expanding our international operations as part of our long-term growth strategy.

    “Lastly, based on strong earnings results, robust operating cash flows and the strength of its balance sheet, FirstCash continues to make significant investments in new stores, acquisitions and shareholder returns. To that end, we are again pleased to announce an increased quarterly cash dividend to be paid in August which is expected to provide an annualized payout of $1.68 per share further augmenting shareholder returns” concluded Mr. Wessel.

    About FirstCash

    FirstCash is the leading international operator of pawn stores focused on serving cash and credit-constrained consumers. FirstCash’s more than 3,000 pawn stores in the U.S. and Latin America buy and sell a wide variety of jewelry, electronics, tools, appliances, sporting goods, musical instruments and other merchandise, and make small non-recourse pawn loans secured by pledged personal property. FirstCash’s pawn segments in the U.S. and Latin America currently account for approximately 80% of annualized segment earnings, with the remainder provided by its wholly owned subsidiary, AFF, which provides lease-to-own and retail finance payment solutions for consumer goods and services.

    FirstCash is a component company in both the Standard & Poor’s MidCap 400 Index® and the Russell 2000 Index®. FirstCash’s common stock (ticker symbol “FCFS”) is traded on the Nasdaq, the creator of the world’s first electronic stock market. For additional information regarding FirstCash and the services it provides, visit FirstCash’s websites located at http://www.firstcash.com and http://www.americanfirstfinance.com.

    Forward-Looking Information

    This release contains forward-looking statements about the business, financial condition, outlook and prospects of FirstCash Holdings, Inc. and its wholly owned subsidiaries (together, the “Company”), including the Company’s outlook for 2025 and the Company’s previously announced H&T acquisition. Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as “outlook,” “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,” “potential,” “confident,” “optimistic,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations, outlook and future plans. Forward-looking statements can also be identified by the fact these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties.

    While the Company believes the expectations reflected in forward-looking statements are reasonable, there can be no assurances such expectations will prove to be accurate. Security holders are cautioned that such forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially from those anticipated by the forward-looking statements made in this release. Such factors and risks may include, without limitation, risks related to the extensive regulatory environment in which the Company operates, including uncertainty involving the current regulatory environment under the current presidential administration; risks associated with the legal and regulatory proceedings that the Company is a party to or may become a party to in the future; risks related to the Company’s acquisitions, including the failure of the Company’s acquisitions to deliver the estimated value and benefits expected by the Company and the ability of the Company to continue to identify and consummate acquisitions on favorable terms, if at all; risks related to the H&T acquisition, in particular, the ability to obtain the necessary regulatory approvals for the H&T acquisition from the FCA and to satisfy the other closing conditions in the expected timeframe, if at all, and the ability to achieve the anticipated benefits from the H&T acquisition; potential changes in consumer behavior and shopping patterns which could impact demand for the Company’s pawn loan, retail, lease-to-own (“LTO”) and retail finance products; labor shortages and increased labor costs; a deterioration in the economic conditions in the United States and Latin America, including as a result of inflation, elevated interest rates and trade policy, which potentially could have an impact on discretionary consumer spending and demand for the Company’s products; currency fluctuations, primarily involving the Mexican peso; competition the Company faces from other retailers and providers of retail payment solutions; the ability of the Company to successfully execute on its business strategies; contraction in sales activity at merchant partners of the Company’s retail point-of-sale (“POS”) payment solutions business; impact of store closures, financial difficulties or even bankruptcies at the merchant partners of the Company’s retail POS payment solutions business; the ability of the Company’s retail POS payment solutions business to continue to grow its base of merchant partners, including those outside of the furniture vertical; and other risks discussed and described in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”), including the risks described in Part 1, Item 1A, “Risk Factors” thereof, and other reports filed with the SEC. Many of these risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. The forward-looking statements contained in this release speak only as of the date of this release, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

    FIRSTCASH HOLDINGS, INC.
    CONSOLIDATED STATEMENTS OF INCOME
    (unaudited, in thousands)
     
      Three Months Ended   Six Months Ended
      June 30,   June 30,
        2025       2024       2025       2024  
    Revenue:              
    Retail merchandise sales $ 385,125     $ 363,463     $ 756,181     $ 730,284  
    Pawn loan fees   190,822       181,046       382,693       360,581  
    Leased merchandise income   139,784       194,570       296,702       400,241  
    Interest and fees on finance receivables   76,075       56,799       149,488       114,186  
    Wholesale scrap jewelry sales   38,816       35,134       81,981       62,090  
    Total revenue   830,622       831,012       1,667,045       1,667,382  
                   
    Cost of revenue:              
    Cost of retail merchandise sold   230,326       218,147       454,450       441,676  
    Depreciation of leased merchandise   78,272       110,157       167,091       230,441  
    Provision for lease losses   32,543       47,653       60,105       90,663  
    Provision for loan losses   41,761       31,116       78,121       61,534  
    Cost of wholesale scrap jewelry sold   34,904       28,542       70,259       51,831  
    Total cost of revenue   417,806       435,615       830,026       876,145  
                   
    Net revenue   412,816       395,397       837,019       791,237  
                   
    Expenses and other income:              
    Operating expenses   222,493       228,369       437,079       449,505  
    Administrative expenses   59,263       46,602       107,786       90,620  
    Depreciation and amortization   25,864       26,547       51,366       52,574  
    Interest expense   26,337       25,187       53,808       50,605  
    Interest income   (527 )     (261 )     (1,756 )     (1,004 )
    (Gain) loss on foreign exchange   (1,271 )     1,437       (1,285 )     1,251  
    Merger and acquisition expenses   2,777       1,364       3,239       1,961  
    Other income, net   (3,199 )     (26 )     (5,514 )     (2,338 )
    Total expenses and other income   331,737       329,219       644,723       643,174  
                   
    Income before income taxes   81,079       66,178       192,296       148,063  
                   
    Provision for income taxes   21,274       17,105       48,900       37,622  
                   
    Net income $ 59,805     $ 49,073     $ 143,396     $ 110,441  
     
    Certain amounts in the consolidated statement of income for the three and six months ended June 30, 2024 have been reclassified in order to conform to the 2025 presentation.
    FIRSTCASH HOLDINGS, INC.
    CONSOLIDATED BALANCE SHEETS
    (unaudited, in thousands)
     
      June 30,   December 31,
        2025       2024       2024  
    ASSETS          
    Cash and cash equivalents $ 101,467     $ 113,693     $ 175,095  
    Accounts receivable, net   76,062       72,158       73,325  
    Pawn loans   550,718       491,731       517,867  
    Finance receivables, net   154,518       105,401       147,501  
    Inventories   355,733       315,424       334,580  
    Leased merchandise, net   100,689       142,935       128,437  
    Prepaid expenses and other current assets   35,667       31,923       26,943  
    Total current assets   1,374,854       1,273,265       1,403,748  
               
    Property and equipment, net   750,862       661,005       717,916  
    Operating lease right of use asset   342,859       324,651       324,646  
    Goodwill   1,826,184       1,794,957       1,787,172  
    Intangible assets, net   204,643       253,910       228,858  
    Other assets   9,805       9,606       9,934  
    Deferred tax assets, net   5,042       5,014       4,712  
    Total assets $ 4,514,249     $ 4,322,408     $ 4,476,986  
               
    LIABILITIES AND STOCKHOLDERS’ EQUITY          
    Accounts payable and accrued liabilities $ 145,035     $ 141,314     $ 171,540  
    Customer deposits and prepayments   80,848       76,452       72,703  
    Lease liability, current   100,845       97,809       95,161  
    Total current liabilities   326,728       315,575       339,404  
               
    Revolving unsecured credit facilities   152,000       150,000       198,000  
    Senior unsecured notes   1,532,865       1,529,870       1,531,346  
    Deferred tax liabilities, net   125,290       129,060       128,574  
    Lease liability, non-current   237,198       219,454       225,498  
    Total liabilities   2,374,081       2,343,959       2,422,822  
               
    Stockholders’ equity:          
    Common stock   575       575       575  
    Additional paid-in capital   1,760,179       1,760,986       1,767,569  
    Retained earnings   1,520,677       1,296,721       1,411,083  
    Accumulated other comprehensive loss   (96,267 )     (84,366 )     (129,596 )
    Common stock held in treasury, at cost   (1,044,996 )     (995,467 )     (995,467 )
    Total stockholders’ equity   2,140,168       1,978,449       2,054,164  
    Total liabilities and stockholders’ equity $ 4,514,249     $ 4,322,408     $ 4,476,986  
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS
    (UNAUDITED)
     

    The Company organizes its operations into three reportable segments as follows:

    • U.S. pawn
    • Latin America pawn
    • Retail POS payment solutions (AFF)

    Corporate expenses and income, which include administrative expenses, corporate depreciation and amortization, interest expense, interest income, gain on foreign exchange, merger and acquisition expenses, and other income, net, are presented on a consolidated basis and are not allocated to the segments. Intersegment transactions related to AFF’s LTO payment solution product offered in U.S. pawn stores are eliminated from consolidated totals.

    U.S. Pawn Operating Results and Margins (dollars in thousands)

      Three Months Ended        
      June 30,    
      2025
      2024   Increase
    Revenue:                  
    Retail merchandise sales $ 249,918     $ 230,093       9 %  
    Pawn loan fees   130,948       120,332       9 %  
    Wholesale scrap jewelry sales   28,740       26,311       9 %  
    Total revenue   409,606       376,736       9 %  
                       
    Cost of revenue:                  
    Cost of retail merchandise sold   143,149       132,449       8 %  
    Cost of wholesale scrap jewelry sold   26,265       21,269       23 %  
    Total cost of revenue   169,414       153,718       10 %  
                       
    Net revenue   240,192       223,018       8 %  
                       
    Segment expenses:                  
    Operating expenses   133,815       125,192       7 %  
    Depreciation and amortization   8,091       7,231       12 %  
    Total segment expenses   141,906       132,423       7 %  
                       
    Segment pre-tax operating income $ 98,286     $ 90,595       8 %  
                       
    Operating metrics:                  
    Retail merchandise sales margin 43 %   42 %        
    Net revenue margin 59 %   59 %        
    Segment pre-tax operating margin 24 %   24 %        
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS (CONTINUED)
    (UNAUDITED)
     

    U.S. Pawn Operating Results and Margins (dollars in thousands)

      Six Months Ended        
      June 30,    
      2025    2024    Increase
    Revenue:                  
    Retail merchandise sales $ 501,143     $ 467,083       7 %  
    Pawn loan fees   268,896       243,306       11 %  
    Wholesale scrap jewelry sales   62,232       44,037       41 %  
    Total revenue   832,271       754,426       10 %  
                       
    Cost of revenue:                  
    Cost of retail merchandise sold   288,907       272,363       6 %  
    Cost of wholesale scrap jewelry sold   53,489       36,535       46 %  
    Total cost of revenue   342,396       308,898       11 %  
                       
    Net revenue   489,875       445,528       10 %  
                       
    Segment expenses:                  
    Operating expenses   262,766       244,087       8 %  
    Depreciation and amortization   15,691       14,244       10 %  
    Total segment expenses   278,457       258,331       8 %  
                       
    Segment pre-tax operating income $ 211,418     $ 187,197       13 %  
                       
    Operating metrics:                  
    Retail merchandise sales margin 42 %   42 %        
    Net revenue margin 59 %   59 %        
    Segment pre-tax operating margin 25 %   25 %        
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS (CONTINUED)
    (UNAUDITED)
     

    U.S. Pawn Earning Assets and Portfolio Metrics (dollars in thousands, except as otherwise noted)

      As of June 30,    
      2025
      2024   Increase
    Earning assets:                  
    Pawn loans $ 400,143     $ 356,342       12 %  
    Inventories   252,885       223,428       13 %  
      $ 653,028     $ 579,770       13 %  
                       
    Average outstanding pawn loan amount (in ones) $ 286     $ 260       10 %  
                       
    Composition of pawn collateral:                  
    General merchandise 28 %   30 %        
    Jewelry 72 %   70 %        
      100 %   100 %        
                       
    Composition of inventories:                  
    General merchandise 39 %   43 %        
    Jewelry 61 %   57 %        
      100 %   100 %        
                       
    Percentage of inventory aged greater than one year 2 %   1 %        
                       
    Inventory turns (trailing twelve months cost of merchandise sales divided by average inventories) 2.8 times   2.8 times        
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS (CONTINUED)
    (UNAUDITED)
     

    Constant currency results are non-GAAP financial measures, which exclude the effects of foreign currency translation and are calculated by translating current-year results at prior-year average exchange rates. See the “Constant Currency Results” section below for additional discussion of constant currency operating results.

    Latin America Pawn Operating Results and Margins (dollars in thousands)

                          Constant Currency Basis
                          Three Months        
                    Ended        
        Three Months Ended           June 30,   Increase /
        June 30,   Increase /     2025     (Decrease)
          2025         2024     (Decrease)   (Non-GAAP)   (Non-GAAP)
    Revenue:                              
    Retail merchandise sales   $ 135,956       $ 134,445       1   %   $ 153,234       14   %
    Pawn loan fees     59,874         60,714       (1 ) %     67,497       11   %
    Wholesale scrap jewelry sales     10,076         8,823       14   %     10,076       14   %
    Total revenue     205,906         203,982       1   %     230,807       13   %
                                   
    Cost of revenue:                              
    Cost of retail merchandise sold     87,579         86,276       2   %     98,641       14   %
    Cost of wholesale scrap jewelry sold     8,639         7,273       19   %     9,811       35   %
    Total cost of revenue     96,218         93,549       3   %     108,452       16   %
                                   
    Net revenue     109,688         110,433       (1 ) %     122,355       11   %
                                   
    Segment expenses:                              
    Operating expenses     64,414         67,902       (5 ) %     72,340       7   %
    Depreciation and amortization     4,294         5,418       (21 ) %     4,804       (11 ) %
    Total segment expenses     68,708         73,320       (6 ) %     77,144       5   %
                                   
    Segment pre-tax operating income   $ 40,980       $ 37,113       10   %   $ 45,211       22   %
                                   
    Operating metrics:                              
    Retail merchandise sales margin 36  %   36  %         36  %        
    Net revenue margin 53  %   54  %         53  %        
    Segment pre-tax operating margin 20  %   18  %         20  %        
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS (CONTINUED)
    (UNAUDITED)
     

    Latin America Pawn Operating Results and Margins (dollars in thousands)

                          Constant Currency Basis
                          Six Months        
                    Ended        
        Six Months Ended           June 30,   Increase /
        June 30,   Increase /     2025     (Decrease)
          2025         2024     (Decrease)   (Non-GAAP)   (Non-GAAP)
    Revenue:                              
    Retail merchandise sales   $ 256,488       $ 265,294       (3 ) %   $ 296,887       12   %
    Pawn loan fees     113,797         117,275       (3 ) %     131,755       12   %
    Wholesale scrap jewelry sales     19,749         18,053       9   %     19,749       9   %
    Total revenue     390,034         400,622       (3 ) %     448,391       12   %
                                   
    Cost of revenue:                              
    Cost of retail merchandise sold     166,318         170,459       (2 ) %     192,333       13   %
    Cost of wholesale scrap jewelry sold     16,770         15,296       10   %     19,491       27   %
    Total cost of revenue     183,088         185,755       (1 ) %     211,824       14   %
                                   
    Net revenue     206,946         214,867       (4 ) %     236,567       10   %
                                   
    Segment expenses:                              
    Operating expenses     125,831         135,327       (7 ) %     144,841       7   %
    Depreciation and amortization     8,730         10,523       (17 ) %     10,008       (5 ) %
    Total segment expenses     134,561         145,850       (8 ) %     154,849       6   %
                                   
    Segment pre-tax operating income   $ 72,385       $ 69,017       5   %   $ 81,718       18   %
                                   
    Operating metrics:                              
    Retail merchandise sales margin 35  %   36  %         35  %        
    Net revenue margin 53  %   54  %         53  %        
    Segment pre-tax operating margin 19  %   17  %         18  %        
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS (CONTINUED)
    (UNAUDITED)
     

    Latin America Pawn Earning Assets and Portfolio Metrics (dollars in thousands, except as otherwise noted)

                          Constant Currency Basis
                          As of        
                          June 30,    
      As of June 30,       2025   Increase
      2025   2024   Increase   (Non-GAAP)   (Non-GAAP)
    Earning assets:                              
    Pawn loans $ 150,575     $ 135,389       11 %     $ 154,466     14 %  
    Inventories   102,848       91,996       12 %       105,501     15 %  
      $ 253,423     $ 227,385       11 %     $ 259,967     14 %  
                                   
    Average outstanding pawn loan amount (in ones) $ 96     $ 89       8 %     $ 98     10 %  
                                   
    Composition of pawn collateral:                              
    General merchandise 57 %   63 %                    
    Jewelry 43 %   37 %                    
      100 %   100 %                    
                                   
    Composition of inventories:                              
    General merchandise 59 %   69 %                    
    Jewelry 41 %   31 %                    
      100 %   100 %                    
                                   
    Percentage of inventory aged greater than one year 1 %   1 %                    
                                   
    Inventory turns (trailing twelve months cost of merchandise sales divided by average inventories) 4.1 times   4.3 times                    
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS (CONTINUED)
    (UNAUDITED)
     

    Retail POS Payment Solutions Operating Results (dollars in thousands)

      Three Months Ended        
      June 30,   Increase /
      2025   2024   (Decrease)
    Revenue:              
    Leased merchandise income $ 139,784   $ 194,570     (28 ) %
    Interest and fees on finance receivables   76,075     56,799     34   %
    Total revenue   215,859     251,369     (14 ) %
                   
    Cost of revenue:              
    Depreciation of leased merchandise   78,529     110,567     (29 ) %
    Provision for lease losses   32,667     47,824     (32 ) %
    Provision for loan losses   41,761     31,116     34   %
    Total cost of revenue   152,957     189,507     (19 ) %
                   
    Net revenue   62,902     61,862     2   %
                   
    Segment expenses:              
    Operating expenses   24,264     35,275     (31 ) %
    Depreciation and amortization   699     678     3   %
    Total segment expenses   24,963     35,953     (31 ) %
                   
    Segment pre-tax operating income $ 37,939   $ 25,909     46   %
      Six Months Ended        
      June 30,   Increase /
      2025   2024   (Decrease)
    Revenue:              
    Leased merchandise income $ 296,702   $ 400,241     (26 ) %
    Interest and fees on finance receivables   149,488     114,186     31   %
    Total revenue   446,190     514,427     (13 ) %
                   
    Cost of revenue:              
    Depreciation of leased merchandise   167,672     231,341     (28 ) %
    Provision for lease losses   60,271     91,004     (34 ) %
    Provision for loan losses   78,121     61,534     27   %
    Total cost of revenue   306,064     383,879     (20 ) %
                   
    Net revenue   140,126     130,548     7   %
                   
    Segment expenses:              
    Operating expenses   48,482     70,091     (31 ) %
    Depreciation and amortization   1,404     1,399       %
    Total segment expenses   49,886     71,490     (30 ) %
                   
    Segment pre-tax operating income $ 90,240   $ 59,058     53   %
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS (CONTINUED)
    (UNAUDITED)
     

    Retail POS Payment Solutions Gross Transaction Volumes (dollars in thousands)

      Three Months Ended           Six Months Ended        
      June 30,   Increase /   June 30,   Increase /
      2025   2024   (Decrease)   2025   2024   (Decrease)
    Leased merchandise $ 110,516   $ 146,778     (25 ) %   $ 204,822   $ 300,899     (32 ) %
    Finance receivables   149,943     105,258     42   %     291,205     207,422     40   %
    Total gross transaction volume $ 260,459   $ 252,036     3   %   $ 496,027   $ 508,321     (2 ) %
     

    Retail POS Payment Solutions Earning Assets (dollars in thousands)

      As of June 30,   Increase /
        2025       2024     (Decrease)
    Leased merchandise, net:              
    Leased merchandise, before allowance for lease losses $ 170,824     $ 246,457       (31 ) %
    Less allowance for lease losses   (69,972 )     (103,301 )     (32 ) %
    Leased merchandise, net $ 100,852     $ 143,156       (30 ) %
                   
    Finance receivables, net:              
    Finance receivables, before allowance for loan losses $ 277,392     $ 205,362       35   %
    Less allowance for loan losses   (122,874 )     (99,961 )     23   %
    Finance receivables, net $ 154,518     $ 105,401       47   %
     

    Portfolio Metrics

      Three Months Ended   Six Months Ended
      June 30,   June 30,
        2025       2024       2025       2024  
    Leased merchandise portfolio metrics:                      
    Provision rate (1) 30 %   33 %   29 %   30 %
    Average monthly net charge-off rate (2), (3) 6.2 %   5.4 %   6.2 %   5.4 %
    Delinquency rate (4) 23.2 %   23.0 %   23.2 %   23.0 %
                           
    Finance receivables portfolio metrics:                      
    Provision rate (1) 28 %   30 %   27 %   30 %
    Average monthly net charge-off rate (2) 4.6 %   4.5 %   4.4 %   4.7 %
    Delinquency rate (4) 20.6 %   20.0 %   20.6 %   20.0 %

    (1) Calculated as provision for lease or loan losses as a percentage of the respective gross transaction volume originated.
    (2) Calculated as charge-offs, net of recoveries, as a percentage of the respective average earning asset balance before allowance for lease or loan losses.

    (3) The increase in leased merchandised net charge-off rate for 2025 is the expected result given reduced originations of new leases in 2025.
    (4) Calculated as the percentage of the respective contractual earning asset balance owed that is 1 to 89 days past due (the Company charges off leases and finance receivables when they are 90 days or more contractually past due).

    FIRSTCASH HOLDINGS, INC.
    PAWN STORE LOCATIONS AND MERCHANT PARTNER LOCATIONS
     

    Pawn Operations

    As of June 30, 2025, the Company operated 3,027 pawn store locations composed of 1,194 stores in 29 U.S. states and the District of Columbia, 1,731 stores in 32 states in Mexico, 72 stores in Guatemala, 18 stores in El Salvador and 12 stores in Colombia.

    The following tables detail pawn store count activity for the three and six months ended June 30, 2025:

      Three Months Ended June 30, 2025
      U.S.   Latin America   Total
    Total locations, beginning of period 1,197     1,826     3,023  
    New locations opened 1     9     10  
    Locations acquired 3         3  
    Consolidation of existing pawn locations (1) (7 )   (2 )   (9 )
    Total locations, end of period 1,194     1,833     3,027  
               
               
      Six Months Ended June 30, 2025
      U.S.   Latin America   Total
    Total locations, beginning of period 1,200     1,826     3,026  
    New locations opened 2     19     21  
    Locations acquired 4         4  
    Consolidation of existing pawn locations (1) (12 )   (12 )   (24 )
    Total locations, end of period 1,194     1,833     3,027  

    (1) Store consolidations were primarily acquired locations which have been combined with overlapping stores and for which the Company expects to maintain a significant portion of the acquired customer base in the consolidated location.

    Retail POS Payment Solutions

    As of June 30, 2025, AFF provided LTO and retail POS payment solutions for consumer goods and services through a network of approximately 15,300 active retail merchant partner locations. This compares to the active door count of approximately 12,800 locations at June 30, 2024.

    FIRSTCASH HOLDINGS, INC.
    RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
    TO GAAP FINANCIAL MEASURES
    (UNAUDITED)
     

    The Company uses certain financial calculations such as adjusted net income, adjusted diluted earnings per share, EBITDA, adjusted EBITDA, free cash flow, adjusted free cash flow, adjusted return on equity, adjusted return on assets and constant currency results as factors in the measurement and evaluation of the Company’s operating performance and period-over-period growth. The Company derives these financial calculations on the basis of methodologies other than generally accepted accounting principles (“GAAP”), primarily by excluding from a comparable GAAP measure certain items the Company does not consider to be representative of its actual operating performance. These financial calculations are “non-GAAP financial measures” as defined under the SEC rules. The Company uses these non-GAAP financial measures in operating its business because management believes they are less susceptible to variances in actual operating performance that can result from the excluded items, other infrequent charges and currency fluctuations. The Company presents these financial measures to investors because management believes they are useful to investors in evaluating the primary factors that drive the Company’s core operating performance and provide greater transparency into the Company’s results of operations. However, items that are excluded and other adjustments and assumptions that are made in calculating these non-GAAP financial measures are significant components in understanding and assessing the Company’s financial performance. These non-GAAP financial measures should be evaluated in conjunction with, and are not a substitute for, the Company’s GAAP financial measures. Further, because these non-GAAP financial measures are not determined in accordance with GAAP, and are thus susceptible to varying calculations, the non-GAAP financial measures, as presented, may not be comparable to other similarly-titled measures of other companies.

    The Company has adjusted the applicable financial calculations to exclude merger and acquisition expenses, amortization of acquired AFF intangible assets, the Consumer Financial Protection Bureau (“CFPB”) litigation settlement and certain other income and expenses. The Company does not consider these items to be related to the organic operations of the Company’s businesses or its continuing operations and are generally not relevant to assessing or estimating the long-term performance of the Company. In addition, excluding these items allows for more accurate comparisons of the financial results to prior periods. Merger and acquisition expenses include incremental costs directly associated with merger and acquisition activities, including professional fees, legal expenses, severance, retention and other employee-related costs, contract breakage costs and costs related to the consolidation of technology systems and corporate facilities, among others.

    FIRSTCASH HOLDINGS, INC.
    RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
    TO GAAP FINANCIAL MEASURES (CONTINUED)
    (UNAUDITED)
     

    Adjusted Net Income and Adjusted Diluted Earnings Per Share

    Management believes the presentation of adjusted net income and adjusted diluted earnings per share provides investors with greater transparency and provides a more complete understanding of the Company’s financial performance and prospects for the future by excluding items that management believes are non-operating in nature and are not representative of the Company’s core operating performance. In addition, management believes the adjustments shown below are useful to investors in order to allow them to compare the Company’s financial results for the current periods presented with the prior periods presented.

    The following tables provide a reconciliation between net income and diluted earnings per share calculated in accordance with GAAP to adjusted net income and adjusted diluted earnings per share, which are shown net of tax (in thousands, except per share amounts):

                      Trailing Twelve
      Three Months Ended   Six Months Ended   Months Ended
      June 30,   June 30,   June 30,
        2025       2024     2025       2024     2025     2024  
      In Thousands   In Thousands   In Thousands   In Thousands   In Thousands   In Thousands
    Net income, as reported $ 59,805     $ 49,073   $ 143,396     $ 110,441   $ 291,770   $ 237,174  
    Adjustments, net of tax:                      
    Merger and acquisition expenses   2,134       1,047     2,488       1,504     2,690     7,380  
    AFF purchase accounting and other adjustments   9,258       9,572     18,516       19,145     37,660     51,497  
    CFPB litigation settlement   9,390           9,390           9,390      
    Other (income) expenses, net   (967 )     2,206     (1,391 )     997     1,482     (343 )
    Adjusted net income $ 79,620     $ 61,898   $ 172,399     $ 132,087   $ 342,992   $ 295,708  
      Three Months Ended   Six Months Ended
      June 30,   June 30,
        2025     2024   2025   2024
      Per Share   Per Share   Per Share   Per Share
    Diluted earnings per share, as reported $ 1.34     $ 1.08   $ 3.21     $ 2.44
    Adjustments, net of tax:              
    Merger and acquisition expenses   0.05       0.03     0.06       0.03
    AFF purchase accounting and other adjustments   0.21       0.21     0.41       0.42
    CFPB litigation settlement   0.21           0.21      
    Other (income) expenses, net   (0.02 )     0.05     (0.03 )     0.02
    Adjusted diluted earnings per share $ 1.79     $ 1.37   $ 3.86     $ 2.91
    FIRSTCASH HOLDINGS, INC.
    RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
    TO GAAP FINANCIAL MEASURES (CONTINUED)
    (UNAUDITED)
     

    Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA

    The Company defines EBITDA as net income before income taxes, depreciation and amortization, interest expense and interest income and adjusted EBITDA as EBITDA adjusted for certain items, as listed below, that management considers to be non-operating in nature and not representative of its actual operating performance. The Company believes EBITDA and adjusted EBITDA are commonly used by investors to assess a company’s financial performance, and adjusted EBITDA is used as a starting point in the calculation of the consolidated total debt ratio as defined in the Company’s senior unsecured notes. The following table provides a reconciliation of net income to EBITDA and adjusted EBITDA (in thousands):

                                Trailing Twelve
        Three Months Ended   Six Months Ended   Months Ended
        June 30,   June 30,   June 30,
        2025   2024   2025   2024   2025   2024
    Net income   $ 59,805     $ 49,073     $ 143,396     $ 110,441     $ 291,770     $ 237,174  
    Income taxes     21,274       17,105       48,900       37,622       95,239       80,001  
    Depreciation and amortization     25,864       26,547       51,366       52,574       103,733       107,574  
    Interest expense     26,337       25,187       53,808       50,605       108,429       101,880  
    Interest income     (527 )     (261 )     (1,756 )     (1,004 )     (2,687 )     (1,548 )
    EBITDA     132,753       117,651       295,714       250,238       596,484       525,081  
    Adjustments:                                    
    Merger and acquisition expenses     2,777       1,364       3,239       1,961       3,506       9,600  
    AFF purchase accounting and other adjustments (1)                                   13,968  
    CFPB litigation settlement     11,000             11,000             11,000        
    Other (income) expenses, net     (1,401 )     2,867       (1,944 )     1,275       1,982       (486 )
    Adjusted EBITDA   $ 145,129     $ 121,882     $ 308,009     $ 253,474     $ 612,972     $ 548,163  

    (1) For the twelve months ended June 30, 2024, amount represents other non-recurring costs included in administrative expenses related to a discontinued finance product.

    FIRSTCASH HOLDINGS, INC.
    RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
    TO GAAP FINANCIAL MEASURES (CONTINUED)
    (UNAUDITED)
     

    Free Cash Flow and Adjusted Free Cash Flow

    For purposes of its internal liquidity assessments, the Company considers free cash flow and adjusted free cash flow. The Company defines free cash flow as cash flow from operating activities less purchases of furniture, fixtures, equipment and improvements and net fundings/repayments of pawn loan and finance receivables, which are considered to be operating in nature by the Company but are included in cash flow from investing activities. Adjusted free cash flow is defined as free cash flow adjusted for merger and acquisition expenses paid that management considers to be non-operating in nature.

    Free cash flow and adjusted free cash flow are commonly used by investors as additional measures of cash generated by business operations that may be used to repay scheduled debt maturities and debt service or, following payment of such debt obligations and other non-discretionary items, that may be available to invest in future growth through new business development activities or acquisitions, repurchase stock, pay cash dividends or repay debt obligations prior to their maturities. These metrics can also be used to evaluate the Company’s ability to generate cash flow from business operations and the impact that this cash flow has on the Company’s liquidity. However, free cash flow and adjusted free cash flow have limitations as analytical tools and should not be considered in isolation or as a substitute for cash flow from operating activities or other income statement data prepared in accordance with GAAP. The following table reconciles cash flow from operating activities to free cash flow and adjusted free cash flow (in thousands):

                        Trailing Twelve
        Three Months Ended   Six Months Ended   Months Ended
        June 30,   June 30,   June 30,
          2025       2024       2025       2024       2025       2024  
    Cash flow from operating activities   $ 116,854     $ 106,187     $ 243,494     $ 228,719     $ 554,733     $ 439,192  
    Cash flow from certain investing activities:                        
    Pawn loans, net (1)     (50,032 )     (46,036 )     (30,592 )     (20,887 )     (81,704 )     (56,053 )
    Finance receivables, net     (35,411 )     (22,252 )     (55,977 )     (37,563 )     (157,728 )     (95,880 )
    Purchases of furniture, fixtures, equipment and improvements     (12,952 )     (16,237 )     (25,866 )     (42,664 )     (51,447 )     (74,464 )
    Free cash flow     18,459       21,662       131,059       127,605       263,854       212,795  
    Merger and acquisition expenses paid, net of tax benefit     2,134       1,047       2,488       1,504       2,690       7,380  
    Adjusted free cash flow   $ 20,593     $ 22,709     $ 133,547     $ 129,109     $ 266,544     $ 220,175  

    (1) Includes the funding of new loans net of cash repayments and recovery of principal through the sale of inventories acquired from forfeiture of pawn collateral.

    FIRSTCASH HOLDINGS, INC.
    RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
    TO GAAP FINANCIAL MEASURES (CONTINUED)
    (UNAUDITED)
     

    Adjusted Return on Equity and Adjusted Return on Assets

    Management believes the presentation of adjusted return on equity and adjusted return on assets provides investors with greater transparency and provides a more complete understanding of the Company’s financial performance by excluding items that management believes are non-operating in nature and not representative of the Company’s core operating performance.

    Annualized adjusted return on equity and adjusted return on assets is calculated as follows (dollars in thousands):

      Trailing Twelve
      Months Ended
      June 30, 2025
    Adjusted net income (1) $ 342,992  
         
    Average stockholders’ equity (average of five most recent quarter-end balances) $ 2,046,067  
    Adjusted return on equity (trailing twelve months adjusted net income divided by average equity) 17 %
         
    Average total assets (average of five most recent quarter-end balances) $ 4,426,553  
    Adjusted return on assets (trailing twelve months adjusted net income divided by average total assets) 8 %

    (1) See detail of adjustments to net income in the “Adjusted Net Income and Adjusted Diluted Earnings Per Share” section above.

    Constant Currency Results

    The Company’s reporting currency is the U.S. dollar, however, certain performance metrics discussed in this release are presented on a “constant currency” basis, which is considered a non-GAAP financial measure. The Company’s management uses constant currency results to evaluate operating results of business operations in Latin America, which are transacted in local currencies in Mexico, Guatemala and Colombia. The Company also has operations in El Salvador, where the reporting and functional currency is the U.S. dollar.

    The Company believes constant currency results provide valuable supplemental information regarding the underlying performance of its business operations in Latin America, consistent with how the Company’s management evaluates such performance and operating results. Constant currency results reported herein are calculated by translating certain balance sheet and income statement items denominated in local currencies using the exchange rate from the prior-year comparable period, as opposed to the current comparable period, in order to exclude the effects of foreign currency rate fluctuations for purposes of evaluating period-over-period comparisons. See the Latin America pawn segment tables elsewhere in this release for additional reconciliation of certain constant currency amounts to as reported GAAP amounts.

    FIRSTCASH HOLDINGS, INC.
    RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
    TO GAAP FINANCIAL MEASURES (CONTINUED)
    (UNAUDITED)
     

    Exchange Rates for the Mexican Peso, Guatemalan Quetzal and Colombian Peso

      June 30,   Favorable /
      2025   2024   (Unfavorable)
    Mexican peso / U.S. dollar exchange rate:              
    End-of-period 18.9   18.4     (3 ) %
    Three months ended 19.5   17.2     (13 ) %
    Six months ended 20.0   17.1     (17 ) %
                   
    Guatemalan quetzal / U.S. dollar exchange rate:              
    End-of-period 7.7   7.8     1   %
    Three months ended 7.7   7.8     1   %
    Six months ended 7.7   7.8     1   %
                   
    Colombian peso / U.S. dollar exchange rate:              
    End-of-period 4,070   4,148     2   %
    Three months ended 4,199   3,927     (7 ) %
    Six months ended 4,195   3,921     (7 ) %

    The MIL Network

  • MIL-OSI: FirstCash Reports Record Second Quarter Operating Results; Strong Performance Across All Segments Drives Over 30% Year-to-Date EPS Growth; Increases Quarterly Cash Dividend 11%

    Source: GlobeNewswire (MIL-OSI)

    FORT WORTH, Texas, July 24, 2025 (GLOBE NEWSWIRE) — FirstCash Holdings, Inc. (“FirstCash” or the “Company”) (Nasdaq: FCFS), the leading international operator of more than 3,000 retail pawn stores and a leading provider of retail point-of-sale payment solutions, today announced operating results for the three and six month periods ended June 30, 2025. The Company also announced that the Board of Directors declared a quarterly cash dividend of $0.42 per share, an increase of 11% over the previous quarterly dividend, which will be paid in August 2025.

    Mr. Rick Wessel, chief executive officer, stated, “FirstCash is pleased to report outstanding earnings results for the second quarter and year-to-date periods. Pawn demand remains extremely robust, with local currency same-store pawn receivables up 13% in both the U.S. and Latin America, driving strong earnings growth for both segments. AFF posted growth in originations for the second quarter and a segment earnings increase of 46% versus last year. Driven by strong cash flows, the Board of Directors increased the quarterly cash dividend by 11%, which further reflects the strength of our business and long-term earnings prospects.”

    Additionally, the Company expects to complete its previously announced acquisition of H&T Group plc (“H&T”) by the end of the third quarter of 2025, subject to receipt of the required approvals by the Financial Conduct Authority of the United Kingdom (“FCA”) and satisfaction of the other remaining closing conditions. H&T is the largest pawnbroker in the U.K. with 285 locations and would represent FirstCash’s first operations in Europe.

    This release contains adjusted financial measures, which exclude certain non-operating and/or non-cash income and expenses, that are non-GAAP financial measures. Please refer to the descriptions and reconciliations to GAAP of these and other non-GAAP financial measures at the end of this release.

        Three Months Ended June 30,
        As Reported (GAAP)   Adjusted (Non-GAAP)
    In thousands, except per share amounts   2025   2024   2025   2024
    Revenue   $ 830,622   $ 831,012   $ 830,622   $ 831,012
    Net income   $ 59,805   $ 49,073   $ 79,620   $ 61,898
    Diluted earnings per share   $ 1.34   $ 1.08   $ 1.79   $ 1.37
    EBITDA (non-GAAP measure)   $ 132,753   $ 117,651   $ 145,129   $ 121,882
    Weighted-average diluted shares     44,552     45,289     44,552     45,289
        Six Months Ended June 30,
        As Reported (GAAP)   Adjusted (Non-GAAP)
    In thousands, except per share amounts   2025   2024   2025   2024
    Revenue   $ 1,667,045   $ 1,667,382   $ 1,667,045   $ 1,667,382
    Net income   $ 143,396   $ 110,441   $ 172,399   $ 132,087
    Diluted earnings per share   $ 3.21   $ 2.44   $ 3.86   $ 2.91
    EBITDA (non-GAAP measure)   $ 295,714   $ 250,238   $ 308,009   $ 253,474
    Weighted-average diluted shares     44,670     45,338     44,670     45,338
     

    Consolidated Operating Highlights

    • Diluted earnings per share for the second quarter increased 24% over the prior-year quarter on a GAAP basis while adjusted diluted earnings per share increased 31% compared to the prior-year quarter.
    • Year-to-date diluted earnings per share increased 32% over the prior-year period on a GAAP basis and adjusted diluted earnings per share increased 33% compared to the prior-year period.
    • Net income for the second quarter increased 22% over the prior-year quarter on a GAAP basis while adjusted net income increased 29% compared to the prior-year quarter.
    • Year-to-date net income increased 30% over the prior-year period on a GAAP basis and adjusted net income increased 31% compared to the prior-year period.
    • Adjusted EBITDA for the second quarter increased 19% compared to the prior-year quarter. On a year-to-date basis, adjusted EBITDA increased 22% compared to the comparative prior-year period.
    • For the trailing twelve month period ended June 30, 2025 the Company reported:
      • Revenues of $3.4 billion
      • Net income of $292 million on a GAAP basis and adjusted net income of $343 million
      • Adjusted EBITDA of $613 million
      • Operating cash flows of $555 million and adjusted free cash flows (a non-GAAP measure) of $267 million

    Store Base and Platform Growth

    • U.K. Pawn Acquisition Update
      • On July 2, 2025 the shareholders of H&T voted to approve the acquisition.
      • Pending approvals by the FCA and the satisfaction of other closing conditions, the Company expects the transaction to close by the end of the third quarter.
      • The total equity value for the H&T acquisition is approximately £291 million ($396 million USD using GBP/USD exchange rate of 1.36) which the Company intends to fund utilizing its revolving bank credit facility.
      • This combination of FirstCash and H&T will create the largest publicly traded pawn platform in the United States, Latin America and the United Kingdom with more than 3,300 total locations.
    • Other Pawn Store Additions
      • A total of 13 pawn locations were added in the second quarter and 25 stores added year-to-date.
      • Three U.S. stores were acquired in Illinois, bringing the total to 39 locations in that market. Additionally, one new location in Texas was opened during the second quarter. Year-to-date through June 30, 2025, a total of six new locations were opened or acquired in the U.S.
      • There were nine new store openings in Latin America, all of which are located in Mexico. Year-to-date through June 30, 2025, a total of 19 new locations were opened in Latin America.
      • The Company purchased the underlying real estate of 14 U.S. stores during the quarter, bringing the total number of company owned locations to 421 at quarter end.
      • As of June 30, 2025, the Company had 3,027 locations, comprised of 1,194 U.S. locations and 1,833 locations in Latin America. Additionally, two U.S. stores were acquired in July 2025 in separate transactions.
    • Retail POS Payment Solutions (AFF) Merchant Partnerships
      • At June 30, 2025, there were approximately 15,300 active retail and e-commerce merchant partner locations, representing a 19% increase in the number of active merchant locations compared to a year ago. Excluding furniture locations that closed in the prior year due to merchant partner bankruptcies, the number of active doors increased 29%.

    U.S. Pawn Segment Operating Results

    • Segment pre-tax operating income in the second quarter of 2025 was a record $98 million, an increase of $8 million, or 8%, compared to the prior-year quarter. The resulting segment pre-tax operating margin was 24% for the second quarter of 2025, which equaled the prior-year quarter.
    • Year-to-date segment pre-tax operating income increased by $24 million, or 13%, compared to the prior-year period. The pre-tax operating margin was 25% for the year-to-date period, which equaled the prior-year period.
    • Pawn receivables increased 12% in total at June 30, 2025 compared to the prior year, driven by an impressive 13% increase in same-store pawn receivables. On a two-year stacked basis, same-store pawn receivables were up 24%.
    • Pawn loan fees increased 9% for the second quarter both in total and on a same-store basis.
    • Retail merchandise sales increased 9% in the second quarter of 2025 compared to the prior-year quarter, while same-store retail sales increased 7% compared to the prior-year quarter.
    • Retail sales margins increased to 43% for the second quarter compared to 42% in the prior-year quarter. Annualized inventory turnover was 2.8 times for the trailing twelve months ended June 30, 2025, which equaled the inventory turnover during the same prior-year period. Inventories aged greater than one year at June 30, 2025 remained low at 2% of total inventories.

    Latin America Pawn Segment Operating Results

    Note: Certain growth rates below are calculated on a constant or local currency basis, a non-GAAP financial measure defined at the end of this release. The average Mexican peso to U.S. dollar exchange rate for the second quarter of 2025 was 19.5 pesos / dollar, an unfavorable change of 13% versus the comparable prior-year period, and for the six month period ended June 30, 2025 was 20.0 pesos / dollar, an unfavorable change of 17% versus the prior-year period.

    • Despite the 13% decrease in the average Mexican peso exchange rate, second quarter segment pre-tax operating income increased 10% on a U.S. dollar basis and totaled a record $41 million compared to last year. On a local currency basis, segment earnings increased 22% over last year, with resulting segment pre-tax operating margins of 20% for both measures, compared to 18% in the prior year.
    • Year-to-date segment pre-tax operating income totaled $72 million, a 5% increase on a U.S. dollar-basis compared to the prior-year period and an 18% increase on a local currency basis. The year-to-date pre-tax operating margin increased to 19% compared to 17% in the prior-year period.
    • Pawn receivables at June 30, 2025 increased 11% on a U.S. dollar basis while increasing 14% on a constant currency basis compared to the prior year. On a same-store basis, pawn receivables increased 10% on a U.S. dollar basis and increased 13% on a constant currency basis compared to the prior year.
    • While total and same-store pawn loan fees in the second quarter decreased 1% and 2% on a U.S. dollar-basis, respectively, they both increased 11% on a constant currency basis compared to the prior-year quarter.
    • Retail merchandise sales in the second quarter of 2025 increased 1% on a U.S. dollar-basis compared to the prior-year quarter while increasing 14% on a constant currency basis. On a same-store basis, second quarter retail merchandise sales were flat on a U.S. dollar basis while increasing 13% on a constant currency basis compared to the prior-year quarter.
    • Retail margins were 36% for the second quarter of 2025, which equaled the prior-year quarter. Annualized inventory turnover was 4.1 times for the trailing twelve months ended June 30, 2025 compared to 4.3 times in the prior-year period. Inventories aged greater than one year at June 30, 2025 remained extremely low at 1%.

    American First Finance (AFF) – Retail POS Payment Solutions Segment Operating Results

    • Second quarter segment pre-tax operating income totaled $38 million, an increase of 46% compared to the prior-year quarter. The growth in earnings was driven primarily by gross margin improvement and operating expense reductions. Year-to-date segment pre-tax operating income totaled $90 million, a 53% increase over the prior-year period which was $59 million.
    • While gross revenues for the second quarter decreased 14%, primarily due to the American Freight Warehouse (“A-Freight”) and Conn’s Home Plus (“Conn’s”) bankruptcies in late 2024, net revenue increased 2%, driven by growth in revenue from other merchant partners and lower net credit provisioning expenses.
    • Gross transaction volume of lease and loan originations during the second quarter increased 3%, compared to the second quarter of last year. Excluding 2024 originations from A-Freight and Conn’s, second quarter 2025 origination volume increased approximately 34%. For the year-to-date period, overall gross transaction volume decreased 2% over the same prior-year period and was up 29% excluding A-Freight and Conn’s.
    • As a percentage of the total gross transaction volume, the combined lease and loan loss provision expense was 29% for the second quarter of 2025 compared to 31% in the second quarter of 2024. The decrease reflected lower than expected charge-offs on older portfolio vintages which resulted in net reserve releases. The combined allowance as a percentage of combined leased merchandise and finance receivables at June 30, 2025 was 43% compared to 45% a year ago.
    • Operating expenses decreased 31% compared to the prior-year quarter, primarily due to the elimination of certain expenses associated with supporting the A-Freight and Conn’s relationships in the prior-year period along with continued realization of operating synergies, including greater efficiencies in technology and development infrastructure, coupled with other cost reduction initiatives.

    Cash Flow and Liquidity

    • Consolidated operating cash flows for the twelve month period ended June 30, 2025 grew 26% and totaled $555 million compared to $439 million in the same prior-year period, with significant contributions from each of the Company’s three business segments.
    • Adjusted free cash flows increased 21% to $267 million in the twelve month period ended June 30, 2025 compared to $220 million in the same prior-year period.
    • The operating cash flows helped fund significant growth in earning assets, continued investments in the pawn store platform and shareholder returns over the past twelve months with a nominal increase in net debt:
      • Pawn earning assets (pawn receivables and inventories) increased $99 million compared to last year.
      • A total of 15 pawn stores were acquired for a combined purchase price of $44 million.
      • 42 new pawn stores were added with a combined investment of $16 million in fixed assets and working capital.
      • Real estate purchases totaled $93 million as the Company purchased the underlying real estate at 60 of its existing pawn stores, bringing the number of Company-owned properties to 421 locations.
      • Shareholder returns comprised of stock repurchases and cash dividends of $127 million.
    • Net debt at June 30, 2025 was $1.6 billion, of which $1.5 billion is fixed rate debt with favorable interest rates ranging from 4.625% to 6.875% and maturity dates that do not begin until 2028 and continue into 2032. The outstanding balance under the Company’s $700 million revolving line of credit totaled $152 million at June 30, 2025.
    • Based on trailing twelve month results, the Company’s net debt to adjusted EBITDA ratio improved to 2.6x at June 30, 2025.

    Shareholder Returns

    • The Board of Directors declared a $0.42 per share third quarter cash dividend, which will be paid on August 29, 2025 to stockholders of record as of August 15, 2025. This represents an 11% increase over the previous quarterly dividend.
    • On an annualized basis, the dividend is now $1.68 per share, also representing an 11% increase over the previous annualized dividend of $1.52 per share. Any future dividends are subject to approval by the Company’s Board of Directors.
    • Over the past twelve months, the Company has repurchased 525,000 shares of common stock at a total cost of $60 million and paid out $68 million in cash dividends, representing a payout ratio of approximately 44% of net income over the same period.
    • The Company has $55 million available under the $200 million share repurchase program authorized in July 2023. Future share repurchases are subject to expected liquidity, acquisitions and other investment opportunities, debt covenant restrictions, market conditions and other relevant factors.
    • The Company generated a 14% return on equity and a 7% return on assets for the twelve months ended June 30, 2025. Using adjusted net income for the twelve months ended June 30, 2025, the adjusted return on equity was 17% while the adjusted return on assets was 8%.

    2025 Outlook

    Driven by the strong first half results and continuing customer demand for pawn loans, the outlook for 2025 remains highly positive, with expected year-over-year growth in income driven by the continued growth in earning asset balances coupled with store additions. While the H&T acquisition is now anticipated to close by the end of the third quarter of 2025, the estimates provided below do not yet include revenue and contributions from H&T. Anticipated conditions and trends for the remainder of 2025 include the following:

    Pawn Operations:

    • Pawn operations are expected to remain the primary earnings driver in 2025 as the Company expects segment income from the combined U.S. and Latin America pawn segments to be over 80% of total segment level pre-tax income for the full year.
    • The Company expects further growth in the pawn store base in 2025 through a combination of new store openings and potential small acquisitions.

    U.S. Pawn

    • Based on strong first half results and expected store additions, the outlook for anticipated revenue growth and margins has been increased for all metrics.
    • Same-store pawn loans at June 30, 2025 were up 13% compared to a year ago, with July balances to date up similarly. Given these trends, the outlook for pawn fee growth is now expected to be in a range of 10% to 12% for the full year versus the prior expectation of 9% to 11% for the full year.
    • Retail sales are expected to grow in a high single digit range in 2025 versus prior expectations of mid single digits. Retail sales margins are now targeted at the upper end of the 41% to 42% guidance range.

    Latin America Pawn

    • U.S. dollar-reported first half results for Latin America in 2025 were negatively impacted by the lower exchange rate for the Mexican peso during the first half of this year compared to last year. With the recent favorable movement in the peso and the better than expected growth in the underlying business, the Company is increasing its full year revenue outlook for the Latin America pawn segment.
    • Same-store pawn receivables at June 30, 2025 were up 10% on a U.S. dollar basis and up 13% on a constant currency basis, with July balances to date up similarly. Full year pawn fee growth is now expected to increase in a range of 10% to 12% on a local currency basis and is now projected to be flat to up slightly on a U.S. dollar basis versus prior expectations of flat to down slightly on a U.S. dollar basis.
    • Retail sales in Latin America are also expected to track similarly to pawn fees in 2025 with consistent retail margins.

    Retail POS Payment Solutions (AFF) Operations:

    • The forecast for full year origination volume for 2025 is expected to be relatively consistent with the 2024 volume. Excluding 2024 originations from Conn’s and A-Freight, origination volumes are expected to increase in a range of 20% to 25% over 2024, reflecting continued diversification outside the furniture vertical.
    • The outlook for full year net revenues has improved, with the revised forecast for net revenues now expected to decline only 6% to 8% compared to last year versus the previously forecasted decline of 8% to 12%.
    • The net lease and loan charge-off rates for the second half of 2025 are expected to remain consistent with the charge-off rates in the second half of last year. Quarterly operating expenses for the balance of 2025 are expected to remain generally consistent with the second quarter run rate.

    Tax Rates and Currency:

    • The full year 2025 effective income tax rate under current tax codes in the U.S. and Latin America is expected to range from 24.5% to 25.5%.
    • Each full point change in the exchange rate of the Mexican peso is projected to have an annual earnings impact of approximately $0.10 per share.

    Additional Commentary and Analysis

    Mr. Wessel further commented on FirstCash’s second quarter results and the outlook for the remainder of 2025, “Operating performance across all business segments continues to be incredibly strong, driving year-to-date earnings per share growth of 32% on a GAAP basis and a 33% increase on an adjusted basis. FirstCash also achieved another significant earnings milestone this quarter with adjusted EBITDA for the trailing twelve months exceeding $600 million for the first time in Company history.

    “The U.S. pawn segment has now recorded eight consecutive quarters of double-digit growth in same-store receivables with continuing demand remaining strong thus far in July. At the same time, we remain disciplined in managing loan-to-value ratios as evidenced by the improved U.S. retail margins in the second quarter. The demand for value priced merchandise remains strong as well with same-store retail sales up 7% for the most recent quarter.

    “In Latin America, we have seen tremendous growth in pawn receivables over the last three quarters, including a 13% increase in same-store pawn receivables in the second quarter. This trend continued to accelerate, with same-store pawn loan originations in Mexico up over 20% over the last thirty days. Our outlook for Latin America is further enhanced by the improved exchange rate for the Mexican peso since the last quarter, which has reduced the previously anticipated currency headwinds and improved our full year outlook for the region.

    “Solid performance at AFF further bolstered second quarter and year-to-date operating results for our Retail POS Payment Solutions segment. AFF now has over 15,000 active doors, an increase of 19% over a year ago. Coupled with a 12% increase in same-door originations, AFF fully offset the impact of the loss of two significant merchant partners to bankruptcy last year and realized an overall total increase in originations in the second quarter. Growth continues to be particularly robust in verticals such as elective medical and automotive services. Driven by the solid revenue performance and significant expense savings, profitability for AFF has been especially strong in the first half of the year.

    “Looking ahead, we continue to progress toward the closing of the H&T acquisition. H&T represents a highly complementary strategic fit as the U.K.’s largest pawnbroker, operating with a network of 285 stores, which will expand FirstCash’s geographic footprint into a new and attractive market further providing the Company with enhanced scale, operating efficiencies and long-term growth opportunities. We continue to believe in the financial and strategic rationale for expanding our international operations as part of our long-term growth strategy.

    “Lastly, based on strong earnings results, robust operating cash flows and the strength of its balance sheet, FirstCash continues to make significant investments in new stores, acquisitions and shareholder returns. To that end, we are again pleased to announce an increased quarterly cash dividend to be paid in August which is expected to provide an annualized payout of $1.68 per share further augmenting shareholder returns” concluded Mr. Wessel.

    About FirstCash

    FirstCash is the leading international operator of pawn stores focused on serving cash and credit-constrained consumers. FirstCash’s more than 3,000 pawn stores in the U.S. and Latin America buy and sell a wide variety of jewelry, electronics, tools, appliances, sporting goods, musical instruments and other merchandise, and make small non-recourse pawn loans secured by pledged personal property. FirstCash’s pawn segments in the U.S. and Latin America currently account for approximately 80% of annualized segment earnings, with the remainder provided by its wholly owned subsidiary, AFF, which provides lease-to-own and retail finance payment solutions for consumer goods and services.

    FirstCash is a component company in both the Standard & Poor’s MidCap 400 Index® and the Russell 2000 Index®. FirstCash’s common stock (ticker symbol “FCFS”) is traded on the Nasdaq, the creator of the world’s first electronic stock market. For additional information regarding FirstCash and the services it provides, visit FirstCash’s websites located at http://www.firstcash.com and http://www.americanfirstfinance.com.

    Forward-Looking Information

    This release contains forward-looking statements about the business, financial condition, outlook and prospects of FirstCash Holdings, Inc. and its wholly owned subsidiaries (together, the “Company”), including the Company’s outlook for 2025 and the Company’s previously announced H&T acquisition. Forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as “outlook,” “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,” “potential,” “confident,” “optimistic,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, guidance, expectations, outlook and future plans. Forward-looking statements can also be identified by the fact these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties.

    While the Company believes the expectations reflected in forward-looking statements are reasonable, there can be no assurances such expectations will prove to be accurate. Security holders are cautioned that such forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially from those anticipated by the forward-looking statements made in this release. Such factors and risks may include, without limitation, risks related to the extensive regulatory environment in which the Company operates, including uncertainty involving the current regulatory environment under the current presidential administration; risks associated with the legal and regulatory proceedings that the Company is a party to or may become a party to in the future; risks related to the Company’s acquisitions, including the failure of the Company’s acquisitions to deliver the estimated value and benefits expected by the Company and the ability of the Company to continue to identify and consummate acquisitions on favorable terms, if at all; risks related to the H&T acquisition, in particular, the ability to obtain the necessary regulatory approvals for the H&T acquisition from the FCA and to satisfy the other closing conditions in the expected timeframe, if at all, and the ability to achieve the anticipated benefits from the H&T acquisition; potential changes in consumer behavior and shopping patterns which could impact demand for the Company’s pawn loan, retail, lease-to-own (“LTO”) and retail finance products; labor shortages and increased labor costs; a deterioration in the economic conditions in the United States and Latin America, including as a result of inflation, elevated interest rates and trade policy, which potentially could have an impact on discretionary consumer spending and demand for the Company’s products; currency fluctuations, primarily involving the Mexican peso; competition the Company faces from other retailers and providers of retail payment solutions; the ability of the Company to successfully execute on its business strategies; contraction in sales activity at merchant partners of the Company’s retail point-of-sale (“POS”) payment solutions business; impact of store closures, financial difficulties or even bankruptcies at the merchant partners of the Company’s retail POS payment solutions business; the ability of the Company’s retail POS payment solutions business to continue to grow its base of merchant partners, including those outside of the furniture vertical; and other risks discussed and described in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”), including the risks described in Part 1, Item 1A, “Risk Factors” thereof, and other reports filed with the SEC. Many of these risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. The forward-looking statements contained in this release speak only as of the date of this release, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

    FIRSTCASH HOLDINGS, INC.
    CONSOLIDATED STATEMENTS OF INCOME
    (unaudited, in thousands)
     
      Three Months Ended   Six Months Ended
      June 30,   June 30,
        2025       2024       2025       2024  
    Revenue:              
    Retail merchandise sales $ 385,125     $ 363,463     $ 756,181     $ 730,284  
    Pawn loan fees   190,822       181,046       382,693       360,581  
    Leased merchandise income   139,784       194,570       296,702       400,241  
    Interest and fees on finance receivables   76,075       56,799       149,488       114,186  
    Wholesale scrap jewelry sales   38,816       35,134       81,981       62,090  
    Total revenue   830,622       831,012       1,667,045       1,667,382  
                   
    Cost of revenue:              
    Cost of retail merchandise sold   230,326       218,147       454,450       441,676  
    Depreciation of leased merchandise   78,272       110,157       167,091       230,441  
    Provision for lease losses   32,543       47,653       60,105       90,663  
    Provision for loan losses   41,761       31,116       78,121       61,534  
    Cost of wholesale scrap jewelry sold   34,904       28,542       70,259       51,831  
    Total cost of revenue   417,806       435,615       830,026       876,145  
                   
    Net revenue   412,816       395,397       837,019       791,237  
                   
    Expenses and other income:              
    Operating expenses   222,493       228,369       437,079       449,505  
    Administrative expenses   59,263       46,602       107,786       90,620  
    Depreciation and amortization   25,864       26,547       51,366       52,574  
    Interest expense   26,337       25,187       53,808       50,605  
    Interest income   (527 )     (261 )     (1,756 )     (1,004 )
    (Gain) loss on foreign exchange   (1,271 )     1,437       (1,285 )     1,251  
    Merger and acquisition expenses   2,777       1,364       3,239       1,961  
    Other income, net   (3,199 )     (26 )     (5,514 )     (2,338 )
    Total expenses and other income   331,737       329,219       644,723       643,174  
                   
    Income before income taxes   81,079       66,178       192,296       148,063  
                   
    Provision for income taxes   21,274       17,105       48,900       37,622  
                   
    Net income $ 59,805     $ 49,073     $ 143,396     $ 110,441  
     
    Certain amounts in the consolidated statement of income for the three and six months ended June 30, 2024 have been reclassified in order to conform to the 2025 presentation.
    FIRSTCASH HOLDINGS, INC.
    CONSOLIDATED BALANCE SHEETS
    (unaudited, in thousands)
     
      June 30,   December 31,
        2025       2024       2024  
    ASSETS          
    Cash and cash equivalents $ 101,467     $ 113,693     $ 175,095  
    Accounts receivable, net   76,062       72,158       73,325  
    Pawn loans   550,718       491,731       517,867  
    Finance receivables, net   154,518       105,401       147,501  
    Inventories   355,733       315,424       334,580  
    Leased merchandise, net   100,689       142,935       128,437  
    Prepaid expenses and other current assets   35,667       31,923       26,943  
    Total current assets   1,374,854       1,273,265       1,403,748  
               
    Property and equipment, net   750,862       661,005       717,916  
    Operating lease right of use asset   342,859       324,651       324,646  
    Goodwill   1,826,184       1,794,957       1,787,172  
    Intangible assets, net   204,643       253,910       228,858  
    Other assets   9,805       9,606       9,934  
    Deferred tax assets, net   5,042       5,014       4,712  
    Total assets $ 4,514,249     $ 4,322,408     $ 4,476,986  
               
    LIABILITIES AND STOCKHOLDERS’ EQUITY          
    Accounts payable and accrued liabilities $ 145,035     $ 141,314     $ 171,540  
    Customer deposits and prepayments   80,848       76,452       72,703  
    Lease liability, current   100,845       97,809       95,161  
    Total current liabilities   326,728       315,575       339,404  
               
    Revolving unsecured credit facilities   152,000       150,000       198,000  
    Senior unsecured notes   1,532,865       1,529,870       1,531,346  
    Deferred tax liabilities, net   125,290       129,060       128,574  
    Lease liability, non-current   237,198       219,454       225,498  
    Total liabilities   2,374,081       2,343,959       2,422,822  
               
    Stockholders’ equity:          
    Common stock   575       575       575  
    Additional paid-in capital   1,760,179       1,760,986       1,767,569  
    Retained earnings   1,520,677       1,296,721       1,411,083  
    Accumulated other comprehensive loss   (96,267 )     (84,366 )     (129,596 )
    Common stock held in treasury, at cost   (1,044,996 )     (995,467 )     (995,467 )
    Total stockholders’ equity   2,140,168       1,978,449       2,054,164  
    Total liabilities and stockholders’ equity $ 4,514,249     $ 4,322,408     $ 4,476,986  
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS
    (UNAUDITED)
     

    The Company organizes its operations into three reportable segments as follows:

    • U.S. pawn
    • Latin America pawn
    • Retail POS payment solutions (AFF)

    Corporate expenses and income, which include administrative expenses, corporate depreciation and amortization, interest expense, interest income, gain on foreign exchange, merger and acquisition expenses, and other income, net, are presented on a consolidated basis and are not allocated to the segments. Intersegment transactions related to AFF’s LTO payment solution product offered in U.S. pawn stores are eliminated from consolidated totals.

    U.S. Pawn Operating Results and Margins (dollars in thousands)

      Three Months Ended        
      June 30,    
      2025
      2024   Increase
    Revenue:                  
    Retail merchandise sales $ 249,918     $ 230,093       9 %  
    Pawn loan fees   130,948       120,332       9 %  
    Wholesale scrap jewelry sales   28,740       26,311       9 %  
    Total revenue   409,606       376,736       9 %  
                       
    Cost of revenue:                  
    Cost of retail merchandise sold   143,149       132,449       8 %  
    Cost of wholesale scrap jewelry sold   26,265       21,269       23 %  
    Total cost of revenue   169,414       153,718       10 %  
                       
    Net revenue   240,192       223,018       8 %  
                       
    Segment expenses:                  
    Operating expenses   133,815       125,192       7 %  
    Depreciation and amortization   8,091       7,231       12 %  
    Total segment expenses   141,906       132,423       7 %  
                       
    Segment pre-tax operating income $ 98,286     $ 90,595       8 %  
                       
    Operating metrics:                  
    Retail merchandise sales margin 43 %   42 %        
    Net revenue margin 59 %   59 %        
    Segment pre-tax operating margin 24 %   24 %        
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS (CONTINUED)
    (UNAUDITED)
     

    U.S. Pawn Operating Results and Margins (dollars in thousands)

      Six Months Ended        
      June 30,    
      2025    2024    Increase
    Revenue:                  
    Retail merchandise sales $ 501,143     $ 467,083       7 %  
    Pawn loan fees   268,896       243,306       11 %  
    Wholesale scrap jewelry sales   62,232       44,037       41 %  
    Total revenue   832,271       754,426       10 %  
                       
    Cost of revenue:                  
    Cost of retail merchandise sold   288,907       272,363       6 %  
    Cost of wholesale scrap jewelry sold   53,489       36,535       46 %  
    Total cost of revenue   342,396       308,898       11 %  
                       
    Net revenue   489,875       445,528       10 %  
                       
    Segment expenses:                  
    Operating expenses   262,766       244,087       8 %  
    Depreciation and amortization   15,691       14,244       10 %  
    Total segment expenses   278,457       258,331       8 %  
                       
    Segment pre-tax operating income $ 211,418     $ 187,197       13 %  
                       
    Operating metrics:                  
    Retail merchandise sales margin 42 %   42 %        
    Net revenue margin 59 %   59 %        
    Segment pre-tax operating margin 25 %   25 %        
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS (CONTINUED)
    (UNAUDITED)
     

    U.S. Pawn Earning Assets and Portfolio Metrics (dollars in thousands, except as otherwise noted)

      As of June 30,    
      2025
      2024   Increase
    Earning assets:                  
    Pawn loans $ 400,143     $ 356,342       12 %  
    Inventories   252,885       223,428       13 %  
      $ 653,028     $ 579,770       13 %  
                       
    Average outstanding pawn loan amount (in ones) $ 286     $ 260       10 %  
                       
    Composition of pawn collateral:                  
    General merchandise 28 %   30 %        
    Jewelry 72 %   70 %        
      100 %   100 %        
                       
    Composition of inventories:                  
    General merchandise 39 %   43 %        
    Jewelry 61 %   57 %        
      100 %   100 %        
                       
    Percentage of inventory aged greater than one year 2 %   1 %        
                       
    Inventory turns (trailing twelve months cost of merchandise sales divided by average inventories) 2.8 times   2.8 times        
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS (CONTINUED)
    (UNAUDITED)
     

    Constant currency results are non-GAAP financial measures, which exclude the effects of foreign currency translation and are calculated by translating current-year results at prior-year average exchange rates. See the “Constant Currency Results” section below for additional discussion of constant currency operating results.

    Latin America Pawn Operating Results and Margins (dollars in thousands)

                          Constant Currency Basis
                          Three Months        
                    Ended        
        Three Months Ended           June 30,   Increase /
        June 30,   Increase /     2025     (Decrease)
          2025         2024     (Decrease)   (Non-GAAP)   (Non-GAAP)
    Revenue:                              
    Retail merchandise sales   $ 135,956       $ 134,445       1   %   $ 153,234       14   %
    Pawn loan fees     59,874         60,714       (1 ) %     67,497       11   %
    Wholesale scrap jewelry sales     10,076         8,823       14   %     10,076       14   %
    Total revenue     205,906         203,982       1   %     230,807       13   %
                                   
    Cost of revenue:                              
    Cost of retail merchandise sold     87,579         86,276       2   %     98,641       14   %
    Cost of wholesale scrap jewelry sold     8,639         7,273       19   %     9,811       35   %
    Total cost of revenue     96,218         93,549       3   %     108,452       16   %
                                   
    Net revenue     109,688         110,433       (1 ) %     122,355       11   %
                                   
    Segment expenses:                              
    Operating expenses     64,414         67,902       (5 ) %     72,340       7   %
    Depreciation and amortization     4,294         5,418       (21 ) %     4,804       (11 ) %
    Total segment expenses     68,708         73,320       (6 ) %     77,144       5   %
                                   
    Segment pre-tax operating income   $ 40,980       $ 37,113       10   %   $ 45,211       22   %
                                   
    Operating metrics:                              
    Retail merchandise sales margin 36  %   36  %         36  %        
    Net revenue margin 53  %   54  %         53  %        
    Segment pre-tax operating margin 20  %   18  %         20  %        
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS (CONTINUED)
    (UNAUDITED)
     

    Latin America Pawn Operating Results and Margins (dollars in thousands)

                          Constant Currency Basis
                          Six Months        
                    Ended        
        Six Months Ended           June 30,   Increase /
        June 30,   Increase /     2025     (Decrease)
          2025         2024     (Decrease)   (Non-GAAP)   (Non-GAAP)
    Revenue:                              
    Retail merchandise sales   $ 256,488       $ 265,294       (3 ) %   $ 296,887       12   %
    Pawn loan fees     113,797         117,275       (3 ) %     131,755       12   %
    Wholesale scrap jewelry sales     19,749         18,053       9   %     19,749       9   %
    Total revenue     390,034         400,622       (3 ) %     448,391       12   %
                                   
    Cost of revenue:                              
    Cost of retail merchandise sold     166,318         170,459       (2 ) %     192,333       13   %
    Cost of wholesale scrap jewelry sold     16,770         15,296       10   %     19,491       27   %
    Total cost of revenue     183,088         185,755       (1 ) %     211,824       14   %
                                   
    Net revenue     206,946         214,867       (4 ) %     236,567       10   %
                                   
    Segment expenses:                              
    Operating expenses     125,831         135,327       (7 ) %     144,841       7   %
    Depreciation and amortization     8,730         10,523       (17 ) %     10,008       (5 ) %
    Total segment expenses     134,561         145,850       (8 ) %     154,849       6   %
                                   
    Segment pre-tax operating income   $ 72,385       $ 69,017       5   %   $ 81,718       18   %
                                   
    Operating metrics:                              
    Retail merchandise sales margin 35  %   36  %         35  %        
    Net revenue margin 53  %   54  %         53  %        
    Segment pre-tax operating margin 19  %   17  %         18  %        
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS (CONTINUED)
    (UNAUDITED)
     

    Latin America Pawn Earning Assets and Portfolio Metrics (dollars in thousands, except as otherwise noted)

                          Constant Currency Basis
                          As of        
                          June 30,    
      As of June 30,       2025   Increase
      2025   2024   Increase   (Non-GAAP)   (Non-GAAP)
    Earning assets:                              
    Pawn loans $ 150,575     $ 135,389       11 %     $ 154,466     14 %  
    Inventories   102,848       91,996       12 %       105,501     15 %  
      $ 253,423     $ 227,385       11 %     $ 259,967     14 %  
                                   
    Average outstanding pawn loan amount (in ones) $ 96     $ 89       8 %     $ 98     10 %  
                                   
    Composition of pawn collateral:                              
    General merchandise 57 %   63 %                    
    Jewelry 43 %   37 %                    
      100 %   100 %                    
                                   
    Composition of inventories:                              
    General merchandise 59 %   69 %                    
    Jewelry 41 %   31 %                    
      100 %   100 %                    
                                   
    Percentage of inventory aged greater than one year 1 %   1 %                    
                                   
    Inventory turns (trailing twelve months cost of merchandise sales divided by average inventories) 4.1 times   4.3 times                    
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS (CONTINUED)
    (UNAUDITED)
     

    Retail POS Payment Solutions Operating Results (dollars in thousands)

      Three Months Ended        
      June 30,   Increase /
      2025   2024   (Decrease)
    Revenue:              
    Leased merchandise income $ 139,784   $ 194,570     (28 ) %
    Interest and fees on finance receivables   76,075     56,799     34   %
    Total revenue   215,859     251,369     (14 ) %
                   
    Cost of revenue:              
    Depreciation of leased merchandise   78,529     110,567     (29 ) %
    Provision for lease losses   32,667     47,824     (32 ) %
    Provision for loan losses   41,761     31,116     34   %
    Total cost of revenue   152,957     189,507     (19 ) %
                   
    Net revenue   62,902     61,862     2   %
                   
    Segment expenses:              
    Operating expenses   24,264     35,275     (31 ) %
    Depreciation and amortization   699     678     3   %
    Total segment expenses   24,963     35,953     (31 ) %
                   
    Segment pre-tax operating income $ 37,939   $ 25,909     46   %
      Six Months Ended        
      June 30,   Increase /
      2025   2024   (Decrease)
    Revenue:              
    Leased merchandise income $ 296,702   $ 400,241     (26 ) %
    Interest and fees on finance receivables   149,488     114,186     31   %
    Total revenue   446,190     514,427     (13 ) %
                   
    Cost of revenue:              
    Depreciation of leased merchandise   167,672     231,341     (28 ) %
    Provision for lease losses   60,271     91,004     (34 ) %
    Provision for loan losses   78,121     61,534     27   %
    Total cost of revenue   306,064     383,879     (20 ) %
                   
    Net revenue   140,126     130,548     7   %
                   
    Segment expenses:              
    Operating expenses   48,482     70,091     (31 ) %
    Depreciation and amortization   1,404     1,399       %
    Total segment expenses   49,886     71,490     (30 ) %
                   
    Segment pre-tax operating income $ 90,240   $ 59,058     53   %
    FIRSTCASH HOLDINGS, INC.
    SEGMENT RESULTS (CONTINUED)
    (UNAUDITED)
     

    Retail POS Payment Solutions Gross Transaction Volumes (dollars in thousands)

      Three Months Ended           Six Months Ended        
      June 30,   Increase /   June 30,   Increase /
      2025   2024   (Decrease)   2025   2024   (Decrease)
    Leased merchandise $ 110,516   $ 146,778     (25 ) %   $ 204,822   $ 300,899     (32 ) %
    Finance receivables   149,943     105,258     42   %     291,205     207,422     40   %
    Total gross transaction volume $ 260,459   $ 252,036     3   %   $ 496,027   $ 508,321     (2 ) %
     

    Retail POS Payment Solutions Earning Assets (dollars in thousands)

      As of June 30,   Increase /
        2025       2024     (Decrease)
    Leased merchandise, net:              
    Leased merchandise, before allowance for lease losses $ 170,824     $ 246,457       (31 ) %
    Less allowance for lease losses   (69,972 )     (103,301 )     (32 ) %
    Leased merchandise, net $ 100,852     $ 143,156       (30 ) %
                   
    Finance receivables, net:              
    Finance receivables, before allowance for loan losses $ 277,392     $ 205,362       35   %
    Less allowance for loan losses   (122,874 )     (99,961 )     23   %
    Finance receivables, net $ 154,518     $ 105,401       47   %
     

    Portfolio Metrics

      Three Months Ended   Six Months Ended
      June 30,   June 30,
        2025       2024       2025       2024  
    Leased merchandise portfolio metrics:                      
    Provision rate (1) 30 %   33 %   29 %   30 %
    Average monthly net charge-off rate (2), (3) 6.2 %   5.4 %   6.2 %   5.4 %
    Delinquency rate (4) 23.2 %   23.0 %   23.2 %   23.0 %
                           
    Finance receivables portfolio metrics:                      
    Provision rate (1) 28 %   30 %   27 %   30 %
    Average monthly net charge-off rate (2) 4.6 %   4.5 %   4.4 %   4.7 %
    Delinquency rate (4) 20.6 %   20.0 %   20.6 %   20.0 %

    (1) Calculated as provision for lease or loan losses as a percentage of the respective gross transaction volume originated.
    (2) Calculated as charge-offs, net of recoveries, as a percentage of the respective average earning asset balance before allowance for lease or loan losses.

    (3) The increase in leased merchandised net charge-off rate for 2025 is the expected result given reduced originations of new leases in 2025.
    (4) Calculated as the percentage of the respective contractual earning asset balance owed that is 1 to 89 days past due (the Company charges off leases and finance receivables when they are 90 days or more contractually past due).

    FIRSTCASH HOLDINGS, INC.
    PAWN STORE LOCATIONS AND MERCHANT PARTNER LOCATIONS
     

    Pawn Operations

    As of June 30, 2025, the Company operated 3,027 pawn store locations composed of 1,194 stores in 29 U.S. states and the District of Columbia, 1,731 stores in 32 states in Mexico, 72 stores in Guatemala, 18 stores in El Salvador and 12 stores in Colombia.

    The following tables detail pawn store count activity for the three and six months ended June 30, 2025:

      Three Months Ended June 30, 2025
      U.S.   Latin America   Total
    Total locations, beginning of period 1,197     1,826     3,023  
    New locations opened 1     9     10  
    Locations acquired 3         3  
    Consolidation of existing pawn locations (1) (7 )   (2 )   (9 )
    Total locations, end of period 1,194     1,833     3,027  
               
               
      Six Months Ended June 30, 2025
      U.S.   Latin America   Total
    Total locations, beginning of period 1,200     1,826     3,026  
    New locations opened 2     19     21  
    Locations acquired 4         4  
    Consolidation of existing pawn locations (1) (12 )   (12 )   (24 )
    Total locations, end of period 1,194     1,833     3,027  

    (1) Store consolidations were primarily acquired locations which have been combined with overlapping stores and for which the Company expects to maintain a significant portion of the acquired customer base in the consolidated location.

    Retail POS Payment Solutions

    As of June 30, 2025, AFF provided LTO and retail POS payment solutions for consumer goods and services through a network of approximately 15,300 active retail merchant partner locations. This compares to the active door count of approximately 12,800 locations at June 30, 2024.

    FIRSTCASH HOLDINGS, INC.
    RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
    TO GAAP FINANCIAL MEASURES
    (UNAUDITED)
     

    The Company uses certain financial calculations such as adjusted net income, adjusted diluted earnings per share, EBITDA, adjusted EBITDA, free cash flow, adjusted free cash flow, adjusted return on equity, adjusted return on assets and constant currency results as factors in the measurement and evaluation of the Company’s operating performance and period-over-period growth. The Company derives these financial calculations on the basis of methodologies other than generally accepted accounting principles (“GAAP”), primarily by excluding from a comparable GAAP measure certain items the Company does not consider to be representative of its actual operating performance. These financial calculations are “non-GAAP financial measures” as defined under the SEC rules. The Company uses these non-GAAP financial measures in operating its business because management believes they are less susceptible to variances in actual operating performance that can result from the excluded items, other infrequent charges and currency fluctuations. The Company presents these financial measures to investors because management believes they are useful to investors in evaluating the primary factors that drive the Company’s core operating performance and provide greater transparency into the Company’s results of operations. However, items that are excluded and other adjustments and assumptions that are made in calculating these non-GAAP financial measures are significant components in understanding and assessing the Company’s financial performance. These non-GAAP financial measures should be evaluated in conjunction with, and are not a substitute for, the Company’s GAAP financial measures. Further, because these non-GAAP financial measures are not determined in accordance with GAAP, and are thus susceptible to varying calculations, the non-GAAP financial measures, as presented, may not be comparable to other similarly-titled measures of other companies.

    The Company has adjusted the applicable financial calculations to exclude merger and acquisition expenses, amortization of acquired AFF intangible assets, the Consumer Financial Protection Bureau (“CFPB”) litigation settlement and certain other income and expenses. The Company does not consider these items to be related to the organic operations of the Company’s businesses or its continuing operations and are generally not relevant to assessing or estimating the long-term performance of the Company. In addition, excluding these items allows for more accurate comparisons of the financial results to prior periods. Merger and acquisition expenses include incremental costs directly associated with merger and acquisition activities, including professional fees, legal expenses, severance, retention and other employee-related costs, contract breakage costs and costs related to the consolidation of technology systems and corporate facilities, among others.

    FIRSTCASH HOLDINGS, INC.
    RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
    TO GAAP FINANCIAL MEASURES (CONTINUED)
    (UNAUDITED)
     

    Adjusted Net Income and Adjusted Diluted Earnings Per Share

    Management believes the presentation of adjusted net income and adjusted diluted earnings per share provides investors with greater transparency and provides a more complete understanding of the Company’s financial performance and prospects for the future by excluding items that management believes are non-operating in nature and are not representative of the Company’s core operating performance. In addition, management believes the adjustments shown below are useful to investors in order to allow them to compare the Company’s financial results for the current periods presented with the prior periods presented.

    The following tables provide a reconciliation between net income and diluted earnings per share calculated in accordance with GAAP to adjusted net income and adjusted diluted earnings per share, which are shown net of tax (in thousands, except per share amounts):

                      Trailing Twelve
      Three Months Ended   Six Months Ended   Months Ended
      June 30,   June 30,   June 30,
        2025       2024     2025       2024     2025     2024  
      In Thousands   In Thousands   In Thousands   In Thousands   In Thousands   In Thousands
    Net income, as reported $ 59,805     $ 49,073   $ 143,396     $ 110,441   $ 291,770   $ 237,174  
    Adjustments, net of tax:                      
    Merger and acquisition expenses   2,134       1,047     2,488       1,504     2,690     7,380  
    AFF purchase accounting and other adjustments   9,258       9,572     18,516       19,145     37,660     51,497  
    CFPB litigation settlement   9,390           9,390           9,390      
    Other (income) expenses, net   (967 )     2,206     (1,391 )     997     1,482     (343 )
    Adjusted net income $ 79,620     $ 61,898   $ 172,399     $ 132,087   $ 342,992   $ 295,708  
      Three Months Ended   Six Months Ended
      June 30,   June 30,
        2025     2024   2025   2024
      Per Share   Per Share   Per Share   Per Share
    Diluted earnings per share, as reported $ 1.34     $ 1.08   $ 3.21     $ 2.44
    Adjustments, net of tax:              
    Merger and acquisition expenses   0.05       0.03     0.06       0.03
    AFF purchase accounting and other adjustments   0.21       0.21     0.41       0.42
    CFPB litigation settlement   0.21           0.21      
    Other (income) expenses, net   (0.02 )     0.05     (0.03 )     0.02
    Adjusted diluted earnings per share $ 1.79     $ 1.37   $ 3.86     $ 2.91
    FIRSTCASH HOLDINGS, INC.
    RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
    TO GAAP FINANCIAL MEASURES (CONTINUED)
    (UNAUDITED)
     

    Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA

    The Company defines EBITDA as net income before income taxes, depreciation and amortization, interest expense and interest income and adjusted EBITDA as EBITDA adjusted for certain items, as listed below, that management considers to be non-operating in nature and not representative of its actual operating performance. The Company believes EBITDA and adjusted EBITDA are commonly used by investors to assess a company’s financial performance, and adjusted EBITDA is used as a starting point in the calculation of the consolidated total debt ratio as defined in the Company’s senior unsecured notes. The following table provides a reconciliation of net income to EBITDA and adjusted EBITDA (in thousands):

                                Trailing Twelve
        Three Months Ended   Six Months Ended   Months Ended
        June 30,   June 30,   June 30,
        2025   2024   2025   2024   2025   2024
    Net income   $ 59,805     $ 49,073     $ 143,396     $ 110,441     $ 291,770     $ 237,174  
    Income taxes     21,274       17,105       48,900       37,622       95,239       80,001  
    Depreciation and amortization     25,864       26,547       51,366       52,574       103,733       107,574  
    Interest expense     26,337       25,187       53,808       50,605       108,429       101,880  
    Interest income     (527 )     (261 )     (1,756 )     (1,004 )     (2,687 )     (1,548 )
    EBITDA     132,753       117,651       295,714       250,238       596,484       525,081  
    Adjustments:                                    
    Merger and acquisition expenses     2,777       1,364       3,239       1,961       3,506       9,600  
    AFF purchase accounting and other adjustments (1)                                   13,968  
    CFPB litigation settlement     11,000             11,000             11,000        
    Other (income) expenses, net     (1,401 )     2,867       (1,944 )     1,275       1,982       (486 )
    Adjusted EBITDA   $ 145,129     $ 121,882     $ 308,009     $ 253,474     $ 612,972     $ 548,163  

    (1) For the twelve months ended June 30, 2024, amount represents other non-recurring costs included in administrative expenses related to a discontinued finance product.

    FIRSTCASH HOLDINGS, INC.
    RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
    TO GAAP FINANCIAL MEASURES (CONTINUED)
    (UNAUDITED)
     

    Free Cash Flow and Adjusted Free Cash Flow

    For purposes of its internal liquidity assessments, the Company considers free cash flow and adjusted free cash flow. The Company defines free cash flow as cash flow from operating activities less purchases of furniture, fixtures, equipment and improvements and net fundings/repayments of pawn loan and finance receivables, which are considered to be operating in nature by the Company but are included in cash flow from investing activities. Adjusted free cash flow is defined as free cash flow adjusted for merger and acquisition expenses paid that management considers to be non-operating in nature.

    Free cash flow and adjusted free cash flow are commonly used by investors as additional measures of cash generated by business operations that may be used to repay scheduled debt maturities and debt service or, following payment of such debt obligations and other non-discretionary items, that may be available to invest in future growth through new business development activities or acquisitions, repurchase stock, pay cash dividends or repay debt obligations prior to their maturities. These metrics can also be used to evaluate the Company’s ability to generate cash flow from business operations and the impact that this cash flow has on the Company’s liquidity. However, free cash flow and adjusted free cash flow have limitations as analytical tools and should not be considered in isolation or as a substitute for cash flow from operating activities or other income statement data prepared in accordance with GAAP. The following table reconciles cash flow from operating activities to free cash flow and adjusted free cash flow (in thousands):

                        Trailing Twelve
        Three Months Ended   Six Months Ended   Months Ended
        June 30,   June 30,   June 30,
          2025       2024       2025       2024       2025       2024  
    Cash flow from operating activities   $ 116,854     $ 106,187     $ 243,494     $ 228,719     $ 554,733     $ 439,192  
    Cash flow from certain investing activities:                        
    Pawn loans, net (1)     (50,032 )     (46,036 )     (30,592 )     (20,887 )     (81,704 )     (56,053 )
    Finance receivables, net     (35,411 )     (22,252 )     (55,977 )     (37,563 )     (157,728 )     (95,880 )
    Purchases of furniture, fixtures, equipment and improvements     (12,952 )     (16,237 )     (25,866 )     (42,664 )     (51,447 )     (74,464 )
    Free cash flow     18,459       21,662       131,059       127,605       263,854       212,795  
    Merger and acquisition expenses paid, net of tax benefit     2,134       1,047       2,488       1,504       2,690       7,380  
    Adjusted free cash flow   $ 20,593     $ 22,709     $ 133,547     $ 129,109     $ 266,544     $ 220,175  

    (1) Includes the funding of new loans net of cash repayments and recovery of principal through the sale of inventories acquired from forfeiture of pawn collateral.

    FIRSTCASH HOLDINGS, INC.
    RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
    TO GAAP FINANCIAL MEASURES (CONTINUED)
    (UNAUDITED)
     

    Adjusted Return on Equity and Adjusted Return on Assets

    Management believes the presentation of adjusted return on equity and adjusted return on assets provides investors with greater transparency and provides a more complete understanding of the Company’s financial performance by excluding items that management believes are non-operating in nature and not representative of the Company’s core operating performance.

    Annualized adjusted return on equity and adjusted return on assets is calculated as follows (dollars in thousands):

      Trailing Twelve
      Months Ended
      June 30, 2025
    Adjusted net income (1) $ 342,992  
         
    Average stockholders’ equity (average of five most recent quarter-end balances) $ 2,046,067  
    Adjusted return on equity (trailing twelve months adjusted net income divided by average equity) 17 %
         
    Average total assets (average of five most recent quarter-end balances) $ 4,426,553  
    Adjusted return on assets (trailing twelve months adjusted net income divided by average total assets) 8 %

    (1) See detail of adjustments to net income in the “Adjusted Net Income and Adjusted Diluted Earnings Per Share” section above.

    Constant Currency Results

    The Company’s reporting currency is the U.S. dollar, however, certain performance metrics discussed in this release are presented on a “constant currency” basis, which is considered a non-GAAP financial measure. The Company’s management uses constant currency results to evaluate operating results of business operations in Latin America, which are transacted in local currencies in Mexico, Guatemala and Colombia. The Company also has operations in El Salvador, where the reporting and functional currency is the U.S. dollar.

    The Company believes constant currency results provide valuable supplemental information regarding the underlying performance of its business operations in Latin America, consistent with how the Company’s management evaluates such performance and operating results. Constant currency results reported herein are calculated by translating certain balance sheet and income statement items denominated in local currencies using the exchange rate from the prior-year comparable period, as opposed to the current comparable period, in order to exclude the effects of foreign currency rate fluctuations for purposes of evaluating period-over-period comparisons. See the Latin America pawn segment tables elsewhere in this release for additional reconciliation of certain constant currency amounts to as reported GAAP amounts.

    FIRSTCASH HOLDINGS, INC.
    RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
    TO GAAP FINANCIAL MEASURES (CONTINUED)
    (UNAUDITED)
     

    Exchange Rates for the Mexican Peso, Guatemalan Quetzal and Colombian Peso

      June 30,   Favorable /
      2025   2024   (Unfavorable)
    Mexican peso / U.S. dollar exchange rate:              
    End-of-period 18.9   18.4     (3 ) %
    Three months ended 19.5   17.2     (13 ) %
    Six months ended 20.0   17.1     (17 ) %
                   
    Guatemalan quetzal / U.S. dollar exchange rate:              
    End-of-period 7.7   7.8     1   %
    Three months ended 7.7   7.8     1   %
    Six months ended 7.7   7.8     1   %
                   
    Colombian peso / U.S. dollar exchange rate:              
    End-of-period 4,070   4,148     2   %
    Three months ended 4,199   3,927     (7 ) %
    Six months ended 4,195   3,921     (7 ) %

    The MIL Network

  • Israel studies Hamas reply to Gaza ceasefire plan as fighting continues

    Source: Government of India

    Source: Government of India (4)

    Israel is reviewing a revised response from Hamas to a proposed ceasefire and hostage release deal, Prime Minister Benjamin Netanyahu’s office said on Thursday, as Israeli air and ground strikes continued to pound the Gaza Strip.

    Hamas confirmed it had handed over a new proposal, but did not disclose its contents. A previous version, submitted late on Tuesday, was rejected by mediators as insufficient and was not even passed to Israel, sources familiar with the situation said.

    Both sides are facing huge pressure at home and abroad to reach a deal, with the humanitarian conditions inside Gaza deteriorating sharply amidst widespread, acute hunger in the Palestinian enclave that has shocked the world.

    A senior Israeli official was quoted by local media as saying the new text was something Israel could work with. However, Israel’s Channel 12 said a rapid deal was not within reach, with gaps remaining between the two sides, including over where the Israeli military should withdraw to during any truce.

    A Palestinian official close to the talks told Reuters the latest Hamas position was “flexible, positive and took into consideration the growing suffering in Gaza and the need to stop the starvation”.

    Dozens of people have starved to death in Gaza the last few weeks as a wave of hunger crashes on the Palestinian enclave, according to local health authorities. The World Health Organization said on Wednesday 21 children under the age of five were among those who died of malnutrition so far this year.

    Israel, which cut off all supplies to Gaza from the start of March and reopened it with new restrictions in May, says it is committed to allowing in aid but must control it to prevent it from being diverted by militants.

    It says it has let in enough food for Gaza’s 2.2 million people over the course of the war, and blames the United Nations for being slow to deliver it; the U.N. says it is operating as effectively as possible under conditions imposed by Israel.

    AIRSTRIKES

    The war between Israel and Hamas has been raging for nearly two years since Hamas killed some 1,200 people and took 251 hostages from southern Israel in the deadliest single attack in Israel’s history.

    Israel has since killed nearly 60,000 Palestinians in Gaza, decimated Hamas as a military force, reduced most of the territory to ruins and forced nearly the entire population to flee their homes multiple times.

    Israeli forces on Thursday hit the central Gaza towns of Nuseirat, Deir Al-Balah and Bureij.

    Health officials at Al-Awda Hospital said three people were killed in an airstrike on a house in Nuseirat, three more died from tank shelling in Deir Al-Balah, and separate airstrikes in Bureij killed a man and a woman and wounded several others.

    Nasser hospital said three people were killed by Israeli gunfire while seeking aid in southern Gaza near the so-called Morag axis between Khan Younis and Rafah. The Israeli military said Palestinian militants had fired a projectile overnight from Khan Younis toward an aid distribution site near Morag. It was not immediately clear whether the incidents were linked.

    Washington has been pushing the warring sides towards a deal for a 60-day ceasefire that would free some of the remaining 50 hostages held in Gaza in return for prisoners jailed in Israel, and allow in aid.

    U.S. Middle East peace envoy Steve Witkoff travelled to Europe this week for meetings on the Gaza war and a range of other issues.

    An Israeli official said Strategic Affairs Minister Ron Dermer would meet Witkoff on Friday if the gaps between Israel and Hamas over the terms of a ceasefire had narrowed sufficiently.

    Hamas is facing growing domestic pressure amid deepening humanitarian hardship in Gaza and continued Israeli advances.

    Mediators say the group is seeking a withdrawal of Israeli troops to positions held before March 2, when Israel ended a previous ceasefire, and the delivery of aid under U.N. supervision.

    That would exclude a newly formed U.S.-based group, the Gaza Humanitarian Fund, which began handing out food in May at sites located near Israeli troops who have shot dead hundreds of Palestinians trying to get aid.

    (Reuters)

  • MIL-OSI Asia-Pac: Inland Revenue Department alerts public to fraudulent emails

    Source: Hong Kong Government special administrative region

    Inland Revenue Department alerts public to fraudulent emails 
         The IRD has no connection with the emails and has reported the case to the Police for further investigation.

         The IRD reminded members of the public not to open suspicious emails or visit hyperlinks provided in such emails.
    Issued at HKT 17:10

    NNNN

    MIL OSI Asia Pacific News

  • MIL-OSI: OMS Energy Technologies Inc. Announces Fiscal Year 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    SINGAPORE, July 24, 2025 (GLOBE NEWSWIRE) — OMS Energy Technologies Inc. (“OMS” or the “Company”) (NASDAQ: OMSE), a growth-oriented manufacturer of surface wellhead systems (“SWS”) and oil country tubular goods (“OCTG”) for the oil and gas industry, today announced its financial results for the fiscal year ended March 31, 2025.

    Fiscal Year 2025 Financial Highlights

    • Total revenues in 2025 were $203.6 million, compared with $18.2 million for the period from April 1, 2023, through June 15, 2023, and $163.3 million for the period from June 16, 2023, through March 31, 2024.
    • Gross margin in 2025 was 33.9%, compared with 27.6% for the period from April 1, 2023, through June 15, 2023, and 29.9% for the period from June 16, 2023, through March 31, 2024.
    • Operating profit in 2025 was $59.9 million, compared with $3.2 million for the period from April 1, 2023, through June 15, 2023, and $40.2 million for the period from June 16, 2023, through March 31, 2024.

    Mr. How Meng Hock, Chairman and Chief Executive Officer of OMS, commented, “We are extremely proud to report strong results for fiscal year 2025 in our first earnings announcement as a publicly listed company. Our double-digit revenue growth, expanded gross margin, and increase in operating profit are a direct result of our team’s disciplined execution and commitment to delivering value across all areas of our business. We have also recorded several new customer wins and contract renewals since our IPO in May, further broadening and diversifying our revenue base. With our focus on long-term growth, we’re entering fiscal 2026 with strong momentum and a clear strategy for continued innovation and expansion.”

    Mr. Kevin Yeo, Chief Financial Officer, added, “Our fiscal 2025 financial performance reflects both top-line strength and meaningful margin improvement. Total revenues grew to $203.6 million, with gross margin reaching 33.9%. Operating profit increased to $59.9 million, highlighting our enhanced cost discipline and the benefits of growing economies of scale. Our net profit for the year was $47.0 million. When excluding a one-time $49.4 million bargain purchase gain recognized in fiscal 2024 related to the Management Buyout, our underlying profitability in 2025 demonstrates strong growth momentum. Supported by these solid fundamentals, a healthy balance sheet and loyal customer base, we remain confident of driving sustainable growth and building long-term shareholder value.”

    Fiscal Year 2025 Financial Results

    Total revenues. Total revenues in 2025 were $203.6 million, compared with $18.2 million for the period from April 1, 2023, through June 15, 2023, and $163.3 million for the period from June 16, 2023, through March 31, 2024.

    • Specialty connectors and pipes. Revenues from sales of specialty connectors and pipes in 2025 were $143.1 million, compared with $5.1 million for the period from April 1, 2023, through June 15, 2023, and $113.5 million for the period from June 16, 2023, through March 31, 2024. This increase was primarily due to a significant increase in demand from one of the Company’s major customers who had higher levels of business activities related to oil and gas production.
    • Surface wellhead and Christmas tree equipment. Revenues from sales of surface wellhead and Christmas tree equipment in 2025 were $8.7 million, compared with $3.0 million for the period from April 1, 2023, through June 15, 2023, and $6.8 million for the period from June 16, 2023, through March 31, 2024. This decrease was primarily due to delayed demand from one of the Company’s major customers in Indonesia, who is rationalizing their requirements as they plan for increased production to meet Indonesia’s energy security plan, as well as a delayed shipment to the Middle East which will materialize in the fiscal year 2026.
    • Premium threading services. Revenues from rendering of premium threading services in 2025 were $36.8 million, compared with $7.6 million for the period from April 1, 2023, through June 15, 2023, and $31.1 million for the period from June 16, 2023, through March 31, 2024. This slight decrease was primarily attributable to a relatively stable level of rig activities across oil and gas customers in the countries that drive demand for the Company’s premium threading services.
    • Other ancillary services. Revenues generated from other ancillary services in 2025 were $15.0 million, compared with $2.4 million for the period from April 1, 2023, through June 15, 2023, and $11.9 million for the period from June 16, 2023, through March 31, 2024. This increase was primarily due to greater customer demand for engineering testing, inspection and maintenance services.

    Cost of revenues. Cost of revenues in 2025 was $134.6 million, compared with $13.2 million for the period from April 1, 2023, through June 15, 2023, and $114.5 million for the period from June 16, 2023, through March 31, 2024.

    Gross profit. Gross profit in 2025 was $69.0 million, compared with $5.0 million for the period from April 1, 2023, through June 15, 2023, and $48.7 million for the period from June 16, 2023, through March 31, 2024. Gross margin in 2025 was 33.9%, compared with 27.6% for the period from April 1, 2023, through June 15, 2023, and 29.9% for the period from June 16, 2023, through March 31, 2024. The increase was mainly due to the growth in total revenues, as well as the benefits from economies of scale stemming from higher sales volume, sourcing productivity and an increase in the proportion of higher-margin services performed.

    Selling, general and administrative expenses. Selling, general and administrative expenses in 2025 were $9.1 million, compared with $1.8 million for the period from April 1, 2023, through June 15, 2023, and $8.6 million for the period from June 16, 2023, through March 31, 2024. The decrease was mainly due to a decrease in legal and professional fees, staff expenses and depreciation.

    Operating profit. Operating profit in 2025 was $59.9 million, compared with $3.2 million for the period from April 1, 2023, through June 15, 2023, and $40.2 million for the period from June 16, 2023, through March 31, 2024.

    Total other income/(expense), net. Total other income, net in 2025 was $0.2 million, compared with total other expense, net of $0.08 million for the period from April 1, 2023, through June 15, 2023, and total other income, net of $50.2 million for the period from June 16, 2023, through March 31, 2024. The change was primarily due to a non-recurring bargain purchase gain of $49.4 million related to the management buyout in the period from June 16, 2023, through March 31, 2024.

    Net profit. Net profit in 2025 was $47.0 million, compared with $2.4 million for the period from April 1, 2023, through June 15, 2023, and $82.1 million for the period from June 16, 2023, through March 31, 2024.

    Basic and diluted EPS. Basic and diluted earnings per share were both $1.18 in 2025, compared with $2.19 for the period June 16, 2023, through March 31, 2024.

    Balance Sheet and Cash Flow

    As of March 31, 2025, the Company’s cash and cash equivalents and restricted cash totaled $75.8 million, compared with $45.4 million as of March 31, 2024.

    Net cash provided by operating activities was $40.5 million, compared with net cash used of $2.9 million for the period from April 1, 2023, through June 15, 2023, and net cash provided of $24.0 million for the period from June 16, 2023, through March 31, 2024.

    About OMS Energy Technologies Inc.

    OMS Energy Technologies Inc. (NASDAQ: OMSE) is a growth-oriented manufacturer of surface wellhead systems (SWS) and oil country tubular goods (OCTG) for the oil and gas industry. Serving both onshore and offshore exploration and production operators, OMS is a trusted single-source supplier across six vital jurisdictions in the Asia Pacific, Middle Eastern and North African (MENA) regions. The Company’s 11 strategically located manufacturing facilities in key markets ensure rapid response times, customized technical solutions and seamless adaptation to evolving production and logistics needs. Beyond its core SWS and OCTG offerings, OMS also provides premium threading services to maximize operational efficiency for its customers.

    For more information, please visit ir.omsos.com.

    Safe Harbor Statement

    This press release contains statements that may constitute “forward-looking” statements which are made pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the Company’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

    For investor and media inquiries, please contact:

    OMS Energy Technologies Inc.
    Investor Relations
    Email: ir@omsos.com

    Piacente Financial Communications
    Brandi Piacente
    Tel: +1-212-481-2050
    Email: oms@thepiacentegroup.com

    Hui Fan
    Tel: +86-10-6508-0677
    Email: oms@thepiacentegroup.com

    Unaudited Summary of Financial Results

    Consolidated Statements of Financial Positions

                 
        For the
    year ended
    March 31, 2025
        For the
    year ended
    March 31, 2024
     
        US$’000     US$’000  
    Assets            
    Current assets:            
    Cash and cash equivalents   72,950     43,470  
    Restricted cash, current   1,692     1,593  
    Trade receivables   13,467     31,948  
    Contract assets   983     1,730  
    Inventories   32,546     30,689  
    Prepayment and other current assets   1,646     3,067  
    Amount due from a related party   1,584     1,585  
    Total Current Assets   124,868     114,082  
                 
    Non-current assets:            
    Restricted cash, non-current   1,189     367  
    Right-of-use assets   8,086     3,549  
    Property, plant and equipment   32,055     32,040  
    Intangible assets   42     126  
    Deferred tax assets   2,938     2,574  
    Prepayment and other non-current assets   1,327     694  
    Total Non-Current Assets   45,637     39,350  
    Total Assets   170,505     153,432  
                 
    Liabilities            
    Current Liabilities:            
    Trade and other payables   15,070     47,535  
    Loans and borrowings       6,504  
    Tax payable   8,200     6,669  
    Lease liabilities, current   1,187     741  
    Total Current Liabilities   24,457     61,449  
                 
    Non-current Liabilities:            
    Employee benefits obligation   827     751  
    Lease liabilities, non-current   6,096     1,843  
    Deferred tax liabilities   4,217     3,684  
    Other payables, non-current       5,000  
    Provisions   321     351  
    Total Non-Current Liabilities   11,461     11,629  
    Total Liabilities   35,918     73,078  
                 
    Equity            
    Share capital   4     4  
    Share premium   72,648     67,648  
    Retained earnings   58,634     13,818  
    Accumulated other comprehensive loss   (2,397 )   (4,441 )
    Equity attributable to Shareholders of the Company   128,889     77,029  
    Non-controlling interests   5,698     3,325  
    Total equity   134,587     80,354  
                 
    Total liabilities and equity   170,505     153,432  
    Consolidated Statements of Profit or Loss and Other Comprehensive Income
                       
        Successor     Successor     Predecessor  
        For the
    year ended
    March 31, 2025
        For the period
    June 16, 2023
    through
    March 31, 2024
        For the period
    April 1
    through
    June 15, 2023
     
        US$’000     US$’000     US$’000  
    Revenue – third parties   203,607     163,267     16,967  
    Revenue – related parties           1,215  
    Total revenue   203,607     163,267     18,182  
                       
    Cost of revenue – third parties   (134,620 )   (114,525 )   (13,080 )
    Cost of revenue – related parties           (75 )
    Total cost of revenue   (134,620 )   (114,525 )   (13,155 )
                       
    Gross profit   68,987     48,742     5,027  
                       
    Selling, general and administrative expenses   (9,122 )   (8,574 )   (1,790 )
    Operating profit   59,865     40,168     3,237  
                       
    Bargain purchase gain       49,429      
    Other income/(expenses), net – third parties   246     775     (108 )
    Other income, net – related parties           29  
    Total other income/(expenses), net   246     50,204     (79 )
                       
    Finance income – third parties   339     55     9  
    Finance income – related parties           65  
    Total finance income   339     55     74  
                       
    Finance cost – third parties   (284 )   (915 )   (38 )
    Finance cost – related parties           (162 )
    Total finance cost   (284 )   (915 )   (200 )
                       
    Profit before tax   60,166     89,512     3,032  
    Income tax expense   (13,189 )   (7,424 )   (657 )
    Net profit   46,977     82,088     2,375  
                       
    Other comprehensive income/(loss):                  
    Items that will not be reclassified to profit or loss                  
    Foreign currency translation differences   2,258     (1,701 )   (610 )
    Changes resulting from actuarial remeasurement of employee benefits obligation   (2 )   (33 )   (9 )
    Other comprehensive income/(loss), net of tax   2,256     (1,734 )   (619 )
    Total comprehensive income   49,233     80,354     1,756  
                       
    Net profit attributable to:                  
    Shareholders of the Company   44,816     80,880     1,867  
    Non-controlling interests   2,161     1,208     508  
    Net profit   46,977     82,088     2,375  
                       
    Total comprehensive income attributable to:                  
    Shareholders of the Company   46,860     79,184     1,310  
    Non-controlling interests   2,373     1,170     446  
    Total comprehensive income   49,233     80,354     1,756  
                       
    Basic and diluted weighted-average shares outstanding   37,822,500     36,900,000        
    Basic and diluted earnings per share (as adjusted) (US$)   1.18     2.19        
    Consolidated Statements of Cash Flows
                       
        Successor     Successor     Predecessor  
        For the
    year ended
    March 31, 2025
        For the period
    June 16, 2023
    through
    March 31,
    2024
        For the period
    April 1
    through
    June 15,
    2023
     
        US$’000     US$’000     US$’000  
    Operating activities                  
    Net profit   46,977     82,088     2,375  
    Adjustments for:                  
    Income tax expenses   13,189     7,424     657  
    Depreciation of property, plant and equipment   2,711     3,800     251  
    Amortization of intangible assets   84     97     6  
    Depreciation of right-of-use assets   1,412     1,030     140  
    Loss/(gain) on disposal of property, plant and equipment   111     (357 )    
    Allowance for/(reversal of) inventories obsolescence   571     (335 )   (6 )
    Allowance for/(reversal of) expected credit losses   121     (3 )    
    Finance costs   284     915     200  
    Finance income   (339 )   (55 )   (74 )
    Loss/(gain) on unrealized foreign exchange   493     (793 )   134  
    Gain on bargain purchase       (49,429 )    
                       
    Changes in operating assets and liabilities:                  
    Trade receivables   18,975     (17,961 )   (2,727 )
    Contract assets   764     (1,505 )   1,139  
    Inventories   (2,329 )   (20,817 )   (360 )
    Prepayment and other assets   809     418     (1,219 )
    Trade receivables due from related parties       284     (428 )
    Trade and other payables   (32,239 )   26,157     (2,224 )
    Employee benefits obligation   59     11     24  
        51,653     30,969     (2,112 )
    Cash provided by operations:                  
    Interest received   339     55     74  
    Income taxes paid   (11,490 )   (6,979 )   (852 )
    Net cash provided by/(used in) operating activities   40,502     24,045     (2,890 )
                       
    Investing activities                  
    Proceeds from sale of property, plant and equipment       698      
    Cash payment for management buyout       (2,000 )    
    Acquisition of property, plant and equipment   (2,863 )   (3,238 )   (1,200 )
    Acquisition of intangible asset       (11 )    
    Repayment from/(loan to) related parties           20,981  
    Amount due from a related party   1     (1,585 )    
    Net cash (used in)/provided by investing activities   (2,862 )   (6,136 )   19,781  
    Financing activities                  
    Advances from potential investors       5,000      
    Proceeds from loans and borrowings           874  
    Proceeds from loans from related parties           8,845  
    Repayment of loans from related parties           (28,038 )
    Repayment of loans and borrowings   (6,504 )   (3,874 )    
    Interest paid   (253 )   (211 )   (200 )
    Payment of lease liabilities   (1,302 )   (824 )   (197 )
    Net cash (used in)/provided by financing activities   (8,059 )   91     (18,716 )
    Effect of foreign exchange on cash, cash equivalents and restricted cash   820     (2,473 )   (75 )
    Net increase/(decrease) in cash, cash equivalents and restricted cash   30,401     15,527     (1,900 )
    Cash, cash equivalents and restricted cash at beginning of year/period   45,430     29,903     31,803  
    Cash, cash equivalents and restricted cash at end of year/period   75,831     45,430     29,903  
    Less: Restricted cash, non-current   1,189     367     1,150  
    Less: Restricted cash, current   1,692     1,593     1,087  
    Cash and cash equivalents at end of year/period   72,950     43,470     27,666  

    The MIL Network

  • India Celebrates Income Tax Day 2025: A tribute to digital transformation and taxpayer empowerment

    Source: Government of India

    Source: Government of India (4)

    India today commemorates Income Tax Day, marking the 165th anniversary of the introduction of income tax in the country. Celebrated every year on July 24, the day acknowledges the evolution of India’s tax system and its pivotal role in nation-building.

    Income tax was first introduced in India on this day in 1860 by British economist Sir James Wilson to counter the financial strain caused by the First War of Independence in 1857. The framework laid then eventually culminated in the Income Tax Act of 1922 and later the comprehensive Income Tax Act of 1961, which still governs the taxation system in the country today.

    In recent decades, India’s income tax system has undergone a profound digital transformation, shifting from manual record-keeping to a tech-enabled, citizen-friendly administration. The process began with the introduction of the Permanent Account Number (PAN) in 1972, followed by initial computerization in 1981. The current PAN series, introduced in 1995, enabled better tracking and compliance.

    A major technological leap came with the establishment of the Centralized Processing Centre (CPC) in Bengaluru in 2009, allowing for jurisdiction-free, digital processing of tax returns. The Tax Information Network (TIN), and its upgraded version TIN 2.0, further enhanced convenience, offering real-time tax credits and quicker refunds. The Demand Facilitation Centre in Mysuru now serves as a central repository for outstanding tax demands, easing access for both taxpayers and officials.

    The government’s focus on transparency and data-driven governance is also reflected in the use of Project Insight. This integrated data platform enables the Income Tax Department (ITD) to create a 360-degree financial profile of taxpayers by integrating data from various sources, such as GSTN, financial institutions, and property registries. These insights help in detecting discrepancies and prompting voluntary compliance through non-intrusive nudges.

    The Faceless Assessment Scheme, launched in 2019, has revolutionized tax assessments by removing physical interaction between the taxpayer and the tax officer. Taxpayers now receive automated notices, assessments, and communications through a digital platform, enhancing accountability and efficiency.

    Additionally, the Annual Information Statement (AIS), implemented in November 2021, provides individuals with a consolidated view of their financial activity across the year. It pre-fills income tax returns using verified third-party data, minimizing errors and promoting self-compliance. This, along with the e-Verification Scheme, allows discrepancies to be resolved entirely online.

    As part of a continued effort to simplify compliance and encourage voluntary participation, the Finance Act, 2025 has extended the deadline for filing updated income tax returns from 24 months to 48 months. This amendment gives taxpayers more time to correct errors and avoid penalties while ensuring fair contribution.

    Tax collection trends underline the success of these reforms. The total number of Income Tax Returns (ITRs) filed rose by 36% over the past five years, reaching 9.19 crore filings in FY 2024–25, compared to 6.72 crore in FY 2020–21. Gross Direct Tax Collections also saw a sharp rise—from ₹12.31 lakh crore in 2020–21 to ₹27.02 lakh crore in 2024–25, reflecting both economic resilience and improved compliance.

    The Union Budget 2025–26 introduced several relief measures to ease the tax burden on individuals. Under the new tax regime, income up to ₹12 lakh is now tax-free. With the standard deduction of ₹75,000, salaried individuals with income up to ₹12.75 lakh will have zero tax liability. These measures are expected to boost household spending, particularly among the middle class.

    Other notable changes include an increase in TDS and TCS thresholds, decriminalization of TCS payment delays, and full tax exemption for withdrawals from National Savings Scheme (NSS) accounts made after August 29, 2024. The time limit for registering small charitable trusts has also been extended, while taxpayers with two self-occupied properties can now claim exemptions for both without restrictions.

    Significantly, the Income Tax Bill, 2025 has been tabled to replace the Income Tax Act of 1961. While retaining the core principles, the new bill seeks to simplify the language of tax laws, remove redundant provisions, and improve clarity for taxpayers and professionals alike.

  • MIL-OSI: BE Semiconductor Industries N.V. Announces Q2-25 Results

    Source: GlobeNewswire (MIL-OSI)

    Q2-25 Revenue and Net Income of € 148.1 Million and € 32.1 Million, Respectively

    H1-25 Revenue and Net Income of € 292.2 Million and € 63.6 Million, Respectively

    DUIVEN, the Netherlands, July 24, 2025 (GLOBE NEWSWIRE) — BE Semiconductor Industries N.V. (the “Company” or “Besi”) (Euronext Amsterdam: BESI; OTC markets: BESIY), a leading manufacturer of assembly equipment for the semiconductor industry, today announced its results for the second quarter and first half year ended June 30, 2025.

    Key Highlights Q2-25

    • Revenue of € 148.1 million grew 2.8% vs. Q1-25 and was within prior guidance due primarily to higher die attach shipments for mainstream computing applications. Revenue decreased 2.1% vs. Q2-24 principally due to weakness in mobile end markets partially offset by growth in hybrid bonding shipments
    • Orders of € 128.0 million decreased 3.0% vs. Q1-25 due primarily due to ongoing weakness in mainstream computing and mobile applications partially offset by significant new orders for TCB Next systems. Orders declined 30.9% vs. Q2-24 due primarily to lower orders for hybrid bonding and mobile applications
    • Gross margin of 63.3% decreased by 0.3 points vs. Q1-25 and by 1.7 points vs. Q2-24 due to a less favorable product mix and adverse forex effects from a decline in the USD versus the euro
    • Net income of € 32.1 million increased 1.9% vs. Q1-25. Versus Q2-24, net income decreased 23.4% due principally to lower revenue and gross margins, increased R&D spending and higher interest expense related to the Senior Note offering in July 2024. Q2-25 net margin decreased to 21.6% vs. 21.9% in Q1-25 and 27.7% in Q2-24
    • Cash and deposits of € 490.2 million at June 30, 2025 increased by 90.6% vs. June 30, 2024 due to the Senior Note offering in July 2024

    Key Highlights H1-25

    • Revenue of € 292.2 million decreased 1.8% vs. H1-24 principally due to ongoing weakness in mainstream assembly markets, particularly for mobile and automotive applications, partially offset by increased shipments of hybrid bonding systems
    • Orders of € 259.9 million were down 17.0% vs. H1-24 primarily due to lower bookings for hybrid bonding systems and for mobile applications, partially offset by increased die attach orders by Asian subcontractors for AI related computing applications and new orders for Besi’s TCB Next system
    • Gross margin of 63.4% decreased by 2.7 points versus H1-24 primarily due to a less favorable product mix and adverse forex effects
    • Net income of € 63.6 million decreased € 12.3 million, or 16.2%, vs. H1-24 primarily due to lower revenue and gross margin and higher interest expense. Similarly, Besi’s net margin decreased to 21.7% versus 25.5% in H1-24

    Q3-25 Outlook  

    • Revenue is expected to decline 5-15% vs. the € 148.1 million reported in Q2-25
    • Orders are expected to increase significantly vs. Q2-25 primarily due to increased demand for hybrid bonding systems and die attach systems for AI-related 2.5D computing applications
    • Gross margin is expected to range between 60-62% and decrease vs. the 63.3% realized in Q2-25 primarily due to adverse forex effects from a significantly lower USD versus the euro
    • Operating expenses are expected to be flat +/- 5% vs. € 50.2 million in Q2-25
    (€ millions, except EPS) Q2-
    2025
    Q1-
    2025
    Δ Q2-
    2024
     
    Δ
    HY1-
    2025
    HY1-
    2024
    Δ
    Revenue 148.1 144.1 +2.8% 151.2 -2.1% 292.2 297.5 -1.8%
    Orders 128.0 131.9 -3.0% 185.2 -30.9% 259.9 313.0 -17.0%
    Gross Margin 63.3% 63.6% -0.3 65.0% -1.7 63.4% 66.1% -2.7
    Operating Income 43.5 39.3 +10.7% 49.3 -11.8% 82.8 90.0 -8.0%
    Net Income 32.1 31.5 +1.9% 41.9 -23.4% 63.6 75.9 -16.2%
    Net Margin 21.6% 21.9% -0.3 27.7% -6.1 21.7% 25.5% -3.8
    EPS (basic) 0.40 0.40 0.53 -24.5% 0.80 0.97 -17.5%
    EPS (diluted) 0.40 0.40 0.53 -24.5% 0.80 0.97 -17.5%
    Net Cash and Deposits -36.0* 159.4 -122.6% 74.4* -148.4% -36.0* 74.4* -148.4%

    * Reflects cash dividend payments of € 172.8 million and € 171.5 million in Q2-25 and Q2-24, respectively.

    Richard W. Blickman, President and Chief Executive Officer of Besi, commented:
    “Besi reported Q2-25 revenue, operating income and net income of € 148.1 million, € 43.5 million and € 32.1 million, respectively. Revenue and operating results were at the midpoint of prior guidance in a mainstream assembly equipment market still affected by soft demand for mobile and automotive applications. Market development in Q2-25 was also affected by increased customer caution due to global trade tensions. Q2-25 revenue and operating income grew sequentially by 2.8% and 10.7%, respectively, as we saw an increase in shipments to Asian subcontractors for AI-related datacenter applications combined with a 4.3% decrease in sequential operating expenses. Orders for the quarter decreased 3.0% versus Q1-25 as weakness in mainstream computing and mobile applications was partially offset by new orders for Besi’s TCB Next system.

    For the first half year, revenue of € 292.2 million decreased 1.8% versus H1-24 reflecting broader assembly market trends as weakness in mobile and, to a lesser extent, automotive end markets was significantly offset by growth in hybrid bonding revenue which more than doubled versus H1-24. Orders decreased by 17.0% due to the timing of customer orders for hybrid bonding systems and a lack of new product introductions in high-end smartphones. H1-25 operating and net income decreased by 8.0% and 16.2%, respectively, versus H1-24 primarily due to lower revenue and a 2.7-point reduction in gross margin from a less favorable product mix, adverse net forex effects from the decline of the USD versus the euro and increased interest expense related to Besi’s Senior Note issuance in July 2024. Liquidity remained strong with cash and deposits of € 490.2 million at June 30, 2025 increasing by 90.6% vs. June 30, 2024 due to the Senior Note offering in July 2024.

    We believe the outlook for Besi’s business in H2-25 has improved in recent weeks based on customer feedback and order trends subsequent to quarter end. Expanded capex budgets for AI infrastructure have been confirmed by each of the leading industry players in recent quarters with new use cases emerging in cloud and edge computing along with co-packaged optics. Advanced packaging is one of the key ways to achieve AI system differentiation, develop innovative consumer edge AI devices and provide the most energy-efficient data center performance. Advanced packaging demand for AI applications remains strong given new device introductions expected in 2026-2028. We believe we are well positioned in the fastest-growing advanced packaging market segments including data centers, photonics, AI-enhanced PCs and mobile devices and EVs/autonomous driving.

    As such, orders for our hybrid bonding systems are expected to increase significantly in H2-25 versus both H1-25 and H2-24 in both advanced logic and HBM4 memory applications as customers advance their technology roadmaps for new product introductions in 2026 and 2027. Customer interest in our TCB Next system for both memory and logic applications has also expanded significantly. TCB Next cycle times have improved with shipments anticipated in Q4-25 from orders received in Q2-25. We also anticipate increased orders for 2.5D advanced packaging systems for AI-related datacenter applications from both global IDMs and Asian subcontractors. In addition, there are early signs of a recovery in our mainstream assembly markets principally related to increased demand by Asian subcontractors for high-end mobile applications and high-performance computing applications for consumer markets.

    For Q3-25, we anticipate that revenue will decline by approximately 5-15% versus Q2-25. However, orders for Q3-25 are expected to increase significantly on a sequential basis due to increased demand for hybrid bonding and 2.5D advanced packaging applications. Besi’s gross margin is anticipated to decline to a range of 60-62% in Q3-25 due to the adverse impact of a 12.8% decline in the value of the USD versus the euro in the first half of 2025. Operating expenses in Q3-25 are expected to be flat plus or minus 5% versus Q2-25 despite increased R&D spending.”

    Share Repurchase Activity
    During the quarter, Besi spent € 20.7 million to repurchase approximately 196,000 of its ordinary shares at an average price of € 105.80 per share. As of June 30, 2025, € 72.2 million of the current € 100 million share repurchase authorization has been used to repurchase approximately 644,000 ordinary shares at an average price of € 111.96 per share. As of June 30, 2025, Besi held approximately 2.0 million shares in treasury, equivalent to 2.5% of shares outstanding.

    Investor and media conference call
    A conference call and webcast for investors and media will be held today at 4:00 pm CET (10:00 am EDT). To register for the conference call and/or to access the audio webcast and webinar slides, please visit www.besi.com.

    Important Dates

    • Publication Q3/Nine-month results
    • Publication Q4/Full year results

    October 23, 2025
    February 2026

    Basis of Presentation
    The accompanying Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union. Reference is made to the Summary of Significant Accounting Policies to the Notes to the Consolidated Financial Statements as included in our 2024 Annual Report, which is available on www.besi.com.

    Contacts:
    Richard W. Blickman, President & CEO
    Andrea Kopp-Battaglia, Senior Vice President Finance
    Claudia Vissers, Executive Secretary/IR coordinator
    Edmond Franco, VP Corporate Development/US IR coordinator
    Michael Sullivan, Investor Relations
    Tel. (31) 26 319 4500
    investor.relations@besi.com

    About Besi
    Besi is a leading manufacturer of assembly equipment supplying a broad portfolio of advanced packaging solutions to the semiconductor and electronics industries. We offer customers high levels of accuracy, reliability and throughput at a lower cost of ownership with a principal focus on wafer level and substrate assembly solutions. Customers are primarily leading semiconductor manufacturers, foundries, assembly subcontractors and electronics and industrial companies. Besi’s ordinary shares are listed on Euronext Amsterdam (symbol: BESI). Its Level 1 ADRs are listed on the OTC markets (symbol: BESIY) and its headquarters are located in Duiven, the Netherlands. For more information, please visit our website at www.besi.com.

    Caution Concerning Forward-Looking Statements
    This press release contains statements about management’s future expectations, plans and prospects of our business that constitute forward-looking statements, which are found in various places throughout the press release, including, but not limited to, statements relating to expectations of orders, net sales, product shipments, expenses, timing of purchases of assembly equipment by customers, gross margins, operating results and capital expenditures. The use of words such as “anticipate”, “estimate”, “expect”, “can”, “intend”, “believes”, “may”, “plan”, “predict”, “project”, “forecast”, “will”, “would”, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The financial guidance set forth under the heading “Outlook” contains such forward-looking statements. While these forward-looking statements represent our judgments and expectations concerning the development of our business, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from those contained in forward-looking statements, including any inability to maintain continued demand for our products; failure of anticipated orders to materialize or postponement or cancellation of orders, generally without charges; the volatility in the demand for semiconductors and our products and services; the extent and duration of the COVID-19 and other global pandemics and the associated adverse impacts on the global economy, financial markets, global supply chains and our operations as well as those of our customers and suppliers; failure to develop new and enhanced products and introduce them at competitive price levels; failure to adequately decrease costs and expenses as revenues decline; loss of significant customers, including through industry consolidation or the emergence of industry alliances; lengthening of the sales cycle; acts of terrorism and violence; disruption or failure of our information technology systems; consolidation activity and industry alliances in the semiconductor industry that may result in further increased customer concentration, inability to forecast demand and inventory levels for our products; the integrity of product pricing and protection of our intellectual property in foreign jurisdictions; risks, such as changes in trade regulations, conflict minerals regulations, currency fluctuations, political instability and war, associated with substantial foreign customers, suppliers and foreign manufacturing operations, particularly to the extent occurring in the Asia Pacific region where we have a substantial portion of our production facilities; potential instability in foreign capital markets; the risk of failure to successfully manage our diverse operations; any inability to attract and retain skilled personnel, including as a result of restrictions on immigration, travel or the availability of visas for skilled technology workers.

    In addition, the United States and other countries have recently levied tariffs and taxes on certain goods and could significantly increase or impose new tariffs on a broad array of goods. They have imposed, and may continue to impose, new trade restrictions and export regulations. Increased or new tariffs and additional taxes, including any retaliatory measures, trade restrictions and export regulations, could negatively impact end-user demand and customer investment in semiconductor equipment, increase Besi’s supply chain complexity and manufacturing costs, decrease margins, reduce the competitiveness of our products or restrict our ability to sell products, provide services or purchase necessary equipment and supplies. Any or all of the foregoing factor could have a material and adverse effect on our business, results of operations or financial condition. In addition, investors should consider those additional risk factors set forth in Besi’s annual report for the year ended December 31, 2024 and other key factors that could adversely affect our businesses and financial performance contained in our filings and reports, including our statutory consolidated statements. We expressly disclaim any obligation to update or alter our forward-looking statements whether as a result of new information, future events or otherwise.

    Consolidated Statements of Operations
         
    (€ thousands, except share and per share data) Three Months Ended
    June 30,
    (unaudited)
    Six Months Ended
    June 30,
    (unaudited)
      2025 2024 2025 2024
             
    Revenue 148,101 151,176 292,246 297,490
    Cost of sales 54,410 52,908 106,833 100,951
             
    Gross profit 93,691 98,268 185,413 196,539
             
    Selling, general and administrative expenses 30,629 30,514 63,587 70,155
    Research and development expenses 19,571 18,503 39,073 36,422
             
    Total operating expenses 50,200 49,017 102,660 106,577
             
    Operating income 43,491 49,251 82,753 89,962
             
    Financial expense, net 5,693 1,045 8,652 1,634
             
    Income before taxes 37,798 48,206 74,101 88,328
             
    Income tax expense 5,748 6,261 10,545 12,404
             
    Net income 32,050 41,945 63,556 75,924
             
    Net income per share – basic 0.40 0.53 0.80 0.97
    Net income per share – diluted 0.40 0.53 0.80 0.97
    Number of shares used in computing per share amounts:
    – basic
    – diluted 1

    79,184,703
    81,288,679

    79,281,533
    81,941,471

    79,206,267
    81,405,308

    78,231,430
    82,023,808

    ______________________
    1) The calculation of diluted income per share assumes the exercise of equity settled share based payments and the conversion of all Convertible Notes outstanding

    Consolidated Balance Sheets
     
    (€ thousands) June
    30, 2025
    (unaudited)
    March
    31, 2025
    (unaudited)
    December
    31, 2024
    (audited)
    ASSETS      
           
    Cash and cash equivalents 330,170 405,736 342,319
    Deposits 160,000 280,000 330,000
    Trade receivables 178,615 170,440 181,862
    Inventories 96,977 103,836 103,285
    Other current assets 53,821 46,099 40,927
           
    Total current assets 819,583 1,006,111 998,393
           
    Property, plant and equipment 51,089 42,868 44,773
    Right of use assets 13,799 15,161 15,726
    Goodwill 44,857 45,610 46,010
    Other intangible assets 103,933 98,622 96,677
    Investment property 5,206
    Deferred tax assets 27,494 29,240 31,567
    Other non-current assets 1,303 1,347 1,330
           
    Total non-current assets 247,681 232,848 236,083
           
    Total assets 1,067,264 1,238,959 1,234,476
           
           
    Bank overdraft –   840 776
    Current portion of long-term debt –   2,042
    Trade payables 47,458 46,598 52,630
    Other current liabilities 95,530 111,170 111,531
           
    Total current liabilities 142,988 158,608 166,979
           
    Long-term debt 526,184 525,493 525,653
    Lease liabilities 10,873 11,770 12,350
    Deferred tax liabilities 10,523 10,416 10,320
    Other non-current liabilities 19,915 19,328 17,910
           
    Total non-current liabilities 567,495 567,007 566,233
           
    Total equity 356,781 513,344 501,264
           
    Total liabilities and equity 1,067,264 1,238,959 1,234,476
    Consolidated Cash Flow Statements
         
    (€ thousands)
    Three Months Ended
    June 30,
    (unaudited)
    Six Months Ended
    June 30,
    (unaudited)
      2025 2024 2025 2024
             
    Cash flows from operating activities:        
             
    Income before income tax 37,798 48,206 74,101 88,328
             
    Depreciation and amortization 7,458 6,980 14,765 13,793
    Share based payment expense 4,342 6,916 8,783 23,816
    Financial expense, net 5,694 1,045 8,653 1,634
             
    Changes in working capital (11,032) (46,694) (13,145) (49,945)
    Interest (paid) received 3,726 3,893 839 5,062
    Income tax paid (21,988) (15,428) (23,563) (17,517)
             
    Net cash provided by operating activities 25,998 4,918 70,433 65,171
             
    Cash flows from investing activities:        
    Capital expenditures (11,764) (3,216) (13,497) (8,866)
    Capitalized development expenses (7,320) (4,912) (14,057) (9,575)
    Acquisition of investment property (5,206) (5,206)
    Repayments of (investments in) deposits 120,000 85,000 170,000 95,000
             
    Net cash provided by (used in) investing activities 95,710 76,872 137,240 76,559
             
    Cash flows from financing activities:        
    Proceeds from (payments of) bank lines of credit (840) (776)
    Proceeds from (payments of) debt (2,042) (2,042)
    Payments of lease liabilities (1,111) (1,063) (2,225) (2,106)
    Purchase of treasury shares (20,721) (14,810) (42,785) (29,589)
    Dividends paid to shareholders (172,811) (171,534) (172,811) (171,534)
             
    Net cash used in financing activities (197,525) (187,407) (220,639) (203,229)
             
    Net increase (decrease) in cash and cash equivalents (75,817) (105,617) (12,966) (61,499)
    Effect of changes in exchange rates on cash and
      cash equivalents
    251 798 817 256
    Cash and cash equivalents at beginning of the
       period
    405,736 232,053 342,319 188,477
             
    Cash and cash equivalents at end of the period 330,170 127,234 330,170 127,234
    Supplemental Information (unaudited)
    (€ millions, unless stated otherwise)
                             
    REVENUE Q2-2025 Q1-2025 Q4-2024 Q3-2024 Q2-2024 Q1-2024
                             
    Per geography:                        
    China 37.5   25%   40.5   28%   42.8   28%   45.5   29%   57.5   38%   58.5   40%  
    Asia Pacific (excl. China) 66.1   45%   56.3   39%   53.5   35%   51.6   33%   54.1   36%   43.6   30%  
    EU / USA / Other 44.5   30%   47.3   33%   57.1   37%   59.5   38%   39.6   26%   44.2   30%  
                             
    Total 148.1   100%   144.1   100%   153.4   100%   156.6   100%   151.2   100%   146.3   100%  
                             
    ORDERS Q2-2025 Q1-2025 Q4-2024 Q3-2024 Q2-2024 Q1-2024
                             
    Per geography:                        
    China 44.4   35%   39.7   30%   40.4   33%   45.4   30%   43.3   23%   51.1   40%  
    Asia Pacific (excl. China) 60.7   47%   51.7   39%   38.8   32%   69.3   46%   72.0   39%   45.0   35%  
    EU / USA / Other 22.9   18%   40.5   31%   42.7   35%   37.1   24%   69.9   38%   31.6   25%  
                             
    Total 128.0   100%   131.9   100%   121.9   100%   151.8   100%   185.2   100%   127.7   100%  
                             
    Per customer type:                        
    IDM 71.9   56%   48.1   36%   61.2   50%   84.5   56%   122.4   66%   53.5   42%  
    Foundries/Subcontractors 56.1   44%   83.8   64%   60.7   50%   67.3   44%   62.8   34%   74.2   58%  
                             
    Total 128.0   100%   131.9   100%   121.9   100%   151.8   100%   185.2   100%   127.7   100%  
                             
    HEADCOUNT June 30, 2025 Mar 31, 2025 Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024
                             
    Fixed staff (FTE) 1,831   88%   1,820   88%   1,812   93%   1,807   87%   1,783   86%   1,760   88%  
    Temporary staff (FTE) 239   12%   251   12%   134   7%   271   13%   279   14%   236   12%  
                             
    Total 2,070   100%   2,071   100%   1,946   100%   2,078   100%   2,062   100%   1,996   100%  
                             
    OTHER FINANCIAL DATA Q2-2025 Q1-2025 Q4-2024 Q3-2024 Q2-2024 Q1-2024
                             
    Gross profit 93.7   63.3%   91.7   63.6%   98.2   64.0%   101.2   64.7%   98.3   65.0%   98.3   67.2%  
                             
                             
    Selling, general and admin expenses:                        
    As reported 30.6   20.7%   33.0   22.9%   28.6   18.6%   27.3   17.4%   30.5   20.2%   39.6   27.1%  
    Share-based compensation expense (4.3 -2.9%   (4.4 -3.1%   (2.9 -1.8%   (3.4 ) -2.1%   (6.9 ) -4.6%   (16.9 ) -11.6%  
                             
    SG&A expenses as adjusted 26.3   17.8%   28.6   19.8%   25.7   16.8%   23.9   15.3%   23.6   15.6%   22.7   15.5%  
                             
                             
    Research and development expenses:                        
    As reported 19.6   13.2%   19.5   13.5%   19.0   12.4%   18.9   12.1%   18.5   12.2%   17.9   12.2%  
    Capitalization of R&D charges 7.3   4.9%   6.7   4.6%   5.4   3.5%   4.4   2.8%   4.9   3.2%   4.7   3.2%  
    Amortization of intangibles (3.9 ) -2.6%   (3.7 ) -2.5%   (3.9 ) -2.5%   (3.9 ) -2.5%   (3.6 ) -2.3%   (3.6 ) -2.4%  
                             
    R&D expenses as adjusted 23.0   15.5%   22.5   15.6%   20.5   13.4%   19.4   12.4%   19.8   13.1%   19.0   13.0%  
                             
                             
    Financial expense (income), net:                        
    Interest income (3.4 )   (5.0 )   (5.1 )   (5.2 )   (3.0 )   (4.0 )  
    Interest expense 6.4     6.3     6.1     5.7     2.1     2.8    
    Net cost of hedging 2.3     1.8     2.0     1.9     1.4     1.6    
    Foreign exchange effects, net 0.4     (0.1 )   0.9     (0.8 )   0.5     0.2    
                             
    Total 5.7     3.0     3.9     1.6     1.0     0.6    
                             
                             
    Operating income (as % of net sales) 43.5   29.4%   39.3   27.2%   50.6   33.0%   55.1   35.2%   49.3   32.6%   40.7   27.8%  
                             
    EBITDA (as % of net sales) 50.9   34.4%   46.6   32.3%   58.0   37.8%   62.4   39.8%   56.2   37.2%   47.5   32.5%  
                             
    Net income (as % of net sales) 32.1   21.6%   31.5   21.9%   59.3   38.6%   46.8   29.9%   41.9   27.7%   34.0   23.2%  
                             
    Effective tax rate 15.2%     13.2%     -27.0%     12.6%     13.0%     15.3%    
                             
                             
    Income per share                        
    Basic 0.40     0.40     0.75     0.59     0.53     0.44    
    Diluted 0.40     0.40     0.74     0.59     0.53     0.44    
                             
    Average shares outstanding (basic) 79,184,703 79,228,071 79,402,192 79,630,787 79,281,533 77,181,326
                             
    Shares repurchased                        
    Amount 20.7     22.1     22.4     27.8     14.8     14.8    
    Number of shares 195,647 186,869  198,450  230,807  105,042  101,049 
                             
                             
    Gross cash 490.2     685.7     672.3     637.4     257.2     447.1    
                             
    Net cash (36.0 )   159.4     143.8     110.7     74.4     180.9    
                             

    The MIL Network

  • MIL-OSI: STMicroelectronics Reports 2025 Second Quarter Financial Results

    Source: GlobeNewswire (MIL-OSI)

    PR No: C3349C

    STMicroelectronics Reports 2025 Second Quarter Financial Results

    • Q2 net revenues $2.77 billion; gross margin 33.5%; operating loss of $133 million, including $190 million related to impairment, restructuring charges and other related phase-out costs; net loss of $97 million
    • H1 net revenues $5.28 billion; gross margin 33.5%; operating loss of $130 million, including $198 million related to impairment, restructuring charges and other related phase-out costs; net loss of $41 million
    • Business outlook at mid-point: Q3 net revenues of $3.17 billion and gross margin of 33.5%

    Geneva, July 24, 2025 – STMicroelectronics N.V. (“ST”) (NYSE: STM), a global semiconductor leader serving customers across the spectrum of electronics applications, reported U.S. GAAP financial results for the second quarter ended June 28, 2025. This press release also contains non-U.S. GAAP measures (see Appendix for additional information).

    ST reported second quarter net revenues of $2.77 billion, gross margin of 33.5%, operating loss of $133 million, and net loss of $97 million or -$0.11 diluted earnings per share (non-U.S. GAAP1 operating income of $57 million, and non-U.S. GAAP1 net income of $57 million or $0.06 diluted earnings per share).

    Jean-Marc Chery, ST President & CEO, commented:

    • “Q2 net revenues came above the mid-point of our business outlook range, driven by higher revenues in Personal Electronics and Industrial, while Automotive was slightly below expectations. Gross margin was in line with the mid-point of our business outlook range.
    • “On a year-over-year basis, Q2 net revenues decreased 14.4%, non-U.S. GAAP1operating margin decreased to 2.1% from 11.6% and non-U.S. GAAP1net income decreased to $57 million from $353 million.”
    • “First half net revenues decreased 21.1% year-over-year, with a decrease in all reportable segments. Non-U.S. GAAP1operating margin was 1.3% and non-U.S. GAAP1net income was $120 million.”
    • “In the second quarter, our book-to-bill ratio remained above one for Industrial, while Automotive was below parity. Bookings continued to increase sequentially.”
    • “Our third quarter business outlook, at the mid-point, is for net revenues of $3.17 billion, decreasing year-over-year by 2.5% and increasing sequentially by 14.6%; gross margin is expected to be about 33.5%; including about 340 basis points of unused capacity charges. On a sequential basis, our Q3 gross margin will be negatively impacted by about 140 basis points, mainly from currency effect and, to a lesser extent, the start of non-recurring cost related to our manufacturing reshaping program.”
    • “While we expect Q3 revenues to show a solid sequential growth enabling a continued year-over-year improvement, we are still operating amid an uncertain macroeconomic environment. Given these external factors, our priorities remain supporting our customers, accelerating new product introductions, and executing our company-wide program to reshape our manufacturing footprint and resize our global cost base.”

    Quarterly Financial Summary

    U.S. GAAP
    (US$ m, except per share data)
    Q2 2025 Q1 2025 Q2 2024 Q/Q Y/Y
    Net Revenues $2,766 $2,517 $3,232 9.9% -14.4%
    Gross Profit $926 $841 $1,296 10.2% -28.5%
    Gross Margin 33.5% 33.4% 40.1% +10 bps – 660 bps
    Operating Income (Loss) $(133) $3 $375
    Operating Margin -4.8% 0.1% 11.6% -490 bps -1,640 bps
    Net Income (Loss) $(97) $56 $353
    Diluted Earnings Per Share $(0.11) $0.06 $0.38
    Non-U.S. GAAP2
    (US$ m, except per share data)
    Q2 2025 Q1 2025 Q2 2024 Q/Q Y/Y
    Operating Income $57 $11 $375 429.6% -84.7%
    Operating Margin 2.1% 0.4% 11.6% 170 bps -950 bps
    Net Income $57 $63 $353 -9.1% -83.9%
    Diluted Earnings Per Share $0.06 $0.07 $0.38 -14.3% -84.2%

    Second Quarter 2025 Summary Review
    Reminder: on January 1, 2025 we made some adjustments to our segment reporting. Prior year comparative periods have been adjusted accordingly. See Appendix for more detail.

    Net Revenues by Reportable Segment3 (US$ m) Q2 2025 Q1 2025 Q2 2024 Q/Q Y/Y
    Analog products, MEMS and Sensors (AM&S) segment 1,133 1,069 1,336 5.9% -15.2%
    Power and discrete products (P&D) segment 447 397 576 12.9% -22.2%
    Subtotal: Analog, Power & Discrete, MEMS and Sensors (APMS) Product Group 1,580 1,466 1,912 7.8% -17.4%
    Embedded Processing (EMP) segment 847 742 906 14.1% -6.5%
    RF & Optical Communications (RF&OC) segment 336 306 410 10.1% -17.9%
    Subtotal: Microcontrollers, Digital ICs and RF products (MDRF) Product Group 1,183 1,048 1,316 13.0% -10.1%
    Others 3 3 4
    Total Net Revenues $2,766 $2,517 $3,232 9.9% -14.4%

    Net revenues totaled $2.77 billion, representing a year-over-year decrease of 14.4%. Year-over-year net sales to OEMs and Distribution decreased 15.3% and 12.0%, respectively. On a sequential basis, net revenues increased 9.9%, 220 basis points better than the mid-point of ST’s guidance.

    Gross profit totaled $926 million, representing a year-over-year decrease of 28.5%. Gross margin of 33.5%, 10 basis points above the mid-point of ST’s guidance, decreased 660 basis points year-over-year, mainly due to product mix, lower manufacturing efficiencies and, to a lesser extent, higher unused capacity charges.

    Operating income decreased from $375 million in the year-ago quarter to an operating loss of $133 million. ST’s operating margin decreased 1,640 basis points on a year-over-year basis to -4.8% of net revenues, compared to 11.6% in the second quarter of 2024. Operating loss included $190M impairment, restructuring charges and other related phase-out costs for the quarter, reflecting impairment of assets and restructuring charges predominantly associated with the previously announced company-wide program to reshape our manufacturing footprint and resize our global cost base. Excluding these items, non-U.S. GAAP1 Operating income stood at $57 million in the second quarter.

    By reportable segment, compared with the year-ago quarter:

    In Analog, Power & Discrete, MEMS and Sensors (APMS) Product Group:

    Analog products, MEMS and Sensors (AM&S) segment:

    • Revenue decreased 15.2% mainly due to a decrease in Analog.   
    • Operating profit decreased by 55.9% to $85 million. Operating margin was 7.5% compared to 14.5%.

    Power and Discrete products (P&D) segment:

    • Revenue decreased 22.2%.
    • Operating profit decreased from $61 million to an operating loss of $56 million. Operating margin was -12.5% compared to 10.6%.

    In Microcontrollers, Digital ICs and RF products (MDRF) Product Group:

    Embedded Processing (EMP) segment:

    • Revenue decreased 6.5% mainly due to Custom Processing.
    • Operating profit decreased by 8.7% to $114 million. Operating margin was 13.5% compared to 13.8%.

    RF & Optical Communications (RF&OC) segment:

    • Revenue decreased 17.9%.
    • Operating profit decreased by 37.2% to $60 million. Operating margin was 17.9% compared to 23.4%.

    Net Earnings and diluted Earnings Per Share decreased to a negative $97 million and a negative $0.11 respectively compared to a positive $353 million and $0.38 respectively in the year-ago quarter. Non-U.S. GAAP1 Net income and diluted Earnings Per Share, stood at $57 million and $0.06 respectively in the second quarter of 2025.

    Cash Flow and Balance Sheet Highlights

            Trailing 12 Months
    (US$ m) Q2 2025 Q1 2025 Q2 2024 Q2 2025 Q2 2024 TTM Change
    Net cash from operating activities 354 574 702 2,332 4,922 -52.6%
    Free cash flow (non-U.S. GAAP1) (152) 30 159 142 1,384 -89.7%

    Net cash from operating activities was $354 million in the second quarter compared to $702 million in the year-ago quarter.

    Net Capex (non-U.S. GAAP1), was $465 million in the second quarter compared to $528 million in the year-ago quarter.

    Free cash flow (non-U.S. GAAP1) was negative at $152 million in the second quarter, compared to positive $159 million in the year-ago quarter.

    Inventory at the end of the second quarter was $3.27 billion, compared to $3.01 billion in the previous quarter and $2.81 billion in the year-ago quarter. Days sales of inventory at quarter-end was 166 days, compared to 167 days for the previous quarter and 130 days for the year-ago quarter.

    In the second quarter, ST paid cash dividends to its stockholders totaling $81 million and executed a $92 million share buy-back, as part of its current share repurchase program.

    ST’s net financial position (non-U.S. GAAP4) remained strong at $2.67 billion as of June 28, 2025, compared to $3.08 billion as of March 29, 2025, and reflected total liquidity of $5.63 billion and total financial debt of $2.96 billion. Adjusted net financial position (non-U.S. GAAP1), taking into consideration the effect on total liquidity of advances from capital grants for which capital expenditures have not been incurred yet, stood at $2.31 billion as of June 28, 2025.

    Corporate developments

    On May 28, 2025, STMicroelectronics held its 2025 Annual General Meeting of Shareholders in Amsterdam, the Netherlands. All proposed resolutions were approved by the Shareholders.

    Business Outlook

    ST’s guidance, at the mid-point, for the 2025 third quarter is:

    • Net revenues are expected to be $3.17 billion, an increase of 14.6% sequentially, plus or minus 350 basis points.
    • Gross margin of 33.5%, plus or minus 200 basis points.
    • This outlook is based on an assumed effective currency exchange rate of approximately $1.14 = €1.00 for the 2025 third quarter and includes the impact of existing hedging contracts.
    • The third quarter will close on September 27, 2025.

    This business outlook does not include any impact of potential further changes to global trade tariffs compared to the current situation.

    Conference Call and Webcast Information

    ST will conduct a conference call with analysts, investors and reporters to discuss its second quarter 2025 financial results and current business outlook today at 9:30 a.m. Central European Time (CET) / 3:30 a.m. U.S. Eastern Time (ET). A live webcast (listen-only mode) of the conference call will be accessible at ST’s website, https://investors.st.com, and will be available for replay until August 8, 2025.

    Use of Supplemental Non-U.S. GAAP Financial Information

    This press release contains supplemental non-U.S. GAAP financial information.

    Readers are cautioned that these measures are unaudited and not prepared in accordance with U.S. GAAP and should not be considered as a substitute for U.S. GAAP financial measures. In addition, such non-U.S. GAAP financial measures may not be comparable to similarly titled information from other companies. To compensate for these limitations, the supplemental non-U.S. GAAP financial information should not be read in isolation, but only in conjunction with ST’s consolidated financial statements prepared in accordance with U.S. GAAP.

    See the Appendix of this press release for a reconciliation of ST’s non-U.S. GAAP financial measures to their corresponding U.S. GAAP financial measures.

    Forward-looking Information

    Some of the statements contained in this release that are not historical facts are statements of future expectations and other forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934, each as amended) that are based on management’s current views and assumptions, and are conditioned upon and also involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those anticipated by such statements due to, among other factors: 

    • changes in global trade policies, including the adoption and expansion of tariffs and trade barriers, that could affect the macro-economic environment and may directly or indirectly adversely impact the demand for our products;
    • uncertain macro-economic and industry trends (such as inflation and fluctuations in supply chains), which may impact production capacity and end-market demand for our products;
    • customer demand that differs from projections which may require us to undertake transformation measures that may not be successful in realizing the expected benefits in full or at all;
    • the ability to design, manufacture and sell innovative products in a rapidly changing technological environment;
    • changes in economic, social, public health, labor, political, or infrastructure conditions in the locations where we, our customers, or our suppliers operate, including as a result of macro-economic or regional events, geopolitical and military conflicts, social unrest, labor actions, or terrorist activities;
    • unanticipated events or circumstances, which may impact our ability to execute our plans and/or meet the objectives of our R&D and manufacturing programs, which benefit from public funding;
    • financial difficulties with any of our major distributors or significant curtailment of purchases by key customers;
    • the loading, product mix, and manufacturing performance of our production facilities and/or our required volume to fulfill capacity reserved with suppliers or third-party manufacturing providers;
    • availability and costs of equipment, raw materials, utilities, third-party manufacturing services and technology, or other supplies required by our operations (including increasing costs resulting from inflation);
    • the functionalities and performance of our IT systems, which are subject to cybersecurity threats and which support our critical operational activities including manufacturing, finance and sales, and any breaches of our IT systems or those of our customers, suppliers, partners and providers of third-party licensed technology;
    • theft, loss, or misuse of personal data about our employees, customers, or other third parties, and breaches of data privacy legislation;
    • the impact of IP claims by our competitors or other third parties, and our ability to obtain required licenses on reasonable terms and conditions;
    • changes in our overall tax position as a result of changes in tax rules, new or revised legislation, the outcome of tax audits or changes in international tax treaties which may impact our results of operations as well as our ability to accurately estimate tax credits, benefits, deductions and provisions and to realize deferred tax assets;
    • variations in the foreign exchange markets and, more particularly, the U.S. dollar exchange rate as compared to the Euro and the other major currencies we use for our operations;
    • the outcome of ongoing litigation as well as the impact of any new litigation to which we may become a defendant;
    • product liability or warranty claims, claims based on epidemic or delivery failure, or other claims relating to our products, or recalls by our customers for products containing our parts;
    • natural events such as severe weather, earthquakes, tsunamis, volcano eruptions or other acts of nature, the effects of climate change, health risks and epidemics or pandemics in locations where we, our customers or our suppliers operate;
    • increased regulation and initiatives in our industry, including those concerning climate change and sustainability matters and our goal to become carbon neutral in all direct and indirect emissions (scopes 1 and 2), product transportation, business travel, and employee commuting emissions (our scope 3 focus), and to achieve our 100% renewable electricity sourcing goal by the end of 2027;
    • epidemics or pandemics, which may negatively impact the global economy in a significant manner for an extended period of time, and could also materially adversely affect our business and operating results;
    • industry changes resulting from vertical and horizontal consolidation among our suppliers, competitors, and customers;
    • the ability to successfully ramp up new programs that could be impacted by factors beyond our control, including the availability of critical third-party components and performance of subcontractors in line with our expectations; and
    • individual customer use of certain products, which may differ from the anticipated uses of such products and result in differences in performance, including energy consumption, may lead to a failure to achieve our disclosed emission-reduction goals, adverse legal action or additional research costs.

    Such forward-looking statements are subject to various risks and uncertainties, which may cause actual results and performance of our business to differ materially and adversely from the forward-looking statements. Certain forward-looking statements can be identified by the use of forward-looking terminology, such as “believes”, “expects”, “may”, “are expected to”, “should”, “would be”, “seeks” or “anticipates” or similar expressions or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy, plans or intentions.

    Some of these risk factors are set forth and are discussed in more detail in “Item 3. Key Information — Risk Factors” included in our Annual Report on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (“SEC”) on February 27, 2025. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this press release as anticipated, believed or expected. We do not intend, and do not assume any obligation, to update any industry information or forward-looking statements set forth in this release to reflect subsequent events or circumstances.

    Unfavorable changes in the above or other factors listed under “Item 3. Key Information — Risk Factors” from time to time in our Securities and Exchange Commission (“SEC”) filings, could have a material adverse effect on our business and/or financial condition.

    About STMicroelectronics

    At ST, we are 50,000 creators and makers of semiconductor technologies mastering the semiconductor supply chain with state-of-the-art manufacturing facilities. An integrated device manufacturer, we work with more than 200,000 customers and thousands of partners to design and build products, solutions, and ecosystems that address their challenges and opportunities, and the need to support a more sustainable world. Our technologies enable smarter mobility, more efficient power and energy management, and the wide-scale deployment of cloud-connected autonomous things. We are on track to be carbon neutral in all direct and indirect emissions (scopes 1 and 2), product transportation, business travel, and employee commuting emissions (our scope 3 focus), and to achieve our 100% renewable electricity sourcing goal by the end of 2027. Further information can be found at www.st.com.

    For further information, please contact:

    INVESTOR RELATIONS:
    Jérôme Ramel
    EVP Corporate Development & Integrated External Communication
    Tel: +41 22 929 59 20
    jerome.ramel@st.com

    MEDIA RELATIONS:
    Alexis Breton
    Corporate External Communications
    Tel: + 33 6 59 16 79 08
    alexis.breton@st.com

    STMicroelectronics N.V.      
    CONSOLIDATED STATEMENTS OF INCOME      
    (in millions of U.S. dollars, except per share data ($))      
           
      Three months ended  
      June 28, June 29,  
      2025 2024  
      (Unaudited) (Unaudited)  
           
    Net sales 2,745 3,227  
    Other revenues 21 5  
    NET REVENUES 2,766 3,232  
    Cost of sales (1,840) (1,936)  
    GROSS PROFIT 926 1,296  
    Selling, general and administrative expenses (420) (419)  
    Research and development expenses (514) (535)  
    Other income and expenses, net 65 33  
    Impairment, restructuring charges and other related phase-out costs (190)  
    Total operating expenses (1,059) (921)  
    OPERATING INCOME (LOSS) (133) 375  
    Interest income, net 45 51  
    Other components of pension benefit costs (5) (4)  
    Loss on financial instruments, net (19) (1)  
    INCOME (LOSS) BEFORE INCOME TAXES AND NONCONTROLLING INTEREST (112) 421  
    Income tax benefit (expense) 18 (67)  
    NET INCOME (LOSS) (94) 354  
    Net income attributable to noncontrolling interest (3) (1)  
    NET INCOME (LOSS) ATTRIBUTABLE TO PARENT COMPANY STOCKHOLDERS (97) 353  
           
    EARNINGS PER SHARE (BASIC) ATTRIBUTABLE TO PARENT COMPANY STOCKHOLDERS (0.11) 0.39  
    EARNINGS PER SHARE (DILUTED) ATTRIBUTABLE TO PARENT COMPANY STOCKHOLDERS (0.11) 0.38  
           
    NUMBER OF WEIGHTED AVERAGE SHARES USED IN CALCULATING DILUTED EPS 893.9 941.1  
           
    STMicroelectronics N.V.      
    CONSOLIDATED STATEMENTS OF INCOME      
    (in millions of U.S. dollars, except per share data ($))      
           
      Six months ended  
      June 28, June 29,  
      2025 2024  
      (Unaudited) (Unaudited)  
           
    Net sales 5,257 6,670  
    Other revenues 26 27  
    NET REVENUES 5,283 6,697  
    Cost of sales (3,516) (3,958)  
    GROSS PROFIT 1,767 2,739  
    Selling, general and administrative expenses (810) (844)  
    Research and development expenses (1,004) (1,063)  
    Other income and expenses, net 115 93  
    Impairment, restructuring charges and other related phase-out costs (198)  
    Total operating expenses (1,897) (1,814)  
    OPERATING INCOME (LOSS) (130) 925  
    Interest income, net 93 111  
    Other components of pension benefit costs (9) (8)  
    Gain (loss) on financial instruments, net 6 (1)  
    INCOME (LOSS) BEFORE INCOME TAXES AND NONCONTROLLING INTEREST (40) 1,027  
    Income tax benefit (expense) 4 (159)  
    NET INCOME (LOSS) (36) 868  
    Net income attributable to noncontrolling interest (5) (3)  
    NET INCOME (LOSS) ATTRIBUTABLE TO PARENT COMPANY STOCKHOLDERS (41) 865  
           
    EARNINGS PER SHARE (BASIC) ATTRIBUTABLE TO PARENT COMPANY STOCKHOLDERS (0.05) 0.96  
    EARNINGS PER SHARE (DILUTED) ATTRIBUTABLE TO PARENT COMPANY STOCKHOLDERS (0.05) 0.92  
           
    NUMBER OF WEIGHTED AVERAGE SHARES USED IN CALCULATING DILUTED EPS 894.9 941.8  
           
           
    STMicroelectronics N.V.      
    CONSOLIDATED BALANCE SHEETS      
    As at June 28, March 29, December 31,
    In millions of U.S. dollars 2025 2025 2024
      (Unaudited) (Unaudited) (Audited)
    ASSETS      
    Current assets:      
    Cash and cash equivalents 1,616 1,781 2,282
    Short-term deposits 1,650 1,650 1,450
    Marketable securities 2,363 2,528 2,452
    Trade accounts receivable, net 1,352 1,385 1,749
    Inventories 3,273 3,014 2,794
    Other current assets 1,267 1,050 1,007
    Total current assets 11,521 11,408 11,734
    Goodwill 313 299 290
    Other intangible assets, net 342 338 346
    Property, plant and equipment, net 11,437 11,178 10,877
    Non-current deferred tax assets 558 490 464
    Long-term investments 77 96 71
    Other non-current assets 1,215 1,114 961
      13,942 13,515 13,009
    Total assets 25,463 24,923 24,743
           
    LIABILITIES AND EQUITY      
    Current liabilities:      
    Short-term debt 1,006 988 990
    Trade accounts payable 1,451 1,373 1,323
    Other payables and accrued liabilities 1,386 1,290 1,306
    Dividends payable to stockholders 257 16 88
    Accrued income tax 104 72 66
    Total current liabilities 4,204 3,739 3,773
    Long-term debt 1,951 1,889 1,963
    Post-employment benefit obligations 428 392 377
    Long-term deferred tax liabilities 48 48 47
    Other long-term liabilities 848 896 904
      3,275 3,225 3,291
    Total liabilities 7,479 6,964 7,064
    Commitment and contingencies      
    Equity      
    Parent company stockholders’ equity      
    Common stock (preferred stock: 540,000,000 shares authorized, not issued; common stock: Euro 1.04 par value, 1,200,000,000 shares authorized, 911,281,920 shares issued, 894,759,029 shares outstanding as of June 28, 2025) 1,157 1,157 1,157
    Additional Paid-in Capital 3,187 3,142 3,088
    Retained earnings 12,911 13,514 13,459
    Accumulated other comprehensive income 983 495 236
    Treasury stock (490) (582) (491)
    Total parent company stockholders’ equity 17,748 17,726 17,449
    Noncontrolling interest 236 233 230
    Total equity 17,984 17,959 17,679
    Total liabilities and equity 25,463 24,923 24,743
           
           
           
    STMicroelectronics N.V.      
           
    SELECTED CASH FLOW DATA      
           
    Cash Flow Data (in US$ millions) Q2 2025 Q1 2025 Q2 2024
           
    Net Cash from operating activities 354 574 702
    Net Cash used in investing activities (332) (796) (628)
    Net Cash used in financing activities (191) (282) (112)
    Net Cash decrease (165) (501) (41)
           
    Selected Cash Flow Data (in US$ millions) Q2 2025 Q1 2025 Q2 2024
           
    Depreciation & amortization 464 428 439
    Net payment for Capital expenditures (481) (538) (546)
    Dividends paid to stockholders (81) (72) (73)
    Change in inventories, net (140) (172) (136)
           

    Appendix
    ST
    Changes to reportable segments

    Following ST’s reorganization announced in January 2024 into two Product Groups and four reportable segments, we have made further progress in analyzing our global product portfolio, resulting in the following adjustments to our segments, effective starting January 1, 2025, without modifying subtotals at Product Group level: 

    • In Analog, Power & Discrete, MEMS and Sensors (APMS) Product Group:
      • The transfer of VIPower products from Power and Discrete products (“P&D”) reportable segment to Analog products, MEMS and Sensors (“AM&S”) reportable segment.    
    • In Microcontrollers, Digital ICs and RF products (MDRF) Product Group:
      • the newly created ‘Embedded Processing’ (“EMP”) reportable segment includes the former ‘MCU’ segment (excluding the RF ASICs mentioned below) as well as Custom Processing products (Automotive ADAS products).
      • the newly created ‘RF & Optical Communications’ (“RF&OC”) reportable segment includes the former ‘D&RF’ segment (excluding Automotive ADAS products) as well as some RF ASICs which were previously part of the former ‘MCU’ segment.

    We believe these adjustments are critical for implementing synergies and optimizing resources, which are necessary to fully deliver the benefits expected from our new organization.

    Our four reportable segments – within each Product Group – are now as follows: 

    • In Analog, Power & Discrete, MEMS and Sensors (APMS) Product Group:
      • Analog products, MEMS and Sensors (“AM&S”) reportable segment, comprised of ST analog products (now including VIPower products), MEMS sensors and actuators, and optical sensing solutions.
      • Power and Discrete products (“P&D”) reportable segment, comprised of discrete and power transistor products (now excluding VIPower products).

    In this Press Release, “Analog” refers to analog products, “MEMS” to MEMS sensors and actuators and “Imaging” to optical sensing solutions.

    • In Microcontrollers, Digital ICs and RF products (MDRF) Product Group:
      • Embedded Processing (“EMP”) reportable segment, comprised of general-purpose and automotive microcontrollers, connected security products and Custom Processing Products (Automotive ADAS)
      • RF & Optical Communications (“RF&OC”) reportable segment, comprised of Space, Ranging & Connectivity products, Digital Audio & Signaling Solutions and Optical & RF COT.

    In this Press release, “GPAM” refers to General purpose & automotive microcontrollers, “Connected Security” to connected security products, “Custom Processing” to automotive ADAS products.

    Prior year comparative periods have been adjusted accordingly.

    (Appendix – continued)
    ST Supplemental Financial Information

      Q2 2025 Q1 2025 Q4 2024 Q3 2024 Q2 2024
    Net Revenues By Market Channel (%)          
    Total OEM 72% 71% 73% 76% 73%
    Distribution 28% 29% 27% 24% 27%
               
    €/$ Effective Rate 1.09 1.06 1.09 1.08 1.08
               
    Reportable Segment Data (US$ m)          
    Analog products, MEMS and Sensors (AM&S) segment          
    – Net Revenues 1,133 1,069 1,348 1,340 1,336
    – Operating Income 85 82 220 216 193
    Power and Discrete products (P&D) segment          
    – Net Revenues 447 397 602 652 576
    – Operating Income (Loss) (56) (28) 45 80 61
    Subtotal: Analog, Power & Discrete, MEMS and Sensors (APMS) Product Group          
    – Net Revenues 1,580 1,466 1,950 1,992 1,912
    – Operating Income 29 54 265 296 254
    Embedded Processing (EMP) segment          
    – Net Revenues 847 742 1,002 898 906
    – Operating Income 114 66 181 146 126
    RF & Optical Communications (RF&OC) segment          
    – Net Revenues 336 306 366 357 410
    – Operating Income 60 43 95 84 96
    Subtotal: Microcontrollers, Digital ICs and RF products (MDRF) Product Group          
    – Net Revenues 1,183 1,048 1,368 1,255 1,316
    – Operating Income 174 109 276 230 222
    Others (a)          
    – Net Revenues 3 3 3 4 4
    – Operating Income (Loss) (336) (160) (172) (145) (101)
    Total          
    – Net Revenues 2,766 2,517 3,321 3,251 3,232
    – Operating Income (Loss) (133) 3 369 381 375

    (a)   Net revenues of Others include revenues from sales assembly services and other revenues. Operating income (loss) of Others include items such as unused capacity charges, including incidents leading to power outage, impairment, restructuring charges and other related phase-out costs, management reorganization costs, start-up costs, and other unallocated income (expenses) such as: strategic or special research and development programs, certain corporate-level operating expenses, patent claims and litigations, and other costs that are not allocated to reportable segments, as well as operating earnings of other products. Others includes:

    (US$ m) Q2 2025 Q1 2025 Q4 2024 Q3 2024 Q2 2024
    Unused capacity charges 103 123 118 104 84
    Impairment, restructuring charges and
    other related phase-out costs
    190 8

    (Appendix – continued)
    ST
    Supplemental Non-U.S. GAAP Financial Information
    U.S. GAAP – Non-U.S. GAAP Reconciliation

    The supplemental non-U.S. GAAP information presented in this press release is unaudited and subject to inherent limitations. Such non-U.S. GAAP information is not based on any comprehensive set of accounting rules or principles and should not be considered as a substitute for U.S. GAAP measurements. Also, our supplemental non-U.S. GAAP financial information may not be comparable to similarly titled non-U.S. GAAP measures used by other companies. Further, specific limitations for individual non-U.S. GAAP measures, and the reasons for presenting non-U.S. GAAP financial information, are set forth in the paragraphs below. To compensate for these limitations, the supplemental non-U.S. GAAP financial information should not be read in isolation, but only in conjunction with our consolidated financial statements prepared in accordance with U.S. GAAP.

    ST believes that these non-U.S. GAAP financial measures provide useful information for investors and management because they offer, when read in conjunction with ST’s U.S. GAAP financials, (i) the ability to make more meaningful period-to-period comparisons of ST’s on-going operating results, (ii) the ability to better identify trends in ST’s business and perform related trend analysis, and (iii) to facilitate a comparison of ST’s results of operations against investor and analyst financial models and valuations, which may exclude these items.

    Non-U.S. GAAP Operating Income, Non-U.S. GAAP Net Earnings and Non-U.S. GAAP Earnings Per Share (non-U.S. GAAP measures)

    Operating income before impairment and restructuring charges and one-time items is used by management to help enhance an understanding of ongoing operations and to communicate the impact of the excluded items, such as impairment, restructuring charges and other related phase-out costs. Adjusted net earnings and earnings per share (EPS) are used by management to help enhance an understanding of ongoing operations and to communicate the impact of the excluded items like impairment, restructuring charges and other related phase-out costs attributable to ST and other one-time items, net of the relevant tax impact.

    Q2 2025
    (US$ m, except per share data)
    Gross Profit Operating Income (Loss) Net Earnings Corresponding Diluted EPS
    U.S. GAAP 926 (133) (97) (0.11)
    Impairment, restructuring charges and other related phase-out costs 190 190  
    Estimated income tax effect (36)  
    Non-U.S. GAAP 926 57 57 0.06
    H1 2025
    (US$ m, except per share data)
    Gross Profit Operating Income (Loss) Net Earnings Corresponding Diluted EPS
    U.S. GAAP 1,767 (130) (41) (0.05)
    Impairment, restructuring charges and other related phase-out costs 198 198  
    Estimated income tax effect (37)  
    Non-U.S. GAAP 1,767 68 120 0.13

    (Appendix – continued)

    Net Financial Position and Adjusted Net Financial Position (non-U.S. GAAP measures)

    Net Financial Position, a non-U.S. GAAP measure, represents the difference between our total liquidity and our total financial debt. Our total liquidity includes cash and cash equivalents, restricted cash, if any, short-term deposits, and marketable securities, and our total financial debt includes short-term debt and long-term debt, as reported in our Consolidated Balance Sheets. ST also presents adjusted net financial position as a non-U.S. GAAP measure, to take into consideration the effect on total liquidity of advances received on capital grants for which capital expenditures have not been incurred yet.

    ST believes its Net Financial Position and Adjusted Net Financial Position provide useful information for investors and management because they give evidence of our global position either in terms of net indebtedness or net cash by measuring our capital resources based on cash and cash equivalents, restricted cash, if any, short-term deposits and marketable securities and the total level of our financial debt. Our definitions of Net Financial Position and Adjusted Net Financial Position may differ from definitions used by other companies, and therefore, comparability may be limited.

    (US$ m) Jun 28
    2025
    Mar 29
    2025
    Dec 31
    2024
    Sep 28
    2024
    Jun 29
    2024
    Cash and cash equivalents 1,616 1,781 2,282 3,077 3,092
    Short term deposits 1,650 1,650 1,450 977 975
    Marketable securities 2,363 2,528 2,452 2,242 2,218
    Total liquidity 5,629 5,959 6,184 6,296 6,285
    Short-term debt (1,006) (988) (990) (1,003) (236)
    Long-term debt (a) (1,951) (1,889) (1,963) (2,112) (2,850)
    Total financial debt (2,957) (2,877) (2,953) (3,115) (3,086)
    Net Financial Position (non-U.S. GAAP) 2,672 3,082 3,231 3,181 3,199
    Advances received on capital grants (361) (377) (385) (366) (402)
    Adjusted Net Financial Position (non-U.S. GAAP) 2,311 2,705 2,846 2,815 2,797

    (a)  Long-term debt contains standard conditions but does not impose minimum financial ratios. Committed credit facilities for $639 million equivalent, are currently undrawn.

    (Appendix – continued)

    Net Capex and Free Cash Flow (non-U.S. GAAP measures)

    ST presents Net Capex as a non-U.S. GAAP measure, which is reported as part of our Free Cash Flow (non-U.S. GAAP measure), to take into consideration the effect of advances from capital grants received on prior periods allocated to property, plant and equipment in the reporting period.

    Net Capex, a non-U.S. GAAP measure, is defined as (i) Payment for purchase of tangible assets, as reported plus (ii) Proceeds from sale of tangible assets, as reported plus (iii) Proceeds from capital grants and other contributions, as reported plus (iv) Advances from capital grants allocated to property, plant and equipment in the reporting period.

    ST believes Net Capex provides useful information for investors and management because annual capital expenditures budget includes the effect of capital grants. Our definition of Net Capex may differ from definitions used by other companies.

    (US$ m) Q2 2025 Q1
    2025
    Q4
    2024
    Q3
    2024
    Q2
    2024
    Payment for purchase of tangible assets, as reported (574) (587) (584) (669) (690)
    Proceeds from sale of tangible assets, as reported 4 2 2 1
    Proceeds from capital grants and other contributions, as reported 89 47 83 66 143
    Advances from capital grants allocated to property, plant and equipment 16 8 31 36 18
    Net Capex (non-U.S. GAAP) (465) (530) (470) (565) (528)

    Free Cash Flow, which is a non-U.S. GAAP measure, is defined as (i) net cash from operating activities plus (ii) Net Capex plus (iii) payment for purchase (and proceeds from sale) of intangible and financial assets and (iv) net cash paid for business acquisitions, if any.

    ST believes Free Cash Flow provides useful information for investors and management because it measures our capacity to generate cash from our operating and investing activities to sustain our operations.

    Free Cash Flow reconciles with the total cash flow and the net cash increase (decrease) by including the payment for purchases of (and proceeds from matured) marketable securities and net investment in (and proceeds from) short-term deposits, the net cash from (used in) financing activities and the effect of changes in exchange rates, and by excluding the advances from capital grants received on prior periods allocated to property, plant and equipment in the reporting period. Our definition of Free Cash Flow may differ from definitions used by other companies.

    (US$ m) Q2 2025 Q1
    2025
    Q4
    2024
    Q3
    2024
    Q2
    2024
    Net cash from operating activities 354 574 681 723 702
    Net Capex (465) (530) (470) (565) (528)
    Payment for purchase of intangible assets, net of proceeds from sale (41) (14) (32) (20) (15)
    Payment for purchase of financial assets, net of proceeds from sale (51) (2)
    Free Cash Flow (non-U.S. GAAP) (152) 30 128 136 159

    1Non-U.S. GAAP. See Appendix for reconciliation to U.S. GAAP and information explaining why the Company believes these measures are important.
    2Non-U.S. GAAP. See Appendix for reconciliation to U.S. GAAP and information explaining why the Company believes these measures are important.
    3See Appendix for the definition of reportable segments.
    4Non-U.S. GAAP. See Appendix for reconciliation to U.S. GAAP and information explaining why the Company believes these measures are important.

    Attachment

    The MIL Network

  • MIL-OSI: Dassault Systèmes: Q2 well aligned with objectives; Reaffirming 2025 growth outlook Advancing AI for software-defined industries

    Source: GlobeNewswire (MIL-OSI)

    Press Release

    VELIZY-VILLACOUBLAY, FranceJuly 24, 2025

    Dassault Systèmes: Q2 well aligned with objectives; Reaffirming 2025 growth outlook

    Advancing AI for software-defined industries

    Dassault Systèmes (Euronext Paris: FR0014003TT8, DSY.PA) today reports its IFRS unaudited estimated financial results for the second quarter 2025 and first half ended June 30, 2025. The Group’s Board of Directors approved these estimated results on July 23, 2025. This press release also includes financial information on a non-IFRS basis and reconciliations with IFRS figures in the Appendix.

    Summary Highlights1  

    (unaudited, IFRS and non-IFRS unless otherwise noted,
    all growth rates in constant currencies)

    • 2Q25: Total revenue of €1.52 billion, up 6%, well aligned with objectives;
    • 2Q25: Software revenue up 6%, driven by subscription revenue up 10%;
    • 2Q25: 3DEXPERIENCE software revenue up 20% with good dynamics across industries;
    • 2Q25: Operating margin of 29.3% and diluted EPS non-IFRS up 4% to €0.30;
    • For the first six months, recurring revenue up 7% driven by subscription growth of 13%;
    • FY25: Reaffirming non-IFRS full-year objectives with total revenue growth of 6% to 8% and diluted EPS growth of 7% to 10%.

    Dassault Systèmes’ Chief Executive Officer Commentary

    Pascal Daloz, Dassault Systèmes’ Chief Executive Officer, commented:

    “The first half of the year reaffirmed the strength of our core Manufacturing sector, with resilient performance in Transportation & Mobility and strong growth in High-Tech. Aerospace & Defense also had an excellent start, with notable engagement at the Paris Air Show, underscoring our leadership in these strategic areas. In Life Sciences, our PLM solutions are playing more and more a critical role in driving the evolution toward smarter manufacturing and agile supply chains.

    As we look to the future, Dassault Systèmes is uniquely positioned to help clients navigate the increasingly complex and dynamic global landscape. Our focus on high-growth segments, particularly Space, Defense, Energy, and AI-driven cloud infrastructure, places us at the core of sovereignty and security challenges.

    With the introduction of 3D UNIV+RSES, presented at our Capital Markets Day, we are entering new high-value territories such as regulatory and compliance management. AI will be a key enabler in these areas, and early customer feedback has been exceptionally promising. With AI for software-defined industries, we are confident that our continued innovation will unlock new levels of value for our clients, reinforcing our role as a trusted partner in their transformation journeys.”

    Dassault Systèmes’ Chief Financial Officer Commentary

    (revenue and diluted EPS (“EPS”) growth rates in constant currencies,
    data on a non-IFRS basis)

    Rouven Bergmann, Dassault Systèmes’ Chief Financial Officer, commented:

    “In Q2, both total and software revenues grew by 6%, in line with our objectives. Year-to-date, we’ve seen a 5% increase in growth, with subscription rising 13%. Our performance across the Manufacturing sector has been resilient, particularly driven by the continued strength of SIMULIA, ENOVIA, and CATIA.

    On the operational front, we remain committed to strategic investments aimed at capturing long-term value, while protecting EPS. The acquisition of Ascon is a key step in accelerating the shift to software-defined manufacturing.

    Looking ahead, we maintain our outlook for full-year revenue growth between 6-8%, with EPS growth expected to range from 7-10%. Additionally, we’ve updated our currency assumptions for the second half of the year.”

    Financial Summary

    In millions of Euros,
    except per share data and percentages
      IFRS   IFRS
      Q2 2025 Q2 2024 Change Change in constant currencies   YTD 2025 YTD 2024 Change Change in constant currencies
    Total Revenue   1,521.6 1,495.8 2% 5%   3,094.6 2,995.4 3% 4%
    Software Revenue   1,372.7 1,346.5 2% 6%   2,805.4 2,699.4 4% 5%
    Operating Margin   15.9% 18.4% (2.6)pts     17.6% 20.0% (2.4)pts  
    Diluted EPS   0.17 0.21 (19)%     0.37 0.42 (14)%  
    In millions of Euros,
    except per share data and percentages
      Non-IFRS   Non-IFRS
      Q2 2025 Q2 2024 Change Change in constant currencies   YTD 2025 YTD 2024 Change Change in constant currencies
    Total Revenue   1,523.2 1,495.8 2% 6%   3,096.2 2,995.4 3% 5%
    Software Revenue   1,374.2 1,346.5 2% 6%   2,807.0 2,699.4 4% 5%
    Operating Margin   29.3% 29.9% (0.7)pts     30.1% 30.5% (0.4)pts  
    Diluted EPS   0.30 0.30 (1)% 4%   0.61 0.60 2% 5%

    Second Quarter 2025 Versus 2024 Financial Comparisons

    (unaudited, IFRS and non-IFRS unless otherwise noted,
    all revenue growth rates in constant currencies)

    • Total Revenue: Total revenue in the second quarter grew 5% in IFRS and 6% in non-IFRS, to €1.52 billion, and software revenue increased by 6% to €1.37 billion. Subscription & support revenue rose 6%; recurring revenue represented 80% of software revenue. Licenses and other software revenue rose 5% to €276 million. Services revenue increased 3% to €149 million, during the quarter.
    • Software Revenue by Geography: The Americas revenue increased by 2% to represent 37% of software revenue, with High-Tech and Industrial Equipment performing well. Europe grew by 10% to 39% of software revenue, reflecting an acceleration led by France and Southern Europe. In Asia, revenue rose 6% with strong double-digit growth in China. Asia represented 24% of software revenue at the end of the second quarter.
    • Software Revenue by Product Line:
      • Industrial Innovation software revenue rose 9% to €745 million. SIMULIA, CATIA and ENOVIA were the best contributors to growth. Industrial Innovation software represented 54% of software revenue, during the period.
      • Life Sciences software revenue was flat at €268 million, to account for 20% of software revenue.
      • Mainstream Innovation software revenue increased by 3% to €360 million in IFRS, and was up 4% to €361 million in non-IFRS, represented 26% of software revenue. SOLIDWORKS had a strong subscription growth, advancing its business model shift.
    • Software Revenue by Industry: Industrial Equipment, High Tech, Transportation & Mobility and Aerospace & Defense were the best contributors to growth this quarter. In Life Sciences, Dassault Systèmes’ PLM solutions are playing more and more a critical role in driving the evolution toward smarter manufacturing and agile supply chains. In fact, outside of the MEDIDATA product line, Life Sciences revenue grew mid-teens.
    • Key Strategic Drivers: 3DEXPERIENCE software revenue increased 20% and represented 41% of 3DEXPERIENCE Eligible software revenue. Cloud software revenue grew 6% in non-IFRS, representing 25% of software revenue during the period. 3DEXPERIENCE Cloud software revenue increased 15% in constant currencies.
    • Operating Income and Margin: IFRS operating income decreased 12%, to €242 million, as reported. Non-IFRS operating income decreased 0.4% at €446 million, as reported. The IFRS operating margin stood at 15.9% compared to 18.4% in the second quarter of 2024, mainly reflecting the effect of the employee shareholding plan “TOGETHER 2025” offered during the quarter. The non-IFRS operating margin totaled 29.3%, versus 29.9% in the same period of last year, with a negative currency impact of 50 basis points.
    • Earnings per Share: IFRS diluted EPS was €0.17, decreasing 19% as reported. Non-IFRS diluted EPS grew to €0.30, down 1% as reported, up 4% in constant currencies.

    First Half 2025 Versus 2024 Financial Comparisons

    (unaudited, IFRS and non-IFRS unless otherwise noted,
    all revenue growth rates in constant currencies)

    • Total Revenue: Total revenue grew 4% to €3.09 billion in IFRS, and was up 5% to €3.10 billion in non-IFRS. Software revenue increased 5% to €2.81 billion. Subscription and support revenue rose 7% to €2.33 billion; recurring revenue represented 83% of total software revenue. Licenses and other software revenue decreased 2% to €474 million. Services revenue was down 2% to €289 million.
    • Software Revenue by Geography: The Americas, Europe and Asia all grew 5%, representing respectively 40%, 37% and 23% of software revenue.
    • Software Revenue by Product Line:
      • Industrial Innovation software revenue rose 8% to €1.54 billion and represented 55% of software revenue. CATIA, SIMULIA and ENOVIA were among the strongest contributors to growth.
      • Life Sciences software revenue was flat to €561 million, representing 20% of software revenue.
      • Mainstream Innovation software revenue increased by 3% to €707 million in IFRS and to €708 million in non-IFRS. Mainstream Innovation represented 25% of software revenue.
    • Software Revenue by Industry: Aerospace & Defense, High Tech, Industrial Equipment and Transport & Mobility were among the strongest contributors to growth. In Life Sciences, Dassault Systèmes’ PLM solutions are playing more and more a critical role in driving the evolution toward smarter manufacturing and agile supply chains. In fact, outside of the MEDIDATA product line, Life Sciences revenue grew mid-teens.
    • Key Strategic Drivers: 3DEXPERIENCE software revenue increased by 19%, representing 40% of 3DEXPERIENCE Eligible software revenue. Cloud software revenue grew 7% in non-IFRS, and represented 25% of software revenue. 3DEXPERIENCE Cloud software revenue increased 26% in constant currencies.
    • Operating Income and Margin: IFRS operating income was down 9%, to €546 million, as reported. Non-IFRS operating income increased 2% to €932 million, as reported. IFRS operating margin totaled 17.6% compared to 20% for the same period in 2024, mainly reflecting the combined effect of the employee shareholding plan “TOGETHER 2025” and higher share-based compensation related social charges, notably in France, where the rate rose from 20% to 30% in the first half of 2025. Non-IFRS operating margin stood at 30.1% in the first half of 2025, compared to 30.5% in the same period last year, impacted by negative currency effect of 30 basis points.
    • Earnings per Share: IFRS diluted EPS was €0.37, a decrease of 14% as reported. Non-IFRS diluted EPS grew by 2% to €0.61, as reported, or 5% in constant currencies.
    • Cash Flow from Operations (IFRS): Cash flow from operations totaled €1.15 billion for the first six months of 2025, compared to €1.13 billion last year. Cash flow from operations was principally used for the acquisition of ContentServ for €202 million, repurchase of Treasury Shares for €225 million and dividend payments for €343 million.
    • Balance Sheet (IFRS): Dassault Systèmes’ net financial position totaled €1.51 billion as of June 30, 2025, an increase of €0.05 billion, compared to €1.46 billion for the year ended December 31, 2024. Cash and cash equivalents totaled €4.08 billion in the first half.

    Financial Objectives for 2025

    Dassault Systèmes’ third quarter and 2025 financial objectives presented below are given on a non-IFRS basis and reflect the principal 2025 currency exchange rate assumptions for the US dollar and Japanese yen as well as the potential impact from additional non-Euro currencies:

               
          Q3 2025 FY 2025  
      Total Revenue (billion) €1.485 – €1.535 €6.410 – €6.510  
      Growth 1 – 5% 3 – 5%  
      Growth ex FX 5 – 8% 6 – 8%  
               
      Software revenue growth * 5 – 9% 6 – 8%  
        Of which licenses and other software revenue growth * 7 – 14% 4 – 7%  
        Of which recurring revenue growth * 5 – 8% 7 – 8%  
      Services revenue growth *

    1 – 5%

    1 – 3%  
               
      Operating Margin 29.7% – 29.9% 32.2% – 32.4%  
               
      EPS Diluted €0.29 – €0.30 €1.32 – €1.35  
      Growth 0 – 4% 3 – 6%  
      Growth ex FX 5 – 9% 7 – 10%  
               
      US dollar $1.17 per Euro $1.13 per Euro  
      Japanese yen (before hedging) JPY 170.0 per Euro JPY 166.1 per Euro  
      * Growth in Constant Currencies      

    These objectives are prepared and communicated only on a non-IFRS basis and are subject to the cautionary statement set forth below.

    The 2025 non-IFRS financial objectives set forth above do not take into account the following accounting elements below and are estimated based upon the 2025 principal currency exchange rates above: contract liabilities write-downs estimated at approximately €4 million; share-based compensation expenses, including related social charges, estimated at approximately €324 million (these estimates do not include any new stock option or share grants issued after June 30, 2025); amortization of acquired intangibles and of tangibles reevaluation, estimated at approximately €336 million, largely impacted by the acquisition of MEDIDATA; and lease incentives of acquired companies at approximately €1 million.

    The above objectives also do not include any impact from other operating income and expenses, net principally comprised of acquisition, integration and restructuring expenses, and impairment of goodwill and acquired intangible assets; from one-time items included in financial revenue; from one-time tax effects; and from the income tax effects of these non-IFRS adjustments. Finally, these estimates do not include any new acquisitions or restructuring completed after June 30, 2025.

    Corporate Announcements

    Today’s Webcast and Conference Call Information

    Today, Thursday, July 24, 2025, Dassault Systèmes will host in Paris a webcasted presentation at 9:00 AM London Time / 10:00 AM Paris time, and will then host a conference call at 8:30 AM New York time / 1:30 PM London time / 2:30 PM Paris time. The webcasted presentation and conference calls will be available online by accessing investor.3ds.com.

    Additional investor information is available at investor.3ds.com or by calling Dassault Systèmes’ Investor Relations at +33.1.61.62.69.24.

    Investor Relations Events

    • Third Quarter 2025 Earnings Release: October 23, 2025
    • Fourth Quarter 2025 Earnings Release: February 11, 2026
    • First Quarter 2026 Earnings Release: April 23, 2026
    • Second Quarter 2026 Earnings Release: July 23, 2026

    Forward-looking Information

    Statements herein that are not historical facts but express expectations or objectives for the future, including but not limited to statements regarding the Group’s non-IFRS financial performance objectives are forward-looking statements. Such forward-looking statements are based on Dassault Systèmes management’s current views and assumptions and involve known and unknown risks and uncertainties. Actual results or performances may differ materially from those in such statements due to a range of factors.

    The Group’s actual results or performance may be materially negatively affected by numerous risks and uncertainties, as described in the “Risk Factors” section 1.9 of the 2024 Universal Registration Document (‘Document d’enregistrement universel’) filed with the AMF (French Financial Markets Authority) on March 18, 2025, available on the Group’s website www.3ds.com.

    In particular, please refer to the risk factor “Uncertain Global Environment” in section 1.9.1.1 of the 2024 Universal Registration Document set out below for ease of reference:

    “In light of the uncertainties regarding economic, business, social, health and geopolitical conditions at the global level, Dassault Systèmes’ revenue, net earnings and cash flows may grow more slowly, whether on an annual or quarterly basis, mainly due to the following factors:

    • the deployment of Dassault Systèmes’ solutions may represent a large portion of a customer’s investments in software technology. Decisions to make such an investment are impacted by the economic environment in which the customers operate. Uncertain global geopolitical, economic and health conditions and the lack of visibility or the lack of financial resources may cause some customers, e.g. within the automotive, aerospace, energy or natural resources industries, to reduce, postpone or cancel their investments, or to reduce or not renew ongoing paid maintenance for their installed base, which impact larger customers’ revenue with their respective sub-contractors;
    • the political, economic and monetary situation in certain geographic regions where Dassault Systèmes operates could become more volatile and negatively affect Dassault Systèmes’ business, and in particular its revenue, for example, due to stricter export compliance rules or the introduction of new customs barriers or controls on the exchange of goods and services;
    • continued pressure or volatility on raw materials and energy prices could also slow down Dassault Systèmes’ diversification efforts in new industries;
    • uncertainties regarding the extent and duration of costs inflation could adversely affect the financial position of Dassault Systèmes; and
    • the sales cycle of the Dassault Systèmes’ products – already relatively long due to the strategic nature of such investments for customers – could further lengthen.

    The occurrence of crises – health and political crises in particular – could have consequences both for the health and safety of Dassault Systèmes’ employees and for the Company. It could also adversely impact the financial situation or financing and supply capabilities of Dassault Systèmes’ existing and potential customers, commercial and technology partners, some of whom may be forced to temporarily close sites or to cease operations. A deteriorating economic environment could generate increased price pressure and affect the collection of receivables, which would negatively affect Dassault Systèmes’ revenue, financial performance and market position.

    Dassault Systèmes makes every effort to take into consideration this uncertain outlook. Dassault Systèmes’ business results, however, may not develop as anticipated. Furthermore, due to factors affecting sales of Dassault Systèmes’ products and services, there may be a substantial time lag between an improvement in global economic and business conditions and an upswing in the Company’s business results.”

    In preparing such forward-looking statements, the Group has in particular assumed an average US dollar to euro exchange rate of US$1.17 per €1.00 as well as an average Japanese yen to euro exchange rate of JPY170.0 to €1.00, before hedging for the third quarter 2025. The Group has assumed an average US dollar to euro exchange rate of US$1.13 per €1.00 as well as an average Japanese yen to euro exchange rate of JPY166.1 to €1.00, before hedging for the full year 2025. However, currency values fluctuate, and the Group’s results may be significantly affected by changes in exchange rates.

    Non-IFRS Financial Information

    Readers are cautioned that the supplemental non-IFRS financial information presented in this press release is subject to inherent limitations. It is not based on any comprehensive set of accounting rules or principles and should not be considered in isolation from or as a substitute for IFRS measurements. The supplemental non-IFRS financial information should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with IFRS. Furthermore, the Group’s supplemental non-IFRS financial information may not be comparable to similarly titled “non-IFRS” measures used by other companies. Specific limitations for individual non-IFRS measures are set forth in the Company’s 2024 Universal Registration Document filed with the AMF on March 18, 2025.

    In the tables accompanying this press release the Group sets forth its supplemental non-IFRS figures for revenue, operating income, operating margin, net income and diluted earnings per share, which exclude the effect of adjusting the carrying value of acquired companies’ deferred revenue, share-based compensation expense and related social charges, the amortization of acquired intangible assets and of tangibles reevaluation, certain other operating income and expense, net, including impairment of goodwill and acquired intangibles, the effect of adjusting lease incentives of acquired companies, certain one-time items included in financial revenue and other, net, and the income tax effect of the non-IFRS adjustments and certain one-time tax effects. The tables also set forth the most comparable IFRS financial measure and reconciliations of this information with non-IFRS information.

    FOR MORE INFORMATION

    Dassault Systèmes’ 3DEXPERIENCE platform, 3D design software, 3D Digital Mock Up and Product Lifecycle Management (PLM) solutions: http://www.3ds.com

    ABOUT DASSAULT SYSTÈMES

    Dassault Systèmes is a catalyst for human progress. Since 1981, the company has pioneered virtual worlds to improve real life for consumers, patients and citizens. With Dassault Systèmes’ 3DEXPERIENCE platform, 370 000 customers of all sizes, in all industries, can collaborate, imagine and create sustainable innovations that drive meaningful impact.
    For more information, visit www.3ds.com.

    Dassault Systèmes Investor Relations Team                FTI Consulting

    Beatrix Martinez: +33 1 61 62 40 73                        Arnaud de Cheffontaines: +33 1 47 03 69 48

                                                            Jamie Ricketts : +44 20 3727 1600

    investors@3ds.com

    Dassault Systèmes Press Contacts

    Corporate / France        Arnaud MALHERBE        arnaud.malherbe@3ds.com        +33 (0)1 61 62 87 73

    © Dassault Systèmes. All rights reserved. 3DEXPERIENCE, the 3DS logo, the Compass icon, IFWE, 3DEXCITE, 3DVIA, BIOVIA, CATIA, CENTRIC PLM, DELMIA, ENOVIA, GEOVIA, MEDIDATA, NETVIBES, OUTSCALE, SIMULIA and SOLIDWORKS are commercial trademarks or registered trademarks of Dassault Systèmes, a European company (Societas Europaea) incorporated under French law, and registered with the Versailles trade and companies registry under number 322 306 440, or its subsidiaries in the United States and/or other countries. All other trademarks are owned by their respective owners. Use of any Dassault Systèmes or its subsidiaries trademarks is subject to their express written approval.

    APPENDIX TABLE OF CONTENTS

    Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.    

    Glossary of Definitions

    Non-IFRS Financial Information

    Acquisitions and Foreign Exchange Impact

    Condensed consolidated statements of income

    Condensed consolidated balance sheet

    Condensed consolidated cash flow statement

    IFRS – non-IFRS reconciliation

    DASSAULT SYSTÈMES – Glossary of Definitions

    Information in Constant Currencies

    Dassault Systèmes has followed a long-standing policy of measuring its revenue performance and setting its revenue objectives exclusive of currency in order to measure in a transparent manner the underlying level of improvement in its total revenue and software revenue by activity, industry, geography and product lines. The Group believes it is helpful to evaluate its growth exclusive of currency impacts, particularly to help understand revenue trends in its business. Therefore, the Group provides percentage increases or decreases in its revenue and expenses (in both IFRS and non-IFRS) to eliminate the effect of changes in currency values, particularly the U.S. dollar and the Japanese yen, relative to the euro. When trend information is expressed “in constant currencies”, the results of the “prior” period have first been recalculated using the average exchange rates of the comparable period in the current year, and then compared with the results of the comparable period in the current year.

    While constant currency calculations are not considered to be an IFRS measure, the Group believes these measures are critical to understanding its global revenue results and to compare with many of its competitors who report their financial results in U.S. dollars. Therefore, Dassault Systèmes includes this calculation to compare IFRS and non-IFRS revenue figures for comparable periods. All information at constant currencies is expressed as a rounded percentage and therefore may not precisely reflect the absolute figures.

    Information on Growth excluding acquisitions (“organic growth”)

    In addition to financial indicators relating to the Group’s entire scope, Dassault Systèmes also provides growth information excluding acquisitions’ effects, and named organic growth. To do so, the Group’s data is restated to exclude acquisitions, from the date of the transaction, over a period of 12 months.

    Information on Industrial Sectors

    Dassault Systèmes provides broad end-to-end software solutions and services: its 3D UNIV+RSES (made of multiple virtual twin experiences) powered by the 3DEXPERIENCE platform combine modeling, simulation, data science, artificial intelligence and collaborative innovation to support companies in the three sectors it serves, namely Manufacturing Industries, Life Sciences & Healthcare, and Infrastructure & Cities.

    These three sectors comprise twelve industries:

    • Manufacturing Industries: Transportation & Mobility; Aerospace & Defense; Marine & Offshore; Industrial Equipment; High-Tech; Home & Lifestyle; Consumer Packaged Goods – Retail. In Manufacturing Industries, Dassault Systèmes helps customers virtualize their operations, improve data sharing and collaboration across their organization, reduce costs and time-to-market, and become more sustainable;
    • Life Sciences & Healthcare: Life Sciences & Healthcare. In this sector, the Group aims to address the entire cycle of the patient journey to lead the way toward precision medicine. To reach the broader healthcare ecosystem from research to commercial, the Group’s solutions connect all elements from molecule development to prevention to care, and combine new therapeutics, medical practices, and Medtech;
    • Infrastructure & Cities: Infrastructure, Energy & Materials; Architecture, Engineering & Construction; Business Services; Cities & Public Services. In Infrastructure & Cities, the Group supports the virtualization of the sector in making its industries more efficient and sustainable, and creating desirable living environments.

    Information on Product Lines

    The Group’s financial reporting on product lines includes the following information:

    • Industrial Innovation software revenue, which includes CATIA, ENOVIA, SIMULIA, DELMIA, GEOVIA, NETVIBES, and 3DEXCITE brands;
    • Life Sciences software revenue, which includes MEDIDATA and BIOVIA brands;
    • Mainstream Innovation software revenue, which includes its CENTRIC PLM and 3DVIA brands, as well as the SOLIDWORKS brand and its expanded offerings in design, simulation, PLM, and manufacturing.

    OUTSCALE has been a Dassault Systèmes brand since 2022, extending the portfolio of software applications. As the first sovereign and sustainable operator on the cloud, OUTSCALE enables governments and corporations from all sectors to achieve digital autonomy through a Cloud experience and with a world-class cyber governance.

    GEOs

    Eleven GEOs are responsible for driving the development of the Company’s business and implementing its customer‑centric engagement model. Teams leverage strong networks of local customers, users, partners, and influencers.

    These GEOs are structured into three groups:

    • the “Americas” group, made of two GEOs;
    • the “Europe” group, comprising Europe, Middle East and Africa (EMEA) and made of four GEOs;
    • the “Asia” group, comprising Asia and Oceania and made of five GEOs.

    3DEXPERIENCE Software Contribution

    To measure the relative share of 3DEXPERIENCE software in its revenues, Dassault Systèmes calculates the percentage contribution by comparing total 3DEXPERIENCE software revenue to software revenue for all product lines except SOLIDWORKS, MEDIDATA, CENTRIC PLM and other acquisitions (defined as “3DEXPERIENCE Eligible software revenue”).

    Cloud revenue

    Cloud revenue is generated from contracts that provide access to cloud-based solutions (SaaS), infrastructure as a service (IaaS), cloud solution development and cloud managed services. These offerings are delivered by Dassault Systèmes through its own cloud infrastructure or by third-party cloud providers. They are available through different deployment methods: Dedicated cloud, Sovereign cloud and International cloud. Cloud solutions are generally offered through subscription-based models or perpetual licenses with support and hosting services.

    DASSAULT SYSTÈMES

    NON-IFRS FINANCIAL INFORMATION

    (unaudited; in millions of Euros, except per share data, percentages, headcount and exchange rates)

    Non-IFRS key figures exclude the effects of adjusting the carrying value of acquired companies’ contract liabilities (deferred revenue), share-based compensation expense, including related social charges, amortization of acquired intangible assets and of tangible assets revaluation, lease incentives of acquired companies, other operating income and expense, net, including the acquisition, integration and restructuring expenses, and impairment of goodwill and acquired intangible assets, certain one-time items included in financial loss, net, certain one-time tax effects and the income tax effects of these non-IFRS adjustments.

    Comparable IFRS financial information and a reconciliation of the IFRS and non-IFRS measures are set forth in the separate tables within this Attachment.

    In millions of Euros, except per share data, percentages, headcount and exchange rates Non-IFRS reported
    Three months ended Six months ended
    June 30,

    2025

    June 30,

    2024

    Change Change in constant currencies June 30,

    2025

    June 30,

    2024

    Change Change in constant currencies
    Total Revenue € 1,523.2 € 1,495.8 2% 6% € 3,096.2 € 2,995.4 3% 5%
                     
    Revenue breakdown by activity                
    Software revenue 1,374.2 1,346.5 2% 6% 2,807.0 2,699.4 4% 5%
    Of which licenses and other software revenue 275.6 271.8 1% 5% 473.7 490.3 (3)% (2)%
    Of which subscription and support revenue 1,098.6 1,074.8 2% 6% 2,333.2 2,209.1 6% 7%
    Services revenue 148.9 149.2 (0)% 3% 289.2 296.1 (2)% (2)%
                     
    Software revenue breakdown by product line                
    Industrial Innovation 744.6 701.9 6% 9% 1,537.7 1,433.2 7% 8%
    Life Sciences 268.3 281.7 (5)% 0% 560.9 566.4 (1)% 0%
    Mainstream Innovation 361.3 363.0 (0)% 4% 708.3 699.7 1% 3%
                     
    Software Revenue breakdown by geography                
    Americas 505.0 525.5 (4)% 2% 1,116.2 1,079.1 3% 5%
    Europe 534.8 491.9 9% 10% 1,048.0 995.1 5% 5%
    Asia 334.4 329.1 2% 6% 642.8 625.2 3% 5%
                     
    Operating income € 446.1 € 447.8 (0)%   € 932.2 € 914.3 2%  
    Operating margin 29.3% 29.9%     30.1% 30.5%    
                     
    Net income attributable to shareholders € 391.0 € 397.1 (2)%   € 811.2 € 794.3 2%  
    Diluted earnings per share € 0.30 € 0.30 (1)% 4% € 0.61 € 0.60 2% 5%
                     
    Closing headcount 26,253 25,811 2%   26,253 25,811 2%  
                     
    Average Rate USD per Euro 1.13 1.08 5%   1.09 1.08 1%  
    Average Rate JPY per Euro 163.81 167.77 (2)%   162.12 164.46 (1)%  

    DASSAULT SYSTÈMES

    ACQUISITIONS AND FOREIGN EXCHANGE IMPACT

    (unaudited; in millions of Euros)

    In millions of Euros Non-IFRS reported o/w growth at constant rate and scope o/w change of scope impact at current year rate o/w FX impact on previous year figures
    June 30,

    2025

    June 30,

    2024

    Change
    Revenue QTD 1,523.2 1,495.8 27.4 72.6 7.5 (52.7)
    Revenue YTD 3,096.2 2,995.4 100.7 125.9 7.7 (32.9)

    DASSAULT SYSTÈMES

    CONDENSED CONSOLIDATED STATEMENTS OF INCOME

    (unaudited; in millions of Euros, except per share data and percentages)

    In millions of Euros, except per share data and percentages IFRS reported
    Three months ended Six months ended
    June 30, June 30, June 30, June 30,
    2025 2024 2025 2024
    Licenses and other software revenue 275.6 271.8 473.7 490.3
    Subscription and Support revenue 1,097.1 1,074.8 2,331.7 2,209.1
    Software revenue 1,372.7 1,346.5 2,805.4 2,699.4
    Services revenue 148.9 149.2 289.2 296.1
    Total Revenue € 1,521.6 € 1,495.8 € 3,094.6 € 2,995.4
    Cost of software revenue (1) (120.1) (124.8) (249.3) (236.8)
    Cost of services revenue (144.6) (127.9) (275.7) (259.8)
    Research and development expenses (348.7) (326.1) (697.3) (637.5)
    Marketing and sales expenses (448.0) (423.8) (894.5) (844.1)
    General and administrative expenses (123.7) (111.6) (244.2) (216.7)
    Amortization of acquired intangible assets and of tangible assets revaluation (85.4) (92.3) (173.8) (185.6)
    Other operating income and expense, net (9.3) (13.2) (13.7) (15.0)
    Total Operating Expenses (1,279.9) (1,219.8) (2,548.4) (2,395.4)
    Operating Income € 241.7 € 276.0 € 546.1 € 600.0
    Financial income (loss), net 29.9 33.3 60.2 63.4
    Income before income taxes € 271.5 € 309.2 € 606.3 € 663.5
    Income tax expense (53.0) (47.7) (128.4) (116.0)
    Net Income € 218.6 € 261.5 € 477.9 € 547.5
    Non-controlling interest 4.9 1.2 6.1 1.0
    Net Income attributable to equity holders of the parent € 223.5 € 262.7 € 484.0 € 548.4
    Basic earnings per share 0.17 0.20 0.37 0.42
    Diluted earnings per share € 0.17 € 0.21 € 0.37 € 0.42
    Basic weighted average shares outstanding (in millions) 1,315.9 1,313.2 1,314.9 1,313.7
    Diluted weighted average shares outstanding (in millions) 1,324.4 1,326.2 1,325.7 1,328.7

            (1) Excluding amortization of acquired intangible assets and of tangible assets revaluation.

    IFRS reported

     

    Three months ended June 30, 2025 Six months ended June 30, 2025
    Change (2) Change in constant currencies Change (2) Change in constant currencies
    Total Revenue 2% 5% 3% 4%
    Revenue by activity        
    Software revenue 2% 6% 4% 5%
    Services revenue (0)% 3% (2)% (2)%
    Software Revenue by product line        
    Industrial Innovation 6% 9% 7% 8%
    Life Sciences (5)% 0% (1)% 0%
    Mainstream Innovation (1)% 3% 1% 3%
    Software Revenue by geography        
    Americas (4)% 2% 3% 5%
    Europe 8% 10% 5% 5%
    Asia 2% 6% 3% 5%

                    (2) Variation compared to the same period in the prior year.

    DASSAULT SYSTÈMES

    CONDENSED CONSOLIDATED BALANCE SHEET

    (unaudited; in millions of Euros)

    In millions of Euros IFRS reported
    June 30, December 31,
    2025 2024
    ASSETS    
    Cash and cash equivalents 4,083.7 3,952.6
    Trade accounts receivable, net 1,575.9 2,120.9
    Contract assets 40.1 30.1
    Other current assets 406.2 464.0
    Total current assets 6,105.9 6,567.6
    Property and equipment, net 903.5 945.8
    Goodwill and Intangible assets, net 7,030.3 7,687.1
    Other non-current assets 375.7 345.5
    Total non-current assets 8,309.4 8,978.3
    Total Assets € 14,415.3 € 15,545.9
    LIABILITIES    
    Trade accounts payable 183.2 259.9
    Contract liabilities 1,559.3 1,663.4
    Borrowings, current 534.0 450.8
    Other current liabilities 1,063.0 1,147.4
    Total current liabilities 3,339.5 3,521.5
    Borrowings, non-current 2,043.9 2,042.8
    Other non-current liabilities 836.0 900.9
    Total non-current liabilities 2,879.9 2,943.7
    Non-controlling interests 11.5 14.1
    Parent shareholders’ equity 8,184.3 9,066.6
    Total Liabilities € 14,415.3 € 15,545.9

    DASSAULT SYSTÈMES

    CONDENSED CONSOLIDATED CASH FLOW STATEMENT

    (unaudited; in millions of Euros)

    In millions of Euros IFRS reported
    Three months ended Six months ended
    June 30, June 30, Change June 30, June 30, Change
    2025 2024 2025 2024
    Net income attributable to equity holders of the parent 223.5 262.7 (39.3) 484.0 548.4 (64.4)
    Non-controlling interest (4.9) (1.2) (3.7) (6.1) (1.0) (5.1)
    Net income 218.6 261.5 (42.9) 477.9 547.5 (69.5)
    Depreciation of property and equipment 48.5 45.1 3.4 98.9 92.7 6.2
    Amortization of intangible assets 86.2 94.2 (8.0) 175.9 189.4 (13.5)
    Adjustments for other non-cash items 20.5 36.6 (16.1) 36.6 74.3 (37.7)
    Changes in working capital (39.4) 21.9 (61.3) 358.0 226.3 131.7
    Net Cash From Operating Activities € 334.3 € 459.3 € ( 124.9) € 1,147.3 € 1,130.2 € 17.2
                 
    Additions to property, equipment and intangibles assets (39.3) (50.6) 11.3 (95.3) (107.8) 12.5
    Payment for acquisition of businesses, net of cash acquired (9.2) (11.2) 2.0 (202.9) (15.7) (187.2)
    Other 3.2 0.8 2.3 (34.6) 23.1 (57.7)
    Net Cash Provided by (Used in) Investing Activities € (45.3) € (61.0) € 15.6 € (332.8) € (100.4) € (232.4)
                 
    Proceeds from exercise of stock options 7.4 13.9 (6.5) 29.6 35.2 (5.7)
    Cash dividends paid (342.6) (302.7) (39.9) (342.6) (302.7) (39.9)
    Repurchase and sale of treasury stock (144.7) (176.6) 31.8 (224.8) (307.7) 82.9
    Capital increase 111.3 111.3 111.3 111.3
    Acquisition of non-controlling interests 0.0 (0.0) 0.0 (0.2) (2.6) 2.5
    Proceeds from borrowings 121.3 121.3 81.0 81.0
    Repayment of borrowings (0.1) 0.1 (18.5) (0.2) (18.4)
    Repayment of lease liabilities (22.7) (18.3) (4.4) (45.4) (42.3) (3.0)
    Net Cash Provided by (Used in) Financing Activities € (270.0) € (483.7) € 213.7 € (409.5) € (620.2) € 210.7
                 
    Effect of exchange rate changes on cash and cash equivalents (178.1) 21.0 (199.1) (273.9) 53.6 (327.5)
                 
    Increase (decrease) in cash and cash equivalents € (159.1) € (64.4) € (94.7) € 131.2 € 463.2 € (332.1)
                 
    Cash and cash equivalents at beginning of period € 4,242.9 € 4,095.9   € 3,952.6 € 3,568.3  
    Cash and cash equivalents at end of period € 4,083.7 € 4,031.5   € 4,083.7 € 4,031.5  

    DASSAULT SYSTÈMES
    SUPPLEMENTAL NON-IFRS FINANCIAL INFORMATION
    IFRS – NON-IFRS RECONCILIATION
    (unaudited; in millions of Euros, except per share data and percentages)

    Readers are cautioned that the supplemental non-IFRS information presented in this press release is subject to inherent limitations. It is not based on any comprehensive set of accounting rules or principles and should not be considered as a substitute for IFRS measurements. Also, the Group’s supplemental non-IFRS financial information may not be comparable to similarly titled “non-IFRS” measures used by other companies. Further specific limitations for individual non-IFRS measures, and the reasons for presenting non-IFRS financial information, are set forth in the Group’s Document d’Enregistrement Universel for the year ended December 31, 2024 filed with the AMF on March 18, 2025. To compensate for these limitations, the supplemental non-IFRS financial information should be read not in isolation, but only in conjunction with the Group’s consolidated financial statements prepared in accordance with IFRS.

    In millions of Euros, except per share data and percentages Three months ended June 30, Change
    2025 Adjustment(1) 2025 2024 Adjustment(1) 2024 IFRS Non-IFRS(2)
    IFRS Non-IFRS IFRS Non-IFRS
    Total Revenue € 1,521.6 € 1.6 € 1,523.2 € 1,495.8 € 1,495.8 2% 2%
    Revenue breakdown by activity                
    Software revenue 1,372.7 1.6 1,374.2 1,346.5 1,346.5 2% 2%
    Licenses and other software revenue 275.6 275.6 271.8 271.8 1% 1%
    Subscription and Support revenue 1,097.1 1.6 1,098.6 1,074.8 1,074.8 2% 2%
    Recurring portion of Software revenue 80%   80% 80%   80%    
    Services revenue 148.9 148.9 149.2 149.2 (0)% (0)%
    Software Revenue breakdown by product line                
    Industrial Innovation 744.6 744.6 701.9 701.9 6% 6%
    Life Sciences 268.3 268.3 281.7 281.7 (5)% (5)%
    Mainstream Innovation 359.7 1.6 361.3 363.0 363.0 (1)% (0)%
    Software Revenue breakdown by geography                
    Americas 505.0 505.0 525.5 525.5 (4)% (4)%
    Europe 533.4 1.4 534.8 491.9 491.9 8% 9%
    Asia 334.3 0.1 334.4 329.1 329.1 2% 2%
    Total Operating Expenses € (1,279.9) € 202.9 € (1,077.1) € (1,219.8) € 171.9 € (1,047.9) 5% 3%
    Share-based compensation expense and related social charges (107.7) 107.7 (65.8) 65.8    
    Amortization of acquired intangible assets and of tangible assets revaluation (85.4) 85.4 (92.3) 92.3    
    Lease incentives of acquired companies (0.4) 0.4 (0.5) 0.5    
    Other operating income and expense, net (9.3) 9.3 (13.2) 13.2    
    Operating Income € 241.7 € 204.4 € 446.1 € 276.0 € 171.9 € 447.8 (12)% (0)%
    Operating Margin 15.9%   29.3% 18.4%   29.9%    
    Financial income (loss), net 29.9 0.6 30.4 33.3 0.5 33.8 (10)% (10)%
    Income tax expense (53.0) (32.8) (85.7) (47.7) (36.4) (84.1) 11% 2%
    Non-controlling interest 4.9 (4.7) 0.3 1.2 (1.6) (0.4) 300% (167)%
    Net Income attributable to shareholders € 223.5 € 167.6 € 391.0 € 262.7 € 134.4 € 397.1 (15)% (2)%
    Diluted Earnings Per Share (3) € 0.17 € 0.13 € 0.30 € 0.21 € 0.09 € 0.30 (19)% (1)%

    (1) In the reconciliation schedule above, (i) all adjustments to IFRS revenue data reflect the exclusion of the effect of adjusting the carrying value of acquired companies’ contract liabilities (deferred revenue); (ii) adjustments to IFRS operating expense data reflect the exclusion of the amortization of acquired intangible assets and of tangible assets revaluation, share-based compensation expense, including related social charges, lease incentives of acquired companies, as detailed below, and other operating income and expense, net including acquisition, integration and restructuring expenses, and impairment of goodwill and acquired intangible assets; (iii) adjustments to IFRS financial loss, net reflect the exclusion of certain one-time items included in financial loss, net, and; (iv) all adjustments to IFRS income data reflect the combined effect of these adjustments, plus with respect to net income and diluted earnings per share, certain one-time tax effects and the income tax effect of the non-IFRS adjustments.

    In millions of Euros, except percentages Three months ended June 30, Change
    2025

    IFRS

    Share-based compensation expense and related social charges Lease incentives of acquired companies 2025

    Non-IFRS

    2024

    IFRS

    Share-based compensation expense and related social charges Lease incentives of acquired companies 2024

    Non-IFRS

    IFRS Non-

    IFRS

    Cost of revenue (264.7) 13.9 0.1 (250.7) (252.8) 5.0 0.1 (247.6) 5% 1%
    Research and development expenses (348.7) 28.9 0.1 (319.7) (326.1) 20.4 0.2 (305.5) 7% 5%
    Marketing and sales expenses (448.0) 39.7 0.1 (408.2) (423.8) 23.2 0.1 (400.5) 6% 2%
    General and administrative expenses (123.7) 25.2 0.0 (98.5) (111.6) 17.2 0.0 (94.3) 11% 4%
    Total   € 107.7 € 0.4     € 65.8 € 0.5      

    (2) The non-IFRS percentage increase (decrease) compares non-IFRS measures for the two different periods. In the event there is non-IFRS adjustment to the relevant measure for only one of the periods under comparison, the non-IFRS increase (decrease) compares the non-IFRS measure to the relevant IFRS measure.
    (3) Based on a weighted average 1,324.4 million diluted shares for Q2 2025 and 1,326.2 million diluted shares for Q2 2024, and, for IFRS only, a diluted net income attributable to the sharehorlders of € 223.5 million for Q2 2025 (€ 276.7 million for Q2 2024). The Diluted net income attributable to equity holders of the Group corresponds to the Net Income attributable to equity holders of the Group adjusted by the impact of the share-based compensation plans to be settled either in cash or in shares at the option of the Group.

    DASSAULT SYSTÈMES
    SUPPLEMENTAL NON-IFRS FINANCIAL INFORMATION
    IFRS – NON-IFRS RECONCILIATION
    (unaudited; in millions of Euros, except per share data and percentages)

    Readers are cautioned that the supplemental non-IFRS information presented in this press release is subject to inherent limitations. It is not based on any comprehensive set of accounting rules or principles and should not be considered as a substitute for IFRS measurements. Also, the Group’s supplemental non-IFRS financial information may not be comparable to similarly titled “non-IFRS” measures used by other companies. Further specific limitations for individual non-IFRS measures, and the reasons for presenting non-IFRS financial information, are set forth in the Group’s Document d’Enregistrement Universel for the year ended December 31, 2024 filed with the AMF on March 18, 2025. To compensate for these limitations, the supplemental non-IFRS financial information should be read not in isolation, but only in conjunction with the Group’s consolidated financial statements prepared in accordance with IFRS.

    In millions of Euros, except per share data and percentages Six months ended June 30, Change
    2025 Adjustment(1) 2025 2024 Adjustment(1) 2024 IFRS Non-IFRS(2)
    IFRS Non-IFRS IFRS Non-IFRS
    Total Revenue € 3,094.6 € 1.6 € 3,096.2 € 2,995.4 € 2,995.4 3% 3%
    Revenue breakdown by activity                
    Software revenue 2,805.4 1.6 2,807.0 2,699.4 2,699.4 4% 4%
    Licenses and other software revenue 473.7 473.7 490.3 490.3 (3)% (3)%
    Subscription and Support revenue 2,331.7 1.6 2,333.2 2,209.1 2,209.1 6% 6%
    Recurring portion of Software revenue 83%   83% 82%   82%    
    Services revenue 289.2 289.2 296.1 296.1 (2)% (2)%
    Software Revenue breakdown by product line                
    Industrial Innovation 1,537.7 1,537.7 1,433.2 1,433.2 7% 7%
    Life Sciences 560.9 560.9 566.4 566.4 (1)% (1)%
    Mainstream Innovation 706.8 1.6 708.3 699.7 699.7 1% 1%
    Software Revenue breakdown by geography                
    Americas 1,116.1 0.1 1,116.2 1,079.1 1,079.1 3% 3%
    Europe 1,046.6 1.4 1,048.0 995.1 995.1 5% 5%
    Asia 642.7 0.1 642.8 625.2 625.2 3% 3%
    Total Operating Expenses € (2,548.4) € 384.4 € (2,164.0) € (2,395.4) € 314.3 € (2,081.1) 6% 4%
    Share-based compensation expense and related social charges (196.2) 196.2 (112.6) 112.6    
    Amortization of acquired intangible assets and of tangible assets revaluation (173.8) 173.8 (185.6) 185.6    
    Lease incentives of acquired companies (0.8) 0.8 (1.2) 1.2    
    Other operating income and expense, net (13.7) 13.7 (15.0) 15.0    
    Operating Income € 546.1 € 386.0 € 932.2 € 600.0 € 314.3 € 914.3 (9)% 2%
    Operating Margin 17.6%   30.1% 20.0%   30.5%    
    Financial income (loss), net 60.2 1.1 61.3 63.4 1.5 64.9 (5)% (6)%
    Income tax expense (128.4) (54.4) (182.8) (116.0) (68.0) (184.0) 11% (1)%
    Non-controlling interest 6.1 (5.6) 0.5 1.0 (1.9) (0.9) N/A (152)%
    Net Income attributable to shareholders € 484.0 € 327.2 € 811.2 € 548.4 € 245.9 € 794.3 (12)% 2%
    Diluted Earnings Per Share (3) € 0.37 € 0.25 € 0.61 € 0.42 € 0.17 € 0.60 (14)% 2%

    (1) In the reconciliation schedule above, (i) all adjustments to IFRS revenue data reflect the exclusion of the effect of adjusting the carrying value of acquired companies’ contract liabilities (deferred revenue); (ii) adjustments to IFRS operating expense data reflect the exclusion of the amortization of acquired intangible assets and of tangible assets revaluation, share-based compensation expense, including related social charges, lease incentives of acquired companies, as detailed below, and other operating income and expense, net including acquisition, integration and restructuring expenses, and impairment of goodwill and acquired intangible assets; (iii) adjustments to IFRS financial loss, net reflect the exclusion of certain one-time items included in financial loss, net, and; (iv) all adjustments to IFRS income data reflect the combined effect of these adjustments, plus with respect to net income and diluted earnings per share, certain one-time tax effects and the income tax effect of the non-IFRS adjustments.

    In millions of Euros, except percentages Six months ended June 30, Change
    2025

    IFRS

    Share-based compensation expense and related social charges Lease incentives of acquired companies 2025

    Non-IFRS

    2024

    IFRS

    Share-based compensation expense and related social charges Lease incentives of acquired companies 2024

    Non-IFRS

    IFRS Non-

    IFRS

    Cost of revenue (525.0) 18.8 0.2 (505.9) (496.5) 8.0 0.3 (488.2) 6% 4%
    Research and development expenses (697.3) 61.4 0.3 (635.7) (637.5) 38.3 0.6 (598.7) 9% 6%
    Marketing and sales expenses (894.5) 64.2 0.2 (830.1) (844.1) 36.8 0.2 (807.1) 6% 3%
    General and administrative expenses (244.2) 51.8 0.1 (192.3) (216.7) 29.5 0.1 (187.1) 13% 3%
    Total   € 196.2 € 0.8     € 112.6 € 1.2      

    (2) The non-IFRS percentage increase (decrease) compares non-IFRS measures for the two different periods. In the event there is non-IFRS adjustment to the relevant measure for only one of the periods under comparison, the non-IFRS increase (decrease) compares the non-IFRS measure to the relevant IFRS measure.
    (3) Based on a weighted average 1,325.7 million diluted shares for YTD 2025 and 1,328.7 million diluted shares for YTD 2024, and, for IFRS only, a diluted net income attributable to the sharehorlders of € 484.0 million for YTD 2025 (€ 562.3 million for YTD 2024). The Diluted net income attributable to equity holders of the Group corresponds to the Net Income attributable to equity holders of the Group adjusted by the impact of the share-based compensation plans to be settled either in cash or in shares at the option of the Group.


    1 IFRS figures for 2Q25: Total revenue of €1.52 billion, up 5%, and subscription revenue up 9%; Operating margin of 15.9% and diluted EPS of €0.17; IFRS figures for YTD25: total revenue of €3.09 billion, subscription revenue up 12%; Operating margin of 17.6% and diluted EPS of €0.37.  

    Attachment

    The MIL Network

  • MIL-Evening Report: Australia says US beef will soon be welcome here again. It’s unlikely we’ll buy much of it

    Source: The Conversation (Au and NZ) – By Felicity Deane, Professor of Trade Law and Taxation, Queensland University of Technology

    DarcyMaulsby/Getty

    The Albanese government has today confirmed it will lift biosecurity restrictions on beef imports from the United States. The timing of this decision has raised some eyebrows.

    Back in April, US President Donald Trump had singled out what he characterised as an Australian “ban” on US beef as he announced 10% baseline tariffs on imports from Australia.

    Responding to today’s announcement, Nationals leader David Littleproud said it appeared the restrictions have been “traded away to appease Donald Trump”.

    But Trade Minister Don Farrell said there was “nothing suspicious about this”. And some Australian industry groups have since expressed their confidence in the decision.

    So, has Australia’s beef industry been sold out for the benefit of a trade deal? Or is it just a poorly timed announcement at the end of a review into Australia’s restrictions?

    Biosecurity concerns

    Australia’s biosecurity rules, particularly around beef products, have long been a source of friction with the United States. These rules date back to the late 1990s and were strengthened following a US mad cow disease scare in 2003.

    In 2019, a ban was lifted on beef products from cattle that had been born, raised and slaughtered in the US. However, a ban remained on any products from cattle originating in Mexico or Canada that had been slaughtered in the US.

    This was a cause for some tension, because the traceability requirements in the US were not as stringent as in Australia. That meant it wasn’t always possible to determine the origins of US products. So the 2019 change effectively only applied to shelf-stable products – not fresh meat.

    Last month, the Albanese government made assurances Australia’s biosecurity rules wouldn’t be compromised in trade negotiations. But it also confirmed a review of the rules was underway.

    The National Farmers’ Federation acknowledged the government’s decision in a statement today:

    The report released today is the result of a long-standing, science-based review by the Australian Government into the biosecurity risks posed by cattle raised in Canada and Mexico, but processed in and exported from the US.

    Speaking on ABC Radio, Cattle Australia chief executive Will Evans acknowledged “a lot of people” may feel “blindsided” by the government’s decision, but expressed his confidence in the government’s process.

    Boom times for Australian beef

    Australians are some of the highest per-capita consumers of beef products in the world. But Australia is also the world’s second-largest beef exporter, trailing only Brazil.

    In contrast, the US is the world’s second-largest importer of beef, behind only China.

    That poses the question: how much do we actually need beef from the US? Is it even worth lifting this ban, if it will impact so few people?

    The beef industry might be fair to question whether this is for the benefit of their industry, when it seems the existing 10% baseline tariffs have had no impact on the volumes of beef being exported from Australia. Quite the opposite.

    In June, Australia’s beef exports broke an all-time monthly record, and the US continued to be our largest export market.

    In addition, it is important to recognise the US tariffs on beef would theoretically be absorbed by the consumer, rather than the exporter.

    The trade war rages on

    Theory suggests that international trade is a good thing (though not everyone is a “winner”). Where there is trade between nations, competitive pricing is encouraged and consumers may enjoy more product variety.

    Most restrictions on trade are viewed unfavourably by economists, but there are some notable exceptions. The health and safety of food products and assurance of biosecurity standards are such concerns.

    Overnight, comments from the Trump administration suggest the 10% tariffs on imports from Australia could be raised, with a new baseline tariff rate of 15%.

    To apply these to Australian beef is in direct conflict with the Australia and United States Free Trade Agreement (AUSFTA). This agreement progressively removed tariffs on Australian beef, with all tariffs eliminated by 2023.

    Consequently, any new US tariff would violate these terms, threatening a trade relationship that has seen beef exports to the US flourish.

    Is our reputation on the line?

    It is important to note that the biosecurity rules in Australia and the traceability requirements for our producers are a point of national pride.

    Central to Australia’s biosecurity framework is the Biosecurity Act 2015 and the National Livestock Identification System, which ensures traceability, food safety, disease control and animal welfare.

    This imposes strict requirements on Australian beef producers – and as a result, imposes costs. It also means Australian beef is considered a premium product in much of the world.

    Australians should hope the evidence from the government’s review fully supports this action.

    Given the unpredictability of the Trump administration, it remains to be seen whether lifting these restrictions will win Australia any concessions on trade anyway.

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

    ref. Australia says US beef will soon be welcome here again. It’s unlikely we’ll buy much of it – https://theconversation.com/australia-says-us-beef-will-soon-be-welcome-here-again-its-unlikely-well-buy-much-of-it-261836

    MIL OSI AnalysisEveningReport.nz

  • India’s global outreach continues: PM Modi begins UK visit, Maldives next

    Source: Government of India

    Source: Government of India (2)

    rime Minister Narendra Modi will embark on a two-nation tour on Wednesday, visiting the United Kingdom and the Maldives from July 23 to 26, aiming to strengthen India’s global diplomatic engagements.

    At the invitation of UK Prime Minister Keir Starmer, Prime Minister Modi will undertake an official visit to the United Kingdom from July 23 to 24. This will be his fourth visit to the UK, reflecting the growing warmth and depth of the bilateral relationship.

    India and the United Kingdom share historical ties that have evolved into a robust and mutually beneficial partnership. A major milestone in the relationship was achieved during the India-UK virtual summit on 4 May 2021, when Prime Minister Modi and then UK Prime Minister Boris Johnson established a Comprehensive Strategic Partnership and adopted an ambitious India-UK Roadmap 2030. This roadmap continues to steer cooperation across various sectors including trade, security, education, technology, and climate change.

    The visit also comes in the wake of the recent general elections in the UK held on 4 July 2024, where the Labour Party returned to power after 14 years, winning 412 out of 650 seats. Keir Starmer assumed office as Prime Minister, and PM Modi extended his congratulations during a telephonic conversation on 6 July, also inviting him for an early visit to India.

    In its election manifesto, the Labour Party pledged to pursue a new strategic partnership with India, focusing on the conclusion of a Free Trade Agreement (FTA) and deepening cooperation in critical sectors. The two leaders had earlier met on the sidelines of the G20 Leaders’ Summit in Brazil in November 2024 and briefly interacted again during the G7 Summit in Canada in June 2025.

    Following the terrorist attack in Pahalgam in April 2025, Prime Minister Starmer had spoken to PM Modi to convey his condolences and support. On 6 May 2025, both leaders held a telephonic conversation and announced the successful conclusion of the India-UK FTA and the Double Taxation Avoidance Convention, marking a historic development in bilateral ties.

    High-level exchanges have been a consistent feature of India-UK relations. President Droupadi Murmu visited London in September 2022 to attend the State Funeral of Her Majesty Queen Elizabeth II and met King Charles III during her visit. Vice President Jagdeep Dhankhar represented India at the Coronation of King Charles III in May 2023 and engaged with global leaders during his visit. He also addressed members of the Indian community and interacted with Indian-origin UK MPs and students.

    Prime Minister Modi had earlier met former UK Prime Minister Rishi Sunak on multiple occasions, including during the G20 Summit in India in September 2023 and at the G7 Summit in Italy in June 2024. Their discussions covered progress on the India-UK FTA and other key areas under the Roadmap 2030. Sunak’s official visit to India in 2023 and bilateral engagements in Japan and Bali further contributed to the growing momentum in the relationship. Notably, the Young Professionals Scheme was launched following their meeting in Bali in 2022, enhancing mobility for youth between the two countries.

    In April 2022, then UK Prime Minister Boris Johnson visited India and held wide-ranging discussions with PM Modi. The visit saw the announcement of an ‘Open General Export Licence’ for Indian companies and the signing of MoUs in nuclear energy and global innovation, along with a joint statement on cyber cooperation.

    Earlier, in November 2021, Prime Minister Modi had visited the UK to attend the COP26 World Leaders’ Summit in Glasgow, where he and Prime Minister Boris Johnson jointly launched the One Sun, One World, One Grid (OSOWOG) initiative under the International Solar Alliance and the Infrastructure for Resilient Island States (IRIS) initiative under the Coalition for Disaster Resilient Infrastructure.

    Lok Sabha Speaker Om Birla visited the UK in January 2025 and held bilateral talks with the Speaker of the House of Commons, Lindsay Hoyle, underscoring the strong parliamentary ties between the two democracies.

  • MIL-OSI USA: Capito: The One Big Beautiful Bill is a Family Bill

    US Senate News:

    Source: United States Senator for West Virginia Shelley Moore Capito

    WASHINGTON, D.C. – The One Big Beautfil Bill, which was signed into law on July 4th, makes historic investments in the American family, expands access to childcare, and reaffirms Republicans’ commitment to protecting life at every age.

    “The One Big Beautiful Bill is a family bill through and through. By expanding the child tax credit, setting up savings accounts for newborns, and making it easier for employers to provide childcare, Republicans are delivering on our promise to strengthen and support American families. The childcare provisions in the OBBB are especially important for West Virginians because more than 25,000 children under the age of 6 need childcare and don’t have it. By putting more money back into West Virginians’ pockets and expanding access to childcare, more children and families will thrive,” Senator Capito said.

    West Virginia Wins: 

    • Enhances the Child and Dependent Care Tax Credit (CDCTC), a tax credit that helps working parents offset the cost of childcare.
    • Establishes workforce Pell, which will allow students across West Virginia to utilize the Pell Grant to obtain certificates and credentials through short-term programs, something Senator Capito has long advocated for.
    • Improves the Employer-Provided Child Care (45F), which supports businesses that want to help provide childcare for their employees.
    • Expands the Dependent Care Assistance Plans (DCAP), which are flexible spending accounts that allow for working parents to set aside pre-tax dollars to pay for childcare expenses.

    What Others Are Saying:

    “Efforts to improve and expand child care-related tax credits are a vital and long-overdue step forward for families and children,” said First Five Years Fund Executive Director Sarah Rittling. “The updated tax credits, including the Child and Dependent Care Tax Credit (CDCTC), are aimed at relieving some of the financial pressure child care costs put on families. Together, CDCTC, with the enhanced Employer-Provided Child Care Credit (45F), and Dependent Care Assistance Plan (DCAP) will help to address the affordability and accessibility of child care while ensuring that employers can be part of the solution. We commend Senator Capito for her leadership, and are grateful to lawmakers in both the House and Senate who championed this issue and helped to ensure it was part of the final reconciliation package.”

    MIL OSI USA News

  • MIL-OSI Australia: The wait is over – it’s time to lodge

    Source: New places to play in Gungahlin

    The Australian Taxation Office (ATO) is advising it is time to lodge, as most taxpayers with simple affairs will now have their information pre-filled into their accounts.

    Assistant Commissioner Rob Thomson said that the ATO had completed pre-fill of over 91 million pieces of information available for individual tax returns from employers, banks, government agencies and private health insurers.

    ‘You’ve been patiently waiting, but now you’re good to go! Whether you lodge using a registered tax agent or lodge yourself through myTax, pre-fill information will now be available,’ Mr Thomson said.

    Taxpayers should check the pre-filled data to ensure accuracy, add anything that may be missing and then include any deductions they are entitled to claim.

    ‘Don’t forget that you need to include all sources of income in your tax return. This includes side-hustles, linked income from providing ride sourcing services or selling services via an app.’

    ‘Remember, the ATO has 40 industry and occupation specific guides to assist you in what you can claim and what records are required to prove it,‘ Mr Thomson said.

    To help keep your personal information safe and protected, the ATO’s app now has powerful new safety features designed to give users real-time control over their tax affairs through alerts and instant account locking to help stop fraudsters in their tracks.

    ‘Fraudsters are getting smarter, but so are the protective features in the app. The ATO app will send you real-time messages when changes are made to your ATO record, and you can quickly lock your account to prevent unauthorised access or fraudulent refunds.‘

    ‘These features provide peace of mind knowing your account is protected and you remain in control of your tax affairs anytime, anywhere‘ Mr Thomson said.

    The ATO app and ATO online services through myGov also allow taxpayers to see the progress of their return once they or their registered tax agent have submitted it.

    ‘Most refunds are finalised within two weeks and this process cannot be sped up, even if you call us,’ Mr Thomson said.

    Taxpayers have until 31 October to lodge their tax return or to get on the books of a registered tax agent, which may allow them more time to lodge.

    Notes to journalists

    A high-resolution headshot of ATO Assistant Commissioner Rob ThomsonThis link will download a file is available for download from our media centre.

    ATO stock footage and images are available for use in news bulletins from our media centre.

    MIL OSI News

  • MIL-OSI: Five Star Bancorp Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    RANCHO CORDOVA, Calif., July 23, 2025 (GLOBE NEWSWIRE) — Five Star Bancorp (Nasdaq: FSBC) (“Five Star” or the “Company”), a holding company that operates through its wholly owned banking subsidiary, Five Star Bank (the “Bank”), today reported net income of $14.5 million for the three months ended June 30, 2025, as compared to $13.1 million for the three months ended March 31, 2025 and $10.8 million for the three months ended June 30, 2024.

    Second Quarter Highlights

    Performance and operating highlights for the Company for the periods noted below included the following:

        Three months ended  
    (in thousands, except per share and share data)   June 30,
    2025
          March 31,
    2025
          June 30,
    2024
     
    Return on average assets (“ROAA”)   1.37 %     1.30 %     1.23 %
    Return on average equity (“ROAE”)   14.17 %     13.28 %     11.72 %
    Pre-tax income $ 20,099     $ 18,391     $ 15,152  
    Pre-tax, pre-provision income(1) $ 22,599     $ 20,291     $ 17,152  
    Net income $ 14,508     $ 13,111     $ 10,782  
    Basic earnings per common share $ 0.68     $ 0.62     $ 0.51  
    Diluted earnings per common share $ 0.68     $ 0.62     $ 0.51  
    Weighted average basic common shares outstanding   21,225,831       21,209,881       21,039,798  
    Weighted average diluted common shares outstanding   21,269,265       21,253,588       21,058,085  
    Shares outstanding at end of period   21,360,991       21,329,235       21,319,583  
                           
    (1)See the section entitled “Non-GAAP Reconciliation (Unaudited)” for a reconciliation of this non-GAAP financial measure.
     

    James E. Beckwith, President and Chief Executive Officer, commented:

    “We are very pleased to report an exceptional quarter where the continuation of our organic growth strategy fueled new account openings and resulted in growth in loans and deposits. Total loans held for investment increased by $136.2 million, or 3.76% (15.04% when annualized), and total deposits increased by $158.3 million, or 4.24% (16.94% when annualized). Net interest margin increased by eight basis points to 3.53%, while our efficiency ratio decreased to 41.03% compared to 42.58% for the first quarter of 2025. Short-term borrowings remained at zero as of June 30, 2025 and December 31, 2024. This quarter, we declared another dividend to shareholders, which exemplifies our commitment to shareholder value.

    This success serves as a strong testimony to our people, technology, operating efficiencies, conservative underwriting practices, exceptional credit quality, and prudent approach to portfolio management, which we believe will continue to benefit our clients, employees, community, and shareholders. It is also attributable to our relationship-based banking approach, where clients receive high-tech and high-touch concierge business banking services.

    We look forward to bringing these services to the Walnut Creek market, where we expect to open an office in the third quarter of 2025. Since our expansion in the San Francisco Bay Area began in June 2023, the team has grown to 34 employees with $456.9 million in deposits as of June 30, 2025. We also look forward to the continued growth of business verticals, including Food, Agribusiness, and Diversified Industries where we believe clients will benefit from our global trade services and exceptional treasury management tools.

    As we look to the second half of 2025, we are humbled and proud of our team’s accomplishments. We also thank our employees for their outstanding commitment to ensuring Five Star Bank remains a safe, trusted, and steadfast banking partner.”

    Financial highlights as of and during the three months ended June 30, 2025 included the following:

    • The San Francisco Bay Area team increased from 31 to 34 employees and generated deposit balances totaling $456.9 million at June 30, 2025, an increase of $77.2 million from March 31, 2025.
    • The Company hired five new Business Development Officers, increasing from 35 at March 31, 2025 to 40 at June 30, 2025.
    • Cash and cash equivalents were $483.8 million, representing 12.42% of total deposits at June 30, 2025, as compared to 12.11% at March 31, 2025.
    • Total deposits increased by $158.3 million, or 4.24%, during the three months ended June 30, 2025, due to increases in non-wholesale deposits that exceeded decreases in wholesale deposits, which the Company defines as brokered deposits and California Time Deposit Program deposits. During the three months ended June 30, 2025, non-wholesale deposits increased by $191.6 million, or 6.29%, and wholesale deposits decreased by $33.4 million, or 4.84%.
    • The Company had no short-term borrowings at June 30, 2025 or March 31, 2025.
    • Consistent, disciplined management of expenses contributed to our efficiency ratio of 41.03% for the three months ended June 30, 2025, as compared to 42.58% for the three months ended March 31, 2025 and 44.07% for the three months ended June 30, 2024.
    • For the three months ended June 30, 2025, net interest margin was 3.53%, as compared to 3.45% for the three months ended March 31, 2025 and 3.39% for the three months ended June 30, 2024. The effective Federal Funds rate was 4.33% as of June 30, 2025, remaining constant from March 31, 2025 and decreasing from 5.33% at June 30, 2024.
    • Other comprehensive loss was $0.3 million during the three months ended June 30, 2025. Unrealized losses, net of tax effect, on available-for-sale securities were $12.0 million as of June 30, 2025. Total carrying value of held-to-maturity and available-for-sale securities represented 0.06% and 2.22% of total interest-earning assets, respectively, as of June 30, 2025.
    • The Company’s common equity Tier 1 capital ratio was 10.85% and 11.00% as of June 30, 2025 and March 31, 2025, respectively. The Bank continues to meet all requirements to be considered “well-capitalized” under applicable regulatory guidelines.
    • Loan and deposit growth in the three and twelve months ended June 30, 2025 was as follows:
    (in thousands) June 30,
    2025
      March 31,
    2025
      $ Change   % Change
    Loans held for investment $ 3,758,025     $ 3,621,819     $ 136,206       3.76 %
    Non-interest-bearing deposits   1,004,061       933,652       70,409       7.54 %
    Interest-bearing deposits   2,890,561       2,802,702       87,859       3.13 %
                   
    (in thousands) June 30,
    2025
      June 30,
    2024
      $ Change   % Change
    Loans held for investment $ 3,758,025     $ 3,266,291     $ 491,734       15.05 %
    Non-interest-bearing deposits   1,004,061       825,733       178,328       21.60 %
    Interest-bearing deposits   2,890,561       2,323,898       566,663       24.38 %
    • The ratio of nonperforming loans to loans held for investment at period end increased from 0.05% at March 31, 2025 to 0.06% at June 30, 2025. The increase was due to one commercial real estate loan being put on nonaccrual status during the quarter.
    • The Company’s Board of Directors declared on April 17, 2025, and the Company subsequently paid, a cash dividend of $0.20 per share during the three months ended June 30, 2025. The Company’s Board of Directors subsequently declared another cash dividend of $0.20 per share on July 17, 2025, which the Company expects to pay on August 11, 2025 to shareholders of record as of August 4, 2025.

    Summary Results

    Three months ended June 30, 2025, as compared to three months ended March 31, 2025

    The Company’s net income was $14.5 million for the three months ended June 30, 2025, as compared to $13.1 million for the three months ended March 31, 2025. Net interest income increased by $2.5 million during the three months ended June 30, 2025, as compared to the three months ended March 31, 2025, primarily due to an increase in interest income driven by loan growth and an improvement in the average yield on loans, partially offset by an increase in interest expense driven by deposit growth. The provision for credit losses increased by $0.6 million, with loan growth and increases in net charge-offs during the three months ended June 30, 2025 as the leading drivers. Non-interest income increased by $0.5 million, primarily due to an overall improvement in the estimated earnings related to investments in venture-backed funds during the three months ended June 30, 2025, as compared to the three months ended March 31, 2025. Non-interest expense increased by $0.7 million during the three months ended June 30, 2025, as compared to the three months ended March 31, 2025, primarily related to increases in business travel, conferences, training, and advertising and promotional expenses associated with expansion of the Bank’s business development teams, partially offset by an increase in deferred loan origination costs.

    Three months ended June 30, 2025, as compared to three months ended June 30, 2024

    The Company’s net income was $14.5 million for the three months ended June 30, 2025, as compared to $10.8 million for the three months ended June 30, 2024. Net interest income increased by $7.4 million during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, primarily due to an increase in interest income driven by loan growth and an improvement in the average yield on loans, partially offset by an increase in interest expense driven by deposit growth. The provision for credit losses increased by $0.5 million, with increases in net charge-offs during the three months ended June 30, 2025 as the leading driver. Non-interest income increased by $0.2 million, primarily due to an overall improvement in the estimated earnings related to investments in venture-backed funds, partially offset by a decrease in the volume of loans sold during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. Non-interest expense increased by $2.2 million during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, with an increase in salaries and employee benefits related to increased headcount as the leading driver.

    The following is a summary of the components of the Company’s operating results and performance ratios for the periods indicated:

        Three months ended        
    (in thousands, except per share data)   June 30,
    2025
      March 31,
    2025
      $ Change   % Change
    Selected operating data:                    
    Net interest income   $ 36,515     $ 33,977     $ 2,538       7.47 %
    Provision for credit losses     2,500       1,900       600       31.58 %
    Non-interest income     1,810       1,359       451       33.19 %
    Non-interest expense     15,726       15,045       681       4.53 %
    Pre-tax income     20,099       18,391       1,708       9.29 %
    Provision for income taxes     5,591       5,280       311       5.89 %
    Net income   $ 14,508     $ 13,111     $ 1,397       10.66 %
    Earnings per common share:                    
    Basic   $ 0.68     $ 0.62     $ 0.06       9.68 %
    Diluted   $ 0.68     $ 0.62     $ 0.06       9.68 %
    Performance and other financial ratios:                    
    ROAA     1.37 %     1.30 %            
    ROAE     14.17 %     13.28 %            
    Net interest margin     3.53 %     3.45 %            
    Cost of funds     2.53 %     2.56 %            
    Efficiency ratio     41.03 %     42.58 %            
                         
        Three months ended            
    (in thousands, except per share data)   June 30,
    2025
      June 30,
    2024
        $ Change     % Change
    Selected operating data:                    
    Net interest income   $ 36,515     $ 29,092     $ 7,423       25.52 %
    Provision for credit losses     2,500       2,000       500       25.00 %
    Non-interest income     1,810       1,573       237       15.07 %
    Non-interest expense     15,726       13,513       2,213       16.38 %
    Pre-tax income     20,099       15,152       4,947       32.65 %
    Provision for income taxes     5,591       4,370       1,221       27.94 %
    Net income   $ 14,508     $ 10,782     $ 3,726       34.56 %
    Earnings per common share:                    
    Basic   $ 0.68     $ 0.51     $ 0.17       33.33 %
    Diluted   $ 0.68     $ 0.51     $ 0.17       33.33 %
    Performance and other financial ratios:                    
    ROAA     1.37 %     1.23 %            
    ROAE     14.17 %     11.72 %        
    Net interest margin     3.53 %     3.39 %        
    Cost of funds     2.53 %     2.56 %        
    Efficiency ratio     41.03 %     44.07 %        
                             

    Balance Sheet Summary

    (in thousands)   June 30,
    2025
      March 31,
    2025
      $ Change   % Change  
    Selected financial condition data:                  
    Total assets   $ 4,413,473     $ 4,245,057     $ 168,416       3.97 %
    Cash and cash equivalents     483,810       452,571       31,239       6.90 %
    Total loans held for investment     3,758,025       3,621,819       136,206       3.76 %
    Total investments     97,575       99,696       (2,121 )     (2.13 )%
    Total liabilities     3,996,731       3,838,606       158,125       4.12 %
    Total deposits     3,894,622       3,736,354       158,268       4.24 %
    Subordinated notes, net     73,968       73,932       36       0.05 %
    Total shareholders’ equity     416,742       406,451       10,291       2.53 %
    • Insured and collateralized deposits were approximately $2.6 billion, representing 67.06% of total deposits as of June 30, 2025, as compared to 67.55% as of March 31, 2025. Net uninsured and uncollateralized deposits were approximately $1.3 billion as of June 30, 2025, increasing from $1.2 billion at March 31, 2025.
    • Non-wholesale deposit accounts constituted 83.14% of total deposits as of June 30, 2025, as compared to 81.53% at March 31, 2025. Deposit relationships of greater than $5 million represented 59.91% of total deposits, as compared to 60.87% as of March 31, 2025, and had an average age of approximately 8.34 years as of June 30, 2025, as compared to 8.80 years as of March 31, 2025.
    • Total deposits as of June 30, 2025 were $3.9 billion, an increase of $158.3 million, or 4.24%, from March 31, 2025 comprised of increases in both interest-bearing and non-interest-bearing deposits. The primary driver of interest-bearing deposit growth was new money market deposit accounts opened during the quarter, adding $87.4 million in new balances. Non-interest-bearing deposit growth was driven by new accounts opened during the quarter, adding $68.7 million in new balances.
    • Cash and cash equivalents as of June 30, 2025 were $483.8 million, representing 12.42% of total deposits at June 30, 2025, as compared to 12.11% as of March 31, 2025.
    • Total liquidity (consisting of cash and cash equivalents and unused and immediately available borrowing capacity as set forth below) was approximately $2.2 billion as of June 30, 2025, as compared to $2.0 billion at March 31, 2025.
        June 30, 2025
    (in thousands)   Line of Credit   Letters of Credit Issued   Borrowings   Available
    Federal Home Loan Bank of San Francisco (“FHLB”) advances   $ 1,290,446     $ 732,500     $     $ 557,946  
    Federal Reserve Discount Window     926,573                   926,573  
    Correspondent bank lines of credit     185,000                   185,000  
    Cash and cash equivalents                       483,810  
    Total   $ 2,402,019     $ 732,500     $     $ 2,153,329  
                     
    (in thousands)   June 30,
    2025
      December 31,
    2024
      $ Change   % Change
    Selected financial condition data:                
    Total assets   $ 4,413,473     $ 4,053,278     $ 360,195       8.89 %
    Cash and cash equivalents     483,810       352,343       131,467       37.31 %
    Total loans held for investment     3,758,025       3,532,686       225,339       6.38 %
    Total investments     97,575       100,914       (3,339 )     (3.31 )%
    Total liabilities     3,996,731       3,656,654       340,077       9.30 %
    Total deposits     3,894,622       3,557,994       336,628       9.46 %
    Subordinated notes, net     73,968       73,895       73       0.10 %
    Total shareholders’ equity     416,742       396,624       20,118       5.07 %
                                     

    The increase in total assets from December 31, 2024 to June 30, 2025 was primarily comprised of a $225.3 million increase in total loans held for investment and a $131.5 million increase in cash and cash equivalents. The $225.3 million increase in total loans held for investment between December 31, 2024 and June 30, 2025 was a result of $578.8 million in loan originations and advances, partially offset by $130.3 million and $223.1 million in loan payoffs and paydowns, respectively. The $225.3 million increase in total loans held for investment included $43.9 million in purchases of loans within the consumer concentration of the loan portfolio. The $131.5 million increase in cash and cash equivalents primarily resulted from net cash inflows related to financing and operating activities of $328.1 million and $28.1 million, respectively, partially offset by net cash outflows related to investing activities of $224.7 million.

    The increase in total liabilities from December 31, 2024 to June 30, 2025 was primarily due to an increase in interest-bearing deposits of $255.2 million. The increase in interest-bearing deposits was largely due to increases in money market and time deposits of $179.4 million and $101.9 million, respectively.

    The increase in total shareholders’ equity from December 31, 2024 to June 30, 2025 was primarily a result of net income recognized of $27.6 million and a $0.4 million increase in accumulated other comprehensive income, partially offset by $8.5 million in cash dividends paid during the period.

    Net Interest Income and Net Interest Margin

    The following is a summary of the components of net interest income for the periods indicated:

        Three months ended        
    (in thousands)   June 30,
    2025
      March 31,
    2025
      $ Change   % Change
    Interest and fee income   $ 60,580     $ 57,087     $ 3,493       6.12 %
    Interest expense     24,065       23,110       955       4.13 %
    Net interest income   $ 36,515     $ 33,977     $ 2,538       7.47 %
    Net interest margin     3.53 %     3.45 %        
                     
        Three months ended        
    (in thousands)   June 30,
    2025
      June 30,
    2024
      $ Change   % Change
    Interest and fee income   $ 60,580     $ 48,998     $ 11,582       23.64 %
    Interest expense     24,065       19,906       4,159       20.89 %
    Net interest income   $ 36,515     $ 29,092     $ 7,423       25.52 %
    Net interest margin     3.53 %     3.39 %        
                             

    The following table shows the components of net interest income and net interest margin for the quarterly periods indicated:

        Three months ended
        June 30, 2025   March 31, 2025   June 30, 2024
    (in thousands)   Average
    Balance
      Interest
    Income/
    Expense
      Yield/ Rate   Average
    Balance
      Interest
    Income/
    Expense
      Yield/ Rate   Average
    Balance
      Interest
    Income/
    Expense
      Yield/ Rate
    Assets                                    
    Interest-earning deposits in banks   $ 361,866     $ 3,987       4.42 %   $ 328,571     $ 3,575       4.41 %   $ 148,936     $ 1,986       5.36 %
    Investment securities     97,886       577       2.37 %     100,474       581       2.34 %     105,819       650       2.47 %
    Loans held for investment and sale     3,691,616       56,016       6.09 %     3,567,992       52,931       6.02 %     3,197,921       46,362       5.83 %
    Total interest-earning assets     4,151,368       60,580       5.85 %     3,997,037       57,087       5.79 %     3,452,676       48,998       5.71 %
    Interest receivable and other assets, net     101,632               93,543               84,554          
    Total assets   $ 4,253,000             $ 4,090,580             $ 3,537,230          
                                         
    Liabilities and shareholders’ equity                                    
    Interest-bearing transaction accounts   $ 283,369     $ 1,043       1.48 %   $ 303,822     $ 1,112       1.48 %   $ 291,470     $ 1,104       1.52 %
    Savings accounts     121,692       801       2.64 %     123,599       772       2.53 %     120,080       856       2.87 %
    Money market accounts     1,647,628       13,270       3.23 %     1,540,879       12,435       3.27 %     1,547,814       13,388       3.48 %
    Time accounts     726,295       7,790       4.30 %     706,528       7,629       4.38 %     272,887       3,369       4.96 %
    Subordinated notes and other borrowings     73,967       1,161       6.30 %     73,908       1,162       6.37 %     75,747       1,189       6.31 %
    Total interest-bearing liabilities     2,852,951       24,065       3.38 %     2,748,736       23,110       3.41 %     2,307,998       19,906       3.47 %
    Demand accounts     957,034               910,954               817,668          
    Interest payable and other liabilities     32,406               30,389               41,429          
    Shareholders’ equity     410,609               400,501               370,135          
    Total liabilities & shareholders’ equity   $ 4,253,000             $ 4,090,580             $ 3,537,230          
                                         
    Net interest spread             2.47 %             2.38 %             2.24 %
    Net interest income/margin       $ 36,515       3.53 %       $ 33,977       3.45 %       $ 29,092       3.39 %
                                                                 

    Net interest income during the three months ended June 30, 2025 increased $2.5 million, or 7.47%, to $36.5 million compared to $34.0 million during the three months ended March 31, 2025. Net interest margin totaled 3.53% for the three months ended June 30, 2025, an increase of eight basis points compared to the prior quarter. The increase in net interest income is primarily attributable to an additional $3.5 million in interest income, mainly due to a $123.6 million, or 3.46%, increase in the average balance of loans and a seven basis point improvement in the average yield on loans during the three months ended June 30, 2025 compared to the prior quarter. The increase in interest income was partially offset by an additional $1.0 million in interest expense, which was mainly driven by a $150.2 million, or 4.19%, increase in the average balance of deposits at an average rate of two basis points lower than the prior quarter.

    As compared to the three months ended June 30, 2024, net interest income increased $7.4 million, or 25.52%, to $36.5 million from $29.1 million. Net interest margin totaled 3.53% for the three months ended June 30, 2025, an increase of 14 basis points compared to the same quarter of the prior year. The increase in net interest income is primarily attributable to an additional $11.6 million in interest income, mainly due to a $493.7 million, or 15.44%, increase in the average balance of loans and a 26 basis point improvement in the average yield on loans during the three months ended June 30, 2025 compared to the same quarter of the prior year. The increase in interest income was partially offset by an additional $4.2 million in interest expense compared to the same quarter of the prior year. The increase in interest expense is mainly attributable to a $686.1 million, or 22.50%, increase in the average balance of deposits at an average rate of one basis point lower during the three months ended June 30, 2025 compared to the same quarter of the prior year.

    Loans by Type

    The following table provides loan balances, excluding deferred loan fees, by type as of the dates shown:

    (in thousands)   June 30, 2025   March 31, 2025
    Real estate:        
    Commercial   $ 3,066,627     $ 2,941,201  
    Commercial land and development     1,422       3,556  
    Commercial construction     112,399       113,002  
    Residential construction     5,479       5,747  
    Residential     33,132       34,053  
    Farmland     51,579       43,643  
    Commercial:        
    Secured     173,855       170,525  
    Unsecured     37,568       34,970  
    Consumer and other     278,215       277,093  
    Net deferred loan fees     (2,251 )     (1,971 )
    Total loans held for investment   $ 3,758,025     $ 3,621,819  
                     

    Interest-bearing Deposits

    The following table provides interest-bearing deposit balances by type as of the dates shown:

    (in thousands)   June 30, 2025   March 31, 2025
    Interest-bearing transaction accounts   $ 292,257     $ 295,633  
    Money market accounts     1,704,652       1,577,473  
    Savings accounts     121,567       128,210  
    Time accounts     772,085       801,386  
    Total interest-bearing deposits   $ 2,890,561     $ 2,802,702  
                     

    Asset Quality

    Allowance for Credit Losses

    At June 30, 2025, the Company’s allowance for credit losses was $40.2 million, as compared to $37.8 million at December 31, 2024. The $2.4 million increase in the allowance is due to a $4.6 million provision for credit losses recorded during the six months ended June 30, 2025, partially offset by net charge-offs of $2.2 million, primarily attributable to commercial and industrial loans, during the same period.

    The Company’s ratio of nonperforming loans to loans held for investment increased from 0.05% at December 31, 2024 to 0.06% at June 30, 2025. Loans designated as watch decreased from $123.4 million to $106.5 million between December 31, 2024 and June 30, 2025. Loans designated as substandard increased from $2.6 million to $4.2 million between December 31, 2024 and June 30, 2025. There were no loans with doubtful risk grades at June 30, 2025 or December 31, 2024.

    A summary of the allowance for credit losses by loan class is as follows:

        June 30, 2025   December 31, 2024
    (in thousands)   Amount   % of Total   Amount   % of Total
    Real estate:                
    Commercial   $ 27,792       69.19 %   $ 25,864       68.44 %
    Commercial land and development     33       0.08 %     78       0.21 %
    Commercial construction     2,575       6.41 %     2,268       6.00 %
    Residential construction     75       0.19 %     64       0.17 %
    Residential     334       0.83 %     270       0.71 %
    Farmland     723       1.80 %     607       1.61 %
          31,532       78.50 %     29,151       77.14 %
    Commercial:                
    Secured     5,623       14.00 %     5,866       15.52 %
    Unsecured     417       1.04 %     278       0.74 %
          6,040       15.04 %     6,144       16.26 %
    Consumer and other     2,595       6.46 %     2,496       6.60 %
    Total allowance for credit losses   $ 40,167       100.00 %   $ 37,791       100.00 %
                                     

    The ratio of allowance for credit losses to loans held for investment remained at 1.07% at June 30, 2025 and December 31, 2024.

    Non-interest Income

    The following table presents the key components of non-interest income for the periods indicated:

        Three months ended        
    (in thousands)   June 30,
    2025
      March 31,
    2025
      $ Change   % Change
    Service charges on deposit accounts   $ 196     $ 215     $ (19 )     (8.84 )%
    Gain on sale of loans     119       125       (6 )     (4.80 )%
    Loan-related fees     468       448       20       4.46 %
    FHLB stock dividends     325       331       (6 )     (1.81 )%
    Earnings on bank-owned life insurance     220       161       59       36.65 %
    Other income     482       79       403       510.13 %
    Total non-interest income   $ 1,810     $ 1,359     $ 451       33.19 %
                                     

    Other income. The increase resulted primarily from an overall improvement in the estimated earnings related to investments in venture-backed funds during the three months ended June 30, 2025 compared to the three months ended March 31, 2025.

    The following table presents the key components of non-interest income for the periods indicated:

        Three months ended      
    (in thousands)   June 30,
    2025
      June 30,
    2024
      $ Change   % Change
    Service charges on deposit accounts   $ 196     $ 189     $ 7       3.70 %
    Gain on sale of loans     119       449       (330 )     (73.50 )%
    Loan-related fees     468       370       98       26.49 %
    FHLB stock dividends     325       329       (4 )     (1.22 )%
    Earnings on bank-owned life insurance     220       158       62       39.24 %
    Other income     482       78       404       517.95 %
    Total non-interest income   $ 1,810     $ 1,573     $ 237       15.07 %
                                     

    Gain on sale of loans. The decrease related primarily to an overall decline in the volume of loans sold, partially offset by an improvement in the effective yield of loans sold. During the three months ended June 30, 2025, approximately $1.6 million of loans were sold with an effective yield of 7.60%, as compared to approximately $6.8 million of loans sold with an effective yield of 6.60% during the three months ended June 30, 2024.

    Other income. The increase related primarily to an overall improvement in the estimated earnings related to investments in venture-backed funds during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

    Non-interest Expense

    The following table presents the key components of non-interest expense for the periods indicated:

        Three months ended        
    (in thousands)   June 30,
    2025
      March 31,
    2025
      $ Change   % Change
    Salaries and employee benefits   $ 8,910     $ 9,134     $ (224 )     (2.45 )%
    Occupancy and equipment     657       637       20       3.14 %
    Data processing and software     1,508       1,457       51       3.50 %
    Federal Deposit Insurance Corporation (“FDIC”) insurance     470       455       15       3.30 %
    Professional services     918       913       5       0.55 %
    Advertising and promotional     865       522       343       65.71 %
    Loan-related expenses     423       319       104       32.60 %
    Other operating expenses     1,975       1,608       367       22.82 %
    Total non-interest expense   $ 15,726     $ 15,045     $ 681       4.53 %
                                     

    Salaries and employee benefits. The decrease related primarily to: (i) a $0.6 million increase in deferred loan origination costs due to greater loan originations, net of purchased consumer loans; and (ii) $0.1 million decrease in salaries, benefits, and bonus expense. The decrease was partially offset by a $0.5 million increase in commissions expense due to greater loan originations, net of purchased consumer loans, period-over-period.

    Advertising and promotional. The increase related primarily to additional expenses incurred to support the expansion of the Bank’s business development teams, including a $0.1 million increase related to business development expenses, a $0.1 million increase in expenses related to sponsored events and partnerships, and a $0.1 million increase in expenses related to donations.

    Loan-related expenses. The increase related primarily to a $0.1 million increase in expenses related to inspections to support the increase in loan originations and annual loan reviews.

    Other operating expenses. The increase was primarily due to a $0.2 million increase in business travel expenses and a $0.1 million increase in expenses related to conferences and trainings attended.

    The following table presents the key components of non-interest expense for the periods indicated:

        Three months ended        
    (in thousands)   June 30,
    2025
      June 30,
    2024
      $ Change   % Change
    Salaries and employee benefits   $ 8,910     $ 7,803     $ 1,107       14.19 %
    Occupancy and equipment     657       646       11       1.70 %
    Data processing and software     1,508       1,235       273       22.11 %
    FDIC insurance     470       390       80       20.51 %
    Professional services     918       767       151       19.69 %
    Advertising and promotional     865       615       250       40.65 %
    Loan-related expenses     423       297       126       42.42 %
    Other operating expenses     1,975       1,760       215       12.22 %
    Total non-interest expense   $ 15,726     $ 13,513     $ 2,213       16.38 %
                                     

    Salaries and employee benefits. The increase related primarily to: (i) a $1.2 million increase in salaries, benefits, and bonus expense, mainly related to a 16.58% increase in headcount between June 30, 2024 and June 30, 2025; and (ii) a $0.1 million increase in commissions paid. This increase was partially offset by a $0.2 million increase in deferred loan origination costs due to a greater number of loan originations, net of purchased consumer loans, period-over-period.

    Data processing and software. The increase was primarily due to: (i) increased usage of our digital banking platform; (ii) higher transaction volumes related to the increased number of loan and deposit accounts; and (iii) an increased number of licenses required for new users on our loan origination and documentation system.

    Professional services. The increase was primarily due to a $0.1 million increase in fees paid for compensation and business development consulting services.

    Advertising and promotional. The increase related primarily to additional expenses incurred to support the expansion of the Bank’s business development teams, including a $0.1 million increase in expenses related to sponsored events and partnerships and a $0.1 million increase related to business development expenses.

    Loan-related expenses. The increase related primarily to a $0.1 million increase in expenses related to inspections to support the increase in loan originations and annual loan reviews.

    Other operating expenses. The increase was primarily due to a $0.1 million increase in travel expense and a $0.1 million increase in expenses related to conferences, trainings, and professional association memberships.

    Provision for Income Taxes

    On July 4, 2025, the President signed H.R. 1, the “One Big Beautiful Bill Act,” into law. The legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing of domestic R&D expenditures, reinstatement of 100% bonus depreciation, and more favorable rules for determining the limitation on business interest expense. The Act also made certain changes to the deductibility of the cost of meals and charitable contributions that are effective for tax years beginning after Dec. 31, 2025. These changes were not reflected in the income tax provision for the period ended June 30, 2025, as enactment occurred after the balance sheet date. The Company is currently evaluating the impact on future periods.

    Three months ended June 30, 2025, as compared to three months ended March 31, 2025

    Provision for income taxes increased to $5.6 million for the three months ended June 30, 2025 from $5.3 million for the three months ended March 31, 2025, which was primarily due to an increase in taxable income recognized during the three months ended June 30, 2025. This increase was partially offset by a net $0.2 million reduction to the provision recorded during the three months ended June 30, 2025. This adjustment related to a tax law change for the state of California effective as of June 30, 2025, which requires a transition from a three-factor apportionment formula to a single-sales-factor formula for determining state income tax. As such, the Company recorded a net benefit of approximately $0.9 million relating to the current year provision, which was partially offset by a $0.7 million expense relating to the remeasuring of the deferred tax assets and liabilities as of June 30, 2025. The effective tax rates were 27.82% and 28.71% for the three months ended June 30, 2025 and March 31, 2025, respectively.

    Three months ended June 30, 2025, as compared to three months ended June 30, 2024

    Provision for income taxes increased by $1.2 million, or 27.94%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This increase was primarily driven by an increase in taxable income. This increase was partially offset by a net $0.2 million reduction to the provision recorded during the three months ended June 30, 2025. This adjustment related to a tax law change for the state of California effective as of June 30, 2025, which requires a transition from a three-factor apportionment formula to a single-sales-factor formula for determining state income tax. As such, the Company recorded a net benefit of approximately $0.9 million relating to the current year provision, which was partially offset by a $0.7 million expense relating to the remeasuring of the deferred tax assets and liabilities as of June 30, 2025. The effective tax rates were 27.82% and 28.84% for the three months ended June 30, 2025 and June 30, 2024, respectively.

    Webcast Details

    Five Star Bancorp will host a live webcast for analysts and investors on Thursday, July 24, 2025 at 1:00 PM ET (10:00 AM PT) to discuss its second quarter financial results. To view the live webcast, visit the “News & Events” section of the Company’s website under “Events” at https://investors.fivestarbank.com/news-events/events. The webcast will be archived on the Company’s website for a period of 90 days.

    About Five Star Bancorp

    Five Star is a bank holding company headquartered in Rancho Cordova, California. Five Star operates through its wholly owned banking subsidiary, Five Star Bank. The Bank has eight branches in Northern California.

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections, and statements of the Company’s beliefs concerning future events, business plans, objectives, expected operating results, and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan,” or words or phases of similar meaning. The Company cautions that the forward-looking statements are based largely on the Company’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the Company’s control. Such forward-looking statements are based on various assumptions (some of which may be beyond the Company’s control) and are subject to risks and uncertainties, which change over time, and other factors, which could cause actual results to differ materially from those currently anticipated. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. If one or more of the factors affecting the Company’s forward-looking information and statements proves incorrect, then the Company’s actual results, performance, or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this press release. Therefore, the Company cautions you not to place undue reliance on the Company’s forward-looking information and statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the three months ended March 31, 2025, in each case under the section entitled “Risk Factors,” and other documents filed by the Company with the Securities and Exchange Commission from time to time.

    The Company disclaims any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law.

    Condensed Financial Data (Unaudited)

        Three months ended
    (in thousands, except per share and share data)   June 30,
    2025
      March 31,
    2025
      June 30,
    2024
    Revenue and Expense Data            
    Interest and fee income   $ 60,580     $ 57,087     $ 48,998  
    Interest expense     24,065       23,110       19,906  
    Net interest income     36,515       33,977       29,092  
    Provision for credit losses     2,500       1,900       2,000  
    Net interest income after provision     34,015       32,077       27,092  
    Non-interest income:            
    Service charges on deposit accounts     196       215       189  
    Gain on sale of loans     119       125       449  
    Loan-related fees     468       448       370  
    FHLB stock dividends     325       331       329  
    Earnings on bank-owned life insurance     220       161       158  
    Other income     482       79       78  
    Total non-interest income     1,810       1,359       1,573  
    Non-interest expense:            
    Salaries and employee benefits     8,910       9,134       7,803  
    Occupancy and equipment     657       637       646  
    Data processing and software     1,508       1,457       1,235  
    FDIC insurance     470       455       390  
    Professional services     918       913       767  
    Advertising and promotional     865       522       615  
    Loan-related expenses     423       319       297  
    Other operating expenses     1,975       1,608       1,760  
    Total non-interest expense     15,726       15,045       13,513  
    Income before provision for income taxes     20,099       18,391       15,152  
    Provision for income taxes     5,591       5,280       4,370  
    Net income   $ 14,508     $ 13,111     $ 10,782  
                 
    Comprehensive Income            
    Net income   $ 14,508     $ 13,111     $ 10,782  
    Net unrealized holding gain on securities available-for-sale during the period     190       1,030       295  
    Less: Income tax expense related to other comprehensive (loss) income     502       305       87  
    Other comprehensive (loss) income     (312 )     725       208  
    Total comprehensive income   $ 14,196     $ 13,836     $ 10,990  
                 
    Share and Per Share Data            
    Earnings per common share:            
    Basic   $ 0.68     $ 0.62     $ 0.51  
    Diluted   $ 0.68     $ 0.62     $ 0.51  
    Book value per share   $ 19.51     $ 19.06     $ 17.85  
    Tangible book value per share(1)   $ 19.51     $ 19.06     $ 17.85  
    Weighted average basic common shares outstanding     21,225,831       21,209,881       21,039,798  
    Weighted average diluted common shares outstanding     21,269,265       21,253,588       21,058,085  
    Shares outstanding at end of period     21,360,991       21,329,235       21,319,583  
                 
    Selected Financial Ratios            
    ROAA     1.37 %     1.30 %     1.23 %
    ROAE     14.17 %     13.28 %     11.72 %
    Net interest margin     3.53 %     3.45 %     3.39 %
    Loan to deposit(2)     96.50 %     97.01 %     103.87 %
     
    (1) See the section entitled “Non-GAAP Reconciliation (Unaudited)” for a reconciliation of this non-GAAP financial measure.

    (2) Loan balance in loan to deposit ratio is total loans held for investment and sale at period end. Deposit balance in loan to deposit ratio is total deposits at period end.

     
    (in thousands)   June 30,
    2025
      March 31,
    2025
      June 30,
    2024
    Balance Sheet Data            
    Cash and due from financial institutions   $ 53,724     $ 42,473     $ 28,572  
    Interest-bearing deposits in banks     430,086       410,098       161,787  
    Time deposits in banks     849       4,024       4,097  
    Securities – available-for-sale, at fair value     94,990       97,111       103,204  
    Securities – held-to-maturity, at amortized cost     2,585       2,585       2,973  
    Loans held for sale     309       2,669       5,322  
    Loans held for investment     3,758,025       3,621,819       3,266,291  
    Allowance for credit losses     (40,167 )     (39,224 )     (35,406 )
    Loans held for investment, net of allowance for credit losses     3,717,858       3,582,595       3,230,885  
    FHLB stock     15,000       15,000       15,000  
    Operating leases, right-of-use asset     7,094       5,944       6,630  
    Premises and equipment, net     1,606       1,524       1,610  
    Bank-owned life insurance     23,466       23,246       19,030  
    Interest receivable and other assets     65,906       57,788       55,107  
    Total assets   $ 4,413,473     $ 4,245,057     $ 3,634,217  
                 
    Non-interest-bearing deposits   $ 1,004,061     $ 933,652     $ 825,733  
    Interest-bearing deposits     2,890,561       2,802,702       2,323,898  
    Total deposits     3,894,622       3,736,354       3,149,631  
    Subordinated notes, net     73,968       73,932       73,822  
    Other borrowings                  
    Operating lease liability     7,744       6,591       7,077  
    Interest payable and other liabilities     20,397       21,729       23,217  
    Total liabilities     3,996,731       3,838,606       3,253,747  
                 
    Common stock     303,155       302,788       301,968  
    Retained earnings     125,545       115,309       90,734  
    Accumulated other comprehensive loss, net of taxes     (11,958 )     (11,646 )     (12,232 )
    Total shareholders’ equity     416,742       406,451       380,470  
    Total liabilities and shareholders’ equity   $ 4,413,473     $ 4,245,057     $ 3,634,217  
                 
    Quarterly Average Balance Data            
    Average loans held for investment and sale   $ 3,691,616     $ 3,567,992     $ 3,197,921  
    Average interest-earning assets     4,151,368       3,997,037       3,452,676  
    Average total assets     4,253,000       4,090,580       3,537,230  
    Average deposits     3,736,018       3,585,782       3,049,919  
    Average total equity     410,609       400,501       370,135  
                 
    Credit Quality            
    Allowance for credit losses to nonperforming loans     1,763.26 %     2,222.32 %     1,882.30 %
    Nonperforming loans to loans held for investment     0.06 %     0.05 %     0.06 %
    Nonperforming assets to total assets     0.05 %     0.04 %     0.05 %
    Nonperforming loans plus performing loan modifications to loans held for investment     0.06 %     0.05 %     0.06 %
                 
    Capital Ratios            
    Total shareholders’ equity to total assets     9.44 %     9.57 %     10.47 %
    Tangible shareholders’ equity to tangible assets(1)     9.44 %     9.57 %     10.47 %
    Total capital (to risk-weighted assets)     13.72 %     13.97 %     14.38 %
    Tier 1 capital (to risk-weighted assets)     10.85 %     11.00 %     11.27 %
    Common equity Tier 1 capital (to risk-weighted assets)     10.85 %     11.00 %     11.27 %
    Tier 1 leverage ratio     10.03 %     10.17 %     11.05 %
     
    (1) See the section entitled “Non-GAAP Reconciliation (Unaudited)” for a reconciliation of this non-GAAP financial measure.
     

    Non-GAAP Reconciliation (Unaudited)

    The Company uses financial information in its analysis of the Company’s performance that is not in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company believes that these non-GAAP financial measures provide useful information to management and investors that is supplementary to the Company’s financial condition, results of operations, and cash flows computed in accordance with GAAP. However, the Company acknowledges that its non-GAAP financial measures have a number of limitations. As such, investors should not view these disclosures as a substitute for results determined in accordance with GAAP. Additionally, these non-GAAP measures are not necessarily comparable to non-GAAP financial measures that other banking companies use. Other banking companies may use names similar to those the Company uses for the non-GAAP financial measures the Company discloses, but may calculate them differently. Investors should understand how the Company and other companies each calculate their non-GAAP financial measures when making comparisons.

    Tangible shareholders’ equity to tangible assets is defined as total equity less goodwill and other intangible assets, divided by total assets less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholders’ equity to total assets. Management believes that tangible shareholders’ equity to tangible assets is a useful financial measure because it enables management, investors, and others to assess the Company’s financial health based on tangible capital. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible shareholders’ equity to tangible assets is the same as total shareholders’ equity to total assets at the end of each of the periods indicated.

    Tangible book value per share is defined as total shareholders’ equity less goodwill and other intangible assets, divided by the outstanding number of common shares at the end of the period. The most directly comparable GAAP financial measure is book value per share. Management believes that tangible book value per share is a useful financial measure because it enables management, investors, and others to assess the Company’s value and use of equity. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible book value per share is the same as book value per share at the end of each of the periods indicated.

    Pre-tax, pre-provision income is defined as pre-tax income plus provision for credit losses. The most directly comparable GAAP financial measure is pre-tax income. Management believes that pre-tax, pre-provision income is a useful financial measure because it enables management, investors, and others to assess the Company’s ability to generate operating profit and capital.

    The following reconciliation table provides a more detailed analysis of this non-GAAP financial measure:

        Three months ended
    (in thousands)   June 30,
    2025
      March 31,
    2025
      June 30,
    2024
    Pre-tax, pre-provision income            
    Pre-tax income   $ 20,099     $ 18,391     $ 15,152  
    Add: provision for credit losses     2,500       1,900       2,000  
    Pre-tax, pre-provision income   $ 22,599     $ 20,291     $ 17,152  

    Investor Contact:
    Heather C. Luck, Chief Financial Officer
    Five Star Bancorp
    (916) 626-5008
    hluck@fivestarbank.com

    Media Contact:
    Shelley R. Wetton, Chief Marketing Officer
    Five Star Bancorp
    (916) 284-7827
    swetton@fivestarbank.com

    The MIL Network

  • MIL-OSI: Subsea7 and Saipem announce signing of the Merger Agreement

    Source: GlobeNewswire (MIL-OSI)


    NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW 

    Transaction structure and terms confirmed in line with Memorandum of Understanding

    Creating a global leader in energy services

    Milan, Luxembourg, 24 July 2025 – Saipem and Subsea7 announce that they have entered into a binding merger agreement, on terms and conditions in line with what previously communicated at the time of the signing of the Memorandum of Understanding on 23 February 2025. The merger of Saipem and Subsea7 will create a global leader in energy services. 

    Highlights

    • The company resulting from the merger1 between Saipem and Subsea7 (the “Proposed Combination”) will be renamed Saipem7 (“Saipem7”), will have revenue of approx. €21 billion2, EBITDA in excess of €2 billion3, will generate more than €800 million of Free Cash Flow4 and will have a combined backlog of €43 billion5
    • The highly complementary geographical footprints, competencies and capabilities, vessel fleets and technologies will benefit Saipem7’s global portfolio of clients
    • The diversification of the geographical footprint of Saipem and Subsea7 is reflected in the combined backlog, with no single country contributing more than 15% of total6
    • On completion, Saipem and Subsea7 shareholders will own 50% each of the share capital of Saipem7
    • Subsea7 shareholders participating to the Proposed Combination will receive 6.688 new Saipem shares for each Subsea7 share held
    • Subsea7 will distribute an extraordinary dividend to its shareholders for an amount equal to €450 million immediately prior to completion of the Proposed Combination
    • Annual synergies expected to be approximately €300 million on a run-rate basis, which will lead to material value creation for the shareholders of Saipem7
    • Saipem7 will remain incorporated in Italy and headquartered in Milan, and will have its shares listed on both the Milan and Oslo stock exchanges
    • Siem Industries, reference shareholder of Subsea7, and Eni and CDP Equity, reference shareholders of Saipem, have committed to vote in favour of the Proposed Combination
    • Completion of the Proposed Combination anticipated to occur in the second half of 2026

    The management of both Saipem and Subsea7 confirm the compelling strategic rationale in creating a global leader in energy services, particularly considering the growing size of clients’ projects. The parties believe the Proposed Combination will enhance value for all shareholders and stakeholders, both in the current market and in the long term.

    Eni, CDP Equity and Siem Industries fully support the Proposed Combination and have signed a Shareholders’ Agreement confirming the undertaking to vote in favour of the Proposed Combination. As part of this, to ensure a balanced leadership and governance structure, Saipem7’s CEO will be designated by Eni and CDP Equity and Saipem7’s Chairman of the Board of Directors will be designated by Siem Industries.

    It is currently envisaged that, upon completion of the Proposed Combination, Mr Kristian Siem will be appointed as Chairman of the Board of Directors of Saipem77 and Mr Alessandro Puliti will be appointed as CEO of Saipem78. In addition, Mr Alessandro Puliti and Mr John Evans will be appointed respectively as the Chairman and CEO of the company that will manage the Offshore Engineering & Construction business of Saipem7. Such company will be named Subsea7, branded as “Subsea7, a Saipem7 Company”, and will comprise all of Subsea7’s businesses and Saipem’s Asset Based Services business (including Offshore Wind).

    The by-laws of Saipem7 are expected to provide for loyalty shares (double votes), which will be available, upon request, to all shareholders of Saipem7.

    Strategic rationale of the Proposed Combination

    The Proposed Combination will be beneficial to the clients of both Saipem and Subsea7, bringing together the respective strengths of both companies:

    • Global reach and comprehensive solutions for clients: global operations and projects in more than 60 countries and a highly complementary footprint between the two companies. A full spectrum of offshore and onshore services, from drilling, engineering and construction to life-of-field services and decommissioning, with an increased ability to optimise project scheduling for clients in oil, gas, carbon capture and renewable energy
    • Diversified and complementary fleet: an expanded and diversified fleet of more than 60 construction vessels enhancing Saipem7’s ability to undertake a wide range of projects, from shallow water to ultra-deepwater operations, utilising a full portfolio of heavy lift, high-end J-lay, S-lay and reel-lay rigid pipeline solutions, flexible pipe and umbilical lay services, as well as market-leading wind turbine, foundations and cable lay installation capabilities
    • World-class expertise and experience: a specialised, global workforce of approximately 44,000 people, including more than 9,000 engineers and project managers contributing to delivering solutions that unlock value for clients
    • Innovation and technology: the combined expertise to foster innovation in offshore technologies, ensuring cutting-edge solutions for complex projects 

    The transaction is expected to create significant shareholder value through:

    • Synergies: annual cost and capital expenditure synergies expected to be approximately €300 million from the third year after completion of the Proposed Combination, driven by fleet optimisation (utilisation and geographical positioning of vessels and equipment), procurement (longer charter periods for leased vessels and improved terms with suppliers), sales and marketing (tendering rationalisation), and process efficiencies
    • More efficient capital expenditure programme: optimised allocation of capital across a broader, complementary vessel fleet
    • Attractive shareholder remuneration policy: Saipem7 is expected to distribute annually to its shareholders at least 40% of its Free Cash Flow after repayment of lease liabilities
    • Enhanced capital structure: a solid balance sheet expected to support an investment grade credit rating
    • Greater scale in both equity and debt capital markets: access to a wider investor base and to more diversified sources of capital

     Transaction structure, ownership and terms

    • Saipem7 will be created through an EU cross-border statutory merger, carried out by way of absorption of Subsea7 into Saipem, with the latter to be renamed Saipem7
    • Saipem7 will remain incorporated in Italy and headquartered in Milan, and will have its shares listed on both the Milan and Oslo stock exchanges
    • Siem Industries (currently the largest shareholder of Subsea7) will own approximately 11.8% of Saipem7’s share capital, while Eni and CDP Equity (currently the largest shareholders of Saipem) will respectively own approximately 10.6% and 6.4% of Saipem7’s share capital
    • Subsea7 shareholders participating to the Proposed Combination will receive 6.688 new Saipem shares for each Subsea7 share held
    • Assuming all Subsea7 shareholders participate in the merger, the share capital of Saipem7 will be held 50-50% by the current shareholders of Saipem and Subsea7 on completion
    • Immediately prior to completion of the Proposed Combination, Subsea7 shareholders will receive an extraordinary cash dividend of €450 million9
    • Shareholders of Subsea7 who vote against the approval of the Proposed Combination at the Subsea7 Extraordinary General Meeting will have the right to dispose of their shares in Subsea7 for an adequate cash compensation under the conditions set out under Luxembourg company law.10 The formula that will be used to determine the cash compensation will be made available on Subsea7’s website and the amount of the cash compensation determined on the basis of such formula will be announced in advance of Subsea7’s Extraordinary General Meeting

     Key activities performed since the execution of the Memorandum of Understanding

    • Satisfactory confirmatory due diligence completed, and transaction terms finalised in line with those initially agreed at the time of the signing of the Memorandum of Understanding
    • Annual cost and capital expenditure synergies confirmed and expected to be equal to approximately €300 million from the third year after completion of the Proposed Combination
    • No material findings in the analysis of Saipem and Subsea7 business plans in terms of projects overlap, thus further underpinning the value creation deriving from the Proposed Combination
    • Completed the preliminary antitrust analysis with the support of specialised advisors. Currently in the process of submitting the relevant documentation for the consideration of the Proposed Combination to the applicable antitrust authorities
    • Confirmation of capital allocation framework, including shareholders’ remuneration policy and target of achieving and maintaining investment grade credit rating
    • Identified the key members of the management team of Saipem7 and Subsea7 following completion of the Proposed Combination
    • Agreement on the governance principles applicable to Saipem7 and Subsea7 following completion of the Proposed Combination

     Organisational structure of Saipem7

    • Saipem7 will be structured as four businesses: Offshore Engineering & Construction, Onshore Engineering & Construction, Sustainable Infrastructures and Drilling Offshore
    • The Offshore Engineering & Construction business will be contained within an operationally autonomous company, fully owned by Saipem7, named Subsea7, branded as “Subsea7, a Saipem7 Company”, and will comprise all Subsea7’s businesses and the Asset Based Services business of Saipem (including Offshore Wind). The company will represent approximately 84% of the combined group’s EBITDA for the last 12 months as of 31 December 2024
    • Subsea7 shall be incorporated in the UK and headquartered in London. After completion of the Proposed Combination, Subsea7 will be governed by a Board of Directors comprising seven members, including Mr Alessandro Puliti as Chairman, Mr John Evans as CEO, Mr Kristian Siem and other four independent directors

     Pre-completion distributions to shareholders

    • Each of Saipem and Subsea7 will distribute cash dividends of $350 million during the course of 2025, such dividends having already been approved by their respective shareholders’ meetings in May 2025 and having already been partially distributed
    • If the Proposed Combination is not completed before the approval of the full year 2025 results of Saipem and Subsea7 (expected in the second quarter of 2026 for both Saipem and Subsea7), each of Saipem and Subsea7 will (subject to their respective 2025 results meeting certain agreed financial targets) be entitled to distribute cash dividends to their respective shareholders of at least $300 million11,12, 13, to be paid in Q2 2026  
    • In connection with a permitted business divestment currently ongoing, Subsea7 will also distribute a cash dividend equal to €105 million14 to its shareholders prior to completion of the Proposed Combination

    Shareholders’ Agreement

    The Shareholders’ Agreement signed between Siem Industries, Eni and CDP Equity provides for, inter alia, an irrevocable undertaking to vote in favour of the Proposed Combination (subject to receipt of the required Italian government approval), a three-year shareholder lock-up and the submission of a joint slate for the appointment of the majority of the members of the board of directors of Saipem7.

    Timing, conditions precedent, approvals and other matters

    Completion of the Proposed Combination will be subject to customary conditions precedent for a transaction of this nature, including, inter alia, the approval of antitrust, other public and regulatory authorities’ (e.g. the required Italian Government approval), as well as approval by the shareholders of both Saipem and Subsea7 at their respective Extraordinary General Meetings. In the case of Saipem this will be subject to reaching also the so-called “whitewash majorities” for purposes of the mandatory takeover bid exemption15. Both Saipem’s and Subsea7’s Extraordinary General Meetings will take place on 25 September 2025.

    Completion is currently anticipated to occur in the second half of 2026.

    The completion of the Proposed Combination will result in a “Change of Control,” as defined in the terms and conditions of the convertible bond issued by Saipem and denominated “€500,000,000 Senior Unsecured Guaranteed Equity Linked Bonds due 2029”.

    Documentation

    In connection with the Proposed Combination, the following documents, among others, will be made available:

    • The notice of call of each of Saipem and Subsea7’s Extraordinary General Meetings
    • The common merger plan approved by the Boards of Directors of each of Saipem and Subsea7 (the “Common Merger Plan”), along with the consolidated financial statements of Saipem and Subsea7 for the last three financial years and the merger related interim financial statements of Saipem and Subsea7 as of 30 June 2025
    • The reports of the Board of Directors of each of Saipem and Subsea7 describing the Proposed Combination
    • The independent expert reports prepared for each of Saipem and Subsea7 in connection with the Proposed Combination

    These documents will be available at the companies’ registered seats and published on each party’s website. Where required under applicable laws and regulations, these documents will be disclosed also through the authorised storage mechanism (SDIR) for Saipem and through an officially appointed mechanism (OAM) for Subsea7.

    The Common Merger Plan will also be filed with the Companies’ Register of Milan Monza Brianza Lodi, and the Luxembourg Trade and Companies Register, and will also be published in the Recueil Electronique des Sociétés et Associations in Luxembourg (the Luxembourg legal gazette for company announcements) (RESA)16

    Advisors

    Goldman Sachs Bank Europe SE, Succursale Italia is acting as lead financial advisor to Saipem, and Deutsche Bank AG, Milan Branch as financial advisor to Saipem. Clifford Chance LLP is serving as global legal counsel to Saipem (including as to matters of Italian, English, US and Luxembourg Law), while Advokatfirmaet Thommessen AS is serving as legal counsel to Saipem as to matters of Norwegian law.

    Kirk Lovegrove & Company Limited is acting as lead financial advisor and Deloitte LLP is acting as financial advisor to Subsea7. Freshfields LLP is serving as global legal counsel to Subsea7 (including as to matters of Italian, US and English Law), while Elvinger Hoss Prussen société anonyme and Advokatfirmaet Wiersholm AS are serving as legal counsel to Subsea7 as to matters of Luxembourg and Norwegian law, respectively.

    Enquiries

    Saipem is a global leader in the engineering and construction of major projects for the energy and infrastructure sectors, both offshore and onshore. Saipem is “One Company” organized into business lines: Asset Based Services, Drilling, Energy Carriers, Offshore Wind, Sustainable Infrastructures, Robotics & Industrialised Solutions. The company has 5 fabrication yards and an offshore fleet of 17 owned construction vessels and 13 drilling rigs, of which 9 owned. Always oriented towards technological innovation, the company’s purpose is “Engineering for a sustainable future”. As such Saipem is committed to supporting its clients on the energy transition pathway towards Net Zero, with increasingly digital means, technologies and processes geared for environmental sustainability. Listed on the Milan Stock Exchange, it is present in more than 50 countries around the world and employs about 30,000 people of over 130 nationalities.

    Subsea7 is a global leader in the delivery of offshore projects and services for the energy industry. Subsea7 makes offshore energy transition possible through the continuous evolution of lower-carbon oil and gas and by enabling the growth of renewables and emerging energies.

    No Offer or Solicitation

    This document is not an offer of merger consideration shares in the United States. Neither the merger consideration shares nor any other securities have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and neither the merger considerations shares nor any other securities may be offered, sold or delivered within or into the United States, except pursuant to a registration statement filed pursuant to the Securities Act or an applicable exemption from registration or in a transaction otherwise not subject to the Securities Act. This document must not be forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States. This document does not constitute an offer of or an invitation by or on behalf of, Saipem or Subsea7, or any other person, to purchase any securities.

    Forward-looking Statements

    This document contains forward-looking information and statements about Saipem and Subsea7 and their combined business after completion of the proposed merger of Saipem and Subsea 7 (the “Proposed Combination“). Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance, Free Cash Flow, EBITDA, dividends, and credit ratings. Forward-looking statements are generally identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates” and similar expressions. Although the managements of Saipem and Subsea7 believe that the respective expectations reflected in such forward-looking statements are reasonable, investors and holders of Saipem and Subsea7 shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Saipem and Subsea7, respectively, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Except as required by applicable law, neither Saipem nor Subsea7 undertake any obligation to update any forward-looking information or statements.

    This document includes estimates relating to the synergies expected to arise from the merger and the combination of the business operations of Saipem and Subsea7, as well as related integration costs, which have been prepared by Saipem and Subsea7 and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the merger and the combination of the business operations of Saipem and Subsea7 on Saipem7’s business, financial condition and results of operations. The assumptions relating to the estimated synergies and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause the actual synergies from the merger and the combination of the business operations of Saipem and Subsea7, if any, and related integration costs to differ materially from the estimates in this document. Further, there can be no certainty that the merger will be completed in the manner and timeframe described in this document, or at all.

    Use of Non-IFRS Financial Measures

    This announcement includes certain non-IFRS financial measures with respect to Saipem and Subsea7, including EBITDA and Free Cash Flow. These unaudited non-IFRS financial measures should be considered in addition to, and not as a substitute for, measures of Saipem’s and Subsea7’s financial performance prepared in accordance with IFRS. In addition, these measures may be defined differently than similar terms used by other companies.

    Presentation of Financial Information

    This document includes financial data regarding Saipem and Subsea7 and the combination of Saipem and Subsea7.  Any Saipem7 financial data presented herein is presented for informational purposes only and is not intended to represent or be indicative of the actual consolidated results of operations or financial position of the combined entity and should not be taken as representative of the combined entity’s future consolidated results of operations or financial position had the Proposed Combination occurred as of such date. These estimates are based on financial information available at the time of the preparation of this document.

    1 Merger by way of absorption of Subsea7 into Saipem
    2 Combined Revenue for Saipem and Subsea7 as per last 12 months as of 31 December 2024
    3 Combined EBITDA for Saipem and Subsea7 as per last 12 months as of 31 December 2024
    4 Combined Free Cash Flow post repayment of lease liabilities for Saipem and Subsea7 as per last 12 months as of 31 December 2024
    5 Combined backlog for Saipem and Subsea7 as of 31 March 2025
    6 Combined backlog for Saipem and Subsea7 as of 31 March 2025
    7 Subject to approval by the Shareholders’ Meeting and the Board of Directors of Saipem7
    8 Subject to approval by the Shareholders’ Meeting and the Board of Directors of Saipem7
    9 Subject to approval by the Subsea7 Shareholders’ Meeting
    10 Such withdrawal right may only be exercised in respect of (a) Subsea7 shares registered in the securities account of the relevant shareholder with such shareholder’s financial intermediary on the date of publication of the Common Merger Plan on the Recueil Electronique des Sociétés et Associations – RESA (the Luxembourg legal gazette for company announcements) and (b) Subsea7 shares acquired after such date through inheritance or bequest.  Further details will be specified in the convening notice to the Subsea7 Extraordinary General Meeting
    11 Subject to approval by the Shareholders’ Meeting and the Board of Directors
    12 The dividend paid by Saipem will be qualified as ordinary in nature
    13 Saipem and Subsea7 will be entitled to distribute a reduced pro-rated amount should their respective financial results not meet the relevant financial targets, as detailed in the Common Merger Plan
    14 Subject to approval by the Subsea7 Shareholders’ Meeting
    15 Pursuant to Art. 49, paragraph 1, letter g) of Consob Regulation 11971/99
    16 Subsea7 intends to file the Common Merger Plan with the Registre de Commerce et des Sociétés, Luxembourg (the Luxembourg Trade and Companies Register) for publication on the RESA no later than the second Oslo Børs trading day after the date of this announcement

    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 the Norwegian Securities Trading Act. 
     This stock exchange release was published by Katherine Tonks, Investor Relations, Subsea7, on 24 July 2025 at 00:40 CET.

    Attachment

    The MIL Network

  • MIL-OSI USA: Tuberville Reintroduces Legislation to Bolster Alabama’s Ag Community

    US Senate News:

    Source: United States Senator Tommy Tuberville (Alabama)

    WASHINGTON – Today, U.S. Senator Tommy Tuberville (R-AL) reintroduced two pieces of legislation—the Farm Board Act and the Mid-South Oilseed Double Cropping Study Act—to improve opportunities and increase market access for Alabama’s agriculture community. More information about both bills can be found below.

    “Our farmers, foresters, and livestock producers shoulder an enormous burden of keeping America’s food secure,” said Senator Tuberville. “They need to be able to make a living off the land, and they need to have a FCIC Board of Directors that fully reflects their needs. I’m proud to reintroduce legislation that strengthens representation on the FCIC Board, and another piece of legislation that would help solidify a new revenue opportunity for our farmers while also addressing the growing need for renewable diesels and synthetic aviation fuels. As Alabama’s voice on the Senate Ag Committee, I’ll continue fighting to secure opportunities for our ag producers as they feed, fuel, and clothe our country.”

    “I commend Coach on each piece of legislation,” said Alabama Commissioner of Agriculture and Industries Rick Pate. “The Farm Board Act will ensure representation for production agriculture to the FCIC Board of Directors while the Mid-South Oil Seed Bill will help pave the way for another alternative crop for producers to consider growing based on the demand for renewable fuel. I look forward to Coach getting each bill to the finish line.”

    “We appreciate Coach’s continued support of Alabama farmers and his steadfast dedication to supporting innovation while managing risk by increasing availability and oversight of crop insurance programs,” said Alabama Farmers Federation President Jimmy Parnell. “With more offerings than ever for livestock producers, it is important these farmers have representation on the FCIC Board.  Additionally, as farmers are looking at alternative crops to supplement their income, the Mid-South Oilseed Double Cropping Study Act will help to make sure they have the appropriate risk management tools available.”

    ABOUT THE FARM BOARD ACT:

    The Farm Board Act would require the Federal Crop Insurance Corporation (FCIC) Board of Directors to designate one of the four producers on the ten-member board as an individual that produces both livestock and crops. The FCIC is a government owned corporation that finances the Federal Crop Insurance Program’s (FCIP) operations. Making this addition would improve perspective and decisions regarding the newer livestock related crop insurance products that benefit all areas of Alabama’s agriculture industry.  The designated producer seat would not start immediately, but when Board members begin to cycle off on May 1, 2027.

    American Farm Bureau Federation (AFBF), Alabama Farmers Federation (ALFA), Alabama Department of Ag & Industries, and the Alabama Cattlemen’s Association are all supportive of Senator Tuberville’s legislation. More information about the Farm Board Act can be found here.

    ABOUT THE MID-SOUTH OILSEED DOUBLE CROPPING STUDY ACT:

    This bill requests a study from the USDA Risk Management Agency (RMA) on winter oilseed crops, canola, and rapeseed (which is a type of canola) for the Mid-South region—Alabama, Tennessee, and Kentucky. Alabama producers are starting to grow canola as a second crop—following soybeans—and the crop can be used to produce Synthetic Aviation Fuel (SAF), which creates an additional market for our producers. This also enables Alabama farmers to expand revenue opportunities during the winter months and helps reduce nutrient losses in the soil. For farmers to take advantage of opportunities in renewable diesel and SAF, they need the assurance that crop insurance—such as Catastrophic Risk Protection, Yield Protection, Revenue Protection, or Revenue Protection with Harvest Price Exclusion—will be eligible in their counties for these crops and practices. To address crop insurance gaps that may exist, RMA and FCIC need to gather data on the feasibility of producing winter oilseed as a double and rotational crop in the Mid-South region. 

    The diversification of our energy markets by adding new, cost-effective, and sustainable options is necessary. Renewable domestic diesel capacity is slated for aggressive growth with the potential to double by 2030. Additionally, the 106-billion-gallon global commercial jet fuel market is projected to grow to over 230 billion gallons by 2050. The end goal is to get a study now, then down the road have double cropped canola and rapeseed be covered by crop insurance. 

    U.S. Canola Association, National Oilseed Processors Association (NOPA), Alabama Farmers Federation (ALFA), and the Alabama Department of Ag & Industries are all supportive of Senator Tuberville’s legislation. More information about the Mid-South Oilseed Double Cropping Study Act can be found here.

    Senator Tommy Tuberville represents Alabama in the United States Senate and is a member of the Senate Armed Services, Agriculture, Veterans’ Affairs, HELP and Aging Committees.

    MIL OSI USA News

  • MIL-OSI USA: Senators Scott, Crapo, Colleagues Reintroduce Legislation to Improve IRS Accountability

    US Senate News:

    Source: United States Senator for South Carolina Tim Scott

    U.S. Senator Tim Scott (R-S.C.), Senate Finance Committee Chairman Mike Crapo (R-Idaho), and their Republican colleagues, reintroduced the IRS Accountability and Taxpayer Protection Act to modify rules for imposing tax penalties on Americans. This bill would require a supervisor or higher-level official to approve or deny penalties during the pre-assessment process. Establishing a supervisor sign-off requirement will improve transparency and accountability at the IRS to make sure that taxpayers are not given improper or automated penalties.

    “IRS agents should seek proper approval before issuing penalties to American taxpayers,” said Sen. Scott. “I’m reintroducing the IRS Accountability and Taxpayer Protection Act to implement reforms that put the taxpayer first and supports good governance. This bill ensures no penalty can be imposed without written approval from a supervisor, bringing greater transparency and accountability to the process. American taxpayers deserve a fair system that protects their rights—not one that punishes them without oversight.”

    “Senator Scott deserves the gratitude of millions of Americans for reintroducing legislation to strengthen this vital taxpayer safeguard against unauthorized penalties. Congress affirmed the IRS’s penalty authority must be balanced with the rights of taxpayers in the bipartisan IRS Restructuring and Reform Act of 1998. That provision has come under attack in recent years, endangering the hard-won protections that Americans depend upon in legitimate disputes with the IRS. The IRS Accountability and Taxpayer Protection Act gives hope to taxpayers who follow the rules that the IRS will do the same. We are proud to support Senator Scott’s bill. Lawmakers in both parties should do so too,” said Pete Sepp, president of the National Taxpayers Union.

    “Democrats super-sized the IRS to ramp up audits on small businesses and households. They attempted to strip away section 6751(b) of the tax code, a provision that prevents IRS agents from supervisor shopping for a rubber stamp to shake down taxpayers. Scott’s bill ensures the IRS can’t intimidate taxpayers into settling by threatening unjust penalties. Taxpayers need more protection from the IRS, not less. Every lawmaker should support Sen. Scott’s bill and I applaud his leadership,” said Grover Norquist, president of Americans for Tax Reform.

    In addition to U.S. Senators Scott and Crapo, the IRS Accountability and Taxpayer Protection Act is cosponsored by Senators Cynthia Lummis (R-Wyo.), Thom Tillis (R-N.C.), Chuck Grassley (R-Iowa), and Jim Risch (R-Idaho).

    Full text of the IRS Accountability and Taxpayer Protection Act can be found here.

    MIL OSI USA News

  • MIL-OSI USA: The One Big Beautiful Bill Drives Business Growth

    US Senate News:

    Source: United States Senator for Idaho Mike Crapo

    Washington, D.C.–The One Big Beautiful Bill Act drives economic growth by making key business provisions permanent, giving businesses the certainty they need to invest, hire and grow.
    “Permanent tax policy provides businesses with the certainty they need to invest, save and plan for the future, which will power economic growth and ignite the U.S. economy,” said Finance Committee Chairman Mike Crapo (R-Idaho).
    Key wins:
    Full expensing for domestic R&D to encourage domestic innovation.
    Full expensing for new capital investments, like machinery and equipment, to boost domestic production.
    Restores interest deductibility to a globally competitive standard to help finance critical domestic investments.
    What they are saying:
    “The Chamber thanks Leader Thune, Chairman Crapo, and all who are working to make the pro-growth reforms of the 2017 Tax Cuts and Jobs Act permanent, including the deduction for domestic R&D expenditures, 100% bonus depreciation for certain business investments, and an expanded business interest limitation. The Chamber applauds the Senate for voting to make these provisions permanent features of the tax code.” – U.S. Chamber of Commerce
    “[This bill sends] a swift, decisive signal that America will remain a premier destination for businesses to invest, hire and grow.” – Business Roundtable
    “I applaud Chairman Mike Crapo, Leader John Thune and their Senate colleagues for advancing international tax policies that keep the U.S. the top destination for global investment. These provisions will help sustain American jobs, drive innovation, and reinforce a stable tax environment that attracts cross-border capital and world-class know-how.” – Global Business Alliance President and CEO Jonathan Samford
     

    MIL OSI USA News

  • MIL-OSI: CVB Financial Corp. Reports Earnings for the Second Quarter 2025

    Source: GlobeNewswire (MIL-OSI)

    Second Quarter 2025

    • Net Earnings of $50.6 million, or $0.36 per share
    • Return on Average Assets of 1.34%
    • Efficiency Ratio of 45.6%
    • Net Interest Margin of 3.31%

    Ontario, CA, July 23, 2025 (GLOBE NEWSWIRE) — CVB Financial Corp. (NASDAQ:CVBF) and its subsidiary, Citizens Business Bank (the “Company”), announced earnings for the quarter ended June 30, 2025.

    CVB Financial Corp. reported net income of $50.6 million for the quarter ended June 30, 2025, compared with $51.1 million for the first quarter of 2025 and $50.0 million for the second quarter of 2024. Diluted earnings per share were $0.36 for the second quarter, compared to $0.36 for the prior quarter and $0.36 for the same period last year.

    For the second quarter of 2025, annualized return on average equity (“ROAE”) was 9.06%, annualized return on average tangible common equity (“ROATCE”) was 14.08%, and annualized return on average assets (“ROAA”) was 1.34%.

    David Brager, President and Chief Executive Officer of Citizens Business Bank, commented, “Citizens Business Bank’s performance in the second quarter demonstrates our continued financial strength and focus on our vision of serving the comprehensive financial needs of small to medium sized businesses and their owners. Our consistent financial performance is highlighted by our 193 consecutive quarters, or more than 48 years, of profitability, and our 143 consecutive quarters of paying cash dividends. I would like to thank our customers and associates for their continuing commitment and loyalty.”

    Additional Highlights for the Second Quarter of 2025

    • Pre-provision / pretax income increased from $67.5 million in the first quarter of 2025 to $68.8 million
    • Cost of funds decreased to 1.03% from 1.04% in the first quarter of 2025
    • Deposits and customer repos grew by $123 million from the end of the first quarter of 2025
    • Loans decreased by $5 million from the end of the first quarter 2025
    • TCE Ratio of 10.0% & CET1 Ratio of 16.5%

    INCOME STATEMENT HIGHLIGHTS

      Three Months Ended     Six Months Ended  
      June 30,
    2025
        March 31,
    2025
        June 30,
    2024
        June 30,
    2025
        June 30,
    2024
     
      (Dollars in thousands, except per share amounts)  
    Net interest income $ 111,608     $ 110,444     $ 110,849     $ 222,052     $ 223,310  
    Recapture of (provision for) credit losses         2,000             2,000        
    Noninterest income   14,744       16,229       14,424       30,973       28,537  
    Noninterest expense   (57,557 )     (59,144 )     (56,497 )     (116,701 )     (116,268 )
    Income taxes   (18,231 )     (18,425 )     (18,741 )     (36,656 )     (36,945 )
    Net earnings $ 50,564     $ 51,104     $ 50,035     $ 101,668     $ 98,634  
    Earnings per common share:                            
    Basic $ 0.36     $ 0.37     $ 0.36     $ 0.72     $ 0.71  
    Diluted $ 0.36     $ 0.36     $ 0.36     $ 0.72     $ 0.71  
                                 
    NIM   3.31 %     3.31 %     3.05 %     3.31 %     3.07 %
    ROAA   1.34 %     1.37 %     1.24 %     1.35 %     1.22 %
    ROAE   9.06 %     9.31 %     9.57 %     9.18 %     9.44 %
    ROATCE   14.08 %     14.51 %     15.51 %     14.29 %     15.32 %
    Efficiency ratio   45.55 %     46.69 %     45.10 %     46.12 %     46.17 %
     

    Net Interest Income
    Net interest income was $111.6 million for the second quarter of 2025, representing a $1.2 million, or 1.1%, increase from the first quarter of 2025, and a $0.8 million, or 0.7%, increase from the second quarter of 2024. Interest income increased by $1.2 million, or 0.84%, from the first quarter, while interest expense remained the same at $32.6 million in the second quarter of 2025.

    The increase in net interest income of $0.8 million, or 0.7%, compared to the second quarter of 2024 was the net result of a $15.6 million decline in interest expense, that exceeded the $14.9 million decline in interest income. The decrease in interest expense was the result of a $1.19 billion decrease in average interest-bearing liabilities compared to the second quarter of 2024. The decline in interest-bearing liabilities was driven by a decrease in borrowings that resulted from the early redemptions of Bank Term Funding Program (“BTFP”) advances in the third quarter of 2024. The decrease in interest income was the result of a $1.11 billion decrease in average interest-earning assets, that coincided with the Company’s deleveraging strategy in the second half of 2024 resulting in the Company’s borrowings declining by $1.34 billion.

    Net Interest Margin
    Our tax equivalent net interest margin was 3.31% for the second quarter of 2025, compared to 3.31% for the first quarter of 2025 and 3.05% for the second quarter of 2024. The yield on our interest-earning assets for the second quarter of 2025 remained unchanged, at 4.28%, compared to the prior quarter, while our cost of funds decreased slightly to 1.03% for the second quarter of 2025, from 1.04% in the prior quarter. Loan yields remained unchanged for the second quarter of 2025 at 5.22%. The slight decrease in our cost of funds was primarily due to a two-basis point decrease in our cost of deposits, from .86% to .84%. The decrease in cost of deposits was partially offset by an increase in the average balance and cost of customer repurchase agreements. For the second quarter of 2025 average customer repurchase agreements were $376.6 million at a cost of 1.66%, compared to $317.3 million and 1.24% for the prior quarter.

    Net interest margin for the second quarter of 2025 increased by 26-basis points compared to the second quarter of 2024, primarily as a result of 35-basis point decrease in cost of funds, to 1.03% for the second quarter of 2025, from 1.38% in the same quarter of last year. The decrease in cost of funds was primarily due to a $1.34 billion decline in average borrowings, which had an average cost of 4.79% in the second quarter of 2024. For the second quarter of 2025, the Company had average deposits and customer repurchase agreements of $12.18 billion, at an average cost of 0.87%, and average borrowings of $508.2 million, at an average cost of 4.61%, compared to the second quarter of 2024 in which borrowings averaged $1.85 billion, at an average cost of 4.79%, and average deposits and customer repurchase agreements of $12.17 billion had an average cost of 0.87%. The decrease in cost of funds, exceeded the modest decrease in interest earning asset yields from 4.37% for the second quarter of 2024 to 4.28% in the second quarter of 2025. The decrease in earning asset yields was impacted by a decrease in loan yields from 5.26% for the second quarter of 2024 to 5.22% for the second quarter of 2025, and a decrease in investment securities yields to 2.62% in the second quarter of 2025, from 2.71% for the second quarter of 2024. The decrease in investment yields was primarily the result of a $2.8 million decrease in the positive interest spread on pay-fixed swaps.

    Earning Assets and Deposits
    Average earning assets increased by $1.7 million compared to the first quarter of 2025 and declined by $1.12 billion when compared to the second quarter of 2024. The average balance in funds held at the Federal Reserve increased by $170.5 million in the second quarter of 2025 compared to the first quarter of 2025, while average loans decreased by $112.6 million and average investment securities decreased by $61.3 for the same period. Compared to the second quarter of 2024, the decrease in average earning assets was due to decreases of $376.7 million in average loans, $359.5 million in average investment securities, and $372.1 million in funds held at the Federal Reserve. The average balance on noninterest-bearing deposits increased by $45.3 million, or 0.65%, from the first quarter of 2025 and the average balance on interest-bearing deposits and customer repurchase agreements decreased by $51.2 million from the same period. Compared to the second quarter of 2024, the average balance on total deposits and customer repurchase agreements increased by $14.9 million, or 0.12%. On average, noninterest-bearing deposits were 60.47% of total deposits during the most recent quarter, compared to 59.92% for the first quarter of 2025 and 60.13% for the second quarter of 2024.

    SELECTED FINANCIAL HIGHLIGHTS Three Months Ended    
      June 30, 2025       March 31, 2025       June 30, 2024    
      (Dollars in thousands)  
    Yield on average investment securities (TE) 2.62%       2.63%       2.71%    
    Yield on average loans 5.22%       5.22%       5.26%    
    Yield on average earning assets (TE) 4.28%       4.28%       4.37%    
    Cost of deposits 0.84%       0.86%       0.88%    
    Cost of funds 1.03%       1.04%       1.38%    
    Net interest margin (TE) 3.31%       3.31%       3.05%    
                                             
    Average Earning Asset Mix Avg     % of Total       Avg     % of Total       Avg     % of Total    
    Total investment securities $ 4,847,415       35.75 %     $ 4,908,718       36.21 %     $ 5,206,959       35.49 %  
    Interest-earning deposits with other institutions   337,929       2.49 %       162,389       1.20 %       716,916       4.89 %  
    Loans   8,354,898       61.63 %       8,467,465       62.46 %       8,731,587       59.51 %  
    Total interest-earning assets   13,558,254               13,556,584               14,673,474          
                                                   

    Provision for Credit Losses
    There was no provision for credit losses in the second quarter of 2025, compared to a $2.0 million recapture of provision for credit losses in the first quarter of 2025 and no provision in the second quarter of 2024. Net charge-offs for the second quarter of 2025 were $249,000 compared to net recoveries of $130,000 in the prior quarter. Allowance for credit losses represented 0.93% of gross loans at June 30, 2025 compared to 0.94% at March 31, 2025.

    Noninterest Income
    Noninterest income was $14.7 million for the second quarter of 2025, compared with $16.2 million for the first quarter of 2025 and $14.4 million for the second quarter of 2024. Noninterest income decreased in the second quarter of 2025 compared to the first quarter primarily due to a $2.2 million gain recognized during the first quarter of 2025 on the sale of four OREO properties. Excluding gains, noninterest income grew by approximately $700,000, including a $397,000 increase of income from Bank Owned Life Insurance (“BOLI”). BOLI income also increased in the second quarter of 2025 compared to the second quarter of 2024 by $285,000. Compared to the first quarter of 2025, Trust and investment services income grew by $304,000, or 8.9%, while growing by $287,000, or 8.4% over the second quarter of 2024.

    Noninterest Expense
    Noninterest expense for the second quarter of 2025 was $57.6 million, compared to $59.1 million for the first quarter of 2025 and $56.5 million for the second quarter of 2024. Noninterest expense decreased in the second quarter of 2025 compared to the first quarter of 2025 primarily due to a $500,000 provision for unfunded loan commitments in the first quarter of 2025 and a $1.5 million decrease in salaries and benefits. The decrease in staff expense was primarily due to higher payroll taxes in the first quarter, resulting in a $1.2 million decrease in the second quarter of 2025.

    The year-over-year increase in noninterest expense of $1.1 million, includes the impact of a $500,000 expense reduction in the second quarter of 2024 related to a decrease in reserves for unfunded loan commitments and a $603,000 increase in regulatory assessment expenses. The increase in regulatory assessment expenses in the second quarter of 2025 was due to a $700,000 reduction of an FDIC special assessment accrual in the second quarter of 2024. As a percentage of average assets, noninterest expense was 1.52% for the second quarter of 2025, compared to 1.58% for the first quarter of 2025 and 1.40% for the second quarter of 2024. The efficiency ratio for the second quarter of 2025 was 45.6%, compared to 46.7% for the first quarter of 2025 and 45.1% for the second quarter of 2024.

    Income Taxes
    Our effective tax rate for the quarter ended June 30, 2025 was 26.50%, compared with 26.50% for the first quarter of 2025, and 27.25% for the same period of 2024. Our estimated annual effective tax rate can vary depending upon the level of tax-advantaged income from municipal securities and BOLI, as well as available tax credits.

    BALANCE SHEET HIGHLIGHTS

    Assets
    The Company reported total assets of $15.41 billion at June 30, 2025. This represented an increase of $157.5 million, or 1.03%, from total assets of $15.26 billion at March 31, 2025. The increase in assets included a $202.5 million increase in interest-earning balances due from the Federal Reserve, offset by a $80.7 million decrease in investment securities, and a $5.1 million decrease in total loans.

    Total assets increased by $260.5 million, or 1.72%, from total assets of $15.15 billion at December 31, 2024. The increase in assets included a $492.8 million increase in interest-earning balances due from the Federal Reserve, offset by a $108.2 million decrease in investment securities, and a $175.8 million decrease in net loans.

    Total assets at June 30, 2025 decreased by $737.4 million, or 4.57%, from total assets of $16.15 billion at June 30, 2024. The decrease in assets was primarily due to a decrease of $362.1 million in investment securities, a decrease of $318.6 million in net loans and a $126.2 million decrease in interest-earning balances due from the Federal Reserve.

    Investment Securities
    Total investment securities were $4.81 billion at June 30, 2025, a decrease of $80.7 million, or 1.65% from the prior quarter end, a decrease of $108.2 million, or 2.20% from $4.92 billion at December 31, 2024, and a decrease of $362.1 million, or 7.00%, from $5.18 billion at June 30, 2024.

    At June 30, 2025, investment securities held-to-maturity (“HTM”) totaled $2.33 billion, a decrease of $31.9 million, or 1.35% from prior quarter end, a decrease of $52.4 million, or 2.20% from December 31, 2024, and a decrease of $102.7 million, or 4.22%, from June 30, 2024.

    At June 30, 2025, investment securities available-for-sale (“AFS”) totaled $2.49 billion, inclusive of a pre-tax net unrealized loss of $363.7 million. AFS securities decreased by $48.8 million, or 1.92% from the prior quarter end, decreased by $55.8 million, or 2.20% from December 31, 2024, and decreased by $259.5 million, or 9.45%, from $2.75 billion at June 30, 2024. The pre-tax unrealized loss decreased by $24.7 million from the end of the prior quarter, while decreasing $84 million from December 31, 2024 and decreasing by $124.2 million from June 30, 2024.

    Loans
    Total loans and leases, at amortized cost, of $8.36 billion at June 30, 2025 decreased by $5.1 million, or 0.06%, from March 31, 2025. The quarter-over quarter decrease in loans included decreases of $29.9 million in commercial and industrial loans, and $18.1 million in dairy and livestock loans, partially offset by increases of $26.8 million in commercial real estate loans and $18.9 million in single-family residential (“SFR”) mortgage loans.

    Total loans and leases, at amortized cost, decreased by $177.9 million, or 2.08%, from December 31, 2024. The decrease includes decreases of $186.0 million in dairy and livestock loans and $12.8 million in commercial and industrial loans, offset by increases of $19.3 million in SFR mortgage loans and $10.0 million in commercial real estate loans.

    Total loans and leases, at amortized cost, decreased by $323.3 million, or 3.72%, from June 30, 2024. The decrease included decreases of $147.5 million in commercial real estate loans, $116.8 million in dairy & livestock loans and agribusiness loans, $43.8 million in commercial and industrial loans, and $34.6 million in construction loans, offset by an increase of $20.8 million in SFR mortgage loans.

    Asset Quality
    During the second quarter of 2025, we experienced credit charge-offs of $429,000 and total recoveries of $180,000, resulting in net charge-offs of $249,000. The allowance for credit losses (“ACL”) totaled $78.0 million at June 30, 2025, compared to $78.3 million at March 31, 2025 and $82.8 million at June 30, 2024. At June 30, 2025, ACL as a percentage of total loans and leases outstanding was 0.93%. This compares to 0.94% at March 31, 2025 and December 31, 2024 and 0.95% at June 30, 2024.

    Nonperforming loans, defined as nonaccrual loans, including modified loans on nonaccrual, plus loans 90 days past due and accruing interest, and nonperforming assets, defined as nonperforming plus OREO, are highlighted below.

    Nonperforming Assets and Delinquency Trends   June 30,     March 31,     June 30,    
        2025     2025     2024    
    Nonperforming loans   (Dollars in thousands)
    Commercial real estate   $ 24,379     $ 24,379     $ 21,908    
    SBA     1,265       1,024       337    
    Commercial and industrial     265       173       2,712    
    Dairy & livestock and agribusiness     60       60          
    Total   $ 25,969     $ 25,636     $ 24,957    
    % of Total loans     0.31 %     0.31 %     0.29 %  
                               
    OREO                    
    Commercial real estate   $ 661     $ 495     $    
    SFR mortgage                 647    
    Total   $ 661     $ 495     $ 647    
                         
    Total nonperforming assets   $ 26,630     $ 26,131     $ 25,604    
    % of Nonperforming assets to total assets     0.17 %     0.17 %     0.16 %  
                         
    Past due 30-89 days (accruing)                    
    Commercial real estate   $     $     $ 43    
    SBA     3,419       718          
    Commercial and industrial                 103    
    Total   $ 3,419     $ 718     $ 146    
    % of Total loans     0.04 %     0.01 %     0.00 %  
    Total nonperforming, OREO, and past due   $ 30,049     $ 26,849     $ 25,750    
                         
    Classified Loans   $ 73,422     $ 94,169     $ 124,728    
                               

    The $499,000 increase in nonperforming assets from March 31, 2025 was primarily due to the addition of one nonperforming SBA loan in the amount of $620,000. Classified loans are loans that are graded “substandard” or worse. Classified loans decreased $20.7 million quarter-over-quarter, primarily due to a decrease of $19.9 million in classified commercial real estate loans.

    Deposits & Customer Repurchase Agreements
    Deposits of $11.98 billion and customer repurchase agreements of $404.2 million totaled $12.39 billion at June 30, 2025. This represented a net increase of $122.9 million compared to $12.27 billion at March 31, 2025. Total deposits and customer repurchase agreements increased by $179 million compared to December 31, 2024 and increased $329.8 million, or 2.74% when compared to $12.06 billion at June 30, 2024.

    Noninterest-bearing deposits were $7.25 billion at June 30, 2025, an increase of $62.9 million, or 0.87%, when compared to $7.18 billion at March 31, 2025. Noninterest-bearing deposits increased by $210.0 million, or 2.98%, when compared to $7.04 billion at December 31, 2024, and increased by $157.0 million, or 2.21% when compared to $7.09 billion at June 30, 2024. At June 30, 2025, noninterest-bearing deposits were 60.47% of total deposits, compared to 59.92% at March 31, 2025, 58.90% at December 31, 2024 and 60.13% at June 30, 2024.

    Borrowings
    As of June 30, 2025, total borrowings consisted of $500 million of FHLB advances. The FHLB advances include $300 million, at an average cost of approximately 4.73%, maturing in May of 2026, and $200 million, at a cost of 4.27% maturing in May of 2027. Total borrowings decreased by $1.3 billion from June 30, 2024. The $1.8 billion of borrowings at June 30, 2024 consisted of $500 million of FHLB advances and $1.3 billion from the Federal Reserve’s Bank Term Funding Program, at a cost of 4.76%, all of which were redeemed before the end of 2024.

    Capital
    The Company’s total equity was $2.24 billion at June 30, 2025. This represented an overall increase of $54.0 million from total equity of $2.19 billion at December 31, 2024. Increases to equity included $101.7 million in net earnings and a $43.9 million increase in other comprehensive income that were partially offset by $55.6 million in cash dividends. During the first half of 2025, we repurchased, under our stock repurchase plan, 2,063,564 shares of common stock, at an average repurchase price of $18.15, totaling $37.5 million. Our tangible book value per share at June 30, 2025 was $10.64.

    Our capital ratios under the revised capital framework referred to as Basel III remain well-above regulatory standards.

            CVB Financial Corp. Consolidated
    Capital Ratios   Minimum Required Plus
    Capital Conservation Buffer
      June 30,
    2025
      December 31,
    2024
      June 30,
    2024
                     
    Tier 1 leverage capital ratio   4.0%   11.8%   11.5%   10.5%
    Common equity Tier 1 capital ratio   7.0%   16.5%   16.2%   15.3%
    Tier 1 risk-based capital ratio   8.5%   16.5%   16.2%   15.3%
    Total risk-based capital ratio   10.5%   17.3%   17.1%   16.1%
                     
    Tangible common equity ratio       10.0%   9.8%   8.7%
                     

    CitizensTrust
    As of June 30, 2025 CitizensTrust had approximately $5.0 billion in assets under management and administration, including $3.54 billion in assets under management. Revenues were $3.7 million for the second quarter of 2025, compared to $3.4 million in the first quarter of 2025 and $3.4 million for the second quarter of 2024. CitizensTrust provides trust, investment and brokerage related services, as well as financial, estate and business succession planning.

    Corporate Overview
    CVB Financial Corp. (“CVBF”) is the holding company for Citizens Business Bank. CVBF is one of the 10 largest bank holding companies headquartered in California with more than $15 billion in total assets. Citizens Business Bank is consistently recognized as one of the top performing banks in the nation and offers a wide array of banking, lending and investing services with more than 60 banking centers and three trust office locations serving California.

    Shares of CVB Financial Corp. common stock are listed on the NASDAQ under the ticker symbol “CVBF”. For investor information on CVB Financial Corp., visit our Citizens Business Bank website at www.cbbank.com and click on the “Investors” tab.

    Conference Call
    Management will hold a conference call at 7:30 a.m. PDT/10:30 a.m. EDT on Thursday, July 24, 2025, to discuss the Company’s second quarter 2025 financial results. The conference call can be accessed live by registering at: https://register-conf.media-server.com/register/BIe2ad85fddf3443dbacab8109594ab423

    The conference call will also be simultaneously webcast over the Internet; please visit our Citizens Business Bank website at www.cbbank.com and click on the “Investors” tab to access the call from the site. Please access the website 15 minutes prior to the call to download any necessary audio software. This webcast will be recorded and available for replay on the Company’s website approximately two hours after the conclusion of the conference call and will be available on the website for approximately 12 months.

    Safe Harbor
    Certain statements set forth herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “will likely result”, “aims”, “anticipates”, “believes”, “could”, “estimates”, “expects”, “hopes”, “intends”, “may”, “plans”, “projects”, “seeks”, “should”, “will,” “strategy”, “possibility”, and variations of these words and similar expressions help to identify these forward-looking statements, which involve risks and uncertainties that could cause actual results or performance to differ materially from those projected. These forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company including, without limitation, plans, strategies, goals and statements about the Company’s outlook regarding revenue and asset growth, financial performance and profitability, capital and liquidity levels, loan and deposit levels, growth and retention, yields and returns, loan diversification and credit management, stockholder value creation, tax rates, the impact of business, economic, or political developments, the impact of monetary, fiscal and trade policies, and the impact of acquisitions we have made or may make. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company, and there can be no assurance that future developments affecting the Company will be the same as those anticipated by management. The Company cautions readers that a number of important factors, in addition to those set forth below, could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements.

    General risks and uncertainties include, but are not limited to, the following: the strength of the United States economy in general and the strength of the local economies in which we conduct business; the effects of, and changes in, immigration, trade, tariff, monetary, and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation/deflation, interest rate, market and monetary fluctuations; the effect of acquisitions we have made or may make, including, without limitation, the failure to obtain the necessary regulatory approvals, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions, and/or the failure to effectively integrate an acquisition target and key personnel into our operations; the timely development of competitive products and services and the acceptance of these products and services by new and existing customers; the impact of changes in financial services policies, laws, and regulations, including those concerning banking, taxes, securities, and insurance, and the application thereof by regulatory agencies; the effectiveness of our risk management framework and quantitative models; changes in the level of our nonperforming assets and charge-offs; the transition away from USD LIBOR and uncertainties regarding potential alternative reference rates, including SOFR; the effect of changes in accounting policies and practices or accounting standards, as may be adopted from time-to-time by bank regulatory agencies, the U.S. Securities and Exchange Commission (“SEC”), the Public Company Accounting Oversight Board, the Financial Accounting Standards Board or other accounting standards setters; possible credit related impairments or declines in the fair value of loans and securities held by us; possible impairment charges to goodwill on our balance sheet; changes in customer spending, borrowing, and savings habits; the effects of our lack of a diversified loan portfolio, including the risks of geographic and industry concentrations; periodic fluctuations in commercial or residential real estate prices or values; our ability to attract or retain deposits or to access government or private lending facilities and other sources of liquidity; the possibility that we may reduce or discontinue the payment of dividends on our common stock; changes in the financial performance and/or condition of our borrowers; changes in the competitive environment among financial and bank holding companies and other financial service providers; technological changes in banking and financial services; geopolitical conditions, including acts or threats of terrorism, actions taken by the United States or other governments in response to acts or threats of terrorism, and/or military conflicts, which could impact business and economic conditions in the United States and abroad; catastrophic events or natural disasters, including earthquakes, drought, climate change or extreme weather events that may affect our assets, communications or computer services, customers, employees or third party vendors; public health crises and pandemics, and their effects on the economic and business environments in which we operate, including on our asset credit quality, business operations, and employees, as well as the impact on general economic and financial market conditions; cybersecurity threats and fraud and the costs of defending against them, including the costs of compliance with legislation or regulations to combat fraud and cybersecurity threats; our ability to recruit and retain key executives, board members and other employees, and our ability to comply with federal and state in employment laws and regulations; ongoing or unanticipated regulatory or legal proceedings or outcomes; and our ability to manage the risks involved in the foregoing.

    Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s 2024 Annual Report on Form 10-K filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov).

    The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements, except as required by law. Any statements about future operating results, such as those concerning accretion and dilution to the Company’s earnings or shareholders, are for illustrative purposes only, are not forecasts, and actual results may differ.

    Non-GAAP Financial Measures — Certain financial information provided in this earnings release has not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and is presented on a non-GAAP basis. Investors and analysts should refer to the reconciliations included in this earnings release and should consider the Company’s non-GAAP measures in addition to, not as a substitute for or as superior to, measures prepared in accordance with GAAP. These measures may or may not be comparable to similarly titled measures used by other companies.

    Contact: David A. Brager
    President and Chief
    Executive Officer
    (909) 980-4030

    CVB FINANCIAL CORP. AND SUBSIDIARIES  
    CONDENSED CONSOLIDATED BALANCE SHEETS  
    (Unaudited)  
    (Dollars in thousands)  
                       
                       
        June 30,
    2025
        December 31,
    2024
        June 30,
    2024
     
    Assets                  
    Cash and due from banks   $ 195,063     $ 153,875     $ 174,454  
    Interest-earning balances due from Federal Reserve     543,573       50,823       669,740  
    Total cash and cash equivalents     738,636       204,698       844,194  
    Interest-earning balances due from depository institutions     11,004       480       7,345  
    Investment securities available-for-sale     2,486,306       2,542,115       2,745,796  
    Investment securities held-to-maturity     2,327,230       2,379,668       2,429,886  
    Total investment securities     4,813,536       4,921,783       5,175,682  
    Investment in stock of Federal Home Loan Bank (FHLB)     18,012       18,012       18,012  
    Loans and lease finance receivables     8,358,501       8,536,432       8,681,846  
    Allowance for credit losses     (78,003 )     (80,122 )     (82,786 )
    Net loans and lease finance receivables     8,280,498       8,456,310       8,599,060  
    Premises and equipment, net     26,606       27,543       43,232  
    Bank owned life insurance (BOLI)     320,596       316,248       314,329  
    Intangibles     7,657       9,967       12,416  
    Goodwill     765,822       765,822       765,822  
    Other assets     431,763       432,792       371,403  
    Total assets   $ 15,414,130     $ 15,153,655     $ 16,151,495  
    Liabilities and Stockholders’ Equity                  
     Liabilities:                  
    Deposits:                  
    Noninterest-bearing   $ 7,247,128     $ 7,037,096     $ 7,090,095  
    Investment checking     483,793       551,305       515,930  
    Savings and money market     3,669,912       3,786,387       3,409,320  
    Time deposits     583,990       573,593       774,980  
    Total deposits     11,984,823       11,948,381       11,790,325  
    Customer repurchase agreements     404,154       261,887       268,826  
    Other borrowings     500,000       500,000       1,800,000  
    Other liabilities     284,831       257,071       179,917  
    Total liabilities     13,173,808       12,967,339       14,039,068  
    Stockholders’ Equity                  
    Stockholders’ equity     2,508,454       2,498,380       2,446,755  
    Accumulated other comprehensive loss, net of tax     (268,132 )     (312,064 )     (334,328 )
    Total stockholders’ equity     2,240,322       2,186,316       2,112,427  
    Total liabilities and stockholders’ equity   $ 15,414,130     $ 15,153,655     $ 16,151,495  
                             
    CVB FINANCIAL CORP. AND SUBSIDIARIES  
    CONDENSED CONSOLIDATED AVERAGE BALANCE SHEETS  
    (Unaudited)  
    (Dollars in thousands)  
                                   
        Three Months Ended     Six Months Ended  
        June 30,
    2025
        March 31,
    2025
        June 30,
    2024
        June 30,
    2025
        June 30,
    2024
     
    Assets                              
    Cash and due from banks   $ 154,785     $ 154,328     $ 162,724     $ 154,557     $ 162,387  
    Interest-earning balances due from Federal Reserve     331,956       161,432       704,023       247,165       568,722  
    Total cash and cash equivalents     486,741       315,760       866,747       401,722       731,109  
    Interest-earning balances due from depository institutions     5,973       957       12,893       3,479       11,786  
    Investment securities available-for-sale     2,505,601       2,539,211       2,764,096       2,522,313       2,832,097  
    Investment securities held-to-maturity     2,341,814       2,369,507       2,442,863       2,355,584       2,450,237  
    Total investment securities     4,847,415       4,908,718       5,206,959       4,877,897       5,282,334  
    Investment in stock of FHLB     18,012       18,012       18,012       18,012       18,012  
    Loans and lease finance receivables     8,354,898       8,467,465       8,731,587       8,410,871       8,778,083  
    Allowance for credit losses     (78,259 )     (80,113 )     (82,815 )     (79,181 )     (84,283 )
    Net loans and lease finance receivables     8,276,639       8,387,352       8,648,772       8,331,690       8,693,800  
    Premises and equipment, net     26,982       27,408       43,624       27,194       44,002  
    Bank owned life insurance (BOLI)     319,582       316,643       312,645       318,121       311,127  
    Intangibles     8,232       9,518       13,258       8,872       13,922  
    Goodwill     765,822       765,822       765,822       765,822       765,822  
    Other assets     427,776       419,116       390,834       423,469       370,575  
    Total assets   $ 15,183,174     $ 15,169,306     $ 16,279,566     $ 15,176,278     $ 16,242,489  
    Liabilities and Stockholders’ Equity                              
    Liabilities:                              
    Deposits:                              
    Noninterest-bearing   $ 7,051,702     $ 7,006,357     $ 7,153,315     $ 7,029,156     $ 7,168,016  
    Interest-bearing     4,755,828       4,866,318       4,728,864       4,810,767       4,591,500  
    Total deposits     11,807,530       11,872,675       11,882,179       11,839,923       11,759,516  
    Customer repurchase agreements     376,629       317,322       287,128       347,140       298,200  
    Other borrowings     508,159       513,078       1,850,330       510,605       1,921,154  
    Other liabilities     252,908       239,283       157,463       246,132       162,953  
    Total liabilities     12,945,226       12,942,358       14,177,100       12,943,800       14,141,823  
    Stockholders’ Equity                              
    Stockholders’ equity     2,518,282       2,523,923       2,456,945       2,521,086       2,444,510  
    Accumulated other comprehensive loss, net of tax     (280,334 )     (296,975 )     (354,479 )     (288,608 )     (343,844 )
    Total stockholders’ equity     2,237,948       2,226,948       2,102,466       2,232,478       2,100,666  
    Total liabilities and stockholders’ equity   $ 15,183,174     $ 15,169,306     $ 16,279,566     $ 15,176,278     $ 16,242,489  
                                             
    CVB FINANCIAL CORP. AND SUBSIDIARIES  
    CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS  
    (Unaudited)  
    (Dollars in thousands, except per share amounts)  
                                   
        Three Months Ended     Six Months Ended  
        June 30,
    2025
        March 31,
    2025
        June 30,
    2024
        June 30,
    2025
        June 30,
    2024
     
    Interest income:                              
    Loans and leases, including fees   $ 108,845     $ 109,071     $ 114,200     $ 217,916     $ 230,549  
    Investment securities:                              
    Investment securities available-for-sale     18,299       18,734       21,225       37,033       42,671  
    Investment securities held-to-maturity     12,886       13,021       13,445       25,907       26,847  
    Total investment income     31,185       31,755       34,670       62,940       69,518  
    Dividends from FHLB stock     411       379       377       790       796  
    Interest-earning deposits with other institutions     3,768       1,797       9,825       5,565       15,898  
    Total interest income     144,209       143,002       159,072       287,211       316,761  
    Interest expense:                              
    Deposits     24,829       25,322       25,979       50,151       47,345  
    Borrowings and customer repurchase agreements     7,401       6,800       22,244       14,201       46,106  
    Other     371       436             807        
    Total interest expense     32,601       32,558       48,223       65,159       93,451  
    Net interest income before (recapture of) provision for credit losses     111,608       110,444       110,849       222,052       223,310  
    (Recapture of) provision for credit losses           (2,000 )           (2,000 )      
    Net interest income after (recapture of) provision for credit losses     111,608       112,444       110,849       224,052       223,310  
    Noninterest income:                              
    Service charges on deposit accounts     4,959       4,908       5,117       9,867       10,153  
    Trust and investment services     3,716       3,411       3,428       7,127       6,652  
    Gain on OREO, net     6       2,183             2,189        
    Other     6,063       5,727       5,879       11,790       11,732  
    Total noninterest income     14,744       16,229       14,424       30,973       28,537  
    Noninterest expense:                              
    Salaries and employee benefits     34,999       36,477       35,426       71,476       71,827  
    Occupancy and equipment     6,106       5,998       5,772       12,104       11,337  
    Professional services     2,191       2,081       2,726       4,272       4,981  
    Computer software expense     4,410       4,221       3,949       8,631       7,474  
    Marketing and promotion     1,817       1,988       1,956       3,805       3,586  
    Amortization of intangible assets     1,155       1,155       1,437       2,310       2,875  
    Provision for (recapture of) unfunded loan commitments           500       (500 )     500       (500 )
    Other     6,879       6,724       5,731       13,603       14,688  
    Total noninterest expense     57,557       59,144       56,497       116,701       116,268  
    Earnings before income taxes     68,795       69,529       68,776       138,324       135,579  
    Income taxes     18,231       18,425       18,741       36,656       36,945  
    Net earnings   $ 50,564     $ 51,104     $ 50,035     $ 101,668     $ 98,634  
                                   
    Basic earnings per common share   $ 0.36     $ 0.37     $ 0.36     $ 0.72     $ 0.71  
    Diluted earnings per common share   $ 0.36     $ 0.36     $ 0.36     $ 0.72     $ 0.71  
    Cash dividends declared per common share   $ 0.20     $ 0.20     $ 0.20     $ 0.20     $ 0.40  
                                             
    CVB FINANCIAL CORP. AND SUBSIDIARIES  
    SELECTED FINANCIAL HIGHLIGHTS  
    (Unaudited)  
    (Dollars in thousands, except per share amounts)  
                                 
      Three Months Ended     Six Months Ended  
      June 30,
    2025
        March 31,
    2025
        June 30,
    2024
        June 30,
    2025
        June 30,
    2024
     
    Interest income – tax equivalent (TE) $ 144,729     $ 143,525     $ 159,607     $ 288,253     $ 317,835  
    Interest expense   32,601       32,558       48,223       65,159       93,451  
    Net interest income – (TE) $ 112,128     $ 110,967     $ 111,384     $ 223,094     $ 224,384  
                                 
    Return on average assets, annualized   1.34 %     1.37 %     1.24 %     1.35 %     1.22 %
    Return on average equity, annualized   9.06 %     9.31 %     9.57 %     9.18 %     9.44 %
    Efficiency ratio [1]   45.55 %     46.69 %     45.10 %     46.12 %     46.17 %
    Noninterest expense to average assets, annualized   1.52 %     1.58 %     1.40 %     1.55 %     1.44 %
    Yield on average loans   5.22 %     5.22 %     5.26 %     5.22 %     5.28 %
    Yield on average earning assets (TE)   4.28 %     4.28 %     4.37 %     4.28 %     4.36 %
    Cost of deposits   0.84 %     0.86 %     0.88 %     0.85 %     0.81 %
    Cost of deposits and customer repurchase agreements   0.87 %     0.87 %     0.87 %     0.87 %     0.80 %
    Cost of funds   1.03 %     1.04 %     1.38 %     1.03 %     1.34 %
    Net interest margin (TE)   3.31 %     3.31 %     3.05 %     3.31 %     3.07 %
    [1] Noninterest expense divided by net interest income before provision for credit losses plus noninterest income.              
                                 
    Tangible Common Equity Ratio (TCE) [2]                            
    CVB Financial Corp. Consolidated   10.02 %     10.04 %     8.68 %            
    Citizens Business Bank   9.86 %     9.92 %     8.57 %            
    [2] (Capital – [GW+Intangibles])/(Total Assets – [GW+Intangibles])              
                                 
    Weighted average shares outstanding                            
    Basic   139,297,604       138,973,996       138,583,510       139,824,075       138,419,379  
    Diluted   139,471,147       139,294,401       138,669,058       140,098,174       138,561,481  
    Dividends declared $ 27,703     $ 27,853     $ 28,018     $ 55,556     $ 55,904  
    Dividend payout ratio [3]   54.79 %     54.50 %     56.00 %     54.64 %     56.68 %
    [3] Dividends declared on common stock divided by net earnings.              
                                 
    Number of shares outstanding – (end of period)   137,825,465       139,089,612       139,677,162              
    Book value per share $ 16.25     $ 16.02     $ 15.12              
    Tangible book value per share $ 10.64     $ 10.45     $ 9.55              
                                       
    CVB FINANCIAL CORP. AND SUBSIDIARIES  
    SELECTED FINANCIAL HIGHLIGHTS  
    (Unaudited)  
    (Dollars in thousands, except per share amounts)  
                                   
        Three Months Ended        
        June 30,
    2025
        December 31,
    2024
        June 30,
    2024
                 
    Nonperforming assets:                              
    Nonaccrual loans   $ 25,969     $ 27,795     $ 24,957                
    Other real estate owned (OREO), net     661       19,303       647                
    Total nonperforming assets   $ 26,630     $ 47,098     $ 25,604                
    Loan modifications to borrowers experiencing financial difficulty   $ 9,529     $ 6,467     $ 26,363                
                                   
    Percentage of nonperforming assets to total loans outstanding and OREO     0.32 %     0.55 %     0.29              
    Percentage of nonperforming assets to total assets     0.17 %     0.31 %     0.16 %              
    Allowance for credit losses to nonperforming assets     292.91 %     170.12 %     323.33 %              
                                   
        Three Months Ended     Six Months Ended  
        June 30,
    2025
        March 31,
    2025
        June 30,
    2024
        June 30,
    2025
        June 30,
    2024
     
    Allowance for credit losses:                              
    Beginning balance   $ 78,252     $ 80,122     $ 82,817       $ 80,122     $ 86,842  
    Total charge-offs     (429 )     (40 )     (51 )       (469 )     (4,318 )
    Total recoveries on loans previously charged-off     180       170       20         350       262  
    Net recoveries (charge-offs)     (249 )     130       (31 )       (119 )     (4,056 )
    (Recapture of) provision for credit losses           (2,000 )             (2,000 )      
    Allowance for credit losses at end of period   $ 78,003     $ 78,252     $ 82,786       $ 78,003     $ 82,786  
                                   
    Net recoveries (charge-offs) to average loans     -0.003 %     0.002 %   -0.000 %       -0.001 %     -0.046 %
                                             
    CVB FINANCIAL CORP. AND SUBSIDIARIES
    SELECTED FINANCIAL HIGHLIGHTS
    (Unaudited)
    (Dollars in millions)
                                               
    Allowance for Credit Losses by Loan Type                                      
        June 30, 2025   December 31, 2024   June 30, 2024
        Allowance
    For Credit
    Losses
        Allowance
    as a % of
    Total Loans
    by Respective
    Loan Type
      Allowance
    For Credit
    Losses
        Allowance
    as a % of
    Total Loans
    by Respective
    Loan Type
      Allowance
    For Credit
    Losses
        Allowance
    as a % of
    Total Loans
    by Respective
    Loan Type
                                               
    Commercial real estate   $ 64.5       0.99%     $ 66.2       1.02%     $ 69.4       1.04%  
    Construction     0.2       1.36%       0.3       1.94%       0.8       1.51%  
    SBA     3.1       1.13%       2.6       0.96%       2.5       0.93%  
    Commercial and industrial     6.4       0.70%       6.1       0.66%       5.1       0.53%  
    Dairy & livestock and agribusiness     2.6       1.09%       3.6       0.86%       3.8       1.08%  
    Municipal lease finance receivables     0.2       0.35%       0.2       0.31%       0.2       0.26%  
    SFR mortgage     0.5       0.17%       0.5       0.16%       0.5       0.19%  
    Consumer and other loans     0.5       1.03%       0.6       1.04%       0.5       1.07%  
                                               
    Total   $ 78.0       0.93%     $ 80.1       0.94%     $ 82.8       0.95%  
                                                     
    CVB FINANCIAL CORP. AND SUBSIDIARIES            
    SELECTED FINANCIAL HIGHLIGHTS            
    (Unaudited)            
    (Dollars in thousands, except per share amounts)            
                                                   
    Quarterly Common Stock Price            
        2025     2024     2023  
    Quarter End   High     Low       High       Low       High       Low    
    March 31,   $ 21.71     $ 18.22       $ 20.45       $ 15.95       $ 25.98       $ 16.34    
    June 30,   $ 20.15     $ 16.01       $ 17.91       $ 15.71       $ 16.89       $ 10.66    
    September 30,   $     $       $ 20.29       $ 16.08       $ 19.66       $ 12.89    
    December 31,   $     $       $ 24.58       $ 17.20       $ 21.77       $ 14.62    
                                                   
    Quarterly Consolidated Statements of Earnings            
              Q2       Q1       Q4       Q3       Q2    
              2025       2025       2024       2024       2024    
    Interest income                                              
    Loans and leases, including fees         $ 108,845       $ 109,071       $ 110,277       $ 114,929       $ 114,200    
    Investment securities and other           35,364         33,931         37,322         50,823         44,872    
    Total interest income           144,209         143,002         147,599         165,752         159,072    
    Interest expense                                              
    Deposits           24,829         25,322         28,317         29,821         25,979    
    Borrowings and customer repurchase agreements       7,401         6,800         8,291         22,312         22,244    
    Other           371         436         573                    
    Total interest expense           32,601         32,558         37,181         52,133         48,223    
                                                   
    Net interest income before (recapture of) provision for credit losses       111,608         110,444         110,418         113,619         110,849    
    (Recapture of) provision for credit losses               (2,000 )       (3,000 )                  
    Net interest income after (recapture of) provision for credit losses       111,608         112,444         113,418         113,619         110,849    
                                                   
    Noninterest income           14,744         16,229         13,103         12,834         14,424    
    Noninterest expense           57,557         59,144         58,480         58,835         56,497    
    Earnings before income taxes           68,795         69,529         68,041         67,618         68,776    
    Income taxes           18,231         18,425         17,183         16,394         18,741    
    Net earnings         $ 50,564       $ 51,104       $ 50,858       $ 51,224       $ 50,035    
                                                   
    Effective tax rate           26.50 %       26.50       25.25       24.25 %       27.25 %  
                                                   
    Basic earnings per common share         $ 0.36       $ 0.37       $ 0.36       $ 0.37       $ 0.36    
    Diluted earnings per common share         $ 0.36       $ 0.36       $ 0.36       $ 0.37       $ 0.36    
                                                   
    Cash dividends declared per common share         $ 0.20       $ 0.20       $ 0.20       $ 0.20       $ 0.20    
                                                   
    Cash dividends declared         $ 27,703       $ 27,853       $ 27,978       $ 27,977       $ 28,018    
                                                             
    CVB FINANCIAL CORP. AND SUBSIDIARIES  
    SELECTED FINANCIAL HIGHLIGHTS  
    (Unaudited)  
    (Dollars in thousands)  
                                   
    Loan Portfolio by Type  
        June 30,     March 31,     December 31,     September 30,     June 30,  
        2025     2025     2024     2024     2024  
                                   
    Commercial real estate   $ 6,517,415       $ 6,490,604       $ 6,507,452       $ 6,618,637       $ 6,664,925    
    Construction     17,658         15,706         16,082         14,755         52,227    
    SBA     271,735         271,844         273,013         272,001         267,938    
    SBA – PPP     85         179         774         1,255         1,757    
    Commercial and industrial     912,427         942,301         925,178         936,489         956,184    
    Dairy & livestock and agribusiness     233,772         252,532         419,904         342,445         350,562    
    Municipal lease finance receivables     63,652         65,203         66,114         67,585         70,889    
    SFR mortgage     288,435         269,493         269,172         267,181         267,593    
    Consumer and other loans     53,322         55,770         58,743         52,217         49,771    
    Gross loans, at amortized cost     8,358,501         8,363,632         8,536,432         8,572,565         8,681,846    
    Allowance for credit losses     (78,003 )       (78,252 )       (80,122 )       (82,942 )       (82,786 )  
    Net loans   $ 8,280,498       $ 8,285,380       $ 8,456,310       $ 8,489,623       $ 8,599,060    
                                   
                                   
    Deposit Composition by Type and Customer Repurchase Agreements  
        June 30,     March 31,     December 31,     September 30,     June 30,  
        2025     2025     2024     2024     2024  
                                   
    Noninterest-bearing   $ 7,247,128       $ 7,184,267       $ 7,037,096       $ 7,136,824       $ 7,090,095    
    Investment checking     483,793         533,220         551,305         504,028         515,930    
    Savings and money market     3,669,912         3,710,612         3,786,387         3,745,707         3,409,320    
    Time deposits     583,990         561,822         573,593         685,930         774,980    
    Total deposits     11,984,823         11,989,921         11,948,381         12,072,489         11,790,325    
                                   
    Customer repurchase agreements     404,154         276,163         261,887         394,515         268,826    
    Total deposits and customer repurchase agreements   $ 12,388,977       $ 12,266,084       $ 12,210,268       $ 12,467,004       $ 12,059,151    
                                                       
    CVB FINANCIAL CORP. AND SUBSIDIARIES
    SELECTED FINANCIAL HIGHLIGHTS
    (Unaudited)
    (Dollars in thousands)
    Nonperforming Assets and Delinquency Trends
        June 30,       March 31,       December 31,       September 30,       June 30,    
        2025       2025       2024       2024       2024    
    Nonperforming loans                                        
    Commercial real estate   $ 24,379       $ 24,379       $ 25,866       $ 18,794       $ 21,908    
    SBA     1,265         1,024         1,529         151         337    
    Commercial and industrial     265         173         340         2,825         2,712    
    Dairy & livestock and agribusiness     60         60         60         143            
    Total   $ 25,969       $ 25,636       $ 27,795       $ 21,913       $ 24,957    
    % of Total loans     0.31 %       0.31 %       0.33 %       0.26 %       0.29 %  
                                             
    Past due 30-89 days (accruing)                                        
    Commercial real estate   $       $       $       $ 30,701       $ 43    
    SBA     3,419         718         88                    
    Commercial and industrial                     399         64         103    
    Total   $ 3,419       $ 718       $ 487       $ 30,765       $ 146    
    % of Total loans     0.04 %       0.01 %       0.01 %       0.36 %       0.00 %  
                                             
    OREO                                        
    Commercial real estate   $ 661       $ 495       $ 18,656       $       $    
    SFR mortgage                     647         647         647    
    Total   $ 661       $ 495       $ 19,303       $ 647       $ 647    
    Total nonperforming, past due, and OREO   $ 30,049       $ 26,849       $ 47,585       $ 53,325       $ 25,750    
    % of Total loans     0.36 %       0.32 %       0.56 %       0.62 %       0.30 %  
                                                       
    CVB FINANCIAL CORP. AND SUBSIDIARIES
    SELECTED FINANCIAL HIGHLIGHTS
    (Unaudited)
                     
    Regulatory Capital Ratios
        Minimum Required   CVB Financial Corp. Consolidated
    Capital Ratios   Plus Capital
    Conservation Buffer
      June 30,
    2025
      December 31,
    2024
      June 30,
    2024
                     
    Tier 1 leverage capital ratio   4.0%   11.8%   11.5%   10.5%
    Common equity Tier 1 capital ratio   7.0%   16.5%   16.2%   15.3%
    Tier 1 risk-based capital ratio   8.5%   16.5%   16.2%   15.3%
    Total risk-based capital ratio   10.5%   17.3%   17.1%   16.1%
                     
    Tangible common equity ratio       10.0%   9.8%   8.7%
                     

    Tangible Book Value Reconciliations (Non-GAAP)

    The tangible book value per share is a Non-GAAP disclosure. The Company uses certain non-GAAP financial measures to provide supplemental information regarding the Company’s performance. The following is a reconciliation of tangible book value to the Company stockholders’ equity computed in accordance with GAAP, as well as a calculation of tangible book value per share.

        June 30,
    2025
          December 31,
    2024
          June 30,
    2024
       
        (Dollars in thousands, except per share amounts)      
                             
    Stockholders’ equity   $ 2,240,322       $ 2,186,316       $ 2,112,427    
    Less: Goodwill     (765,822 )       (765,822 )       (765,822 )  
    Less: Intangible assets     (7,657 )       (9,967 )       (12,416 )  
    Tangible book value   $ 1,466,843       $ 1,410,527       $ 1,334,189    
    Common shares issued and outstanding     137,825,465         139,689,686         139,677,162    
    Tangible book value per share   $ 10.64       $ 10.10       $ 9.55    
                                   

    Return on Average Tangible Common Equity Reconciliations (Non-GAAP)

    The return on average tangible common equity is a non-GAAP disclosure. The Company uses certain non-GAAP financial measures to provide supplemental information regarding the Company’s performance. The following is a reconciliation of net income, adjusted for tax-effected amortization of intangibles, to net income computed in accordance with GAAP; a reconciliation of average tangible common equity to the Company’s average stockholders’ equity computed in accordance with GAAP; as well as a calculation of return on average tangible common equity.

        Three Months Ended     Six Months Ended  
        June 30,     March 31,     June 30,     June 30,     June 30,  
        2025     2025     2024     2025     2024  
        (Dollars in thousands)  
                                   
    Net Income   $ 50,564     $ 51,104     $ 50,035     $ 101,668     $ 98,634  
    Add: Amortization of intangible assets     1,155       1,155       1,437       2,310       2,875  
    Less: Tax effect of amortization of intangible assets (1)     (341 )     (341 )     (425 )     (683 )     (850 )
    Tangible net income   $ 51,378     $ 51,918     $ 51,047     $ 103,295     $ 100,659  
                                   
    Average stockholders’ equity   $ 2,237,948     $ 2,226,948     $ 2,102,466     $ 2,232,478     $ 2,100,666  
    Less: Average goodwill     (765,822 )     (765,822 )     (765,822 )     (765,822 )     (765,822 )
    Less: Average intangible assets     (8,232 )     (9,518 )     (13,258 )     (8,872 )     (13,922 )
    Average tangible common equity   $ 1,463,894     $ 1,451,608     $ 1,323,386     $ 1,457,784     $ 1,320,922  
                                   
    Return on average equity, annualized (2)     9.06 %     9.31 %     9.57 %     9.18 %     9.44 %
    Return on average tangible common equity, annualized (2)     14.08 %     14.51 %     15.51 %     14.29 %     15.32 %
                                   
    (1) Tax effected at respective statutory rates.                              
    (2) Annualized where applicable.                              
     

    The MIL Network

  • MIL-OSI USA: Florida Man Sentenced for Decades-Long Scheme to Defraud the IRS

    Source: US State Government of Utah

    A Miami man was sentenced today to 60 months in prison for conspiring to defraud the United States by concealing millions of dollars in assets and income in undisclosed Swiss bank accounts and claiming to the IRS that those assets were not his and instead belonged to foreign nationals.

    The following is according to court documents and statements made in court: between 1985 and 2020, Dan Rotta, a dual Brazilian and U.S. citizen, hid more than $20 million in assets in dozens of secret Swiss accounts at five different Swiss banks, including UBS, Credit Suisse, Bank Bonhôte, and Bank Julius Baer. The accounts were held in his own name, in the names of sham structures, and, in one instance, a pseudonym. Over the years, Rotta earned tens of millions of dollars of income from these assets that he did not report on his tax returns and used to fund his lavish lifestyle. He caused a substantial tax loss to the IRS.

    Rotta employed increasingly elaborate schemes to keep his accounts hidden. Over the years, he kept his accounts open, in part, by falsely representing that he was not a U.S. citizen, leveraging his Brazilian citizenship to claim he was a Brazilian citizen residing in Brazil.

    Starting in 2008, after it was reported publicly that UBS and its bankers were under criminal investigation for helping U.S. taxpayers evade their taxes, Rotta closed his UBS account and moved his funds to Credit Suisse and Bank Bonhôte.

    In 2011, after the IRS obtained records related to one of Rotta’s Swiss accounts, he nominally changed the documentation of his accounts at Credit Suisse and Bank Bonhôte to make it appear that his co-conspirator, a Brazilian national and resident, owned the assets in the accounts. Despite the change, Rotta continued to control the assets and transferred millions of dollars out of those accounts for his use.

    Shortly after Rotta changed the account documentation, the IRS  audited him. During the audit, Rotta falsely denied that he owned the assets in the foreign financial accounts and, instead, claimed that the millions of dollars he withdrew from the accounts were non-taxable loans from foreign nationals. Rotta provided the IRS with fake promissory notes and false affidavits from the foreign nationals to corroborate his claims. During the audit, Rotta continued to use the funds in his foreign accounts to fund his lifestyle in the United States, but to conceal his use of the funds from the IRS, he often routed transfers from his foreign accounts through nominee accounts and attorney trust fund accounts in the United States.

    The IRS did not believe Rotta’s story and assessed millions of dollars of additional taxes as well as penalties and interest against him. Rotta sought to reverse the assessments by filing a false petition in U.S. Tax Court. In that petition, Rotta, through his attorney, falsely denied having any foreign accounts and attached fictitious loan documents. Furthermore, the nominee account owners traveled to the United States to retell the false loan story to IRS attorneys.

    In 2017, after Rotta presented the false evidence that the purported loans had been repaid, the IRS reversed the deficiencies and agreed that he owed no additional tax. Unbeknownst to the IRS, however, the “loan repayments” were fake: the funds that Rotta purportedly repaid went back into accounts that he controlled shortly after the IRS dismissed the suit. Also, as part of the conspiracy, Rotta had his U.S.-based attorneys create sham trust structures that he used to transfer his assets to the United States without alerting the IRS. On paper, it appeared that Rotta’s co-conspirator funded the trusts for Rotta’s benefit. In reality, Rotta funded the trusts with transfers from his Swiss accounts.

    In 2019, Rotta became aware that the IRS would receive additional account records from Switzerland that contradicted the false claims that he had previously made. In an attempt to avoid criminal liability, Rotta applied to participate in the IRS’s voluntary disclosure practice. Under that practice, taxpayers who failed to comply with their tax and reporting obligations could make timely, accurate, and complete disclosures of their conduct, which might offer a path to resolve their non-compliance and limit their criminal exposure. Rotta made false statements in his submission, including falsely claiming that the assets in the Swiss accounts mostly belonged to others, and that any funds provided to him were non-taxable gifts. Rotta also falsely claimed that the nominee account owner gifted Rotta money because that nominee had no children to benefit from the funds. In fact, that nominee had two children.

    In addition to his prison sentence, U.S. District Judge Rodney Smith for the Southern District of Florida ordered Rotta to serve three years of supervised release. The court will determine restitution at a later date.

    Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division, U.S. Attorney Hayden O’Byrne for the Southern District of Florida, and Executive Special Agent in Charge Kareem Carter of IRS Criminal Investigation (IRS-CI) Washington, D.C. Field Office made the announcement.

    Special Agents from IRS-CI’s International Tax & Financial Crimes specialty group, a team based out of Washington, D.C., and dedicated to uncovering international tax crimes, investigated the case.

    Senior Litigation Counsels Sean Beaty and Mark Daly, Trial Attorney William Montague, and former Trial Attorney Patrick Elwell of the Tax Division, as well as Senior Litigation Counsel Christopher J. Clark for the Southern District of Florida, prosecuted the case.

    MIL OSI USA News

  • MIL-OSI Security: Florida Man Sentenced for Decades-Long Scheme to Defraud the IRS

    Source: United States Attorneys General 1

    A Miami man was sentenced today to 60 months in prison for conspiring to defraud the United States by concealing millions of dollars in assets and income in undisclosed Swiss bank accounts and claiming to the IRS that those assets were not his and instead belonged to foreign nationals.

    The following is according to court documents and statements made in court: between 1985 and 2020, Dan Rotta, a dual Brazilian and U.S. citizen, hid more than $20 million in assets in dozens of secret Swiss accounts at five different Swiss banks, including UBS, Credit Suisse, Bank Bonhôte, and Bank Julius Baer. The accounts were held in his own name, in the names of sham structures, and, in one instance, a pseudonym. Over the years, Rotta earned tens of millions of dollars of income from these assets that he did not report on his tax returns and used to fund his lavish lifestyle. He caused a substantial tax loss to the IRS.

    Rotta employed increasingly elaborate schemes to keep his accounts hidden. Over the years, he kept his accounts open, in part, by falsely representing that he was not a U.S. citizen, leveraging his Brazilian citizenship to claim he was a Brazilian citizen residing in Brazil.

    Starting in 2008, after it was reported publicly that UBS and its bankers were under criminal investigation for helping U.S. taxpayers evade their taxes, Rotta closed his UBS account and moved his funds to Credit Suisse and Bank Bonhôte.

    In 2011, after the IRS obtained records related to one of Rotta’s Swiss accounts, he nominally changed the documentation of his accounts at Credit Suisse and Bank Bonhôte to make it appear that his co-conspirator, a Brazilian national and resident, owned the assets in the accounts. Despite the change, Rotta continued to control the assets and transferred millions of dollars out of those accounts for his use.

    Shortly after Rotta changed the account documentation, the IRS  audited him. During the audit, Rotta falsely denied that he owned the assets in the foreign financial accounts and, instead, claimed that the millions of dollars he withdrew from the accounts were non-taxable loans from foreign nationals. Rotta provided the IRS with fake promissory notes and false affidavits from the foreign nationals to corroborate his claims. During the audit, Rotta continued to use the funds in his foreign accounts to fund his lifestyle in the United States, but to conceal his use of the funds from the IRS, he often routed transfers from his foreign accounts through nominee accounts and attorney trust fund accounts in the United States.

    The IRS did not believe Rotta’s story and assessed millions of dollars of additional taxes as well as penalties and interest against him. Rotta sought to reverse the assessments by filing a false petition in U.S. Tax Court. In that petition, Rotta, through his attorney, falsely denied having any foreign accounts and attached fictitious loan documents. Furthermore, the nominee account owners traveled to the United States to retell the false loan story to IRS attorneys.

    In 2017, after Rotta presented the false evidence that the purported loans had been repaid, the IRS reversed the deficiencies and agreed that he owed no additional tax. Unbeknownst to the IRS, however, the “loan repayments” were fake: the funds that Rotta purportedly repaid went back into accounts that he controlled shortly after the IRS dismissed the suit. Also, as part of the conspiracy, Rotta had his U.S.-based attorneys create sham trust structures that he used to transfer his assets to the United States without alerting the IRS. On paper, it appeared that Rotta’s co-conspirator funded the trusts for Rotta’s benefit. In reality, Rotta funded the trusts with transfers from his Swiss accounts.

    In 2019, Rotta became aware that the IRS would receive additional account records from Switzerland that contradicted the false claims that he had previously made. In an attempt to avoid criminal liability, Rotta applied to participate in the IRS’s voluntary disclosure practice. Under that practice, taxpayers who failed to comply with their tax and reporting obligations could make timely, accurate, and complete disclosures of their conduct, which might offer a path to resolve their non-compliance and limit their criminal exposure. Rotta made false statements in his submission, including falsely claiming that the assets in the Swiss accounts mostly belonged to others, and that any funds provided to him were non-taxable gifts. Rotta also falsely claimed that the nominee account owner gifted Rotta money because that nominee had no children to benefit from the funds. In fact, that nominee had two children.

    In addition to his prison sentence, U.S. District Judge Rodney Smith for the Southern District of Florida ordered Rotta to serve three years of supervised release. The court will determine restitution at a later date.

    Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division, U.S. Attorney Hayden O’Byrne for the Southern District of Florida, and Executive Special Agent in Charge Kareem Carter of IRS Criminal Investigation (IRS-CI) Washington, D.C. Field Office made the announcement.

    Special Agents from IRS-CI’s International Tax & Financial Crimes specialty group, a team based out of Washington, D.C., and dedicated to uncovering international tax crimes, investigated the case.

    Senior Litigation Counsels Sean Beaty and Mark Daly, Trial Attorney William Montague, and former Trial Attorney Patrick Elwell of the Tax Division, as well as Senior Litigation Counsel Christopher J. Clark for the Southern District of Florida, prosecuted the case.

    MIL Security OSI

  • MIL-OSI: TowneBank Reports Second Quarter 2025 Earnings

    Source: GlobeNewswire (MIL-OSI)

    Suffolk, Va., July 23, 2025 (GLOBE NEWSWIRE) — TowneBank (the “Company” or “Towne”) (NASDAQ: TOWN) today reported earnings for the quarter ended June 30, 2025 of $38.84 million, or $0.51 per diluted share, compared to $42.86 million, or $0.57 per diluted share, for the quarter ended June 30, 2024. Excluding certain items affecting comparability, core earnings (non-GAAP) were $61.34 million, or $0.81 per diluted share, in the current quarter compared to $42.56 million, or $0.57 per diluted share, for the quarter ended June 30, 2024.

    “Our Company delivered a record revenue quarter highlighting the strength of our Main Street banking strategy. Organic loan growth during the second quarter climbed nearly 5% on an annualized basis while credit trends continue to demonstrate best in class metrics. Our margin expanded 24 basis points during the quarter fueled by our partnership with Village Bank in our Richmond market. As we look ahead, we believe this quarter demonstrates the strength of our diversified revenue model and disciplined approach to strategic partnerships with focused execution. I wish to thank our more than 2,800 family members who work each day to Serve Others and Enrich Lives,” said G. Robert Aston, Jr., Executive Chairman.

    Highlights for Second Quarter 2025:

    • Total revenues were a record $207.44 million, an increase of $32.47 million, or 18.56%, compared to second quarter 2024. Net interest income increased $28.17 million, driven by a combination of increased interest income and lower deposit costs. Additionally, noninterest income increased $4.31 million.
    • Towne successfully completed the acquisition of Village Bank and Trust Financial Corp. and its wholly-owned bank subsidiary, Village Bank (“Village”), in April 2025. Included in that acquisition were $576.57 million in loans, $74.31 million in securities, and $637.49 million in deposits.
    • Total deposits were $15.33 billion, an increase of $1.06 billion, or 7.40%, compared to second quarter 2024. Total deposits increased 4.93%, or $0.72 billion, in comparison to March 31, 2025. Excluding $637.49 million in acquired deposits, total deposits would have increased $418.64 million, or 2.93% compared to the prior year and $82.68 million, or 2.27% on an annualized basis, compared to the linked quarter.
    • Noninterest-bearing deposits increased 10.47%, to $4.75 billion, compared to second quarter 2024 and represented 31.02% of total deposits. Compared to the linked quarter, noninterest-bearing deposits increased 10.22%. The increase includes noninterest-bearing deposits of $238.54 million acquired in the Village transaction.
    • Loans held for investment were $12.36 billion, an increase of $0.91 billion, or 7.93%, compared to June 30, 2024, and $0.71 billion, or 6.07% compared to March 31, 2025. Excluding loans acquired in the quarter, total loans would have increased $331.35 million, or 2.89%, compared to the prior year and $130.35 million, or 4.49% on an annualized basis, compared to the linked quarter.
    • Annualized return on common shareholders’ equity was 7.14% compared to 8.49% in second quarter 2024. Annualized return on average tangible common shareholders’ equity (non-GAAP) was 10.44% compared to 12.16% in second quarter 2024.
    • Net interest margin was 3.38% for the quarter and tax-equivalent net interest margin (non-GAAP) was 3.40%, including purchase accounting accretion of 6 basis points, compared to the prior year quarter net interest margin of 2.86% and tax-equivalent net interest margin (non-GAAP) of 2.89%, including purchase accounting accretion of 5 basis points.
    • Compared to the linked quarter, both net interest margin and spread increased 24 basis points.
    • The effective tax rate was 22.23% in the quarter compared to 15.93% in second quarter 2024 and 13.95% in the linked quarter. The higher tax rate in the current quarter was due to an increase in state tax expense, an adjustment to deferred income tax related to the repurchase of noncontrolling interests in Resort Property Management, and nondeductible expenses related to the Village acquisition. Management expects the tax rate to normalize in the second half of 2025.

    “We were pleased to close our Village Bank partnership and successfully complete the systems integration during the second quarter. Internally, our focus will shift during the second half of the year to closing our recently announced partnership with Old Point. Both of these strategic transactions will provide meaningful earnings momentum as we manage through an uncertain economic environment,” stated William I. Foster III, President and Chief Executive Officer.

    Quarterly Net Interest Income:

    • Net interest income was $137.21 million compared to $109.05 million for the quarter ended June 30, 2024.
    • On an average basis, loans held for investment, with a yield of 5.56%, represented 75.52% of earning assets at June 30, 2025 compared to a yield of 5.45% and 74.76% of earning assets at June 30, 2024.
    • The cost of interest-bearing deposits was 2.61% for the quarter ended June 30, 2025, compared to 3.32% in second quarter 2024. Interest expense on deposits decreased $13.87 million, or 16.91%, from the prior year quarter driven by decreases in rate.
    • Our total cost of deposits decreased to 1.80% from 2.32% for the quarter ended June 30, 2024 due to lower interest-bearing deposit rates. The Federal Reserve Open Market Committee lowered the overnight funds rate a total of 100 basis points in the last four months of 2024.
    • Average interest-earning assets totaled $16.29 billion at June 30, 2025 compared to $15.34 billion at June 30, 2024, an increase of 6.17%. The Company anticipates approximately $885 million in cash flows from its securities portfolio to be available for reinvestment in the next 24 months.
    • Average interest-bearing liabilities totaled $10.80 billion, an increase of $509.83 million, or 4.96%, from prior year, driven by demand and money market deposit growth. Borrowings increased over the linked quarter, driven by debt assumed in the Village acquisition, but were nearly level with prior year.

    Quarterly Provision for Credit Losses:

    • The quarterly provision for credit losses was an expense of $6.41 million compared to a benefit of $177 thousand in the prior year quarter and an expense of $2.42 million in the linked quarter. The provision includes an initial provision for credit losses of $6.24 million related to loans and commitments acquired in the Village transaction.
    • The allowance for credit losses on loans increased $8.06 million in second quarter 2025, compared to the linked quarter, $7.75 million of which resulted from the April 2025 acquisition of Village. In addition to the $6.06 million initial acquisition related provision for the purchased loan portfolio we increased our allowance $1.69 million for purchased credit deteriorated loan marks. Additional allowance increases were primarily driven by loan portfolio growth.
    • Net loan charge-offs were $19 thousand in the quarter, and $626 thousand in the linked quarter, compared to net recoveries of $19 thousand in the prior year quarter.
    • The ratio of net charge-offs to average loans on an annualized basis was 0.00% in both second quarter 2025 and 2024, compared to 0.02% in the linked quarter.
    • The allowance for credit losses on loans represented 1.09% of total loans at June 30, 2025, compared to 1.10% at June 30, 2024, and 1.08% at March 31, 2025. The allowance for credit losses on loans was 16.81 times nonperforming loans compared to 19.08 times at June 30, 2024 and 19.15 times at March 31, 2025.

    Quarterly Noninterest Income:

    • Total noninterest income was $70.23 million compared to $65.92 million in 2024, an increase of $4.31 million, or 6.53%.
    • Total net insurance commissions increased $1.65 million, or 6.85%, to $25.68 million in second quarter 2025 compared to 2024. This increase was primarily attributable to organic growth-related property and casualty commissions.
    • Property management fee revenue was $15.56 million in second quarter 2025, an increase of 8.69%, or $1.24 million, compared to second quarter 2024. The increase was driven by an acquisition in 2024 and changes to our fee structure.
    • Residential mortgage banking income was $13.56 million compared to $13.42 million in second quarter 2024. Loan volume increased to $671.47 million in second quarter 2025 from $626.98 million in second quarter 2024. Residential purchase activity was 92.37% of production volume in the second quarter of 2025 compared to 94.85% in second quarter 2024.
    • At 3.13%, gross margins on residential mortgage sales decreased 5 basis points from the linked quarter and 15 basis points from 3.28% in second quarter 2024.

    Quarterly Noninterest Expense:

    • Total noninterest expense was $150.67 million compared to $123.98 million in 2024, an increase of $26.68 million, or 21.52%. This increase was primarily attributable to acquisition-related expenses and growth in salaries and employee benefits.
    • The April 2025 acquisition of Village and the acquisition of Old Point Financial Corporation expected to be completed third quarter 2025, resulted in $18.74 million in acquisition-related expenses in the quarter.
    • Salaries and benefits expense increased $7.01 million, driven by annual base salary adjustments that went into effect October 2024, higher production incentives, and an increase in banking personnel, primarily related to the Village acquisition.

    Consolidated Balance Sheet Highlights:

    • Total assets were $18.26 billion for the quarter ended June 30, 2025, a $0.75 billion increase compared to $17.51 billion at March 31, 2025. Total assets increased $1.20 billion, or 7.01%, from $17.07 billion at June 30, 2024.
    • Loans held for investment increased $0.91 billion, or 7.93%, compared to prior year and $0.71 billion, or 6.07%, compared to the linked quarter. The Company continues to maintain a strong credit discipline.
    • Mortgage loans held for sale increased $37.98 million, or 18.92%, compared to prior year and $70.23 million, or 41.68%, compared to the linked quarter, driven by production levels.
    • Total deposits increased $1.06 billion, or 7.40%, driven by interest-bearing demand deposits, compared to prior year. In the linked quarter comparison, total deposits increased $0.72 billion, or 4.93%.
    • Noninterest-bearing deposits increased $450.57 million, or 10.47%, compared to prior year and $440.79 million, or 10.22%, compared to the linked quarter.
    • Total borrowings decreased $1.05 million, or 0.36%, compared to second quarter 2024 but increased $10.01 million, or 3.52%, compared to the linked quarter, due to acquired FHLB borrowings and subordinated debt.

    Investment Securities:

    • Total investment securities were $2.78 billion compared to $2.70 billion at March 31, 2025 and $2.49 billion at June 30, 2024. The weighted average duration of the portfolio at June 30, 2025 was 3.2 years. The carrying value of the available-for-sale debt securities portfolio included net unrealized losses of $113.14 million at June 30, 2025, compared to $119.25 million at March 31, 2025 and $172.93 million at June 30, 2024, with the changes in fair value due to the change in interest rates.

    Loans and Asset Quality:

    • Total loans held for investment were $12.36 billion at June 30, 2025, $11.65 billion at March 31, 2025, and $11.45 billion at June 30, 2024. Excluding loans acquired in the quarter, total loans would have increased $331.35 million, or 2.89%, compared to the prior year and $130.35 million, or 4.49% on an annualized basis, compared to the linked quarter. Real estate construction and development loans declined compared to the prior year, but were offset by increases in non-owner and owner occupied real estate and multifamily commercial real estate.
    • Nonperforming assets were $9.29 million, or 0.05% of total assets, compared to $7.16 million, or 0.04%, at June 30, 2024, and $7.37 million, or 0.04%, at the linked quarter end.
    • Nonperforming loans were 0.06% of period end loans at June 30, 2025, June 30, 2024, and the linked quarter end.
    • Foreclosed property consisted of $966 thousand in other real estate owned and $340 thousand in repossessed autos, for a total of $1.31 million in foreclosed property at June 30, 2025, compared to $581 thousand in repossessed autos, for a total of $581 thousand in foreclosed property at June 30, 2024.

    Deposits and Borrowings:

    • Total deposits were $15.33 billion compared to $14.61 billion at March 31, 2025 and $14.27 billion at June 30, 2024. Excluding $0.64 billion in acquired deposits, total deposits would have increased $418.64 million, or 2.93%, compared to the prior year and $82.68 million, or 2.27% on an annualized basis, compared to the linked quarter.
    • The ratio of period end loans held for investment to deposits was 80.63% compared to 79.77% at March 31, 2025 and 80.24% at June 30, 2024.
    • Noninterest-bearing deposits were 31.02% of total deposits at June 30, 2025 compared to 29.53% at March 31, 2025 and 30.15% at June 30, 2024. Noninterest-bearing deposits increased $450.57 million, or 10.47%, compared to June 30, 2024, and $440.79 million, or 10.22%, compared to the linked quarter.
    • Total borrowings were $294.12 million compared to $284.10 million at March 31, 2025 and $295.17 million at June 30, 2024.

    Capital:

    • Common equity tier 1 capital ratio of 11.77%(1).
    • Tier 1 leverage capital ratio of 9.93%(1).
    • Tier 1 risk-based capital ratio of 11.82%(1).
    • Total risk-based capital ratio of 14.49% (1) .
    • Book value per common share was $29.58 compared to $29.19 at March 31, 2025 and $27.62 at June 30, 2024.
    • Tangible book value per common share (non-GAAP) was $21.98 compared to $22.36 at March 31, 2025 and $20.65 at June 30, 2024.

    (1) Preliminary.

    About TowneBank:
    Founded in 1999, TowneBank is a company built on relationships, offering a full range of banking and other financial services, with a focus of serving others and enriching lives. Dedicated to a culture of caring, Towne values all employees and members by embracing their diverse talents, perspectives, and experiences.

    Today, TowneBank operates over 55 banking offices throughout Hampton Roads and Central Virginia, as well as Northeastern and Central North Carolina – serving as a local leader in promoting the social, cultural, and economic growth in each community. Towne offers a competitive array of business and personal banking solutions, delivered with only the highest ethical standards. Experienced local bankers providing a higher level of expertise and personal attention with local decision-making are key to the TowneBank strategy. TowneBank has grown its capabilities beyond banking to provide expertise through its affiliated companies that include Towne Wealth Management, Towne Insurance Agency, Towne Benefits, TowneBank Mortgage, TowneBank Commercial Mortgage, Berkshire Hathaway HomeServices RW Towne Realty, Towne 1031 Exchange, and Towne Vacations. With total assets of $18.26 billion as of June 30, 2025, TowneBank is one of the largest banks headquartered in Virginia.

    Non-GAAP Financial Measures:
    This press release contains certain financial measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Such non-GAAP financial measures include the following: fully tax-equivalent net interest margin, core operating earnings, core net income, tangible book value per common share, total risk-based capital ratio, tier one leverage ratio, tier one capital ratio, and the tangible common equity to tangible assets ratio. Management uses these non-GAAP financial measures to assess the performance of TowneBank’s core business and the strength of its capital position. Management believes that these non-GAAP financial measures provide meaningful additional information about TowneBank to assist investors in evaluating operating results, financial strength, and capitalization. The non-GAAP financial measures should be considered as additional views of the way our financial measures are affected by significant charges for credit costs and other factors. These non-GAAP financial measures should not be considered as a substitute for operating results determined in accordance with GAAP and may not be comparable to other similarly titled measures of other companies. The computations of the non-GAAP financial measures used in this presentation are referenced in a footnote or in the appendix to this presentation.

    Forward-Looking Statements:
    This press release contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, but instead represent only the beliefs, expectations, or opinions of TowneBank and its management regarding future events, many of which, by their nature, are inherently uncertain. Forward-looking statements may be identified by the use of such words as: “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning, or future or conditional terms, such as “will,” “would,” “should,” “could,” “may,” “likely,” “probably,” or “possibly.” These statements may address issues that involve significant risks, uncertainties, estimates, and assumptions made by management. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, competitive pressures in the banking industry that may increase significantly; changes in the interest rate environment that may reduce margins and/or the volumes and values of loans made or held as well as the value of other financial assets held; an unforeseen outflow of cash or deposits or an inability to access the capital markets, which could jeopardize our overall liquidity or capitalization; changes in the creditworthiness of customers and the possible impairment of the collectability of loans; insufficiency of our allowance for credit losses due to market conditions, inflation, changing interest rates or other factors; adverse developments in the financial industry generally, such as the 2023 bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior; general economic conditions, either nationally or regionally, that may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit or other services; geopolitical instability, including wars, conflicts, trade restrictions and tariffs, civil unrest, and terrorist attacks and the potential impact, directly or indirectly, on our business; the effects of weather-related or natural disasters, which may negatively affect our operations and/or our loan portfolio and increase our cost of conducting business; public health events (such as the COVID-19 pandemic) and governmental and societal responses to them; changes in the legislative or regulatory environment, including changes in accounting standards and tax laws, that may adversely affect our business; our ability to successfully integrate the businesses from recently completed and pending acquisitions, including our pending merger with Old Point Financial Corporation (“Old Point”), to the extent that it may take longer or be more difficult, time-consuming, or costly to accomplish than expected; our ability to close the transaction with Old Point when expected or at all because required approvals and other conditions to closing are not received or satisfied on the proposed terms or on the anticipated schedule; deposit attrition, operating costs, customer losses, and business disruption associated with recently completed or pending acquisitions, including reputational risk and adverse effects on relationships with employees, customers or other business partners, that may be greater than expected; costs or difficulties related to the integration of the businesses we have acquired that may be greater than expected; expected growth opportunities or cost savings associated with recently completed or pending acquisitions may not be fully realized or realized within the expected time frame; the diversion of management’s attention and time from ongoing business operations and opportunities on merger related matters; cybersecurity threats or attacks, whether directed at us or at vendors or other third parties with which we interact, the implementation of new technologies, and the ability to develop and maintain reliable electronic systems; our competitors may have greater financial resources and develop products that enable them to compete more successfully; changes in business conditions; changes in the securities market; and changes in our local economy with regard to our market area, including any adverse impact of actual and proposed cuts to federal spending, including defense, security and military spending, on the Greater Hampton Roads economy. Any forward-looking statements made by us or on our behalf speak only as of the date they are made or as of the date indicated, and we do not undertake any obligation to update forward-looking statements as a result of new information, future events, or otherwise. For additional information on factors that could materially influence forward-looking statements included in this report, see the “Risk Factors” in TowneBank’s Annual Report on Form 10-K for the year ended December 31, 2024 and related disclosures in other filings that have been, or will be, filed by TowneBank with the Federal Deposit Insurance Corporation.

    Media contact:
    G. Robert Aston, Jr., Executive Chairman, 757-638-6780
    William I. Foster III, President and Chief Executive Officer, 757-417-6482

    Investor contact:
    William B. Littreal, Chief Financial Officer, 757-638-6813

    TOWNEBANK
    Selected Financial Highlights (unaudited)
    (dollars in thousands, except per share data)
         
        Three Months Ended
        June 30,   March 31,   December 31,   September 30,   June 30,
        2025       2025       2024       2024       2024  
    Income and Performance Ratios:                  
      Total revenue $ 207,442     $ 192,044     $ 177,160     $ 174,518     $ 174,970  
      Net income   39,269       50,887       41,441       43,126       43,039  
      Net income available to common shareholders   38,837       50,592       41,265       42,949       42,856  
      Net income per common share – diluted   0.51       0.67       0.55       0.57       0.57  
      Book value per common share   29.58       29.19       28.43       28.59       27.62  
      Book value per common share – tangible (non-GAAP)   21.98       22.36       21.55       21.65       20.65  
      Return on average assets   0.86 %     1.19 %     0.95 %     1.00 %     1.01 %
      Return on average assets – tangible (non-GAAP)   0.96 %     1.29 %     1.03 %     1.09 %     1.11 %
      Return on average equity   7.12 %     9.50 %     7.64 %     8.12 %     8.43 %
      Return on average equity – tangible (non-GAAP)   10.39 %     13.08 %     10.68 %     11.42 %     12.03 %
      Return on average common equity   7.14 %     9.57 %     7.70 %     8.18 %     8.49 %
      Return on average common equity – tangible (non-GAAP)   10.44 %     13.21 %     10.79 %     11.54 %     12.16 %
      Noninterest income as a percentage of total revenue   33.85 %     37.27 %     33.36 %     35.66 %     37.68 %
    Regulatory Capital Ratios (1):                  
      Common equity tier 1   11.77 %     12.75 %     12.77 %     12.63 %     12.43 %
      Tier 1   11.82 %     12.87 %     12.89 %     12.76 %     12.55 %
      Total   14.49 %     15.65 %     15.68 %     15.54 %     15.34 %
      Tier 1 leverage ratio   9.93 %     10.61 %     10.36 %     10.38 %     10.25 %
    Asset Quality:                  
      Allowance for credit losses on loans to nonperforming loans 16.81x   19.15x   16.69x   18.70x   19.08x
      Allowance for credit losses on loans to period end loans   1.09 %     1.08 %     1.08 %     1.08 %     1.10 %
      Nonperforming loans to period end loans   0.06 %     0.06 %     0.06 %     0.06 %     0.06 %
      Nonperforming assets to period end assets   0.05 %     0.04 %     0.05 %     0.04 %     0.04 %
      Net charge-offs (recoveries) to average loans (annualized)   %     0.02 %     0.01 %     0.02 %     %
      Net charge-offs (recoveries) $ 19     $ 626     $ 382     $ 677     $ (19 )
                         
      Nonperforming loans $ 7,982     $ 6,586     $ 7,424     $ 6,588     $ 6,582  
      Foreclosed property   1,306       786       443       884       581  
      Total nonperforming assets $ 9,288     $ 7,372     $ 7,867     $ 7,472     $ 7,163  
      Loans past due 90 days and still accruing interest $ 210     $ 15     $ 1,264     $ 510     $ 368  
      Allowance for credit losses on loans $ 134,187     $ 126,131     $ 123,923     $ 123,191     $ 125,552  
    Mortgage Banking:                  
      Loans originated, mortgage $ 494,108     $ 300,699     $ 385,238     $ 421,571     $ 430,398  
      Loans originated, joint venture   177,359       144,495       180,188       176,612       196,583  
      Total loans originated $ 671,467     $ 445,194     $ 565,426     $ 598,183     $ 626,981  
      Number of loans originated   1,750       1,181       1,489       1,637       1,700  
      Number of originators   166       161       160       159       169  
      Purchase %   92.37 %     89.94 %     89.46 %     91.49 %     94.85 %
      Loans sold $ 596,009     $ 475,518     $ 629,120     $ 526,998     $ 605,134  
      Rate lock asset $ 2,186     $ 1,880     $ 1,150     $ 1,548     $ 1,930  
      Gross realized gain on sales and fees as a % of loans originated   3.13 %     3.18 %     3.25 %     3.28 %     3.28 %
    Other Ratios:                  
      Net interest margin   3.38 %     3.14 %     2.99 %     2.90 %     2.86 %
      Net interest margin-fully tax-equivalent (non-GAAP)   3.40 %     3.17 %     3.02 %     2.93 %     2.89 %
      Average earning assets/total average assets   90.23 %     90.32 %     90.57 %     90.43 %     90.36 %
      Average loans/average deposits   81.09 %     80.01 %     78.71 %     80.07 %     80.80 %
      Average noninterest deposits/total average deposits   30.88 %     29.68 %     30.14 %     30.19 %     30.06 %
      Period end equity/period end total assets   12.26 %     12.66 %     12.50 %     12.58 %     12.24 %
      Efficiency ratio (non-GAAP)   70.71 %     67.10 %     70.28 %     70.93 %     68.98 %
      (1) Current reporting period regulatory capital ratios are preliminary.            
    TOWNEBANK
    Selected Data (unaudited)
    (dollars in thousands)
     
    Investment Securities             % Change
      Q2   Q2   Q1   Q2 25 vs.   Q2 25 vs.
    Available-for-sale securities, at fair value   2025       2024       2025     Q2 24   Q1 25
    U.S. agency securities $ 345,808     $ 281,934     $ 320,190     22.66 %   8.00 %
    U.S. Treasury notes   78,746       27,701       78,184     184.27 %   0.72 %
    Municipal securities   438,490       442,474       439,379     (0.90 )%   (0.20 )%
    Trust preferred and other corporate securities   115,126       88,228       98,463     30.49 %   16.92 %
    Mortgage-backed securities issued by GSEs and GNMA   1,577,325       1,411,883       1,535,217     11.72 %   2.74 %
    Allowance for credit losses   (1,520 )     (1,541 )     (1,262 )   (1.36 )%   20.44 %
    Total $ 2,553,975     $ 2,250,679     $ 2,470,171     13.48 %   3.39 %
    Gross unrealized gains (losses) reflected in financial statements            
    Total gross unrealized gains $ 6,048     $ 1,983     $ 5,909     204.99 %   2.35 %
    Total gross unrealized losses   (119,186 )     (174,911 )     (125,156 )   (31.86 )%   (4.77 )%
    Net unrealized gains (losses) and other adjustments on AFS securities $ (113,138 )   $ (172,928 )   $ (119,247 )   (34.58 )%   (5.12 )%
    Held-to-maturity securities, at amortized cost                  
    U.S. agency securities $ 92,973     $ 102,234     $ 92,805     (9.06 )%   0.18 %
    U.S. Treasury notes   96,250       97,171       96,481     (0.95 )%   (0.24 )%
    Municipal securities   5,414       5,318       5,390     1.81 %   0.45 %
    Trust preferred corporate securities   2,094       2,147       2,107     (2.47 )%   (0.62 )%
    Mortgage-backed securities issued by GSEs   5,201       5,618       5,235     (7.42 )%   (0.65 )%
    Allowance for credit losses   (67 )     (79 )     (68 )   (15.19 )%   (1.47 )%
    Total $ 201,865     $ 212,409     $ 201,950     (4.96 )%   (0.04 )%
                       
    Total gross unrealized gains $ 214     $ 175     $ 176     22.29 %   21.59 %
    Total gross unrealized losses   (5,148 )     (12,880 )     (6,563 )   (60.03 )%   (21.56 )%
    Net unrealized gains (losses) in HTM securities $ (4,934 )   $ (12,705 )   $ (6,387 )   (61.16 )%   (22.75 )%
    Total unrealized gains (losses) on AFS and HTM securities $ (118,072 )   $ (185,633 )   $ (125,634 )   (36.39 )%   (6.02 )%
                  % Change
    Loans Held For Investment Q2   Q2   Q1   Q2 25 vs.   Q2 25 vs.
        2025       2024       2025     Q2 24   Q1 25
    Real estate – construction and development $ 1,072,625     $ 1,190,768     $ 1,006,086     (9.92 )%   6.61 %
    Commercial real estate – owner occupied   1,815,900       1,673,582       1,654,401     8.50 %   9.76 %
    Commercial real estate – non-owner occupied   3,557,175       3,155,958       3,329,728     12.71 %   6.83 %
    Real estate – multifamily   887,083       682,537       841,330     29.97 %   5.44 %
    Residential 1-4 family   1,997,395       1,887,420       1,886,107     5.83 %   5.90 %
    HELOC   480,610       408,273       429,152     17.72 %   11.99 %
    Commercial and industrial business (C&I)   1,370,564       1,297,538       1,337,254     5.63 %   2.49 %
    Government   510,902       517,954       511,676     (1.36 )%   (0.15 )%
    Indirect   579,041       558,216       570,795     3.73 %   1.44 %
    Consumer loans and other   88,378       79,501       86,217     11.17 %   2.51 %
    Total $ 12,359,673     $ 11,451,747     $ 11,652,746     7.93 %   6.07 %
                       
                  % Change
    Deposits Q2   Q2   Q1   Q2 25 vs.   Q2 25 vs.
        2025       2024       2025     Q2 24   Q1 25
    Noninterest-bearing demand $ 4,754,340     $ 4,303,773     $ 4,313,553     10.47 %   10.22 %
    Interest-bearing:                  
    Demand and money market accounts   7,654,317       6,940,086       7,463,355     10.29 %   2.56 %
    Savings   332,108       312,881       312,151     6.15 %   6.39 %
    Certificates of deposits   2,587,951       2,715,848       2,519,489     (4.71 )%   2.72 %
    Total   15,328,716       14,272,588       14,608,548     7.40 %   4.93 %
    TOWNEBANK
    Average Balances, Yields and Rate Paid (unaudited)
    (dollars in thousands)
     
      Three Months Ended   Three Months Ended   Three Months Ended
      June 30, 2025   March 31, 2025   June 30, 2024
          Interest   Average       Interest   Average       Interest   Average
      Average   Income/   Yield/   Average   Income/   Yield/   Average   Income/   Yield/
      Balance   Expense   Rate (1)   Balance   Expense   Rate (1)   Balance   Expense   Rate (1)
    Assets:                                  
    Loans (net of unearned income and deferred costs) $ 12,304,172     $ 170,520     5.56 %   $ 11,527,915     $ 153,068     5.38 %   $ 11,471,669     $ 155,374     5.45 %
    Taxable investment securities   2,598,093       23,361     3.60 %     2,478,048       21,301     3.44 %     2,368,476       21,671     3.66 %
    Tax-exempt investment securities   172,083       1,802     4.19 %     176,081       1,860     4.23 %     156,503       1,521     3.89 %
    Total securities   2,770,176       25,163     3.63 %     2,654,129       23,161     3.49 %     2,524,979       23,192     3.67 %
    Interest-bearing deposits   1,045,727       10,241     3.93 %     1,199,650       11,801     3.99 %     1,182,816       14,512     4.93 %
    Mortgage loans held for sale   172,102       2,770     6.44 %     164,358       2,653     6.46 %     165,392       2,945     7.12 %
    Total earning assets   16,292,177       208,694     5.14 %     15,546,052       190,683     4.97 %     15,344,856       196,023     5.14 %
    Less: allowance for loan losses   (131,837 )             (124,265 )             (126,792 )        
    Total nonearning assets   1,896,640               1,790,075               1,764,418          
    Total assets $ 18,056,980             $ 17,211,862             $ 16,982,482          
    Liabilities and Equity:                                  
    Interest-bearing deposits                                  
    Demand and money market $ 7,590,290     $ 42,054     2.22 %   $ 7,279,365     $ 40,606     2.26 %   $ 6,896,176     $ 48,161     2.81 %
    Savings   337,807       704     0.84 %     312,118       714     0.93 %     317,774       845     1.07 %
    Certificates of deposit   2,560,313       25,394     3.98 %     2,540,438       25,813     4.12 %     2,715,615       33,017     4.89 %
    Total interest-bearing deposits   10,488,410       68,152     2.61 %     10,131,921       67,133     2.69 %     9,929,565       82,023     3.32 %
    Borrowings   34,799       (341 )   (3.88 )%     29,606       (300 )   (4.05 )%     100,165       1,627     6.43 %
    Subordinated debt, net   272,448       2,609     3.83 %     260,070       2,304     3.54 %     256,093       2,236     3.49 %
    Total interest-bearing liabilities   10,795,657       70,420     2.62 %     10,421,597       69,137     2.69 %     10,285,823       85,886     3.36 %
    Demand deposits   4,685,835               4,276,586               4,267,590          
    Other noninterest-bearing liabilities   387,166               353,665               383,447          
    Total liabilities   15,868,658               15,051,848               14,936,860          
    Shareholders’ equity   2,188,322               2,160,014               2,045,622          
    Total liabilities and equity $ 18,056,980             $ 17,211,862             $ 16,982,482          
    Net interest income (tax-equivalent basis) (4)     $ 138,274             $ 121,546             $ 110,137      
    Reconciliation of Non-GAAP Financial Measures                                
                                       
    Tax-equivalent basis adjustment       (1,061 )             (1,068 )             (1,089 )    
    Net interest income (GAAP)     $ 137,213             $ 120,478             $ 109,048      
                                       
    Interest rate spread (2)(4)         2.52 %           2.28 %           1.78 %
    Interest expense as a percent of average earning assets       1.73 %           1.80 %           2.25 %
    Net interest margin (tax-equivalent basis) (3)(4)       3.40 %           3.17 %           2.89 %
    Total cost of deposits         1.80 %           1.89 %           2.32 %
                                       

    (1) Yields and interest income are presented on a tax-equivalent basis using the federal statutory tax rate of 21%.
    (2) Interest spread is the average yield earned on earning assets less the average rate paid on interest-bearing liabilities. Fully tax-equivalent.
    (3) Net interest margin is net interest income expressed as a percentage of average earning assets. Fully tax-equivalent.
    (4) Non-GAAP.

    TOWNEBANK
    Average Balances, Yields and Rate Paid (unaudited)
    (dollars in thousands)
     
      Six Months Ended   Six Months Ended
      June 30, 2025   June 30, 2024
          Interest   Average       Interest   Average
      Average   Income/   Yield/   Average   Income/   Yield/
      Balance   Expense   Rate (1)   Balance   Expense   Rate (1)
    Assets:                      
    Loans (net of unearned income and deferred costs) $ 11,918,188     $ 323,586     5.48 %   $ 11,425,496     $ 307,186     5.41 %
    Taxable investment securities   2,538,402       44,662     3.52 %     2,404,564       40,385     3.36 %
    Tax-exempt investment securities   174,071       3,663     4.21 %     159,021       3,071     3.86 %
    Total securities   2,712,473       48,325     3.56 %     2,563,585       43,456     3.39 %
    Interest-bearing deposits   1,122,263       22,042     3.96 %     1,175,069       28,746     4.92 %
    Mortgage loans held for sale   168,251       5,423     6.45 %     141,130       4,661     6.61 %
    Total earning assets   15,921,175       399,376     5.06 %     15,305,280       384,049     5.05 %
    Less: allowance for loan losses   (128,072 )             (127,102 )        
    Total nonearning assets   1,843,652               1,745,180          
    Total assets $ 17,636,755             $ 16,923,358          
    Liabilities and Equity:                      
    Interest-bearing deposits                      
    Demand and money market $ 7,435,687     $ 82,659     2.24 %   $ 6,862,115     $ 96,146     2.82 %
    Savings   325,033       1,419     0.88 %     323,405       1,726     1.07 %
    Certificates of deposit   2,550,430       51,207     4.05 %     2,649,777       62,539     4.75 %
    Total interest-bearing deposits   10,311,150       135,285     2.65 %     9,835,297       160,411     3.28 %
    Borrowings   32,217       (642 )   (3.96 )%     156,270       4,705     5.95 %
    Subordinated debt, net   266,293       4,913     3.69 %     255,986       4,472     3.49 %
    Total interest-bearing liabilities   10,609,660       139,556     2.65 %     10,247,553       169,588     3.33 %
    Demand deposits   4,482,341               4,245,847          
    Other noninterest-bearing liabilities   370,508               387,010          
    Total liabilities   15,462,509               14,880,410          
    Shareholders’ equity   2,174,246               2,042,948          
    Total liabilities and equity $ 17,636,755             $ 16,923,358          
    Net interest income (tax-equivalent basis)(4)     $ 259,820             $ 214,461      
    Reconciliation of Non-GAAP Financial Measures                    
    Tax-equivalent basis adjustment       (2,129 )             (2,195 )    
    Net interest income (GAAP)     $ 257,691             $ 212,266      
                           
    Interest rate spread (2)(4)         2.41 %           1.72 %
    Interest expense as a percent of average earning assets       1.77 %           2.23 %
    Net interest margin (tax-equivalent basis) (3)(4)       3.29 %           2.82 %
    Total cost of deposits         1.84 %           2.29 %
                           
    (1) Yields and interest income are presented on a tax-equivalent basis using the federal statutory rate of 21%.
    (2) Interest spread is the average yield earned on earning assets less the average rate paid on interest-bearing liabilities. Fully tax-equivalent.
    (3) Net interest margin is net interest income expressed as a percentage of average earning assets. Fully tax-equivalent.
    (4) Non-GAAP.
    TOWNEBANK
    Consolidated Balance Sheets
    (dollars in thousands, except share data)
       
         
      June 30,   December 31,
        2025       2024  
      (unaudited)   (audited)
    ASSETS      
    Cash and due from banks $ 149,462     $ 108,750  
    Interest-bearing deposits at FRB   838,315       1,127,878  
    Interest-bearing deposits in financial institutions   123,911       102,847  
    Total Cash and Cash Equivalents   1,111,688       1,339,475  
    Securities available for sale, at fair value (amortized cost of $2,668,633 and $2,509,970, and allowance for credit losses of $1,520 and $1,326 at June 30, 2025 and December 31, 2024, respectively)   2,553,975       2,353,365  
    Securities held to maturity, at amortized cost (fair value of $196,998 and $203,883 at June 30, 2025 and December 31, 2024, respectively)   201,932       212,352  
    Less: allowance for credit losses   (67 )     (77 )
    Securities held to maturity, net of allowance for credit losses   201,865       212,275  
    Other equity securities   12,248       12,100  
    FHLB stock   13,428       12,136  
    Total Securities   2,781,516       2,589,876  
    Mortgage loans held for sale   238,742       200,460  
    Loans, net of unearned income and deferred costs   12,359,673       11,459,055  
    Less: allowance for credit losses on loans   (134,187 )     (123,923 )
    Net Loans   12,225,486       11,335,132  
    Premises and equipment, net   392,056       368,876  
    Goodwill   499,709       457,619  
    Other intangible assets, net   74,186       60,171  
    BOLI   295,434       279,802  
    Other assets   645,779       615,479  
    TOTAL ASSETS $ 18,264,596     $ 17,246,890  
           
    LIABILITIES AND EQUITY      
    Deposits:      
    Noninterest-bearing demand $ 4,754,340     $ 4,253,053  
    Interest-bearing:      
    Demand and money market accounts   7,654,317       7,329,669  
    Savings   332,108       311,841  
    Certificates of deposit   2,587,951       2,542,735  
    Total Deposits   15,328,716       14,437,298  
    Advances from the FHLB   12,838       3,218  
    Subordinated debt, net   260,430       260,001  
    Repurchase agreements and other borrowings   20,847       33,683  
    Total Borrowings   294,115       296,902  
    Other liabilities   402,823       357,063  
    TOTAL LIABILITIES   16,025,654       15,091,263  
    Preferred stock, authorized and unissued shares – 2,000,000          
    Common stock, $1.667 par value: 150,000,000 shares authorized;      
    75,421,737 and 75,255,205 shares issued at      
    June 30, 2025 and December 31, 2024, respectively   125,728       125,455  
    Capital surplus   1,130,728       1,122,147  
    Retained earnings   1,057,992       1,007,775  
    Common stock issued to deferred compensation trust, at cost:      
    1,107,681 and 1,046,121 shares at June 30, 2025 and December 31, 2024, respectively   (23,977 )     (21,868 )
    Deferred compensation trust   23,977       21,868  
    Accumulated other comprehensive income (loss)   (83,103 )     (116,045 )
    TOTAL SHAREHOLDERS’ EQUITY   2,231,345       2,139,332  
    Noncontrolling interest   7,597       16,295  
    TOTAL EQUITY   2,238,942       2,155,627  
    TOTAL LIABILITIES AND EQUITY $ 18,264,596     $ 17,246,890  
     
    TOWNEBANK
    Consolidated Statements of Income (unaudited)
    (dollars in thousands, except per share data)
                   
                   
      Three Months Ended   Six Months Ended
      June 30,   June 30,
        2025       2024       2025       2024  
    INTEREST INCOME:              
    Loans, including fees $ 169,772     $ 154,549     $ 322,093     $ 305,523  
    Investment securities   24,850       22,928       47,689       42,924  
    Interest-bearing deposits in financial institutions and federal funds sold   10,241       14,512       22,042       28,746  
    Mortgage loans held for sale   2,770       2,945       5,423       4,661  
    Total interest income   207,633       194,934       397,247       381,854  
    INTEREST EXPENSE:              
    Deposits   68,152       82,023       135,285       160,411  
    Advances from the FHLB   124       942       149       3,380  
    Subordinated debt, net   2,609       2,236       4,913       4,472  
    Repurchase agreements and other borrowings   (465 )     685       (791 )     1,325  
    Total interest expense   70,420       85,886       139,556       169,588  
    Net interest income   137,213       109,048       257,691       212,266  
    PROVISION FOR CREDIT LOSSES   6,410       (177 )     8,830       (1,054 )
    Net interest income after provision for credit losses   130,803       109,225       248,861       213,320  
    NONINTEREST INCOME:              
    Residential mortgage banking income, net   13,561       13,422       23,922       23,899  
    Insurance commissions and related income, net   25,677       24,031       52,102       49,570  
    Property management income, net   15,556       14,312       35,056       31,085  
    Service charges on deposit accounts   3,642       3,353       6,969       6,431  
    Credit card merchant fees, net   1,794       1,662       3,491       3,213  
    Investment commissions, net   3,158       2,580       6,233       4,923  
    BOLI   1,992       3,238       3,864       5,080  
    Gain on sale of equity investment               2,000        
    Other income   4,849       3,324       8,158       5,531  
    Net gain on investment securities                     74  
    Total noninterest income   70,229       65,922       141,795       129,806  
    NONINTEREST EXPENSE:              
    Salaries and employee benefits   78,362       71,349       153,440       142,726  
    Occupancy   9,791       9,717       19,124       19,139  
    Furniture and equipment   4,770       4,634       9,392       9,112  
    Amortization – intangibles   3,979       3,298       7,005       6,544  
    Software   6,835       7,056       13,128       13,156  
    Data processing   4,510       4,606       8,344       8,522  
    Professional fees   2,539       3,788       5,192       6,968  
    Advertising and marketing   3,228       3,524       7,701       8,106  
    FDIC and other insurance   3,032       2,133       5,893       6,491  
    Acquisition related expenses   18,737       19       19,157       614  
    Other expenses   14,882       13,860       32,825       28,197  
    Total noninterest expense   150,665       123,984       281,201       249,575  
    Income before income tax expense and noncontrolling interest   50,367       51,163       109,455       93,551  
    Provision for income tax expense   11,098       8,124       19,299       15,385  
    Net income $ 39,269     $ 43,039     $ 90,156     $ 78,166  
    Net income attributable to noncontrolling interest   (432 )     (183 )     (727 )     (623 )
    Net income attributable to TowneBank $ 38,837     $ 42,856     $ 89,429     $ 77,543  
    Per common share information              
    Basic earnings $ 0.52     $ 0.57     $ 1.19     $ 1.04  
    Diluted earnings $ 0.51     $ 0.57     $ 1.19     $ 1.03  
    Cash dividends declared $ 0.27     $ 0.25     $ 0.52     $ 0.50  
    TOWNEBANK
    Consolidated Balance Sheets – Five Quarter Trend
    (dollars in thousands, except share data)
     
                       
      June 30,   March 31,   December 31,   September 30,   June 30,
        2025       2025       2024       2024       2024  
      (unaudited)   (unaudited)   (audited)   (unaudited)   (unaudited)
    ASSETS                  
    Cash and due from banks $ 149,462     $ 126,526     $ 108,750     $ 131,068     $ 140,028  
    Interest-bearing deposits at FRB   838,315       1,090,555       1,127,878       1,061,596       1,062,115  
    Interest-bearing deposits in financial institutions   123,911       100,249       102,847       103,400       99,303  
    Total Cash and Cash Equivalents   1,111,688       1,317,330       1,339,475       1,296,064       1,301,446  
    Securities available for sale   2,553,975       2,470,171       2,353,365       2,363,176       2,250,679  
    Securities held to maturity   201,932       202,018       212,352       212,422       212,488  
    Less: allowance for credit losses   (67 )     (68 )     (77 )     (77 )     (79 )
    Securities held to maturity, net of allowance for credit losses   201,865       201,950       212,275       212,345       212,409  
    Other equity securities   12,248       12,223       12,100       12,681       13,566  
    FHLB stock   13,428       12,425       12,136       12,134       12,134  
    Total Securities   2,781,516       2,696,769       2,589,876       2,600,336       2,488,788  
    Mortgage loans held for sale   238,742       168,510       200,460       264,320       200,762  
    Loans, net of unearned income and deferred costs   12,359,673       11,652,746       11,459,055       11,412,518       11,451,747  
    Less: allowance for credit losses   (134,187 )     (126,131 )     (123,923 )     (123,191 )     (125,552 )
    Net Loans   12,225,486       11,526,615       11,335,132       11,289,327       11,326,195  
    Premises and equipment, net   392,056       373,111       368,876       365,764       340,348  
    Goodwill   499,709       457,619       457,619       457,619       457,619  
    Other intangible assets, net   74,186       57,145       60,171       63,265       65,460  
    BOLI   295,434       280,344       279,802       279,325       277,434  
    Other assets   645,779       634,437       615,479       572,000       610,791  
    TOTAL ASSETS $ 18,264,596     $ 17,511,880     $ 17,246,890     $ 17,188,020     $ 17,068,843  
    LIABILITIES AND EQUITY                  
    Deposits:                  
    Noninterest-bearing demand $ 4,754,340     $ 4,313,553     $ 4,253,053     $ 4,267,628     $ 4,303,773  
    Interest-bearing:                  
    Demand and money market accounts   7,654,317       7,463,355       7,329,669       6,990,103       6,940,086  
    Savings   332,108       312,151       311,841       319,970       312,881  
    Certificates of deposit   2,587,951       2,519,489       2,542,735       2,785,469       2,715,848  
    Total Deposits   15,328,716       14,608,548       14,437,298       14,363,170       14,272,588  
    Advances from the FHLB   12,838       3,029       3,218       3,405       3,591  
    Subordinated debt, net   260,430       260,198       260,001       256,444       256,227  
    Repurchase agreements and other borrowings   20,847       20,875       33,683       30,970       35,351  
    Total Borrowings   294,115       284,102       296,902       290,819       295,169  
    Other liabilities   402,823       402,252       357,063       371,316       411,770  
    TOTAL LIABILITIES   16,025,654       15,294,902       15,091,263       15,025,305       14,979,527  
                       
    Preferred stock                            
    Common stock, $1.667 par value   125,728       125,679       125,455       125,139       125,090  
    Capital surplus   1,131,536       1,123,330       1,122,147       1,117,279       1,115,759  
    Retained earnings   1,057,184       1,039,518       1,007,775       985,343       961,162  
    Common stock issued to deferred compensation                  
    trust, at cost   (23,977 )     (21,969 )     (21,868 )     (22,224 )     (22,756 )
    Deferred compensation trust   23,977       21,969       21,868       22,224       22,756  
    Accumulated other comprehensive income (loss)   (83,103 )     (87,869 )     (116,045 )     (81,482 )     (129,224 )
    TOTAL SHAREHOLDERS’ EQUITY   2,231,345       2,200,658       2,139,332       2,146,279       2,072,787  
    Noncontrolling interest   7,597       16,320       16,295       16,436       16,529  
    TOTAL EQUITY   2,238,942       2,216,978       2,155,627       2,162,715       2,089,316  
    TOTAL LIABILITIES AND EQUITY $ 18,264,596     $ 17,511,880     $ 17,246,890     $ 17,188,020     $ 17,068,843  
    TOWNEBANK
    Consolidated Statements of Income – Five Quarter Trend (unaudited)
    (dollars in thousands, except share data)
       
       
      Three Months Ended
      June 30,   March 31,   December 31,   September 30,   June 30,
        2025       2025       2024       2024       2024  
    INTEREST INCOME:                  
    Loans, including fees $ 169,772     $ 152,322     $ 154,933     $ 155,792     $ 154,549  
    Investment securities   24,850       22,839       22,236       22,334       22,928  
    Interest-bearing deposits in financial institutions and federal funds sold   10,241       11,801       15,796       15,249       14,512  
    Mortgage loans held for sale   2,770       2,653       3,087       3,247       2,945  
    Total interest income   207,633       189,615       196,052       196,622       194,934  
    INTEREST EXPENSE:                  
    Deposits   68,152       67,133       75,885       82,128       82,023  
    Advances from the FHLB   124       25       26       29       942  
    Subordinated debt, net   2,609       2,304       2,261       2,237       2,236  
    Repurchase agreements and other borrowings   (465 )     (325 )     (177 )     (54 )     685  
    Total interest expense   70,420       69,137       77,995       84,340       85,886  
    Net interest income   137,213       120,478       118,057       112,282       109,048  
    PROVISION FOR CREDIT LOSSES   6,410       2,420       1,606       (1,100 )     (177 )
    Net interest income after provision for credit losses   130,803       118,058       116,451       113,382       109,225  
    NONINTEREST INCOME:                  
    Residential mortgage banking income, net   13,561       10,361       11,272       11,786       13,422  
    Insurance commissions and related income, net   25,677       26,424       23,265       25,727       24,031  
    Property management income, net   15,556       19,500       8,186       11,221       14,312  
    Service charges on deposit accounts   3,642       3,327       3,289       3,117       3,353  
    Credit card merchant fees, net   1,794       1,697       1,486       1,830       1,662  
    Investment commissions, net   3,158       3,075       3,195       2,835       2,580  
    BOLI   1,992       1,872       4,478       1,886       3,238  
    Other income   4,849       5,310       3,932       3,834       3,324  
    Total noninterest income   70,229       71,566       59,103       62,236       65,922  
    NONINTEREST EXPENSE:                  
    Salaries and employee benefits   78,362       75,078       74,399       72,123       71,349  
    Occupancy   9,791       9,333       9,819       9,351       9,717  
    Furniture and equipment   4,770       4,621       4,850       4,657       4,634  
    Amortization – intangibles   3,979       3,026       3,095       3,130       3,298  
    Software   6,835       6,293       6,870       6,790       7,056  
    Data processing   4,510       3,835       3,788       4,701       4,606  
    Professional fees   2,539       2,653       3,446       4,720       3,788  
    Advertising and marketing   3,228       4,472       3,359       4,162       3,524  
    Other expenses   36,651       21,225       17,815       17,266       16,012  
    Total noninterest expense   150,665       130,536       127,441       126,900       123,984  
    Income before income tax expense and noncontrolling interest   50,367       59,088       48,113       48,718       51,163  
    Provision for income tax expense   11,098       8,201       6,672       5,592       8,124  
    Net income   39,269       50,887       41,441       43,126       43,039  
    Net income attributable to noncontrolling interest   (432 )     (295 )     (176 )     (177 )     (183 )
    Net income attributable to TowneBank $ 38,837     $ 50,592     $ 41,265     $ 42,949     $ 42,856  
    Per common share information                  
    Basic earnings $ 0.52     $ 0.67     $ 0.55     $ 0.57     $ 0.57  
    Diluted earnings $ 0.51     $ 0.67     $ 0.55     $ 0.57     $ 0.57  
    Basic weighted average shares outstanding   75,240,678       75,149,668       75,034,688       74,940,827       74,925,877  
    Diluted weighted average shares outstanding   75,540,822       75,527,713       75,318,578       75,141,661       75,037,955  
    Cash dividends declared $ 0.27     $ 0.25     $ 0.25     $ 0.25     $ 0.25  
    TOWNEBANK
    Banking Segment Financial Information (unaudited)
    (dollars in thousands)
     
                       
      Three Months Ended   Six Months Ended   Increase/(Decrease)
      June 30,   March 31,   June 30,   YTD 2025 over 2024
        2025       2024       2025       2025       2024     Amount   Percent
    Revenue                          
    Net interest income $ 136,325     $ 108,029     $ 119,584     $ 255,909     $ 210,711     $ 45,198     21.45 %
    Service charges on deposit accounts   3,642       3,353       3,327       6,969       6,431       538     8.37 %
    Credit card merchant fees   1,794       1,662       1,697       3,491       3,213       278     8.65 %
    Investment commissions, net   3,158       2,580       3,075       6,233       4,923       1,310     26.61 %
    Other income   5,750       4,839       6,495       12,244       8,268       3,976     48.09 %
    Subtotal   14,344       12,434       14,594       28,937       22,835       6,102     26.72 %
    Net gain/(loss) on investment securities                           74       (74 )   (100.00 )%
    Total noninterest income   14,344       12,434       14,594       28,937       22,909       6,028     26.31 %
    Total revenue   150,669       120,463       134,178       284,846       233,620       51,226     21.93 %
                               
    Provision for credit losses   6,212       (170 )     2,367       8,579       (1,146 )     9,725     (848.60 )%
                               
    Expenses                          
    Salaries and employee benefits   52,850       46,640       49,684       102,534       93,113       9,421     10.12 %
    Occupancy   7,342       7,194       6,979       14,321       14,254       67     0.47 %
    Furniture and equipment   4,081       3,810       3,808       7,889       7,458       431     5.78 %
    Amortization of intangible assets   1,969       1,117       981       2,951       2,280       671     29.43 %
    Software   4,427       4,422       4,022       8,449       8,476       (27 )   (0.32 )%
    Data processing   2,840       2,609       2,609       5,448       5,157       291     5.64 %
    Accounting and professional fees   1,934       3,146       2,010       3,944       5,805       (1,861 )   (32.06 )%
    Advertising and marketing   1,883       1,610       2,897       4,780       4,618       162     3.51 %
    FDIC and other insurance   2,676       1,861       2,590       5,267       5,983       (716 )   (11.97 )%
    Acquisition related   17,256             420       17,676       147       17,529     N/M
    Other expenses   11,276       9,939       11,971       23,246       20,355       2,891     14.20 %
    Total expenses   108,534       82,348       87,971       196,505       167,646       28,859     17.21 %
    Income before income tax, corporate allocation and noncontrolling interest   35,923       38,285       43,840       79,762       67,120       12,642     18.83 %
    Corporate allocation   1,535       1,232       1,396       2,931       2,301       630     27.38 %
    Income before income tax provision and noncontrolling interest   37,458       39,517       45,236       82,693       69,421       13,272     19.12 %
    Provision for income tax expense   7,814       5,130       4,681       12,495       9,235       3,260     35.30 %
    Net income   29,644       34,387       40,555       70,198       60,186       10,012     16.64 %
    Noncontrolling interest   (124 )     (58 )     42       (82 )     62       (144 )   (232.26 )%
    Net income attributable to TowneBank $ 29,520     $ 34,329     $ 40,597     $ 70,116     $ 60,248     $ 9,868     16.38 %
                               
    Efficiency ratio (non-GAAP)   70.73 %     67.43 %     64.83 %     67.95 %     70.81 %     (2.86 )%   (4.04 )%
    TOWNEBANK
    Mortgage Segment Financial Information (unaudited)
    (dollars in thousands)
     
           
      Three Months Ended   Six Months Ended   Increase/(Decrease)
      June 30,   March 31,   June 30,   YTD 2025 over 2024
        2025       2024       2025       2025       2024     Amount   Percent
    Revenue                          
    Residential mortgage brokerage income, net $ 14,083     $ 13,997     $ 10,580     $ 24,664     $ 24,795     $ (131 )   (0.53 )%
    Income (loss) from unconsolidated subsidiary   83       68       42       125       97       28     28.87 %
    Net interest and other income   1,095       1,230       1,110       2,205       1,999       206     10.31 %
    Total revenue   15,261       15,295       11,732       26,994       26,891       103     0.38 %
                               
    Provision for credit losses   198       (7 )     53       251       92       159     172.83 %
                               
    Expenses                          
    Salaries and employee benefits   7,315       6,803       7,031       14,346       13,459       887     6.59 %
    Occupancy   1,098       1,062       939       2,036       2,124       (88 )   (4.14 )%
    Furniture and equipment   151       149       195       346       327       19     5.81 %
    Amortization of intangible assets         144                   287       (287 )   (100.00 )%
    Software   790       876       727       1,517       1,663       (146 )   (8.78 )%
    Data processing   198       170       163       360       318       42     13.21 %
    Accounting and professional fees   157       142       226       383       376       7     1.86 %
    Advertising and marketing   420       448       389       809       830       (21 )   (2.53 )%
    FDIC and other insurance   117       94       96       213       196       17     8.67 %
    Acquisition related   1,481                   1,481             1,481     100.00 %
    Other expenses   2,728       2,535       2,461       5,191       4,757       434     9.12 %
    Total expenses   14,455       12,423       12,227       26,682       24,337       2,345     9.64 %
                               
    Income before income tax, corporate allocation and noncontrolling interest   608       2,879       (548 )     61       2,462       (2,401 )   (97.52 )%
    Corporate allocation   (519 )     (490 )     (350 )     (869 )     (838 )     (31 )   3.70 %
    Income before income tax provision and noncontrolling interest   89       2,389       (898 )     (808 )     1,624       (2,432 )   (149.75 )%
    Provision for income tax expense   (41 )     482       (240 )     (281 )     280       (561 )   (200.36 )%
    Net income   130       1,907       (658 )     (527 )     1,344       (1,871 )   (139.21 )%
    Noncontrolling interest   (308 )     (411 )     (117 )     (425 )     (526 )     101     19.20 %
    Net income attributable to TowneBank $ (178 )   $ 1,496     $ (775 )   $ (952 )   $ 818     $ (1,770 )   (216.38 )%
                               
    Efficiency ratio excluding gain on equity investment (non-GAAP)   94.72 %     80.28 %     104.22 %     98.84 %     89.44 %     9.40 %   10.51 %
    TOWNEBANK
    Resort Property Management Segment Financial Information (unaudited)
    (dollars in thousands)
     
           
      Three Months Ended   Six Months Ended   Increase/(Decrease)
      June 30,   March 31,   June 30,   YTD 2025 over 2024
        2025       2024       2025       2025       2024     Amount   Percent
    Revenue                          
    Property management fees, net $ 15,556     $ 14,312     $ 19,500       35,056       31,085       3,971     12.77 %
    Net interest and other income   24       85       13       37       102       (65 )   (63.73 )%
    Total revenue   15,580       14,397       19,513       35,093       31,187       3,906     12.52 %
                               
    Expenses                          
    Salaries and employee benefits   5,250       5,567       5,448       10,698       11,099       (401 )   (3.61 )%
    Occupancy   574       749       614       1,189       1,257       (68 )   (5.41 )%
    Furniture and equipment   385       447       405       791       863       (72 )   (8.34 )%
    Amortization of intangible assets   637       637       637       1,273       1,170       103     8.80 %
    Software   877       923       859       1,736       1,531       205     13.39 %
    Data processing   1,339       1,720       944       2,283       2,822       (539 )   (19.10 )%
    Accounting and professional fees   236       320       126       362       472       (110 )   (23.31 )%
    Advertising and marketing   750       1,333       892       1,641       2,371       (730 )   (30.79 )%
    FDIC and other insurance   113       74       67       180       109       71     65.14 %
    Acquisition related         19                   466       (466 )   (100.00 )%
    Other expenses   427       482       2,613       3,040       1,424       1,616     113.48 %
    Total expenses   10,588       12,271       12,605       23,193       23,584       (391 )   (1.66 )%
                               
    Income before income tax, corporate allocation and noncontrolling interest   4,992       2,126       6,908       11,900       7,603       4,297     56.52 %
    Corporate allocation   (316 )           (320 )     (636 )           (636 )   N/M
    Income before income tax provision and noncontrolling interest   4,676       2,126       6,588       11,264       7,603       3,661     48.15 %
    Provision for income tax expense   1,227       681       1,629       2,856       2,039       817     40.07 %
    Net income   3,449       1,445       4,959       8,408       5,564       2,844     51.11 %
    Noncontrolling interest         286       (220 )     (220 )     (159 )     (61 )   (38.36 )%
    Net income attributable to TowneBank $ 3,449     $ 1,731     $ 4,739     $ 8,188     $ 5,405     $ 2,783     51.49 %
                               
    Efficiency ratio excluding gain on equity investment (non-GAAP)   63.87 %     80.81 %     61.33 %     62.46 %     71.87 %     (9.41 )%   (13.09 )%
    TOWNEBANK
    Insurance Segment Financial Information (unaudited)
    (dollars in thousands)
     
                       
      Three Months Ended   Six Months Ended   Increase/(Decrease)
      June 30,   March 31,   June 30,   YTD 2025 over 2024
        2025       2024       2025       2025       2024     Amount   Percent
    Commission and fee income                          
    Property and casualty $ 23,306     $ 22,225     $ 23,322     $ 46,629     $ 42,947     $ 3,682     8.57 %
    Employee benefits   4,596       4,404       4,725       9,320       9,230       90     0.98 %
    Specialized benefit services                           9       (9 )   (100.00 )%
    Total commissions and fees   27,902       26,629       28,047       55,949       52,186       3,763     7.21 %
                               
    Contingency and bonus revenue   3,034       2,951       3,620       6,654       7,454       (800 )   (10.73 )%
    Other income   4       6       4       8       17       (9 )   (52.94 )%
    Total revenue   30,940       29,586       31,671       62,611       59,657       2,954     4.95 %
                               
    Employee commission expense   5,008       4,771       5,050       10,058       9,283       775     8.35 %
    Revenue, net of commission expense   25,932       24,815       26,621       52,553       50,374       2,179     4.33 %
                               
    Salaries and employee benefits   12,947       12,339       12,915       25,862       25,055       807     3.22 %
    Occupancy   777       712       801       1,578       1,504       74     4.92 %
    Furniture and equipment   153       228       213       366       464       (98 )   (21.12 )%
    Amortization of intangible assets   1,373       1,400       1,408       2,781       2,807       (26 )   (0.93 )%
    Software   741       835       685       1,426       1,486       (60 )   (4.04 )%
    Data processing   133       107       119       253       225       28     12.44 %
    Accounting and professional fees   212       180       291       503       315       188     59.68 %
    Advertising and marketing   175       133       294       471       287       184     64.11 %
    FDIC and other insurance   126       104       107       233       203       30     14.78 %
    Acquisition related                           1       (1 )   (100.00 )%
    Other expenses   451       904       900       1,348       1,661       (313 )   (18.84 )%
    Total operating expenses   17,088       16,942       17,733       34,821       34,008       813     2.39 %
    Income before income tax, corporate allocation and noncontrolling interest   8,844       7,873       8,888       17,732       16,366       1,366     8.35 %
    Corporate allocation   (700 )     (742 )     (726 )     (1,426 )     (1,463 )     37     2.53 %
    Income before income tax provision and noncontrolling interest   8,144       7,131       8,162       16,306       14,903       1,403     9.41 %
    Provision for income tax expense   2,098       1,831       2,131       4,229       3,831       398     10.39 %
    Net income   6,046       5,300       6,031       12,077       11,072       1,005     9.08 %
    Noncontrolling interest                                     %
    Net income attributable to TowneBank $ 6,046     $ 5,300     $ 6,031     $ 12,077     $ 11,072     $ 1,005     9.08 %
                               
    Provision for income taxes   2,098       1,831       2,131       4,229       3,831       398     10.39 %
    Depreciation, amortization and interest expense   1,489       1,528       1,527       3,016       3,083       (67 )   (2.17 )%
    EBITDA (non-GAAP) $ 9,633     $ 8,659     $ 9,689     $ 19,322     $ 17,986     $ 1,336     7.43 %
                               
    Efficiency ratio (non-GAAP)   60.60 %     62.63 %     61.32 %     60.97 %     61.94 %     (0.97 )%   (1.57 )%
    TOWNEBANK
    Reconciliation of Non-GAAP Financial Measures
    (dollars in thousands)
             
      Three Months Ended   Six Months Ended
      June 30,   June 30,   March 31,   June 30,   June 30,
        2025       2024       2025       2025       2024  
                       
    Return on average assets (GAAP)   0.86 %     1.01 %     1.19 %     1.02 %     0.92 %
    Impact of excluding average goodwill and other intangibles and amortization   0.10 %     0.10 %     0.10 %     0.10 %     0.09 %
    Return on average tangible assets (non-GAAP)   0.96 %     1.11 %     1.29 %     1.12 %     1.01 %
                       
    Return on average equity (GAAP)   7.12 %     8.43 %     9.50 %     8.29 %     7.63 %
    Impact of excluding average goodwill and other intangibles and amortization   3.27 %     3.60 %     3.58 %     3.44 %     3.32 %
    Return on average tangible equity (non-GAAP)   10.39 %     12.03 %     13.08 %     11.73 %     10.95 %
                       
    Return on average common equity (GAAP)   7.14 %     8.49 %     9.57 %     8.34 %     7.69 %
    Impact of excluding average goodwill and other intangibles and amortization   3.30 %     3.67 %     3.64 %     3.48 %     3.38 %
    Return on average tangible common equity (non-GAAP)   10.44 %     12.16 %     13.21 %     11.82 %     11.07 %
                       
    Book value (GAAP) $ 29.58     $ 27.62     $ 29.19     $ 29.58     $ 27.62  
    Impact of excluding average goodwill and other intangibles and amortization   (7.60 )     (6.97 )     (6.83 )     (7.60 )     (6.97 )
    Tangible book value (non-GAAP) $ 21.98     $ 20.65     $ 22.36     $ 21.98     $ 20.65  
                       
    Efficiency ratio (GAAP)   72.63 %     70.86 %     67.97 %     70.39 %     72.96 %
    Impact of exclusions   (1.92 )%     (1.88 )%     (0.87 )%     (1.41 )%     (1.90 )%
    Efficiency ratio (non-GAAP)   70.71 %     68.98 %     67.10 %     68.98 %     71.06 %
                       
    Average assets (GAAP) $ 18,056,980     $ 16,982,482     $ 17,211,862     $ 17,636,755     $ 16,923,358  
    Less: average goodwill and intangible assets   567,250       525,122       516,661       542,095       523,899  
    Average tangible assets (non-GAAP) $ 17,489,730     $ 16,457,360     $ 16,695,201     $ 17,094,660     $ 16,399,459  
                       
    Average equity (GAAP) $ 2,188,322     $ 2,045,622     $ 2,160,014     $ 2,174,246     $ 2,042,948  
    Less: average goodwill and intangible assets   567,250       525,122       516,661       542,095       523,899  
    Average tangible equity (non-GAAP) $ 1,621,072     $ 1,520,500     $ 1,643,353     $ 1,632,151     $ 1,519,049  
                       
    Average common equity (GAAP) $ 2,180,687     $ 2,029,150     $ 2,143,806     $ 2,162,348     $ 2,026,659  
    Less: average goodwill and intangible assets   567,250       525,122       516,661       542,095       523,899  
    Average tangible common equity (non-GAAP) $ 1,613,437     $ 1,504,028     $ 1,627,145     $ 1,620,253     $ 1,502,760  
                       
    Net income (GAAP) $ 38,837     $ 42,856     $ 50,592     $ 89,429     $ 77,543  
    Amortization of intangibles, net of tax   3,143       2,605       2,391       5,534       5,170  
    Tangible net income (non-GAAP) $ 41,980     $ 45,461     $ 52,983     $ 94,963     $ 82,713  
                       
    Total revenue (GAAP) $ 207,442     $ 174,970     $ 192,044     $ 399,486     $ 342,072  
    Net (gain)/loss on investment securities/equity investments               (2,000 )     (2,000 )     (74 )
    Total revenue for efficiency calculation (non-GAAP) $ 207,442     $ 174,970     $ 190,044     $ 397,486     $ 341,998  
                       
    Noninterest expense (GAAP) $ 150,665     $ 123,984     $ 130,536     $ 281,201     $ 249,575  
    Less: amortization of intangibles   3,979       3,298       3,026       7,005       6,544  
    Noninterest expense net of amortization (non-GAAP) $ 146,686     $ 120,686     $ 127,510     $ 274,196     $ 243,031  
    TOWNEBANK
    Reconciliation of Non-GAAP Financial Measures
    (dollars in thousands, except per share data)
                         
                         
    Reconciliation of GAAP Earnings to Operating Earnings Excluding Certain Items Affecting Comparability   Three Months Ended
        June 30,   March 31,   December 31,   September 30,   June 30,
          2025       2025       2024       2024       2024  
    Net income available to common shareholders (GAAP)   $ 38,837     $ 50,592     $ 41,265     $ 42,949     $ 42,856  
                         
    Adjustments                    
    Plus: Acquisition-related expenses, net of tax     15,291       389       250       460       18  
    Plus: Initial provision for acquired loans, net of tax     4,926                          
    Plus: FDIC special assessment, net of tax                             (310 )
    Plus: Resort Property Management deferred tax adjustment for repurchase of noncontrolling interests     2,286                          
    Less: Gain on sale of equity investments, net of noncontrolling interest                 (99 )     (16 )      
    Total adjustments, net of taxes     22,503       389       151       444       (292 )
    Core operating earnings, excluding certain items affecting comparability (non-GAAP)   $ 61,340     $ 50,981     $ 41,416     $ 43,393     $ 42,564  
    Annualized interest impact of Series IV Notes, net of tax     42       42                    
    Core net income for diluted EPS (non-GAAP)   $ 61,382     $ 51,023     $ 41,416     $ 43,393     $ 42,564  
                         
    Weighted average diluted shares     75,540,822       75,527,713       75,318,578       75,141,661       75,037,955  
    Diluted EPS (GAAP)   $ 0.51     $ 0.67     $ 0.55     $ 0.57     $ 0.57  
    Diluted EPS, excluding certain items affecting comparability (non-GAAP)   $ 0.81     $ 0.68     $ 0.55     $ 0.58     $ 0.57  
    Average assets   $ 18,056,980     $ 17,211,862     $ 17,349,128     $ 17,028,141     $ 16,982,482  
    Average tangible equity   $ 1,621,072     $ 1,643,353     $ 1,628,420     $ 1,582,830     $ 1,520,500  
    Average tangible common equity   $ 1,613,437     $ 1,627,145     $ 1,612,087     $ 1,566,455     $ 1,504,028  
    Return on average assets, excluding certain items affecting comparability (non-GAAP)     1.36 %     1.20 %     0.95 %     1.01 %     1.01 %
    Return on average tangible equity, excluding certain items affecting comparability (non-GAAP)     15.95 %     13.17 %     10.72 %     11.53 %     11.95 %
    Return on average common tangible equity, excluding certain items affecting comparability (non-GAAP)     16.03 %     13.30 %     10.82 %     11.65 %     12.08 %
    Efficiency ratio, excluding certain items affecting comparability (non-GAAP)     61.68 %     66.87 %     70.12 %     70.67 %     68.96 %
    TOWNEBANK
    Reconciliation of Non-GAAP Financial Measures
    (dollars in thousands, except per share data)
             
             
    Reconciliation of GAAP Earnings to Operating Earnings Excluding Certain Items Affecting Comparability   Six Months Ended
        June 30,   June 30,
          2025       2024  
    Net income (GAAP)   $ 89,429     $ 77,543  
             
    Adjustments        
    Plus: Acquisition-related expenses, net of tax     15,680       582  
    Plus: FDIC special assessment, net of tax           711  
    Plus: Initial provision for acquired loans, net of tax     4,926        
    Plus: Resort Property Management deferred tax adjustment for repurchase of noncontrolling interests     2,286        
    Total adjustments, net of taxes     22,892       1,293  
    Core operating earnings, excluding certain items affecting comparability (non-GAAP)   $ 112,321     $ 78,836  
    Annualized interest impact of Series IV Notes, net of tax     84        
    Core net income for diluted EPS (non-GAAP)   $ 112,405     $ 78,836  
    Weighted average diluted shares     75,535,484       75,002,469  
    Diluted EPS (GAAP)   $ 1.19     $ 1.03  
    Diluted EPS, excluding certain items affecting comparability (non-GAAP)   $ 1.49     $ 1.05  
    Average assets   $ 17,636,755     $ 16,923,358  
    Average tangible equity   $ 1,632,151     $ 1,519,049  
    Average tangible common equity   $ 1,620,253     $ 1,502,760  
    Return on average assets, excluding certain items affecting comparability (non-GAAP)     1.28 %     0.94 %
    Return on average tangible equity, excluding certain items affecting comparability (non-GAAP)     14.56 %     11.12 %
    Return on average common tangible equity, excluding certain items affecting comparability (non-GAAP)     14.67 %     11.24 %
    Efficiency ratio, excluding certain items affecting comparability (non-GAAP)     64.16 %     70.88 %
             

    The MIL Network

  • MIL-OSI: ES Bancshares, Inc. Announces Second Quarter 2025 Results; Continues Positive Trend of Net Income Growth

    Source: GlobeNewswire (MIL-OSI)

    STATEN ISLAND, N.Y., July 23, 2025 (GLOBE NEWSWIRE) — ES Bancshares, Inc. (OTCQX: ESBS) (the “Company”) the holding company for Empire State Bank, (the “Bank”) today reported net income of $1.03 million, or $0.15 per diluted common share, for the quarter ended June 30, 2025, compared to a net income of $546 thousand, or $0.08 per diluted common share for the quarter ended March 31, 2025.

    Key Quarterly Financial Data 2025 Highlights  
    Performance Metrics 2Q25 1Q25 4Q24 • Non interest-bearing deposits grew by $8.1 million from year end 2024.

    • The Cost of Funds for the three months ended June 30, 2025, rose to 2.72% from 2.69% in the prior linked quarter.

    • For 3 months ended June 30, 2025, the Company’s net interest margin decreased to 2.66% compared to 2.68% for the 3 months ended March 31, 2025.

    • The Company received $384K in Employee Retention Tax Credits and applicable interest in the second quarter of 2025.

    • Book value for the quarter ended June 30, 2025, totaled $7.13 per share increasing for the fifth consecutive quarter.

     
    Return on average assets (%)   0.66   0.35   0.10  
    Return on average equity (%)   8.44   4.53   1.37  
    Return on average tangible equity (%)   8.55   4.59   1.38  
    Net interest margin (%)   2.66   2.68   2.21  
             
    Income Statement (a) 2Q25 1Q25 4Q24  
    Net interest income $ 4,019 $ 4,112 $ 3,447  
    Non-interest income $ 1,120 $ 349 $ 329  
    Net income $ 1,034 $ 546 $ 158  
    Earnings per diluted common share $ 0.15 $ 0.08 $ 0.02  
             
    Balance Sheet (a) 2Q25 1Q25 4Q24  
    Average total loans $ 557,878 $ 568,508 $ 565,363  
    Average total deposits $ 508,496 $ 506,524 $ 510,050  
    Book value per share $ 7.13 $ 6.97 $ 6.74  
    Tangible book value per share $ 7.05 $ 6.89 $ 6.65  
    (a) In thousands except for per share amounts  
       

    Phil Guarnieri, Director, and Chief Executive Officer of ES Bancshares said, “The second quarter of 2025 featured $8.1 million growth in our non-interest-bearing deposits. Our net income increased due in large part to the receipt of the Employee Retention Tax Credits for the year 2020. We continue to be flexible as we proceed through the fluctuating economic and regulatory landscape.”

    Selected Balance Sheet Information:

    June 30, 2025 vs. December 31, 2024

    As of June 30, 2025, total assets were $645.0 million, an increase of $8.2 million, or 1.3%, as compared to total assets of $636.7 million on December 31, 2024. The increase can be attributed to an influx of retail deposits and cash.

    Loans receivable, net of Allowance for Credit Losses on Loans totaled $552.3 million, a decrease of $7.0 million or 1.3% from December 31, 2024. As of June 30, 2025, the Allowance for Credit Losses on Loans as a percentage of gross loans was 0.93%.

    Nonperforming assets, which includes nonaccrual loans and foreclosed real estate were $6.3 million or 0.98% of total assets, as of June 30, 2025, increasing from $5.3 million or 0.84% of total assets at December 31, 2024. The ratio of nonaccrual loans to loans receivable was 1.13%, as of June 30, 2025, and 0.94% for December 31, 2024. The increase from December 31, 2024, was primarily due to one non-owner occupied commercial real estate loan being placed on non-accrual status.   That loan has a less than 50% loan to value ratio.

    Total liabilities increased $6.4 million to $595.6 million at June 30, 2025, from $589.2 million at December 31, 2024. The increase can be attributed to an increase in core deposits and in brokered deposits partially offset by a reduction in overnight Federal Home Loan (FHLB) borrowings. The growth in deposits was driven by an increase in non-interest-bearing deposits.

    As of June 30, 2025, the Bank’s Tier 1 capital leverage ratio, common equity tier 1 capital ratio, Tier 1 capital ratio and total capital ratios were 9.78%, 14.35%, 14.35% and 15.60%, respectively, all in excess of the ratios required to be deemed “well-capitalized.” During the second quarter of 2025 the Company did not repurchase shares under its stock repurchase program. Book value per common share was $7.13 at June 30, 2025, compared to $6.89 at December 31, 2024. Tangible common book value per share (which represents common equity less goodwill, divided by the number of shares outstanding) was $7.05 at June 30, 2025, compared to $6.81 at December 31, 2024.

    Financial Performance Overview:

    Three Months Ended June 30, 2025, vs. March 31, 2025

    For the three months ended June 30, 2025, the Company net income totaled $1.0 million compared to a net income of $546 thousand for the three months ended March 31, 2025. The increase can be attributed to higher non-interest income partially offset by lower net interest income and higher loan loss provisions quarter over quarter.

    Net interest income for the three months ended June 30, 2025 decreased $93 thousand, to $4.0 million from $4.1 million at three months ended March 31, 2025. The Company’s net interest margin decreased moderately by two basis points to 2.66% for the three months ended June 30, 2025, as compared to 2.68% for the three months ended March 31, 2025. The decrease in margin can be attributed to an increase of 6 basis points in the Company’s average cost for its interest-bearing liabilities as lower rate borrowings matured and the reduction of $10.6 million in our average loan balance in the second quarter.

    There was a $43 thousand provision for credit losses taken for the three months ended June 30, 2025, compared to a $30 thousand reversal for credit losses for the three months ended March 31, 2025. The provision for credit losses was due to by an increase in the ACL for loans and off-balance sheet positions, partially offset by a lower ACL for investments.

    Non-interest income increased $771 thousand, to $1.1 million for the three months ended June 30, 2025, compared with non-interest income of $349 thousand for the three months ended March 31, 2025. The majority of the increases can be attributed to the receipt of $384 thousand Employee Retention Tax Credits (“ERTC”) plus applicable interest and higher service charges and fees on loans. We are expecting the remaining ERTC installments for the 2021 tax year.

    Non-interest expenses totaled $3.8 million for the three months ended June 30, 2025, compared to $3.7 million for the three months ended March 31, 2025. The largest fluctuations quarter over quarter were due to a $147 thousand increase in compensation and benefits due to additional hires, and increased advertising expenses of $33 thousand, partially offset by an $89 thousand decrease in professional fees, due to reduced legal expenses, $43 thousand decrease in occupancy and equipment and a $39 thousand decrease in other expenses.

    Six months ended June 30, 2025 vs. June 30, 2024

    For the six months ended June 30, 2025, net income totaled $1.6 million in comparison to $55 thousand for the six months ended June 30, 2024. The increase can mainly be attributed to higher net interest income of $1.5 million, increased non-interest income of $925 thousand partially offset by higher non-interest expense of $541 thousand and higher provision for income taxes of $375 thousand.

    Net interest income for the six months ended June 30, 2025, increased 22% or $1.4 million, to $8.1 million from $6.7 million at June 30, 2024. The increase can be attributed to decreased interest expense for deposits of $1.2 million and lower borrowing costs of $176 thousand.

    Provision for credit losses totaled $13 thousand for the six months ended June 30, 2025, compared to a $48 thousand provision for the six months ended June 30, 2024.

    Non-interest income totaled $1.5 million for the six months ended June 30, 2025, compared with noninterest income of $544 thousand for the six months ended June 30, 2024. The increase can be attributed to increased charges and fees collected, the receipt of the Employee Retention Tax Credit in 2025, and the gain on sale of loans period over period.

    Operating expenses totaled $7.5 million for the six months ended June 30, 2025, compared to $7.0 million for the six months ended June 30, 2024, or an increase of 7.7%. The increase in non-interest expenses can be attributed to the increases in professional fees, other non-interest expenses and salary and compensation.

    About ES Bancshares Inc.
    ES Bancshares, Inc. (the “Company”) is incorporated under Maryland law and serves as the holding company for Empire State Bank (the “Bank”). The Company is subject to regulation by the Board of Governors of the Federal Reserve System while the Bank is primarily subject to regulation and supervision by the New York State Department of Financial Services. Currently, the Company does not transact any material business other than through the Bank, its subsidiary.

    The Bank was organized under federal law in 2004 as a national bank regulated by the Office of the Comptroller of the Currency. The Bank’s deposits are insured up to legal limits by the FDIC. In March 2009, the Bank converted its charter to a New York State commercial bank charter. The Bank’s principal business is attracting commercial and retail deposits in New York and investing those deposits primarily in loans, consisting of commercial real estate loans, and other commercial loans including SBA and mortgage loans secured by one-to-four-family residences. In addition, the Bank invests in mortgage-backed securities, securities issued by the U.S. Government and agencies thereof, corporate securities and other investments permitted by applicable law and regulations.

    We operate from our five Banking Center locations, a Loan Production Office and our Corporate Headquarters located in Staten Island, New York. The Company’s website address is www.esbna.com. The Company’s annual report, quarterly earnings releases and all press releases are available free of charge through its website, as soon as reasonably practicable.

    Forward-Looking Statements

    This release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate” or “continue” or comparable terminology, are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within ES Bancshares, Inc’s. control. The forward-looking statements included in this release are made only as of the date of this release. We have no intention, and do not assume any obligation, to update these forward-looking statements.

    Investor Contact:
    Peggy Edwards, Corporate Secretary
    (845) 451-7825

    ES Bancshares, Inc.
    Consolidated Statements of Financial Condition
    (in thousands)
        June 30,   December 31,
    2025     2024  
        |—-(unaudited)—-|    
    Assets        
    Cash and cash equivalents $ 46,761     26,713  
    Securities, net   22,135     22,336  
    Loans receivable, net:        
    Real estate mortgage loans   535,667     545,569  
    Commercial and Lines of Credit   17,820     14,417  
    Home Equity and Consumer Loans 294     397  
    Deferred costs   3,726     4,084  
    Allowance for Loan Credit Losses (5,169 )   (5,137 )
    Total loans receivable, net   552,338     559,330  
    Accrued interest receivable   2,609     2,628  
    Investment in restricted stock, at cost   3,860     4,335  
    Goodwill   581     581  
    Bank premises and equipment, net   4,466     4,845  
    Repossessed assets        
    Right of use lease assets   5,459     5,894  
    Bank Owned Life Insurance   5,566     5,489  
    Other Assets   1,207     4,589  
    Total Assets $ 644,982     636,739  
             
    Liabilities & Stockholders’ Equity        
    Non-Interest-Bearing Deposits   105,568     97,490  
    Interest-Bearing Deposits   402,083     395,593  
    Brokered Deposits   23,056     20,750  
    Total Deposits   530,707     513,833  
    Bond Issue, net of costs   11,807     11,787  
    Borrowed Money   39,710     50,083  
    Lease Liability   5,744     6,172  
    Other Liabilities   7,600     7,313  
    Total Liabilities   595,568     589,188  
    Stockholders’ equity   49,414     47,551  
    Total liabilities and stockholders’ equity $ 644,982     636,739  
     
      ES Bancshares, Inc.   
      Consolidated Statements of Income 
      (in thousands)    
                   
      Three Months Ended   Six Months Ended
      June 30, 2025 March 31, 2025   June 30, 2024   June 30, 2025 June 30, 2024
      |————–(unaudited)————–|   |—-(unaudited)—-|
    Interest income              
    Loans $ 7,354 $ 7,478     $ 7,345   $ 14,832 $ 14,553
    Securities   193   213       121     406   236
    Other interest-earning assets   279   243       561     522   824
         Total Interest Income   7,826   7,934       8,027     15,760   15,613
    Interest expense              
    Deposits   3,146   3,118       3,837     6,264   7,422
    Borrowings   661   704       743     1,365   1,541
         Total Interest Expense   3,807   3,822       4,580     7,629   8,963
              Net Interest Income   4,019   4,112       3,447     8,131   6,650
    (Rev)Prov for Credit Losses   43   (30 )     9     13   48
         Net Interest Income after (Rev)Prov for Credit Losses   3,976   4,142       3,438     8,118   6,602
    Non-interest income              
    Service charges and fees   693   175       200     868   372
    Gain on loan sales     132           132   1
    Gain on extinguishment of Sub-debt                
    Other   427   42       129     469   171
         Total non-interest income   1,120   349       329     1,469   544
    Non-interest expenses              
    Compensation and benefits   1,836   1,689       1,728     3,525   3,449
    Occupancy and equipment   626   669       605     1,295   1,273
    Data processing service fees   345   315       317     660   643
    Professional fees   246   335       225     581   406
    FDIC & NYS Banking Assessments   113   113       99     226   196
    Advertising   122   89       85     211   160
    Insurance   48   53       46     101   96
    Other   432   471       401     903   738
         Total non-interest expense   3,768   3,734       3,506     7,502   6,961
              Income prior to tax expense   1,328   757       261     2,085   185
    Income taxes   294   211       103     505   130
              Net Income $ 1,034 $ 546     $ 158   $ 1,580 $ 55
                   
                       
      ES Bancshares, Inc.
      Average Balance Sheet Data
      For the Three Months Ended (dollars in thousands)
      June 30, 2025 March 31, 2025 June 30, 2024
      Avg Bal Interest Average Avg Bal Interest Average Avg Bal Interest Average
      Rolling Rolling Rolling Rolling Rolling Rolling
    Assets  3 Mos.  3 Mos. Yield/Cost  3 Mos.  3 Mos. Yield/Cost  3 Mos.  3 Mos. Yield/Cost
    Interest-earning assets:                  
    Loans receivable $ 557,878 $ 7,354 5.27 % $ 568,508 $ 7,478 5.26 % $ 565,363 $ 7,345 5.20 %
    Investment securities   20,844   192 3.69 %   22,839   213 3.73 %   15,513   121 3.13 %
    Other interest-earning assets   26,781   280 4.20 %   21,343   243 4.55 %   41,652   561 5.33 %
    Total interest-earning assets   605,503   7,826 5.17 %   612,690   7,934 5.18 %   622,528   8,027 5.16 %
    Non-interest earning assets   24,968       19,077       16,398    
    Total assets $ 630,471     $ 631,767     $ 638,926    
    Liabilities and Stockholders’ Equity                  
    Interest-bearing liabilities:                  
    Interest-bearing checking $ 31,717 $ 28 0.35 % $ 36,869 $ 31 0.34 % $ 36,692 $ 71 0.77 %
    Savings accounts   202,172   1,490 2.96 %   205,503   1,443 2.85 %   175,686   1,629 3.72 %
    Certificates of deposit   167,948   1,628 3.89 %   166,005   1,644 4.02 %   194,806   2,137 4.40 %
    Total interest-bearing deposits   401,837   3,146 3.14 %   408,377   3,118 3.10 %   407,184   3,837 3.78 %
    Borrowings   40,407   471 4.68 %   50,124   514 4.16 %   55,510   522 3.77 %
    Subordinated debenture   11,803   190 6.44 %   11,793   190 6.44 %   13,726   221 6.46 %
    Total interest-bearing liabilities   454,047   3,807 3.36 %   470,294   3,822 3.30 %   476,420   4,580 3.86 %
    Non-interest-bearing demand deposits   106,659       98,147       102,866    
    Other liabilities   20,741       15,188       13,429    
    Total non-interest-bearing liabilities   127,400       113,335       116,295    
    Stockholders’ equity   49,024       48,138       46,211    
    Total liabilities and stockholders’ equity $ 630,471     $ 631,767     $ 638,926    
    Net interest income   $ 4,019     $ 4,112     $ 3,447  
    Average interest rate spread     1.81 %     1.88 %     1.30 %
    Net interest margin     2.66 %     2.68 %     2.21 %
                       
                       
                   
    Five Quarter Performance Ratio Highlights Three Months Ended
    June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024 June 30, 2024
    Performance Ratios (%) – annualized            
      Return(loss) on Average Assets   0.66   0.35   0.29   0.36   0.10  
      Return(loss) on Average Equity   8.44   4.53   3.94   4.98   1.37  
      Return(loss) on Average Tangible Equity   8.55   4.59   3.99   5.04   1.38  
      Efficiency Ratio   73.30   83.71   84.58   81.70   92.86  
    Yields / Costs (%)            
      Average Yield – Interest Earning Assets   5.17   5.18   5.17   5.13   5.16  
      Average Cost – Interest-bearing Liabilities   3.36   3.30   3.42   3.69   3.86  
      Net Interest Margin   2.66   2.68   2.50   2.30   2.21  
    Capital Ratios (%)            
      Equity / Assets   7.66   7.65   7.47   7.44   7.12  
      Tangible Equity / Assets   7.58   7.56   7.38   7.36   7.03  
      Tier I leverage ratio (a)   9.78   9.46   9.31   9.18   9.30  
      Common equity Tier I capital ratio (a)   14.35   13.81   13.68   13.67   13.81  
      Tier 1 Risk-based capital ratio (a)   14.35   13.81   13.68   13.67   13.81  
      Total Risk-based capital ratio (a)   15.60   15.06   14.93   14.92   15.06  
    Stock Valuation            
      Book Value $ 7.13 $ 6.97 $ 6.89 $ 6.85 $ 6.74  
      Tangible Book Value $ 7.05 $ 6.89 $ 6.81 $ 6.77 $ 6.65  
      Shares Outstanding (b)   6,927   6,927   6,900   6,878   6,884  
    Asset Quality (%)            
      ACL / Total Loans   0.93   0.91   0.91   0.90   0.90  
      Non Performing Loans / Total Loans   1.13   0.96   0.94   0.91   0.22  
      Non Performing Assets / Total Assets   0.98   0.86   0.84   0.81   0.19  
                   
      (a) Ratios at Bank level   (b) Shares information presented in thousands        
                   

    The MIL Network

  • MIL-OSI USA: New Jersey Construction Company Owner Sentenced for Tax Evasion

    Source: US State of California

    A New Jersey construction company owner was sentenced yesterday to 15 months in prison for evading employment tax penalties assessed against him.

    The following is according to court documents and statements made in court: Joseph Caravella, of Randolph, owned several masonry companies in New Jersey. From 2008 to 2016, the IRS assessed approximately $650,000 in Trust Fund Recovery penalties against Caravella for causing three masonry businesses that he owned to not pay their federal employment taxes. The timely payment of federal employment taxes is critical to the functioning of the U.S. government because, for example, they are the primary source of funding for Social Security and Medicare. The federal income taxes that are withheld from employees’ wages also account for a significant portion of all federal income taxes collected each year. Congress empowered the IRS to impose a penalty equal to the amount of the unpaid taxes — called a Trust Fund Recovery Penalty — against any responsible individual who fails to ensure that these taxes are paid timely. Caravella pleaded guilty to attempting to evade these Trust Fund Recovery penalties.  

    From around March 2008 through April 2019, Caravella sought to evade the payment of these penalties by placing companies that he controlled in the names of nominee owners and avoiding the use of a bank account in his own name to prevent the IRS from levying the funds. Also during that time, Caravella continued to cause his businesses not to pay employment taxes, resulting in an additional loss of $1.2 million to the IRS.

    In total, Carvalla caused a tax loss to the IRS of $1,885,519.39.

    Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division and U.S. Attorney Alina Habba for the District of New Jersey made the announcement.

    IRS Criminal Investigation is investigating the case.

    Trial Attorney Hayter L. Whitman of the Tax Division and Assistant U.S. Attorney Christopher Fell for the District of New Jersey are prosecuting the case.

    MIL OSI USA News

  • MIL-OSI: Eagle Bancorp, Inc. Announces Second Quarter 2025 Results and Cash Dividend

    Source: GlobeNewswire (MIL-OSI)

    BETHESDA, Md., July 23, 2025 (GLOBE NEWSWIRE) — Eagle Bancorp, Inc. (“Eagle”, the “Company”) (NASDAQ: EGBN), the Bethesda-based holding company for EagleBank, one of the largest community banks in the Washington D.C. area, reported its unaudited results for the second quarter ended June 30, 2025.

    Eagle reported a net loss of $69.8 million or $2.30 per share for the second quarter 2025, compared to net income of $1.7 million or $0.06 per diluted share during the first quarter. The $71.5 million decrease in net income from the prior quarter is primarily due to a $111.9 million increase in provision expense. In the quarter, net interest income increased $2.1 million, noninterest income decreased $1.8 million, and noninterest expenses decreased $2.0 million.

    Pre-provision net revenue (“PPNR”)1 in the second quarter was $30.7 million compared to $28.4 million for the prior quarter reflecting expansion of the net interest margin.

    “Our core profitability improvement this quarter, evident in the growth of pre-provision net revenue, expansion of core deposits, and reduced reliance on wholesale and brokered funding, reflects our disciplined execution of our strategic plan,” said Susan G. Riel, Chair, President, and Chief Executive Officer of the Company. “We continue to work on building a stronger balance sheet that will contribute to long-term, sustainable performance.”

    Our second quarter reflects the execution of our previously communicated strategy to resolve challenged loans and address related valuation pressures in the office portfolio.

    “This quarter’s credit costs reflect decisive actions we are taking to address risk in our loan portfolio. While the charge is significant, it is aligned with our ongoing strategy and reflects our judgement to remediate credit exposures thoughtfully and deliberately. We view this quarter’s loss as a necessary and measured outcome of our risk remediation strategy. The resulting impact of these decisions is difficult, yet represents necessary steps in our objective to drive long-term value creation for shareholders,” added Ms. Riel.

    Eric R. Newell, Chief Financial Officer of the Company said, “This quarter, the credit loss reserve coverage rose to 2.38% of total loans, up 75 basis points from last quarter. This reserve build reflects our ongoing and continued proactive approach to address credit risk in our loan portfolio and our expectation that remediation activity will continue over the coming quarters. Our capital position remains strong, with common equity tier one capital at 14.0% and our tangible common equity1 ratio exceeding 10%. We will continue to evaluate capital allocation decisions, in alignment with our objectives of maintaining long-term franchise value.”

    Additionally, the Company is announcing today a cash dividend in the amount of $0.165 per share. The cash dividend will be payable on August 29, 2025 to shareholders of record on August 8, 2025.

    Second Quarter of 2025 Key Elements

    • The Company announces today the declaration of a common stock dividend of $0.165 per share.
    • The ACL as a percentage of total loans was 2.38% at quarter-end; up from 1.63% at the prior quarter-end. Performing office coverage2 was 11.54% at quarter-end; as compared to 5.78% at the prior quarter-end.
    • Nonperforming assets increased by $26.0 million to $228.9 million as of June 30, 2025, representing 2.16% of total assets, compared to 1.79% as of March 31, 2025. During the quarter, nonperforming loan inflows totaled $222.8 million, primarily driven by office and land properties, including a $33.6 million data center loan backed by office collateral and a $9.1 million life sciences office loan. Reductions of $182.8 million reflected charge-offs, loans moved to held for sale, and restructuring activity.
    • Substandard and special mention loans totaled $875.4 million at June 30, 2025, compared to $774.9 million in the prior quarter.
    • Annualized quarterly net charge-offs for the second quarter were 4.22% compared to 0.57% for the first quarter of 2025.
    • The net interest margin (“NIM”) increased to 2.37% for the second quarter of 2025, compared to 2.28% for the prior quarter, primarily driven by the paydown of average borrowings and reduced funding costs on money market accounts and other borrowings.
    • At quarter-end, the common equity ratio, tangible common equity ratio1, and common equity tier 1 capital (to risk-weighted assets) ratio were 11.18%, 11.18%, and 14.01%, respectively.
    • Total estimated insured deposits remained stable at quarter-end to $6.8 billion, representing 75.0% of deposits, compared to $6.9 billion, or 74.7% in the prior quarter.
    • Total on-balance sheet liquidity and available capacity was $4.8 billion, compared to $2.3 billion in uninsured deposits, resulting in a coverage ratio of over 200%.

    Income Statement

    • Net interest income was $67.8 million for the second quarter of 2025, compared to $65.6 million for the prior quarter. The increase in net interest income for the quarter was primarily driven by lower funding costs on savings and money market accounts, a reduction in average short-term borrowings, and the benefit of one additional day in the quarter. These benefits were partially offset by lower yields on loans and a higher mix of time deposits. Both interest income and interest expense declined during the quarter, reflecting the impact of lower market rates.
    • Provision for credit losses was $138.2 million for the second quarter of 2025, compared to $26.3 million for the prior quarter. The increase was primarily driven by higher office-related reserves and expected exit strategies. Net charge-offs totaled $83.9 million, up from $11.2 million in the first quarter. The reserve for unfunded commitments totaled $1.8 million, driven primarily by higher unfunded commitments in our commercial and industrial portfolio. This compared to a reversal for unfunded commitments in the prior quarter of $0.3 million.
    • Noninterest income was $6.4 million for the second quarter of 2025, compared to $8.2 million for the prior quarter. The primary driver for the decrease was a $1.9 million loss on a trade executed to reposition the investment portfolio into higher-yielding assets.
    • Noninterest expense was $43.5 million for the second quarter of 2025, compared to $45.5 million for the prior quarter. The decrease over the comparative quarter was primarily due to decreased legal, accounting, and professional fees.

    Loans and Funding

    • Total loans were $7.7 billion at June 30, 2025, down 2.8% from the prior quarter-end. The decrease in total loans was primarily driven by declines in income-producing real estate loans, partially offset by an increase in commercial and industrial loans.
    • Total deposits at quarter-end were $9.1 billion, down $157.7 million, or 1.7%, from the prior quarter-end. The decrease was primarily driven by lower balances in brokered savings and money market accounts. Period end deposits have increased $852.3 million when compared to the prior year comparable period end of June 30, 2024.
    • Other short-term borrowings were $50.0 million at June 30, 2025, representing an 89.8% decrease from the prior quarter-end. The decline was driven by the pay down of FHLB borrowings, funded by cash and core deposit growth.

    Asset Quality

    • Allowance for credit losses was 2.38% of total loans held for investment at June 30, 2025, compared to 1.63% at the prior quarter-end. Performing office coverage was 11.54% at quarter-end; as compared to 5.78% at the prior quarter-end.
    • Net charge-offs were $83.9 million for the quarter compared to $11.2 million in the first quarter of 2025.
    • Nonperforming assets were $228.9 million at June 30, 2025.
      • NPAs as a percentage of assets were 2.16% at June 30, 2025, compared to 1.79% at the prior quarter-end. At June 30, 2025, other real estate owned consisted of five properties with an aggregate carrying value of $2.5 million.
      • Loans 30-89 days past due were $34.7 million at June 30, 2025, compared to $83.0 million at the prior quarter-end.

    Capital

    • Total shareholders’ equity was $1.2 billion at June 30, 2025, down 4.8% from the prior quarter-end. The decrease in shareholders’ equity of $59.8 million was primarily due to quarterly losses that reduced capital. This was partially offset by an increase in the fair market value of the available-for-sale investment portfolio.
    • Book value per share and tangible book value per share3 were $39.03 and $39.03, down 4.8% from the prior quarter-end.

    Additional financial information: The financial information that follows provides more detail on the Company’s financial performance for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025 and June 30, 2024, as well as eight quarters of trend data. Persons wishing additional information should refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and other reports filed with the SEC.

    About Eagle Bancorp: The Company is the holding company for EagleBank, which commenced operations in 1998. The Bank is headquartered in Bethesda, Maryland, and operates through twelve banking offices and four lending offices located in Suburban Maryland, Washington, D.C. and Northern Virginia. The Company focuses on building relationships with businesses, professionals and individuals in its marketplace, and is committed to a culture of respect, opportunity, belonging, and inclusion in both its workplace and the communities in which it operates.

    Conference call: Eagle Bancorp will host a conference call to discuss its second quarter of 2025 financial results on Thursday, July 24, 2025 at 10:00 a.m. Eastern Time.

    The listen-only webcast can be accessed at:

    • https://edge.media-server.com/mmc/p/yiqohzt3/
    • For analysts who wish to participate in the conference call, please register at the following URL:

      https://register-conf.media-server.com/register/BI6d1c218e6b0143a6903a372200e40cc7

    • A replay of the conference call will be available on the Company’s website through Thursday, August 7, 2025: https://www.eaglebankcorp.com/

    Forward-looking statements: This press release contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Company operations and policies and regarding general economic conditions. In some cases, forward-looking statements can be identified by use of words such as “may,” “will,” “can,” “anticipates,” “believes,” “expects,” “plans,” “strategy,” “estimates,” “potential,” “continue,” “should,” “could,” “strive,” “feel” and similar words or phrases. These statements are based upon current and anticipated economic conditions, nationally and in the Company’s market (including reductions in the size of the federal government workforce; changes in government spending; the proposal, announcement or imposition of tariffs; volatility in interest rates and interest rate policy; inflation levels; competitive factors) and other conditions (such as the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment regarding the stability and liquidity of banks), which by their nature are not susceptible to accurate forecast and are subject to significant uncertainty. Because of these uncertainties and the assumptions on which this discussion and the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. For details on factors that could affect these expectations, see the risk factors and other cautionary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and in other periodic and current reports filed with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Readers are cautioned against placing undue reliance on any such forward-looking statements. The Company’s past results are not necessarily indicative of future performance, and nothing contained herein is meant to or should be considered and treated as earnings guidance of future quarters’ performance projections. All information is as of the date of this press release. Any forward-looking statements made by or on behalf of the Company speak only as to the date they are made. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to revise or update publicly any forward-looking statement for any reason.

    Eagle Bancorp, Inc.
    Consolidated Statements of Operations (Unaudited)
    (Dollars in thousands, except per share data)
               
      Three Months Ended
      June 30,   March 31,   June 30,
        2025       2025       2024  
    Interest Income          
    Interest and fees on loans $ 125,223     $ 126,136     $ 137,616  
    Interest and dividends on investment securities   11,436       11,912       12,405  
    Interest on balances with other banks and short-term investments   14,760       15,803       19,568  
    Interest on federal funds sold   24       27       142  
    Total interest income   151,443       153,878       169,731  
    Interest Expense          
    Interest on deposits   78,912       77,211       76,846  
    Interest on customer repurchase agreements   250       260       330  
    Interest on other short-term borrowings   2,489       8,733       21,202  
    Interest on long-term borrowings   2,016       2,025        
    Total interest expense   83,667       88,229       98,378  
    Net Interest Income   67,776       65,649       119,910  
    Provision for Credit Losses   138,159       26,255       8,959  
    Provision (Reversal) for Credit Losses for Unfunded Commitments   1,759       (297 )     608  
    Net Interest Income After Provision for Credit Losses   (72,142 )     39,691       110,343  
               
    Noninterest Income          
    Service charges on deposits   1,771       1,743       1,653  
    Gain on sale of loans               37  
    Net gain on sale of investment securities   (1,854 )     4       3  
    Increase in cash surrender value of bank-owned life insurance   5,161       4,282       709  
    Other income   1,336       2,178       2,930  
    Total noninterest income   6,414       8,207       5,332  
    Noninterest Expense          
    Salaries and employee benefits   21,940       21,968       21,770  
    Premises and equipment expenses   3,019       3,203       2,894  
    Marketing and advertising   1,144       1,371       1,662  
    Data processing   4,293       3,978       3,495  
    Legal, accounting and professional fees   1,550       3,122       2,705  
    FDIC insurance   8,077       8,962       5,917  
    Goodwill impairment               104,168  
    Other expenses   3,447       2,847       3,880  
    Total noninterest expense   43,470       45,451       146,491  
    Income (Loss) Before Income Tax Expense   (109,198 )     2,447       (79,373 )
    Income Tax Expense   (39,423 )     772       4,429  
    Net (Loss) Income $ (69,775 )   $ 1,675     $ (83,802 )
               
    (Loss) Earnings Per Common Share          
    Basic $ (2.30 )   $ 0.06     $ (2.78 )
    Diluted $ (2.30 )   $ 0.06     $ (2.78 )
                           

            

    Eagle Bancorp, Inc.
    Consolidated Balance Sheets (Unaudited)
    (Dollars in thousands, except per share data)
      June 30,   March 31,   June 30,
        2025       2025       2024  
    Assets          
    Cash and due from banks $ 14,005     $ 12,516     $ 10,803  
    Federal funds sold   4,091       2,968       5,802  
    Interest-bearing deposits with banks and other short-term investments   239,237       661,173       526,228  
    Investment securities available-for-sale at fair value (amortized cost of $1,271,179, $1,330,077, and $1,584,435 respectively, and allowance for credit losses of $—, $—, and $17, respectively)   1,170,489       1,214,237       1,420,618  
    Investment securities held-to-maturity at amortized cost, net of allowance for credit losses of $1,229, $1,275, and $2,012 respectively (fair value of $799,136, $820,530, and $856,275 respectively)   896,855       924,473       982,955  
    Federal Reserve and Federal Home Loan Bank stock   30,613       51,467       54,274  
    Loans held for sale   37,576       15,251       5,000  
    Loans   7,721,664       7,943,306       8,001,739  
    Less: allowance for credit losses   (183,796 )     (129,469 )     (106,301 )
    Loans, net   7,537,868       7,813,837       7,895,438  
    Premises and equipment, net   7,103       7,079       8,788  
    Operating lease right-of-use assets   31,202       32,769       16,250  
    Deferred income taxes   80,731       84,798       86,236  
    Bank-owned life insurance   325,174       320,055       114,333  
    Intangible assets, net   9       11       129  
    Other real estate owned   2,459       2,459       773  
    Other assets   223,919       174,268       174,396  
    Total Assets   10,601,331       11,317,361       11,302,023  
    Liabilities and Shareholders’ Equity          
    Liabilities          
    Deposits:          
    Noninterest-bearing demand   1,532,132       1,607,826       1,693,955  
    Interest-bearing transaction   895,604       926,722       1,123,980  
    Savings and money market   3,267,630       3,558,919       3,165,314  
    Time deposits   3,424,241       3,183,801       2,284,099  
    Total deposits   9,119,607       9,277,268       8,267,348  
    Customer repurchase agreements   23,442       32,357       39,220  
    Other short-term borrowings   50,000       490,000       1,659,979  
    Long-term borrowings   76,264       76,181        
    Operating lease liabilities   37,297       38,484       20,016  
    Reserve for unfunded commitments   4,925       3,166       6,653  
    Other liabilities   104,729       155,014       139,348  
    Total Liabilities   9,416,264       10,072,470       10,132,564  
    Shareholders’ Equity          
    Common stock, par value $0.01 per share; shares authorized 100,000,000, shares issued and outstanding 30,364,983, 30,368,843, and 30,180,482 respectively   300       300       297  
    Additional paid-in capital   388,927       386,535       380,142  
    Retained earnings   904,205       978,995       949,863  
    Accumulated other comprehensive loss   (108,365 )     (120,939 )     (160,843 )
    Total Shareholders’ Equity   1,185,067       1,244,891       1,169,459  
    Total Liabilities and Shareholders’ Equity $ 10,601,331     $ 11,317,361     $ 11,302,023  
     
    Loan Mix and Asset Quality
    (Dollars in thousands)
     
      June 30,   March 31,   June 30,
      2025
      2025
      2024
      Amount %   Amount %   Amount %
    Loan Balances – Period End:                
    Commercial $ 1,207,512 15 %   $ 1,178,343 15 %   $ 1,238,261 15 %
    PPP loans   164 %     226 %   $ 407 %
    Income producing – commercial real estate   3,768,884 48 %     3,967,124 49 %   $ 4,217,525 53 %
    Owner occupied – commercial real estate   1,365,901 18 %     1,403,668 18 %   $ 1,263,714 16 %
    Real estate mortgage – residential   45,921 1 %     48,821 1 %   $ 61,338 1 %
    Construction – commercial and residential   1,211,728 16 %     1,210,788 15 %   $ 1,063,764 13 %
    Construction – C&I (owner occupied)   69,554 1 %     83,417 1 %   $ 99,526 1 %
    Home equity   49,224 1 %     50,121 1 %   $ 52,773 1 %
    Other consumer   2,776 %     798 %   $ 4,431 %
    Total loans $ 7,721,664 100 %   $ 7,943,306 100 %   $ 8,001,739 100 %
      Three Months Ended or As Of
      June 30, March 31, June 30,
      2025
    2025
    2024
    Asset Quality:          
    Nonperforming loans $ 226,420   $ 200,447   $ 98,169
    Other real estate owned   2,459     2,459     773
    Nonperforming assets $ 228,879   $ 202,906   $ 98,942
    Net charge-offs $ 83,877   $ 11,230   $ 2,285
    Special mention $ 173,311   $ 273,380   $ 307,906
    Substandard $ 702,128   $ 501,565   $ 408,311
                     
    Eagle Bancorp, Inc.
    Consolidated Average Balances, Interest Yields And Rates vs. Prior Quarter (Unaudited)
    (Dollars in thousands)
                           
      Three Months Ended
      June 30, 2025   March 31, 2025
      Average Balance   Interest   Average
    Yield/Rate
      Average Balance   Interest   Average
    Yield/Rate
    ASSETS                      
    Interest earning assets:                      
    Interest-bearing deposits with other banks and other short-term investments $ 1,375,782   $ 14,749   4.30 %   $ 1,445,054   $ 15,803   4.44 %
    Loans held for sale(1)   15,418     284   7.39 %     169       %
    Loans(1) (2)   7,942,333     124,939   6.31 %     7,933,695     126,136   6.45 %
    Investment securities available-for-sale(2)   1,233,206     6,491   2.11 %     1,321,954     6,857   2.10 %
    Investment securities held-to-maturity(2)   918,083     4,945   2.16 %     933,880     5,055   2.20 %
    Federal funds sold   2,184     24   4.41 %     5,410     27   2.02 %
    Total interest earning assets   11,487,006     151,432   5.29 %     11,640,162     153,878   5.36 %
    Total noninterest earning assets   635,125             596,585        
    Less: allowance for credit losses   133,036             118,557        
    Total noninterest earning assets   502,089             478,028        
    TOTAL ASSETS $ 11,989,095           $ 12,118,190        
                           
    LIABILITIES AND SHAREHOLDERS’ EQUITY                    
    Interest bearing liabilities:                      
    Interest-bearing transaction $ 1,489,056   $ 9,982   2.69 %   $ 1,368,609   $ 9,908   2.94 %
    Savings and money market   3,461,918     29,634   3.43 %     3,682,217     32,389   3.57 %
    Time deposits   3,367,907     39,296   4.68 %     2,951,111     34,914   4.80 %
    Total interest bearing deposits   8,318,881     78,912   3.80 %     8,001,937     77,211   3.91 %
    Customer repurchase agreements   34,387     250   2.92 %     36,572     260   2.88 %
    Derivative collateral liability   12,710     118   3.72 %           %
    Other short-term borrowings   245,291     2,360   3.86 %     682,222     8,733   5.19 %
    Long-term borrowings   76,236     2,016   10.61 %     76,146     2,025   10.79 %
    Total interest bearing liabilities   8,687,505     83,656   3.86 %     8,796,877     88,229   4.07 %
    Noninterest bearing liabilities:                      
    Noninterest bearing demand   1,907,214             1,881,296        
    Other liabilities   142,124             197,212        
    Total noninterest bearing liabilities   2,049,338             2,078,508        
    Shareholders’ equity   1,252,252             1,242,805        
    TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 11,989,095           $ 12,118,190        
    Net interest income     $ 67,776           $ 65,649    
    Net interest spread         1.43 %           1.29 %
    Net interest margin         2.37 %           2.28 %
    Cost of funds         3.17 %           3.35 %
    (1 ) Loans placed on nonaccrual status are included in average balances. Net loan fees and late charges included in interest income on loans totaled $3.6 million and $3.8 million for the three months ended June 30, 2025 and March 31, 2025, respectively.
    (2 ) Interest and fees on loans and investments exclude tax equivalent adjustments.
       
    Eagle Bancorp, Inc.
    Consolidated Average Balances, Interest Yields And Rates vs. Year Ago Quarter (Unaudited)
    (Dollars in thousands)
                           
      Three Months Ended June 30,
        2025       2024  
      Average Balance   Interest   Average
    Yield/Rate
      Average Balance   Interest   Average
    Yield/Rate
    ASSETS                      
    Interest earning assets:                      
    Interest-bearing deposits with other banks and other short-term investments $ 1,375,782   $ 14,749   4.30 %   $ 1,455,007   $ 19,568   5.41 %
    Loans held for sale(1)   15,418     284   7.39 %     8,045     100   5.00 %
    Loans(1) (2)   7,942,333     124,939   6.31 %     8,003,206     137,516   6.91 %
    Investment securities available-for-sale(2)   1,233,206     6,491   2.11 %     1,478,856     7,048   1.92 %
    Investment securities held-to-maturity(2)   918,083     4,945   2.16 %     995,274     5,357   2.16 %
    Federal funds sold   2,184     24   4.41 %     13,058     142   4.37 %
    Total interest earning assets   11,487,006     151,432   5.29 %     11,953,446     169,731   5.71 %
    Total noninterest earning assets   635,125             510,725        
    Less: allowance for credit losses   133,036             102,671        
    Total noninterest earning assets   502,089             408,054        
    TOTAL ASSETS $ 11,989,095           $ 12,361,500        
                           
    LIABILITIES AND SHAREHOLDERS’ EQUITY                    
    Interest bearing liabilities:                      
    Interest-bearing transaction $ 1,489,056   $ 9,982   2.69 %   $ 1,636,795   $ 16,100   3.96 %
    Savings and money market   3,461,918     29,634   3.43 %     3,321,001     33,451   4.05 %
    Time deposits   3,367,907     39,296   4.68 %     2,215,693     27,295   4.95 %
    Total interest bearing deposits   8,318,881     78,912   3.80 %     7,173,489     76,846   4.31 %
    Customer repurchase agreements   34,387     250   2.92 %     38,599     330   3.44 %
    Derivative collateral liability   12,710     118   3.72 %           %
    Other short-term borrowings   245,291     2,360   3.86 %     1,682,684     21,202   5.07 %
    Long-term borrowings   76,236     2,016   10.61 %           %
    Total interest bearing liabilities   8,687,505     83,656   3.86 %     8,894,772     98,378   4.45 %
    Noninterest bearing liabilities:                      
    Noninterest bearing demand   1,907,214             2,051,777        
    Other liabilities   142,124             151,324        
    Total noninterest bearing liabilities   2,049,338             2,203,101        
    Shareholders’ equity   1,252,252             1,263,627        
    TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 11,989,095           $ 12,361,500        
    Net interest income     $ 67,776           $ 71,353    
    Net interest spread         1.43 %           1.26 %
    Net interest margin         2.37 %           2.40 %
    Cost of funds         3.17 %           3.61 %
    (1 ) Loans placed on nonaccrual status are included in average balances. Net loan fees and late charges included in interest income on loans totaled $3.6 million and $4.8 million for the three months ended June 30, 2025 and 2024, respectively.
    (2 ) Interest and fees on loans and investments exclude tax equivalent adjustments.
       
    Eagle Bancorp, Inc.
    Statements of Operations and Highlights Quarterly Trends (Unaudited)
    (Dollars in thousands, except per share data)
            Three Months Ended
        June 30, 2025   March 31, 2025   December 31, 2024   September 30, 2024   June 30, 2024   March 31, 2024   December 31, 2023   September 30, 2023
    Income Statements:                                
    Total interest income   $ 151,443     $ 153,878     $ 168,417     $ 173,813     $ 169,731     $ 175,602     $ 167,421     $ 161,149  
    Total interest expense     83,667       88,229       97,623       101,970       98,378       100,904       94,429       90,430  
    Net interest income     67,776       65,649       70,794       71,843       71,353       74,698       72,992       70,719  
    Provision for credit losses     138,159       26,255       12,132       10,094       8,959       35,175       14,490       5,644  
    Provision (reversal) for credit losses for unfunded commitments     1,759       (297 )     (1,598 )     (1,593 )     608       456       (594 )     (839 )
    Net interest income after provision for credit losses     (72,142 )     39,691       60,260       63,342       61,786       39,067       59,096       65,914  
    Noninterest income before investment gain     8,268       8,203       4,063       6,948       5,329       3,585       2,891       6,342  
    Net gain on sale of investment securities     (1,854 )     4       4       3       3       4       3       5  
    Total noninterest income     6,414       8,207       4,067       6,951       5,332       3,589       2,894       6,347  
    Salaries and employee benefits     21,940       21,968       22,597       21,675       21,770       21,726       18,416       21,549  
    Premises and equipment expenses     3,019       3,203       2,635       2,794       2,894       3,059       2,967       3,095  
    Marketing and advertising     1,144       1,371       1,340       1,588       1,662       859       1,071       768  
    Goodwill impairment                             104,168                    
    Other expenses     17,367       18,909       17,960       17,557       15,997       14,353       14,644       12,221  
    Total noninterest expense     43,470       45,451       44,532       43,614       146,491       39,997       37,098       37,633  
    (Loss) income before income tax expense     (109,198 )     2,447       19,795       26,679       (79,373 )     2,659       24,892       34,628  
    Income tax expense     (39,423 )     772       4,505       4,864       4,429       2,997       4,667       7,245  
    Net (loss) income     (69,775 )     1,675       15,290       21,815       (83,802 )     (338 )     20,225       27,383  
    Per Share Data:                                
    (Loss) earnings per weighted average common share, basic   $ (2.30 )   $ 0.06     $ 0.51     $ 0.72     $ (2.78 )   $ (0.01 )   $ 0.68     $ 0.91  
    (Loss) earnings per weighted average common share, diluted   $ (2.30 )   $ 0.06     $ 0.50     $ 0.72     $ (2.78 )   $ (0.01 )   $ 0.67     $ 0.91  
    Weighted average common shares outstanding, basic     30,373,167       30,275,001       30,199,433       30,173,852       30,185,609       30,068,173       29,925,557       29,910,218  
    Weighted average common shares outstanding, diluted     30,510,847       30,404,262       30,321,644       30,241,699       30,185,609       30,068,173       29,966,962       29,944,692  
    Actual shares outstanding at period end     30,364,983       30,368,843       30,202,003       30,173,200       30,180,482       30,185,732       29,925,612       29,917,982  
    Book value per common share at period end   $ 39.03     $ 40.99     $ 40.60     $ 40.61     $ 38.75     $ 41.72     $ 42.58     $ 40.64  
    Tangible book value per common share at period end(1)   $ 39.03     $ 40.99     $ 40.59     $ 40.61     $ 38.74     $ 38.26     $ 39.08     $ 37.12  
    Dividend per common share   $ 0.165     $ 0.165     $     $ 0.165     $ 0.45     $ 0.45     $ 0.45     $ 0.45  
    Performance Ratios (annualized):                                
    Return on average assets   (2.33 )%     0.06 %     0.48 %     0.70 %   (2.73 )%   (0.01 )%     0.65 %     0.91 %
    Return on average common equity   (22.35 )%     0.55 %     4.94 %     7.22 %   (26.67 )%   (0.11 )%     6.48 %     8.80 %
    Return on average tangible common equity(1)   (22.35 )%     0.55 %     4.94 %     7.22 %   (28.96 )%   (0.11 )%     7.08 %     9.61 %
    Net interest margin     2.37 %     2.28 %     2.29 %     2.37 %     2.40 %     2.43 %     2.45 %     2.43 %
    Efficiency ratio(1)(2)     58.60 %     61.50 %     59.50 %     55.40 %     191.00 %     51.10 %     48.90 %     48.83 %
    Other Ratios:                                
    Allowance for credit losses to total loans(3)     2.38 %     1.63 %     1.44 %     1.40 %     1.33 %     1.25 %     1.08 %     1.05 %
    Allowance for credit losses to total nonperforming loans     81.17 %     64.59 %     54.81 %     83.25 %     110.06 %     108.76 %     131.16 %     118.78 %
    Nonperforming assets to total assets     2.16 %     1.79 %     1.90 %     1.22 %     0.88 %     0.79 %     0.57 %     0.64 %
    Net charge-offs (recoveries) (annualized) to average total loans(3)     4.22 %     0.57 %     0.48 %     0.26 %     0.11 %     1.07 %     0.60 %     0.02 %
    Tier 1 capital (to average assets)     10.63 %     11.11 %     10.74 %     10.77 %     10.58 %     10.26 %     10.73 %     10.96 %
    Total capital (to risk weighted assets)     15.27 %     15.86 %     15.86 %     15.51 %     15.07 %     14.87 %     14.79 %     14.54 %
    Common equity tier 1 capital (to risk weighted assets)     14.01 %     14.61 %     14.63 %     14.30 %     13.92 %     13.80 %     13.90 %     13.68 %
    Tangible common equity ratio(1)     11.18 %     11.00 %     11.02 %     10.86 %     10.35 %     10.03 %     10.12 %     10.04 %
    Average Balances (in thousands):                                
    Total assets   $ 11,989,095     $ 12,118,190     $ 12,575,722     $ 12,360,899     $ 12,361,500     $ 12,784,470     $ 12,283,303     $ 11,942,905  
    Total earning assets   $ 11,487,006     $ 11,640,162     $ 12,303,940     $ 12,072,891     $ 11,953,446     $ 12,365,497     $ 11,837,722     $ 11,532,186  
    Total loans(2)   $ 7,942,333     $ 7,933,695     $ 7,971,907     $ 8,026,524     $ 8,003,206     $ 7,988,941     $ 7,963,074     $ 7,795,144  
    Total deposits   $ 10,226,095     $ 9,883,233     $ 10,056,463     $ 9,344,414     $ 9,225,266     $ 9,501,661     $ 9,471,369     $ 8,946,641  
    Total borrowings   $ 355,914     $ 794,940     $ 1,118,276     $ 1,654,736     $ 1,721,283     $ 1,832,947     $ 1,401,917     $ 1,646,179  
    Total shareholders’ equity   $ 1,252,252     $ 1,242,805     $ 1,230,573     $ 1,201,477     $ 1,263,627     $ 1,289,656     $ 1,238,763     $ 1,235,162  
    (1 ) A reconciliation of non-GAAP financial measures to the nearest GAAP measure is provided in the tables that accompany this document.
    (2 ) Computed by dividing noninterest expense by the sum of net interest income and noninterest income.
    (3 ) Excludes loans held for sale.
       
    GAAP Reconciliation to Non-GAAP Financial Measures (unaudited)
    (dollars in thousands, except per share data)
               
      June 30, March 31, June 30,
      2025
    2025
    2024
    Tangible common equity          
    Common shareholders’ equity $ 1,185,067     $ 1,244,891     $ 1,169,459  
    Less: Intangible assets   (9 )     (11 )     (129 )
    Tangible common equity $ 1,185,058     $ 1,244,880     $ 1,169,330  
               
    Tangible common equity ratio          
    Total assets $ 10,601,331     $ 11,317,361     $ 11,302,023  
    Less: Intangible assets   (9 )     (11 )     (129 )
    Tangible assets $ 10,601,322     $ 11,317,350     $ 11,301,894  
               
    Tangible common equity ratio   11.18 %     11.00 %     10.35 %
               
    Per share calculations          
    Book value per common share $ 39.03     $ 40.99     $ 38.75  
    Less: Intangible book value per common share $     $     $ (0.01 )
    Tangible book value per common share $ 39.03     $ 40.99     $ 38.74  
               
    Shares outstanding at period end   30,364,983       30,368,843       30,180,482  
                           
        Three Months Ended
        June 30, March 31, June 30,
         2025
     2025
     2024 
    Average tangible common equity            
    Average common shareholders’ equity   $ 1,252,252     $ 1,242,805     $ 1,263,627  
    Less: Average intangible assets     (11 )     (14 )     (99,827 )
    Average tangible common equity   $ 1,252,241     $ 1,242,791     $ 1,163,800  
                 
    Return on average tangible common equity            
    Net (loss) income   $ (69,775 )   $ 1,675     $ (83,802 )
    Return on average tangible common equity   (22.35 )%     0.55 %   (28.96 )%
                 
    Net (loss) income   $ (69,775 )   $ 1,675     $ (83,802 )
    Add back of goodwill impairment                 104,168  
    Operating net (loss) income (Non-GAAP)   $ (69,775 )   $ 1,675     $ 20,366  
    Operating Return on average tangible common equity (Non-GAAP)   (22.35 )%     0.55 %     7.04 %
                 
    Efficiency ratio            
    Net interest income   $ 67,776     $ 65,649     $ 71,353  
    Noninterest income     6,414       8,207       5,332  
    Operating revenue   $ 74,190     $ 73,856     $ 76,685  
    Noninterest expense   $ 43,470     $ 45,451     $ 146,491  
    Add back of goodwill impairment               (104,168 )
    Operating Noninterest expense (Non-GAAP)     43,470       45,451       42,323  
                 
    Efficiency ratio     58.59 %     61.54 %     191.03 %
    Operating Efficiency ratio (Non-GAAP)     58.59 %     61.54 %     55.19 %
                 
    Pre-provision net revenue            
    Net interest income   $ 67,776     $ 65,649     $ 71,353  
    Noninterest income     6,414       8,207       5,332  
    Less: Noninterest expense     (43,470 )     (45,451 )     (146,491 )
    Pre-provision net revenue   $ 30,720     $ 28,405     $ (69,806 )
                 
    Pre-provision net revenue   $ 30,720     $ 28,405     $ (69,806 )
    Add back of goodwill impairment   $     $     $ 104,168  
    Operating Pre-provision net revenue (Non-GAAP)   $ 30,720     $ 28,405     $ 34,362  
                 

    Tangible common equity, tangible common equity to tangible assets (the “tangible common equity ratio”), tangible book value per common share, average tangible common equity, annualized return on average tangible common equity, and the operating annualized return on average tangible common equity are non-GAAP financial measures derived from GAAP based amounts. The Company calculates the tangible common equity ratio by excluding the balance of intangible assets from common shareholders’ equity, or tangible common equity, and dividing by tangible assets. The Company calculates tangible book value per common share by dividing tangible common equity by common shares outstanding, as compared to book value per common share, which the Company calculates by dividing common shareholders’ equity by common shares outstanding. The Company calculates the annualized return on average tangible common equity ratio by dividing net income available to common shareholders by average tangible common equity, which is calculated by excluding the average balance of intangible assets from the average common shareholders’ equity. The Company calculates the operating annualized return on average tangible common equity ratio by dividing operating net income available to common shareholders, which adds back the goodwill impairment, by average tangible common equity, which is calculated by excluding the average balance of intangible assets from the average common shareholders’ equity. The Company considers this information important to shareholders as the significant impact of the goodwill impairment is a one-time event that obscures the operating performance of the company. Further related to other measures, tangible equity is a measure that is consistent with the calculation of capital for bank regulatory purposes, which excludes intangible assets from the calculation of risk based ratios, and as such is useful for investors, regulators, management and others to evaluate capital adequacy and to compare against other financial institutions.

    The efficiency ratio is a non-GAAP measure calculated by dividing GAAP noninterest expense by the sum of GAAP net interest income and GAAP noninterest income. The efficiency ratio measures a bank’s overhead as a percentage of its revenue. The Company believes that reporting the non-GAAP efficiency ratio more closely measures its effectiveness of controlling operational activities. Further, the operating efficiency ratio is measured by dividing non-GAAP noninterest expense, which excludes the goodwill impairment, by the sum of GAAP net interest income and GAAP noninterest income. The Company considers this information important to shareholders as the significant impact of the goodwill impairment is a one-time event that obscures the operating performance of the company.

    Pre-provision net revenue is a non-GAAP financial measure calculated by subtracting noninterest expenses from the sum of net interest income and noninterest income. The Company considers this information important to shareholders because it illustrates revenue excluding the impact of provisions and reversals to the allowance for credit losses on loans. Operating pre-provision net revenue is a non-GAAP financial measure calculated by subtracting noninterest expenses with the impact of the goodwill impairment added back from the sum of net interest income and noninterest income. The Company considers this information important to shareholders as the significant impact of the goodwill impairment is a one-time event that obscures the operating performance of the company.

        June 30, March 31, June 30,
         2025
     2025
     2024 
    Net (loss) income   $ (69,775 )   $ 1,675   $ (83,802 )
    Add back of goodwill impairment               104,168  
    Operating Net (loss) income (Non-GAAP)   $ (69,775 )   $ 1,675   $ 20,366  
                 
    (Loss) earnings per share (diluted)4   $ (2.30 )   $ 0.06   $ (2.78 )
    Add back of goodwill impairment per share (diluted)               3.45  
    Operating earnings (loss) per share (diluted) (Non-GAAP)   $ (2.30 )   $ 0.06   $ 0.67  
                 

    Operating net (loss) income and operating (loss) earnings per share (diluted) are non-GAAP financial measures derived from GAAP based amounts. The Company calculates operating net (loss) income by excluding from net (loss) income the one-time goodwill impairment of $104.2 million. During the second quarter of 2024, the Company performed an annual impairment test as a result of management’s evaluation of current economic conditions, and concluded that goodwill had become impaired, which resulted in an impairment charge of $104.2 million to reduce the carrying value of the Company’s goodwill to zero. The Company calculates operating earnings (loss) per share (diluted) by dividing the one-time goodwill impairment of $104.2 million by the weighted average shares outstanding (diluted) for the three and six months ended June 30, 2024. The Company considers this information important to shareholders because operating net (loss) income and operating (loss) earnings per share (diluted) provides investors insight into how Company earnings changed exclusive of the impairment charge to allow investors to better compare the Company’s performance against historical periods. The table above provides a reconciliation of operating net income (loss) and operating earnings (loss) per share (diluted) to the nearest GAAP measure.

    ______________________________
    1
    A reconciliation of non-GAAP financial measures and the nearest GAAP measures is provided in the GAAP Reconciliation to Non-GAAP Financial Measures tables that accompany this document.
    Calculated as the ACL attributable to loans collateralized by performing office properties as a percentage of total loans.
    3 A reconciliation of non-GAAP financial measures and the nearest GAAP measures is provided in the GAAP Reconciliation to Non-GAAP Financial Measures tables that accompany this document.
    4 For periods ended with a net loss, anti-dilutive financial instruments have been excluded from the calculation of GAAP diluted EPS. Operating diluted EPS calculations include the impact of outstanding equity-based awards for all periods.


    EAGLE BANCORP, INC.

    CONTACT:
    Eric R. Newell
    240.497.1796

    For the June 30, 2025 Earnings Presentation, click 2025 EGBN Earnings DECK 6-30-2025 FINAL

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