Category: Ukraine

MIL-OSI Russia: Turkish FM Meets Russian Delegation Ahead of Istanbul Peace Talks

Translation. Region: Russian Federal

Source: People’s Republic of China in Russian – People’s Republic of China in Russian –

Source: People’s Republic of China – State Council News

ISTANBUL, May 15 (Xinhua) — Turkish Foreign Minister Hakan Fidan met with the Russian delegation for peace talks with Ukraine, led by Russian presidential aide Vladimir Medinsky, in Istanbul on Thursday.

The meeting took place behind closed doors at around 21:00 local time /18:00 GMT/ at the presidential residence Dolmabahce.

According to the Turkish Foreign Ministry, talks between Moscow and Kiev are scheduled for May 16. They will be attended by delegations from Russia, Ukraine, headed by Defense Minister Rustem Umerov, and the United States, headed by Secretary of State Marco Rubio.

H. Fidan is also expected to take part in the talks.

Russian President Vladimir Putin on May 11 proposed resuming direct talks with Ukraine in Istanbul, which were interrupted three years ago. –0–

MIL-OSI: CORRECTING AND REPLACING – Katapult Delivers 15.4% Gross Originations and 10.6% Revenue Growth in the First Quarter, Above Outlook

Source: GlobeNewswire (MIL-OSI)

Expects Growth to Accelerate In Second Quarter
Reiterates 2025 Guidance

PLANO, Texas, May 15, 2025 (GLOBE NEWSWIRE) — In the press release issued by Katapult Holdings, Inc. on May 15, 2025, in the gross originations by quarter table, Q4 in FY 2024 should be $75.2 million instead of $64.2 million.

The updated release reads:

Katapult Holdings, Inc. (“Katapult” or the “Company”) (NASDAQ: KPLT), an e-commerce-focused financial technology company, today reported its financial results for the first quarter ended March 31, 2025.

“2025 is off to a strong start and we are well positioned to achieve our full year targets,” said Orlando Zayas, CEO of Katapult. “We achieved double-digit gross originations and revenue growth, driven by increasing engagement with the Katapult app marketplace, including 57% growth in KPay originations. Our marketplace is thriving – from application growth to repeat purchase rates, to high Net Promoter scores and beyond, we believe we have all the hallmarks of a healthy ecosystem and we intend to lean into opportunities to accelerate our growth. We are excited about the future and as we continue to execute on our consumer and merchant initiatives, we feel confident that we can create value for all of our stakeholders.”

Operating Progress: Recent Highlights

Increased activity within the Katapult app marketplace
- ~59% of first quarter gross originations started in the Katapult app marketplace, making it the single largest customer referral source. Total app originations grew 42% year-over-year.
- Applications grew ~59% year-over-year in the first quarter
- Customer satisfaction remained high and Katapult had a Net Promoter Score of 66 as of March 31, 2025
- 57.4% of gross originations for the first quarter of 2025 came from repeat customers¹
Grew consumer engagement by adding app functionality and features and executing targeted marketing campaigns
- KPay conversion rate increased during the first quarter leading to unique customer count growth of more than 65% year-over-year
- KPay gross originations grew approximately 57% year-over-year in the first quarter; 35% of total gross originations were transacted using KPay
- Launched Ashley and Bed Bath & Beyond in the Katapult app marketplace, bringing the total number of merchants in our KPay ecosystem to 35
Made strong progress against merchant engagement initiatives
- Direct and waterfall gross originations, which represented 65% of total first quarter originations, grew approximately 40%, excluding the home furnishings and mattress category
- Continued to expand our waterfall partnerships by kicking off a new partnership with Finti, a modern waterfall financing platform that connects consumers with a curated network of lenders and financing providers
- Together with several merchant-partners, we launched targeted co-branded, co-promoted marketing campaigns that delivered year-over-year gross originations growth ranging from 7% to more than 75% depending on the campaign

First Quarter 2025 Financial Highlights

(All comparisons are year-over-year unless stated otherwise.)

Gross originations were $64.2 million, an increase of 15.4%. Excluding the home furnishings and mattress category, gross originations grew 51% year-over-year.
Total revenue was $71.9 million, an increase of 10.6%
Total operating expenses in the first quarter increased 17.3%. Our fixed cash operating expenses², which exclude litigation settlement and other non-cash and variable expenses, increased approximately 10.8%.
Net loss was $5.7 million for the first quarter of 2025 compared with net loss of $0.6 million reported for the first quarter of 2024. The higher net loss was mainly due to higher cost of sales and higher operating expenses.
Adjusted net loss² was $3.4 million for the first quarter of 2025 compared to adjusted net income of $1.0 million reported for the first quarter of 2024
Adjusted EBITDA² was $2.2 million for the first quarter of 2025 compared to Adjusted EBITDA² of $5.6 million in the first quarter of 2024. The year-over-year performance was impacted by higher cost of sales related to rapid, faster-than-expected gross originations growth during the first quarter of 2025 and the end of the fourth quarter of 2024.
Katapult ended the quarter with total cash and cash equivalents of $14.3 million, which includes $8.3 million of restricted cash. The Company ended the quarter with $77.8 million of outstanding debt on its credit facility.
Write-offs as a percentage of revenue were 9.0% in the first quarter of 2025 and are within the Company’s 8% to 10% long-term target range. This compares with 8.4% in the first quarter of 2024.

[1] Repeat customer rate is defined as the percentage of in-quarter originations from existing customers.
[2] Please refer to the “Reconciliation of Non-GAAP Measure and Certain Other Data” section and the GAAP to non-GAAP reconciliation tables below for more information.

Second Quarter and Full Year 2025 Business Outlook

The Company is continuing to navigate a challenging macro environment particularly within the home furnishings category. Given the current breadth of our merchant selection as well as our plans to introduce new merchants to the Katapult App Marketplace during 2025, our strategic marketing and our strong consumer offering, we believe we are well positioned to deliver continued growth in 2025. We continue to believe that we have a large addressable market of underserved, non-prime consumers, and it’s important to note that lease-to-own solutions have historically benefited when prime credit options become less available.

Given our quarter-to-date progress, Katapult expects the following results for the second quarter of 2025:

25% to 30% year-over-year increase in gross originations
17% to 20% year-over-year increase in revenue
Approximately breakeven Adjusted EBITDA

Based on the macroeconomic assumptions above and the operating plan in place for the full year 2025, Katapult is reiterating its expectations for full year 2025:

We expect gross originations to grow at least 20%

This outlook does not include any material impact from prime creditors tightening or loosening above us and assumes that there are no significant changes to the macro environment.

Both our second quarter and full year outlooks assume that the gross originations for the home furnishings and mattress category do not improve materially from our 2024 performance.

We also expect to maintain strong credit quality in our portfolio. This will be driven by ongoing enhancements to our risk modeling, onboarding high quality new merchants through integrations, and repeat customers engaging with Katapult Pay

Revenue growth is expected to be at least 20%

Finally, with the continued execution of our disciplined expense management strategy combined with our growing top-line, we expect to deliver at least $10 million in positive Adjusted EBITDA

“The first quarter came in stronger than our outlook, and we are continuing to successfully grow our top-line without meaningfully increasing our expense base,” said Nancy Walsh, CFO of Katapult. “The second quarter is off to a great start and we believe we can continue to scale our business by offering a transparent and fair LTO product to consumers and a growth engine to our partners. Our team’s hard work and agile execution is fueling our growth and we are looking forward to a great 2025.”

Conference Call and Webcast

The Company will host a conference call and webcast at 8:00 AM ET on Thursday, May 15, 2025, to discuss the Company’s financial results. Related presentation materials will be available before the call on the Company’s Investor Relations page at https://ir.katapultholdings.com. The conference call will be broadcast live in listen-only mode and an archive of the webcast will be available for one year.

About Katapult

Katapult is a technology driven lease-to-own platform that integrates with omnichannel retailers and e-commerce platforms to power the purchasing of everyday durable goods for underserved U.S. non-prime consumers. Through our point-of-sale (POS) integrations and innovative mobile app featuring Katapult Pay(R), consumers who may be unable to access traditional financing can shop a growing network of merchant partners. Our process is simple, fast, and transparent. We believe that seeing the good in people is good for business, humanizing the way underserved consumers get the things they need with payment solutions based on fairness and dignity.

Contact

Jennifer Kull
VP of Investor Relations
ir@katapult.com

Forward-Looking Statements

Certain statements included in this Press Release and on our quarterly earnings call that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements may be identified by words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “should,” “will,” “would,” or the negative of these terms or other similar expressions. These forward-looking statements include, but are not limited to: in this Press Release and on our associated earnings call, statements regarding our second quarter of 2025 and full year 2025 business outlook and underlying expectations and assumptions and statements regarding our ability to obtain a comprehensive maturity extension amendment to our credit facility. These statements are based on various assumptions, whether or not identified in this Press Release, and on the current expectations of our management and are not predictions of actual performance.

These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond our control. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, our ability to refinance our indebtedness and continue as a going concern, the execution of our business strategy and expanding information and technology capabilities; our market opportunity and our ability to acquire new customers and retain existing customers; adoption and success of our mobile application featuring Katapult Pay; the timing and impact of our growth initiatives on our future financial performance; anticipated occurrence and timing of prime lending tightening and impact on our results of operations; general economic conditions in the markets where we operate, the cyclical nature of customer spending, and seasonal sales and spending patterns of customers; risks relating to factors affecting consumer spending that are not under our control, including, among others, levels of employment, disposable consumer income, inflation, prevailing interest rates, consumer debt and availability of credit, consumer confidence in future economic conditions, political conditions, and consumer perceptions of personal well-being and security and willingness and ability of customers to pay for the goods they lease through us when due; risks relating to uncertainty of our estimates of market opportunity and forecasts of market growth; risks related to the concentration of a significant portion of our transaction volume with a single merchant partner, or type of merchant or industry; the effects of competition on our future business; meet future liquidity requirements and complying with restrictive covenants related to our long-term indebtedness; the impact of unstable market and economic conditions such as rising inflation and interest rates; reliability of our platform and effectiveness of our risk model; data security breaches or other information technology incidents or disruptions, including cyber-attacks, and the protection of confidential, proprietary, personal and other information, including personal data of customers; ability to attract and retain employees, executive officers or directors; effectively respond to general economic and business conditions; obtain additional capital, including equity or debt financing and servicing our indebtedness; enhance future operating and financial results; anticipate rapid technological changes, including generative artificial intelligence and other new technologies; comply with laws and regulations applicable to our business, including laws and regulations related to rental purchase transactions; stay abreast of modified or new laws and regulations applying to our business, including with respect to rental purchase transactions and privacy regulations; maintain and grow relationships with merchants and partners; respond to uncertainties associated with product and service developments and market acceptance; the impacts of new U.S. federal income tax laws; material weaknesses in our internal control over financial reporting which, if not identified and remediated, could affect the reliability of our financial statements; successfully defend litigation; litigation, regulatory matters, complaints, adverse publicity and/or misconduct by employees, vendors and/or service providers; and other events or factors, including those resulting from civil unrest, war, foreign invasions (including the conflict involving Russia and Ukraine and the Israel-Hamas conflict), terrorism, public health crises and pandemics (such as COVID-19), trade wars, or responses to such events; our ability to meet the minimum requirements for continued listing on the Nasdaq Global Market; and those factors discussed in greater detail in the section entitled “Risk Factors” in our periodic reports filed with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K for the year ended December 31, 2024 that we filed with the SEC.

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we do not presently know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Undue reliance should not be placed on the forward-looking statements in this Press Release or on our quarterly earnings call. All forward-looking statements contained herein or expressed on our quarterly earnings call are based on information available to us as of the date hereof, and we do not assume any obligation to update these statements as a result of new information or future events, except as required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

Key Performance Metrics

Katapult regularly reviews several metrics, including the following key metrics, to evaluate its business, measure its performance, identify trends affecting our business, formulate financial projections and make strategic decisions, which may also be useful to an investor: gross originations, total revenue, gross profit, adjusted gross profit and adjusted EBITDA.

Gross originations are defined as the retail price of the merchandise associated with lease-purchase agreements entered into during the period through the Katapult platform. Gross originations do not represent revenue earned. However, we believe this is a useful operating metric for both Katapult’s management and investors to use in assessing the volume of transactions that take place on Katapult’s platform.

Total revenue represents the summation of rental revenue and other revenue. Katapult measures this metric to assess the total view of pay through performance of its customers. Management believes looking at these components is useful to an investor as it helps to understand the total payment performance of customers.

Gross profit represents total revenue less cost of revenue, and is a measure presented in accordance with generally accepted accounting principles in the United States (“GAAP”). See the “Non-GAAP Financial Measures” section below for a description and presentation of adjusted gross profit and adjusted EBITDA, which are non-GAAP measures utilized by management.

Non-GAAP Financial Measures

To supplement the financial measures presented in this press release and related conference call or webcast in accordance with GAAP, the Company also presents the following non-GAAP and other measures of financial performance: adjusted gross profit, adjusted EBITDA, adjusted net income/(loss) and fixed cash operating expenses. The Company believes that for management and investors to more effectively compare core performance from period to period, the non-GAAP measures should exclude items that are not indicative of our results from ongoing business operations.The Company urges investors to consider non-GAAP measures only in conjunction with its GAAP financials and to review the reconciliation of the Company’s non-GAAP financial measures to its comparable GAAP financial measures, which are included in this press release.

Adjusted gross profit represents gross profit less variable operating expenses, which are servicing costs, and underwriting fees. Management believes that adjusted gross profit provides a meaningful understanding of one aspect of its performance specifically attributable to total revenue and the variable costs associated with total revenue.

Adjusted EBITDA is a non-GAAP measure that is defined as net loss before interest expense and other fees, interest income, change in fair value of warrants and loss on issuance of shares, provision for income taxes, depreciation and amortization on property and equipment and capitalized software, provision of impairment of leased assets, loss on partial extinguishment of debt, stock-based compensation expense, litigation settlement and other related expenses, and debt refinancing costs.

Adjusted net income (loss) is a non-GAAP measure that is defined as net loss before change in fair value of warrants and loss on issuance of shares, stock-based compensation expense and litigation settlement and other related expenses and debt refinancing costs.

Fixed cash operating expenses is a non-GAAP measure that is defined as operating expenses less depreciation and amortization on property and equipment and capitalized software, stock-based compensation expense, litigation settlement and other related expenses, debt refinancing costs, and variable lease costs such as servicing costs and underwriting fees. Management believes that fixed cash operating expenses provides a meaningful understanding of non-variable ongoing expenses.

Adjusted gross profit, adjusted EBITDA and adjusted net loss are useful to an investor in evaluating the Company’s performance because these measures:

Are widely used to measure a company’s operating performance;
Are financial measurements that are used by rating agencies, lenders and other parties to evaluate the Company’s credit worthiness; and
Are used by the Company’s management for various purposes, including as measures of performance and as a basis for strategic planning and forecasting.

Management believes that the use of non-GAAP financial measures, as a supplement to GAAP measures, is useful to investors in that they eliminate items that are not part of our core operations, highly variable or do not require a cash outlay, such as stock-based compensation expense. Management uses these non-GAAP financial measures when evaluating operating performance and for internal planning and forecasting purposes. Management believes that these non-GAAP financial measures help indicate underlying trends in the business, are important in comparing current results with prior period results and are useful to investors and financial analysts in assessing operating performance. However, these non-GAAP measures exclude items that are significant in understanding and assessing Katapult’s financial results. Therefore, these measures should not be considered in isolation or as alternatives to revenue, net loss, gross profit, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Katapult’s presentation of these measures may not be comparable to similarly titled measures used by other companies.


KATAPULT HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (amounts in thousands, except per share data)
	Three Months Ended March 31,
		2025			2024

Revenue
Rental revenue	$	71,078		$	64,142
Other revenue		868			919
Total revenue		71,946			65,061
Cost of revenue		57,597			48,573
Gross profit		14,349			16,488
Operating expenses		14,885			12,688
Income (loss) from operations		(536	)		3,800
Interest expense and other fees		(5,144	)		(4,527	)
Interest income		57			324
Change in fair value of warrant liability		(36	)		(162	)
Loss before income taxes		(5,659	)		(565	)
Provision for income taxes		(29	)		(5	)
Net loss	$	(5,688	)	$	(570	)

Weighted average common shares outstanding – basic and diluted		4,618			4,242

Net loss per common share – basic and diluted	$	(1.23	)	$	(0.13	)


KATAPULT HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data)
	March 31,			December 31,
		2025			2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	5,965		$	3,465
Restricted cash		8,346			13,087
Property held for lease, net of accumulated depreciation and impairment		66,913			67,085
Prepaid expenses and other current assets		4,445			6,731
Total current assets		85,669			90,368
Property and equipment, net		244			253
Capitalized software and intangible assets, net		2,155			2,076
Right-of-use assets, non-current		376			383
Security deposits		91			91
Total assets	$	88,535		$	93,171
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	3,040		$	1,491
Accrued liabilities		18,945			17,372
Accrued litigation settlement		2,199			2,199
Unearned revenue		5,711			4,823
Revolving line of credit, net		77,663			82,582
Term loan, net, current		31,490			30,047
Lease liabilities		129			179
Total current liabilities		139,177			138,693
Lease liabilities, non-current		431			444
Other liabilities		614			828
Total liabilities		140,222			139,965
STOCKHOLDERS’ DEFICIT
Common stock, $.0001 par value– 250,000,000 shares authorized; 4,483,544 and 4,446,540 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		—			—
Additional paid-in capital		102,452			101,657
Accumulated deficit		(154,139	)		(148,451	)
Total stockholders’ deficit		(51,687	)		(46,794	)
Total liabilities and stockholders’ deficit	$	88,535		$	93,171


KATAPULT HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (dollars in thousands)
	Three Months Ended March 31,
		2025			2024
Cash flows from operating activities:
Net loss	$	(5,688	)	$	(570	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		39,392			34,026
Depreciation for early lease purchase options (buyouts)		9,664			7,613
Depreciation for impaired leases		6,632			5,636
Change in fair value of warrants and other non-cash items		36			162
Stock-based compensation		1,066			1,391
Amortization of debt discount		963			669
Amortization of debt issuance costs, net		88			66
Accrued PIK interest expense		480			347
Amortization of right-of-use assets		76			76
Changes in operating assets and liabilities:
Property held for lease		(55,185	)		(45,249	)
Prepaid expenses and other current assets		2,217			1,029
Accounts payable		1,549			754
Accrued liabilities		1,573			(4,123	)
Accrued litigation		(250	)		—
Lease liabilities		(63	)		(55	)
Unearned revenues		888			208
Net cash provided by operating activities		3,438			1,980
Cash flows from investing activities:
Purchases of property and equipment		(24	)		—
Additions to capitalized software		(377	)		(126	)
Net cash used in investing activities		(401	)		(126	)
Cash flows from financing activities:
Proceeds from revolving line of credit		5,128			10,058
Principal repayments on revolving line of credit		(10,135	)		(2,840	)
Repurchases of restricted stock		(271	)		(312	)
Net cash (used in) provided by financing activities		(5,278	)		6,906
Net (decrease) increase in cash, cash equivalents and restricted cash		(2,241	)		8,760
Cash and cash equivalents and restricted cash at beginning of period		16,552			28,811
Cash and cash equivalents and restricted cash at end of period	$	14,311		$	37,571
Supplemental disclosure of cash flow information:
Cash paid for interest	$	3,661		$	3,382
Cash paid for income taxes	$	—		$	112
Cash paid for operating leases	$	111		$	82


KATAPULT HOLDINGS, INC. RECONCILIATION OF NON-GAAP MEASURES AND CERTAIN OTHER DATA (UNAUDITED) (amounts in thousands)
	Three Months Ended March 31,
		2025			2024

Net loss	$	(5,688	)	$	(570	)
Add back:
Interest expense and other fees		5,144			4,527
Interest income		(57	)		(324	)
Change in fair value of warrants		36			162
Provision for income taxes		29			5
Depreciation and amortization on property and equipment and capitalized software		330			266
Provision for impairment of leased assets		150			173
Stock-based compensation expense		1,066			1,391
Litigation settlement and other related expenses		259		$	—
Debt refinancing costs	$	971			—
Adjusted EBITDA	$	2,240		$	5,630


	Three Months Ended March 31,
		2025			2024

Net loss	$	(5,688	)	$	(570	)
Add back:
Change in fair value of warrants		36			162
Stock-based compensation expense		1,066			1,391
Litigation settlement and other related expenses		259			—
Debt refinancing costs		971			—
Adjusted net income (loss)	$	(3,356	)	$	983


	Three Months Ended March 31,
		2025		2024

Operating expenses	$	14,885	$	12,688
Less:
Depreciation and amortization on property and equipment and capitalized software		330		266
Stock-based compensation expense		1,066		1,391
Servicing costs		1,085		1,132
Underwriting fees		772		509
Litigation settlement and other related expenses		259		—
Debt refinancing costs		971	$	—
Fixed cash operating expenses	$	10,402	$	9,390

(in thousands)	Three Months Ended March 31,
		2025		2024

Total revenue	$	71,946	$	65,061
Cost of revenue		57,597		48,573
Gross profit		14,349		16,488
Less:
Servicing costs		1,085		1,132
Underwriting fees		772		509
Adjusted gross profit	$	12,492	$	14,847


CERTAIN KEY PERFORMANCE METRICS

(in thousands)	Three Months Ended March 31,
		2025		2024
Total revenue	$	71,946	$	65,061


KATAPULT HOLDINGS, INC. GROSS ORIGINATIONS BY QUARTER
	Gross Originations by Quarter
($ millions)	Q1		Q2		Q3		Q4
FY 2025	$	64.2	$	—	$	—	$	—
FY 2024	$	55.6	$	55.3	$	51.2	$	75.2
FY 2023	$	54.7	$	54.7	$	49.6	$	67.5
FY 2022	$	46.7	$	46.4	$	44.1	$	59.8
FY 2021	$	63.8	$	64.4	$	61.0	$	58.9

MIL-OSI: BIO-key Reports Q1’25 Revenue of $1.6M and Improved Cash Position of $3.1M; Hosts Investor Call Tomorrow, Friday May 16th at 10am ET

Source: GlobeNewswire (MIL-OSI)

HOLMDEL, N.J., May 15, 2025 (GLOBE NEWSWIRE) — BIO-key ® International, Inc. (Nasdaq: BKYI), an innovative provider of workforce and customer Identity and Access Management (IAM) solutions featuring passwordless, phoneless and tokenless Identity-Bound Biometric (IBB) authentication, announced results for its first quarter (Q1’25). BIO-key will host an investor call tomorrow, Friday, May 16th at 10:00am ET (details below).

BIO-key CEO, Mike DePasquale commented, “Our revenue rose approximately 10% sequentially vs. Q4’24, as we continue our transition to selling high-margin BIO-key branded products in Europe, the Middle East and Africa (EMEA). Year-over-year revenue decreased 25% due to a $1.2M two-year contract with a long-term financial services customer we closed in Q1’24, as compared to $690k recorded in Q1’25 from the customer’s addition of incremental biometric capabilities. We expect revenue from this customer to increase significantly in the next two-year period commencing in 2026, due to their expanding deployment and the addition of our one-to-many fingerprint-only biometric ID system that requires no card or account number for client Identification.

“Our gross margin remained healthy in Q1 at 83%, and we reduced our selling, general and administrative expense by 23% year-over-year. Our cash position increased substantially to $3.1M reflecting proceeds from warrant exercises early in Q1’25. Since December 31, we have also reduced the principal balance on our outstanding note payable. These balance sheet improvements provide solid footing for BIO-key as we pursue new growth opportunities.”

Q1 Highlights

Mr. DePasquale continued, “Moving forward, we are seeing growing traction for our identity bound biometric solutions in defense/security and financial services applications that require the highest levels of security. In these use cases, our customers are drawn to our unique ability to authenticate the individual seeking data or network access rather than alternate factors that are far more prone to being compromised. We now support secure biometric authentication for a number of national and international defense and police organizations and are working to leverage these powerful endorsements in our business development efforts.

“We continue to build our base of government and government related customers who appreciate the flexibility, ease of use and ability to support multiple authentication factors that create a compelling return on investment profile. We see growing interest in our unique passwordless, phoneless and tokenless authentication solutions, which meet the most pressing security and usability challenges.

“We have built a solid presence in state, local and educational (SLED) markets domestically, as we now serve over 100 institutions with over 4M end users. In Q1’25 the Wyoming Department of Education deployed PortalGuard IDaaS, adding up to 20,000 SaaS end users. Additionally, many existing higher ed customers are migrating from our on-premises solution to PortalGuard IDaaS, further expanding our base of recurring revenue.

“Building on this, we executed a strategic partnership and Joint Purchase Agreement in Q1’25 with California’s Education Technology Joint Powers Authority (Ed Tech JPA), resulting in PortalGuard becoming an approved solution for the alliance’s 195 K-12 schools and districts, servicing over 2.6M students. Importantly, BIO-key solutions are uniquely positioned to comply with California’s Phone-Free Schools Act (AB-1326) policies limiting or prohibiting smartphone use in schools by July 2026. Most competing solutions rely on phone authenticators or hardware security keys, neither of which are practical solutions for schools.

“From a strategic standpoint, we are excited about the revenue and margin potential in EMEA now that we have refocused our efforts on BIO-key solutions in those markets. Our transition away from Swivel Secure licensed solutions beginning in the second half of 2024 resulted in some challenging year-over-year revenue comparisons but we fully expect to return our EMEA performance to growth and enhanced margins over the remainder of 2025.

“Based on the security, flexibility, ease of deployment and compelling ROI provided by our solutions, we feel well positioned to deliver improved top- and bottom-line results in 2025. However, given the timing of large customer orders or renewals, our financial performance is likely to fluctuate on a quarter-to-quarter basis. Given increasing interest in our biometric solutions, growing adoption of passwordless, phoneless and tokenless IAM solutions, our improved balance sheet, strong margin profile, and revenue traction in EMEA markets, we are very optimistic about our growth outlook. We also continue to seek opportunities to reduce costs and lower our breakeven level to support our path to positive cash flow and profitability.”

Financial Results

Total revenues decreased to $1,607,159 in Q1’25 from $2,181,203, mainly due to the impact of $1.2M in Q1’24 revenue from a 2-year renewal contract with a long-term financial services customer vs. $690k from this customer in Q1’25. License fee revenue decreased to $1,098,758 in Q1’25 from $1,950,434 a year ago, reflecting the variance in revenue from the long-term financial services customer, as well as the impact on revenue of transitioning from selling third-party Swivel Secure products and services to BIO-key products, in the EMEA region.

Service revenues increased to $272,598 in Q1’25 from $213,122 in Q1’24, including approximately $265,000 and $193,000, respectively, of recurring maintenance and support revenue, and $8,000 and $20,000, respectively, of non-recurring custom services revenue. The recurring revenue increase of $72,000 or 37% was due to incremental support services for a large customer service agreement. Non-recurring custom services decreased due to the removal of a large Swivel Secure customer.

Hardware sales increased to $235,803 in Q1’25 from $17,647 in Q1’24, due largely to increased purchases of fingerprint biometric scanners in support of certain customers’ expanded deployments in Q1’25.

Gross profit decreased to $1,327,661 in Q1’25 from $1,881,560 in Q1’24, reflecting gross margins of 82.6% and 86.3%, respectively. The gross profit decline is due primarily to lower revenue in Q1’25 as well as the impact of higher levels of lower margin hardware revenue.

BIO-key reduced its Q1’25 operating expenses by $422,195 to $1,968,299 from $2,390,494 in Q1’24, due to reductions of $410,449 in SG&A and $11,746 in research, development and engineering. Q1’25 SG&A expenses decreased 23% to $1,372,524 from $1,782,973 in Q1’24, reflecting reductions in administration, sales personnel costs, and professional service fees. The RD&E decrease was due primarily to lower rent costs.

Reflecting lower revenues which was partially offset by lower operating costs, BIO-key’s Q1’25 net loss increased to $736,545, or ($0.16) per share, as compared to $510,285, or ($0.32) per share, in Q1’24.

Balance Sheet

As of March 31, 2025, BIO-key’s total current assets improved to $4.6M, including $3.1M of cash and cash equivalents, $0.8M of net accounts receivable and due from factor, and approximately $358,000 of inventory. This compares to total current assets of $1.9M at December 31, 2024, including approximately $438,000 of cash and cash equivalents, $0.8M of net accounts receivable and due from factor, and $378,000 of inventory.

Conference Call Details

Date / Time:	Friday, May 16th at 10 a.m. ET
Call Dial In #:	1-877-418-5460 U.S. or 1-412-717-9594 Int’l
Live Webcast / Replay:	Webcast & Replay Link – Available for 3 months.
Audio Replay:	1-877-344-7529 U.S. or 1-412-317-0088 Int’l; code 6501265

About BIO-key International, Inc. (www.BIO-key.com)

BIO-key is revolutionizing authentication and cybersecurity with biometric-centric, multi-factor identity and access management (IAM) software securing access for over forty million users. BIO-key allows customers to choose the right authentication factors for diverse use cases, including phoneless, tokenless, and passwordless biometric options. Its hosted or on-premise PortalGuard IAM solution provides cost-effective, easy-to-deploy, convenient, and secure access to computers, information, applications, and high-value transactions.

BIO-key Safe Harbor Statement

All statements contained in this press release other than statements of historical facts are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “Act”). The words “estimate,” “project,” “intends,” “expects,” “anticipates,” “believes” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are made based on management’s beliefs, as well as assumptions made by, and information currently available to, management pursuant to the “safe-harbor” provisions of the Act. These statements are not guarantees of future performance or events and are subject to risks and uncertainties that may cause actual results to differ materially from those included within or implied by such forward-looking statements. These risks and uncertainties include, without limitation, our history of losses and limited revenue; our ability to raise additional capital to satisfy working capital needs; our ability to continue as a going concern; our ability to protect our intellectual property; changes in business conditions; changes in our sales strategy and product development plans; changes in the marketplace; continued services of our executive management team; security breaches; competition in the biometric technology and identity access management industries; market acceptance of biometric products generally and our products under development; our ability to convert sales opportunities to customer contracts; our ability to expand into Asia, Africa and other foreign markets; our ability to migrate Swivel Secure customers to BIO-key and Portal Guard offerings; our ability to execute definitive agreements with Fiber Food Systems and/or its customers to utilize our access management solutions; our ability to integrate our solutions into any of Fiber Food System’s offerings; fluctuations in foreign currency exchange rates; the duration and extent of continued hostilities in Ukraine and its impact on our European customers; the impact of tariffs and other trade barriers which may make it more costly for us to import inventory from China and Hong Kong and certain product components from South Korea; delays in the development of products, the commercial, reputational and regulatory risks to our business that may arise as a consequence of the restatement of our financial statements, including any consequences of non-compliance with Securities and Exchange Commission and Nasdaq periodic reporting requirements; our temporary loss of the use of a Registration Statement on Form S-3 to register securities in the future; any disruption to our business that may occur on a longer-term basis should we be unable to continue to maintain effective internal controls over financial reporting, and statements of assumption underlying any of the foregoing as well as other factors set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements whether as a result of new information, future events, or otherwise.

Engage with BIO-key

Investor Contacts

William Jones, David Collins
Catalyst IR
BKYI@catalyst-ir.com or 212-924-9800

BIO-KEY INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

	Three Months Ended
	March 31,
	2025			2024
Revenues
Services	$	272,598		$	213,122
License fees		1,098,758			1,950,434
Hardware		235,803			17,647
Total revenues		1,607,159			2,181,203
Costs and other expenses
Cost of services		98,144			138,849
Cost of license fees		72,885			148,221
Cost of hardware		108,469			12,573
Total costs and other expenses		279,498			299,643
Gross profit		1,327,661			1,881,560

Operating Expenses
Selling, general and administrative		1,372,524			1,782,973
Research, development and engineering		595,775			607,521
Total Operating Expenses		1,968,299			2,390,494
Operating loss		(640,638	)		(508,934	)
Other income (expense)
Interest income		3			5
Loan fee amortization		(60,000	)		–
Interest expense		(35,910	)		(1,356	)
Total other income (expense), net		(95,907	)		(1,351	)

Loss before provision for income tax		(736,545	)		(510,285	)

Provision for (income tax) tax benefit		–			–

Net loss	$	(736,545	)	$	(510,285	)

Comprehensive loss:
Net loss	$	(736,545	)	$	(510,285	)
Other comprehensive income (loss) – Foreign currency translation adjustment		6,803			(62,275	)
Comprehensive loss	$	(729,742	)	$	(572,560	)

Basic and Diluted Loss per Common Share	$	(0.16	)	$	(0.32	)

Weighted Average Common Shares Outstanding:
Basic and diluted		4,702,421			1,615,323

BIO-KEY INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2025			2024
	(Unaudited)
ASSETS
Cash and cash equivalents	$	3,133,752		$	437,604
Accounts receivable, net		803,277			718,229
Due from factor		40,450			74,170
Inventory		357,842			378,307
Prepaid expenses and other		254,285			278,648
Total current assets		4,589,606			1,886,958
Equipment and leasehold improvements, net		122,986			140,198
Capitalized contract costs, net		375,705			409,426
Deposits and other assets		7,976			7,976
Operating lease right-of-use assets		67,142			73,372
Investments		5,000,000			5,000,000
Intangible assets, net		1,020,261			1,097,630
Total non-current assets		6,594,070			6,728,602
TOTAL ASSETS	$	11,183,676		$	8,615,560

LIABILITIES
Accounts payable	$	568,836		$	818,187
Accrued liabilities		1,042,411			1,278,732
Note payable		762,151			1,525,977
Government loan – BBVA Bank, current portion		138,667			132,731
Deferred revenue, current		928,291			773,267
Operating lease liabilities, current portion		25,260			24,642
Total current liabilities		3,465,616			4,553,536
Deferred revenue, long term		136,931			196,237
Government loan – BBVA Bank – net of current portion		11,666			44,762
Operating lease liabilities, net of current portion		42,410			48,994
Total non-current liabilities		191,007			289,993
TOTAL LIABILITIES		3,656,623			4,843,529

Commitments and Contingencies

STOCKHOLDERS’ EQUITY

Common stock — authorized, 170,000,000 shares; issued and outstanding; 5,814,041 and 3,715,483 of $.0001 par value at March 31, 2025 and December 31, 2024, respectively		582			372
Additional paid-in capital		137,514,825			133,030,271
Accumulated other comprehensive loss		56,093			49,290
Accumulated deficit		(130,044,447	)		(129,307,902	)
TOTAL STOCKHOLDERS’ EQUITY		7,527,053			3,772,031
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	11,183,676		$	8,615,560

BIO-KEY INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended March 31,
	2025			2024

CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(736,545	)	$	(510,285	)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation		21,782			23,808
Amortization of intangible assets		76,245			78,005
Amortization of capitalized contract costs		46,545			38,665
Amortization of Note Payable		60,000			–
Interest payable on Note		35,173			–
Operating leases right-of-use assets		6,230			13,686
Share and warrant-based compensation for employees and consultants		52,488			47,790
Stock based directors’ fees		9,002			9,003
Bad debts		15,000			100,000
Change in assets and liabilities:
Accounts receivable		(85,048	)		399,749
Due from factor		33,720			91,070
Capitalized contract costs		(12,824	)		(158,005	)
Inventory		20,465			5,545
Prepaid expenses and other		24,363			(63,513	)
Accounts payable		(259,571	)		(116,012	)
Accrued liabilities		(236,321	)		(104,257	)
Deferred revenue		95,718			455,868
Operating lease liabilities		(1,734	)		(14,033	)
Net cash used in operating activities		(835,312	)		297,084
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(4,570	)		(1,869	)
Net cash used in investing activities		(4,570	)		(1,869	)
CASH FLOW FROM FINANCING ACTIVITIES:
Offering costs		(248,783	)		(13,470	)
Proceeds for exercise of warrants		3,813,057			1,400
Receipt of cash from Employee stock purchase plan		–			–
Repayment of government loan		(35,047	)		(41,821	)
Net cash used in financing activities		3,529,227			(53,891	)

Effect of exchange rate changes		6,803			(62,275	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		2,696,148			179,049
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		437,604			511,400
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3,133,752		$	690,449

MIL-OSI USA: Graham Statement On NATO Informal Foreign Ministers Meeting

US Senate News:

Source: United States Senator for South Carolina Lindsey Graham
WASHINGTON – U.S. Senator Lindsey Graham (R-South Carolina) today made this statement after joining Secretary of State Marco Rubio on the sidelines of the NATO Informal Foreign Ministers Meeting in Antalya, Turkey.
“I was pleased to join Secretary of State Rubio and his team at the side events for an informal meeting of the NATO foreign ministers. Secretary Rubio and his team did a masterful job expressing President Trump’s foreign policy goals that seek to bring about unity with our NATO allies on several major fronts.
“Turkey was an excellent host and is an invaluable ally that is helping to bring stability to the region, particularly with Syria.
“These are my takeaways from the meeting.”
On Syria:
“President Trump’s groundbreaking meeting with President Ahmed al-Sharaa of Syria has created a tremendous opportunity to change the trajectory of Syria for the better.
“President Trump has decided to waive sanctions on Syria, which could provide much-needed economic and humanitarian relief to a suffering population. I will be working closely with President Trump, Secretary Rubio and their teams to follow up on sanctions relief, and hopefully eventually rescinding Syria’s designation as a state sponsor of terrorism under U.S. law.
“I am clear-eyed about the challenges that lie ahead. They include Israel’s legitimate security concerns, the integration of minority groups, like the Kurds, into a cohesive Syria, and a continued commitment to fight ISIS and other radical groups.
“Today, I met with Syrian Foreign Minister Asaad al-Shaibani. I found his and President al-Sharaa’s statements encouraging.
“A new Syria that rejects radicalism and is willing to live in the region as a peaceful, productive partner aligned with the United States would truly be a gamechanger. I sense that history is in the making in all the right ways, however time will tell.”
On Russia:
“President Trump has earnestly sought to end the horrific war between Russia and Ukraine, and I share that desire. However, to achieve that goal, you must have willing partners. Ukraine has agreed to a ceasefire. Ukraine’s President came to Turkey – as suggested by President Trump – to talk peace with Putin. Putin, on the other hand, has decided not to attend and instead sent a low-level delegation to continue the same old storyline. I consider this decision inconsistent with wanting peace and an affront to those trying to make peace.
“I expect a very strong bipartisan statement of disappointment regarding Russia’s decision in Istanbul.
“Putin’s Russia is playing games and this needs to stop. I have over 70 cosponsors for sanctions against Russia if they continue the course they are on. This legislation also puts tariffs on countries that buy Russian oil, gas and other products. When it comes to Russia’s games, enough is enough.”
On China:
“China is one of the biggest purchasers of Russian oil and gas. They are propping up Putin’s war machine.
“President Trump wants to reset our relationship with China and I agree. However, the world needs to understand that without China buying cheap Russian oil, Putin’s war machine would come to a grinding halt. To all those who buy cheap Russian oil and gas, the days where you do so with impunity are quickly coming to an end.
“It is now time for the U.S. Senate to move strongly because Putin is giving us no other choice.”

MIL OSI USA News –

https://www.youtube.com/watch?v=AyBdHnb7b1Y

MIL-OSI Video: ‘One Europe for 600 Million Citizens’ Commission President von der Leyen at the EPC Summit, Albania

Source: European Commission (video statements)

On 16 May 2025, Commission President Ursula von der Leyen delivers a speech at the European Political Community (EPC) Meeting in Tirana, Albania.

‘New Europe in a new world: unity – cooperation – joint action’ is the key theme of the event. Leaders will first meet in a plenary session dedicated to security and a shared vision for the future of Europe.

Three high-level roundtables will then take place around the following topics:
– Europe’s security and democratic resilience, including Russia’s war of aggression against Ukraine
– competitiveness and economic security
– mobility challenges and youth empowerment

Follow live events and access media content here:
https://audiovisual.ec.europa.eu/en/

Stay updated — follow us on X: https://x.com/EC_AVService

Watch on the Audiovisual Portal of the European Commission:
https://audiovisual.ec.europa.eu/en/

Follow us on:
-X: https://twitter.com/EU_Commission
-Instagram: https://www.instagram.com/europeancommission/
-Facebook: https://www.facebook.com/EuropeanCommission
-LinkedIn: https://www.linkedin.com/company/european-commission/
-Medium: https://medium.com/@EuropeanCommission

Check our website: http://ec.europa.eu/

MIL OSI Video –

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

MIL-OSI Video: Libya, Gaza, & other topics – Daily Press Briefing | United Nations

Source: United Nations (Video News)

Noon briefing by Farhan Haq, Deputy Spokesperson for the Secretary-General.

Highlights:
– Secretary-General/Travels
– Libya
– Occupied Palestinian Territory
– Security Council
– Democratic Republic of the Congo
– Democratic Republic of the Congo/Humanitarian
– Sudan
– Haiti
– Syria
– International Day of Families
– Briefings
– Financial Contribution

SECRETARY-GENERAL/TRAVELS
The Secretary-General left Germany in the morning and is now on his way to Iraq. Earlier today, in Berlin, he met with Frank-Walter Steinmeier, the Federal President of the Federal Republic of Germany. They discussed topics that included the situation in the Middle East and the partnership between the UN and Germany. 
Yesterday, he met the German Chancellor, Friedrich Merz, and he told reporters later that they had discussed, among other topics, the situations in Gaza and Ukraine.
While in Iraq, Mr. Guterres will attend the Arab League Summit. He will address the Summit on Saturday. He is also scheduled to hold a number of meetings with leaders and officials attending the summit, including leaders of the host country. He is also going to meet with our UN team in Iraq.

LIBYA
The Secretary-General takes note of the truce reached in Tripoli yesterday and calls on all parties to take urgent steps to sustain and build upon it through dialogue.
The rapid nature of the escalation, which drew armed groups from outside the city and subjected heavily populated neighborhoods to heavy artillery fire, was alarming. The Secretary-General is deeply saddened to hear of the deaths of at least eight civilians in the recent clashes.
The Secretary-General reminds all parties of their obligation to protect civilians and calls on them to engage in serious dialogue in good faith to address the root causes of the conflict.
The United Nations stands ready to provide its good offices to facilitate agreement on a path towards lasting peace and stability in Libya.

Full Highlights: https://www.un.org/sg/en/content/noon-briefing-highlight

MIL OSI Video –

MIL-OSI Europe: Written question – Transparency of the Commission’s actions in promoting its CSDP initiatives in Member States – E-001826/2025

Source: European Parliament

Question for written answer E-001826/2025/rev.1
to the Commission
Rule 144
Michał Dworczyk (ECR)

The Commission is obliged to ensure transparency in the development and implementation of EU legislation and policies. However, in recent years, there have been numerous reports of a lack of transparency. One need only mention the Commission President’s secret SMS negotiations on the purchase of COVID-19 vaccines, or the Commission’s lobbying of MEPs on the Green Deal[1], which violated the principles of sincere cooperation between EU institutions.

Another example is the Commission’s lobbying activities in Member States to promote its policies in the area of security and defence, including the arms industry. The EU’s competences in these areas are limited, yet more and more proposals put forward by the Commission indicate a systematic drive to secure greater decision-making powers at EU level. In particular, since the outbreak of the full-scale war in Ukraine, the Commission’s initiatives relating to the defence industry, while not formally changing the competences laid down in the Treaties, have de facto extended the EU’s influence in these areas through financial and regulatory instruments. Therefore, the Commission’s actions aimed at shaping public opinion and influencing the public debate in Member States on security and defence issues raise serious legal and ethical concerns.

In light of the foregoing:

How many contracts has the Commission concluded, for what amounts and in which countries for lobbying activities for its initiatives in the area of Common Security and Defence Policy (CSDP) and the arms industry in the Member States?

Submitted: 6.5.2025

[1] According to the media, the Commission used European taxpayers’ money to commission lobbying activities aimed at influencing the views of MEPs. https://www.lepoint.fr/monde/la-commission-europeenne-a-paye-des-ong-pour-faire-son-lobbying-sur-le-pacte-vert-23-01-2025-2580637_24.php#11

Last updated: 15 May 2025

MIL-OSI Europe: Press release – MEPs back new tariffs on Russian and Belarusian agricultural goods

Source: European Parliament

The International Trade Committee has approved a 50% increase in tariffs on certain Russian and Belarusian agricultural goods to further reduce EU dependency.

MEPs in the International Trade Committee have backed a Commission proposal to increase EU tariffs by 50% on those agricultural products from Russia and Belarus that are still excluded from other customs duties. The aim is to reduce EU dependency on the two countries still further. Products to be hit by the new tariffs include sugars, vinegar, flour and animal feed.

The approved text also provides period. The latter duties would rise to €430 per tonne by 2028. Income from Russian and Belarusian fertilisers is seen as contributing directly to the war against Ukraine.

The proposed measures will significantly reduce imports into the EU of the goods concerned originating in or exported directly or indirectly from Russia and Belarus. This should result in further diversification of EU fertiliser production, a sector that is currently suffering from the low prices of imported goods.

The legislation also tasks the Commission with monitoring and acting to mitigate price increases that could damage the internal market and the EU agriculture sector.

The draft regulation was adopted by 29 votes in favour, 6 against and 2 abstentions.

Quote

The standing rapporteur for Russia Inese Vaidere (EPP, LV) said: “This regulation to gradually increase customs duties for products from Russia and Belarus will help to prevent Russia from using the EU market to finance its war machine. It is not acceptable that three years after Russia launched its full-scale war, the EU is still buying critical products in large volumes; in fact, these imports have significantly increased.

The proposal will also boost EU fertiliser production, which has taken a hit from cheap Russian imports, while giving farmers time to adjust.”

Next steps

The proposal will now be put to a vote in Parliament’s next plenary session, which will take place in Brussels, on Thursday 22 May.

Background

Imports into the EU of urea and nitrogen-based fertilisers from Russia, already high in 2023, increased significantly in 2024. According to the Commission, imports of the fertilisers covered by this regulation reflect a situation of economic dependence on Russia. If left unchecked, the situation could harm EU food security and, especially in the case of fertilisers, make the EU vulnerable to possible coercive measures by Russia.

To tackle these issues, on 28 January 2025, the Commission presented its proposal to impose tariffs on fertilisers and certain agricultural products originating in Russia and Belarus.

MIL-OSI Global: Putin dodges peace talks in Istanbul as Russia pushes for territorial concessions from Ukraine

Source: The Conversation – UK – By Sam Phelps, Commissioning Editor, International Affairs

This article was first published in The Conversation UK’s World Affairs Briefing email newsletter. Sign up to receive weekly analysis of the latest developments in international relations, direct to your inbox.

Demands by British, French, German and Polish leaders in Kyiv last weekend that Russia agree to a 30-day ceasefire in Ukraine or face possible “massive” sanctions went down in Moscow about as well as you’d expect. In an address from the Kremlin, Russian president Vladimir Putin lambasted European powers for talking to Russia “in a boorish manner and with the help of ultimatums”.

He did, however, offer a counter-proposal: an invitation for Ukraine to take part in direct talks in the Turkish city of Istanbul. Putin called the talks “the first step towards a long-term, lasting peace”. Ukraine’s president, Volodymyr Zelensky, accepted the invitation and announced he would attend the talks in person. He challenged Putin to do the same.

But on the eve of the talks it was announced that, no, Putin wouldn’t attend and a junior delegation would be sent in his place. Zelensky, who is in Turkey anyway for talks with the Turkish president, Recep Tayyip Erdoğan, has called the Russian envoy “phony” and accused Moscow of sending “stand-in props”.

Putin’s no-show, alongside Russia’s refusal to agree to a ceasefire as a precursor to negotiations, probably says all you need to know about whether Moscow truly intends to bring the war to an end. But, regardless, the talks are the first to take place directly between the two warring parties since the early weeks of Russia’s full-scale invasion.

Sign up to receive our weekly World Affairs Briefing newsletter from The Conversation UK. Every Thursday we’ll bring you expert analysis of the big stories in international relations.

The Russian delegation in Istanbul is being led by Vladimir Medinsky, a Putin aide who led the previous round of direct peace talks with Ukraine. This is evidence, as Stefan Wolff and Tetyana Malyarenko also point out, that Russia wants the talks to be based on the same framework as in 2022 – namely, forcing Ukraine to accept significant restrictions on its military and sovereignty.

Wolff and Malyarenko, who are two regular contributors to our coverage of the war in Ukraine, explain that Russia’s territorial demands have become more contentious since the start of the war. Russia’s current position is that it sees international recognition of Crimea, Sevastopol, the Donetsk and Luhansk People’s Republics, and the Kherson and Zaporizhzhia regions as part of Russia as “imperative”.

This is a non-starter for Ukraine. But Wolff and Malyarenko suggest there could be some flexibility on accepting that some parts of Ukrainian territory are under temporary Russian control in exchange for peace.

The problem, they write, is that much of the territory Russia currently occupies, including Crimea and land on the shores of the Azov Sea, is of key strategic value for Russia. Donetsk and Luhansk, meanwhile, have substantial economic value because of the resources located there.

In any case, there is no guarantee that territorial concessions from Kyiv now would put a permanent end to the war, write Wolff and Malyarenko. This is because it “does not address the fundamental issue of how to deal with a vengeful and revisionist autocracy on Europe’s doorstep”.

Lasting peace between India and Pakistan, two countries that regularly clash over control of the disputed Kashmir region, is proving equally tricky to find. Several rounds of military strikes, prompted by a terrorist attack in Indian-administered Kashmir in April that killed at least 31 people, have recently brought the nuclear powers closer to war than they have been in decades.

The Trump administration initially expressed reluctance to get involved, saying it was “none of our business”. But as hostilities rapidly escalated, raising the prospect of nuclear war, US officials stepped in and talked down the two countries. A ceasefire was agreed that, for almost a week now, seems to have held.

Alex Waterman and Sudhir Selvaraj, experts on peace studies at the University of Bradford, say the ceasefire represents an “incredibly precarious peace”.

That ceasefires have been agreed – and respected – by the two parties before is cause for optimism, they write. But cross-border tensions have increased in recent years. Waterman and Selvaraj argue this has been part of a strategy used by Pakistan’s powerful army to deflect attention away from political and economic crises at home.

Tensions remain high and may, at some point, spill over again. Some of the decisions taken by India after the recent terror attack, for instance, such as the suspension of a treaty governing water sharing of rivers in the Indus basin, could compel further support for militant groups in Kashmir. Despite a US offer to mediate talks between the two countries, deeper resolution looks a way off.

Donald Trump, meanwhile, is wrapping up his four-day tour of the Middle East. His visit has seen him sit down with the Saudi crown prince and the Qatari emir (as well as Syria’s leader, Ahmed al-Sharaa) to discuss bolstering economic and security ties.

In that sense, the trip has been a resounding success. Trump signed a US$142 billion (£107 billion) arms deal with Saudi Arabia and agreements with Qatar that, according to the White House, will “generate an economic exchange worth at least US$1.2 trillion”.

Adam Hanieh, a professor of political economy at the University of Exeter, explains that arrangements like these are part of a long history in which the Gulf monarchies have supported the architecture of US global power.

In this piece, Hanieh explores how the vast amounts of income generated by the Gulf’s nationalised petroleum industries in the 20th century was invested into US financial markets. Gulf states, he writes, were essential contributors to the growth of the US as a global financial power.

The US promised military protection in return, resulting in a web of American military bases across the region. As Trump’s lavish welcome in the Middle East shows, the relationship between the US and Gulf monarchies looks robust.

But much has changed in the past two decades, says Hanieh, referring to China’s rise as a global manufacturing hub. The Gulf is a critical energy lifeline for Beijing, while China’s demand for oil, gas and petrochemicals will be a vital part of the Gulf’s economic future.

Trump is no stranger to competition with China, as his first five months in office have shown. Tit-for-tat tariffs that the US and China imposed on each other quickly snowballed into heavy duties, as high as 145% on Chinese goods looking to enter the US.

However, after weeks of signalling that tariff levels could reduce, US and Chinese officials announced this week that US tariffs on Chinese goods would drop to 30% for a period of 90 days, while Chinese tariffs on US products would drop back to 10%. Trade negotiations between the two countries will continue.

We asked Chee Meng Tan, an assistant professor of business economics at the University of Nottingham, what the deal means for China. He says the tariff reduction has provided China with much-needed relief as it attempts to repair its ailing economy.

But China will ultimately hope to bring US tariffs down to around 10%, in line with the rest of the world. And, as Tan explains, there is more China can do to persuade the Trump administration to cut tariffs further. Ensuring the flow of critical minerals to the US and assuring its support for US agriculture, an important political support base for Trump, will be key.

China needs to engage with the US and lower US tariffs as much as possible. But it will want to look at other options, writes Tan, rather than relying on an unpredictable Trump. The next 90 days are a big deal for Beijing.

Jonathan Este is on holiday.

World Affairs Briefing from The Conversation UK is available as a weekly email newsletter. Click here to get updates directly in your inbox.

– ref. Putin dodges peace talks in Istanbul as Russia pushes for territorial concessions from Ukraine – https://theconversation.com/putin-dodges-peace-talks-in-istanbul-as-russia-pushes-for-territorial-concessions-from-ukraine-256504

MIL OSI – Global Reports –

MIL-OSI Russia: V. Zelensky refused to participate in Russian-Ukrainian negotiations in Istanbul

Translation. Region: Russian Federal

Source: People’s Republic of China in Russian – People’s Republic of China in Russian –

Source: People’s Republic of China – State Council News

ANKARA, May 15 (Xinhua) — Ukrainian President Volodymyr Zelensky said at a press conference held at the Ukrainian Embassy in Turkey on Thursday that he will not personally participate in the talks with the Russian side in Istanbul, but the Ukrainian side will send a high-level delegation to them.

V. Zelensky arrived in Ankara at midday on May 15, after which he held several hours of closed-door talks with Turkish President Recep Tayyip Erdogan at his residence. He then made the above statement at a press conference at the Ukrainian embassy.

He said that the Ukrainian delegation would be headed by Defense Minister Rustem Umerov and would include representatives of military and intelligence agencies. It is not yet clear when the talks will take place – May 15 or 16.

The head of the Russian delegation to the talks with Ukraine, Vladimir Medinsky, said on Thursday: “We view these talks as a continuation of the peace process in Istanbul, which, unfortunately, was interrupted by the Ukrainian side three years ago. Our official delegation has been approved by a presidential decree, and it has all the necessary competencies and powers to conduct negotiations.”

“The delegation is set on a constructive mood, on finding possible solutions and points of contact. The goal of direct negotiations with the Ukrainian side is to sooner or later establish long-term peace by eliminating the basic root causes of the conflict,” the head of the Russian delegation emphasized. –0–

MIL-OSI Russia: The Russian delegation in Istanbul is determined to find possible solutions and points of contact – head of the delegation V. Medinsky

Translation. Region: Russian Federal

Source: People’s Republic of China in Russian – People’s Republic of China in Russian –

Source: People’s Republic of China – State Council News

Moscow, May 15 (Xinhua) — The Russian delegation views the talks with Ukraine as a continuation of the peace process in Istanbul, which was interrupted in 2022, Vladimir Medinsky, head of the Russian delegation at the talks with Ukraine, said on Thursday.

“We view these negotiations as a continuation of the peace process in Istanbul, which, unfortunately, was interrupted by the Ukrainian side three years ago. Our official delegation was approved by the presidential decree, and it has all the necessary competencies and powers to conduct negotiations,” V. Medinsky said.

“The delegation is set on a constructive mood, on finding possible solutions and points of contact. The task of direct negotiations with the Ukrainian side is to sooner or later reach the establishment of long-term peace, eliminating the basic root causes of the conflict,” the head of the Russian delegation emphasized.

Russian President Vladimir Putin, speaking to journalists in the Kremlin on the night of May 11, proposed that the Ukrainian side resume direct negotiations, interrupted in 2022, without preconditions. It was proposed to begin the dialogue on May 15 in Istanbul. Later on May 11, Ukrainian President Volodymyr Zelensky proposed to V. Putin on the social network X to hold a personal meeting in Turkey on May 15 to resolve the Russian-Ukrainian armed conflict. He added that Ukraine also expects a full and long-term ceasefire starting on May 12. On Wednesday, V. Putin approved the composition of the Russian delegation for negotiations with Ukraine, headed by Russian presidential aide V. Medinsky. –0–

MIL-OSI United Kingdom: PM meeting with Prime Minister Rama of Albania: 15 May 2025

Source: United Kingdom – Executive Government & Departments

Press release

PM meeting with Prime Minister Rama of Albania: 15 May 2025

The Prime Minister was hosted by Prime Minister Edi Rama in Albania today.

The Prime Minister was hosted by Prime Minister Edi Rama in Albania today, ahead of the European Political Community summit tomorrow.

The Prime Minister thanked Prime Minister Rama for Albania’s warm hospitality and the leaders reflected on the significance of the first official visit by a UK Prime Minister.

They noted the UK and Albania’s joint work on tackling migration and sharing intelligence had been crucial in stemming the flow of migrants from the country.

The two countries agreed they would take that work even further with the updated UK-Albania Strategic Partnership agreed today. The Prime Minister said the model between the UK and Albania had been such a success, he wanted to roll out the approach with partners across Europe through the Joint Migration Taskforce, which both leaders welcomed the expansion of.

Reflecting on the partnership, the Prime Minister also welcomed the addition of strengthened defence cooperation between the two countries and growing economic ties.

Discussing the European Political Community summit tomorrow, both leaders agreed it was a crucial moment for Europe to demonstrate their solidarity with Ukraine and commitment to shared security.

The leaders looked forward to speaking again tomorrow.

Published 15 May 2025

MIL-OSI: Westhaven Completes Brokered Private Placement for Gross Proceeds of $4.6 Million

Source: GlobeNewswire (MIL-OSI)

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

VANCOUVER, British Columbia, May 15, 2025 (GLOBE NEWSWIRE) — Westhaven Gold Corp. (TSX-V:WHN) (“Westhaven” or the “Company”) is pleased to announce the closing of its previously announced brokered private placement (the “Offering“) for aggregate gross proceeds of $4,600,000, which includes the full exercise of the agent’s option for proceeds of $600,000. Under the Offering, the Company sold (i) 19,022,708 units of the Company (each, a “Unit”) at a price of $0.12 per Unit for gross proceeds of $2,282,725 from the sale of Units, and (ii) 17,165,000 common shares of the Company that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “FT Share”, and collectively with the Units, the “Offered Securities”) at a price of $0.135 per FT Share for gross proceeds of $2,317,275 from the sale of FT Shares.

Each Unit consists of one common share of the Company (each, a “Unit Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder to purchase one common share of the Company (each, a “Warrant Share”) at a price of $0.18 at any time on or before May 15, 2027.

Red Cloud Securities Inc. (the “Agent”) acted as sole agent and bookrunner in connection with the Offering. In consideration for their services, the Agent received a cash commission of $276,000 and 2,171,262 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant is exercisable for one common share of the Company (each, a “Broker Share”) at a price of $0.12 per Broker Share at any time on or before May 15, 2027.

The Offered Securities were sold to purchasers by way of the “accredited investor” exemption under National Instrument 45-106 – Prospectus Exemptions in the provinces of Alberta, British Columbia, Quebec, Ontario and Saskatchewan and to purchasers in certain offshore jurisdictions. The Unit Shares, Warrants, FT Shares and Warrant Shares issued and issuable from the sale of Offered Securities, and the Broker Shares, are subject to a hold period under Canadian securities laws ending on September 16, 2025.

The Company intends to use the net proceeds from the sale of Units for working capital and general corporate purposes. The gross proceeds from the sale and issuance of the FT Shares will be used to incur “Canadian exploration expenses” on the Company’s projects in British Columbia and will qualify as “flow-through mining expenditures”, as defined in subsection 127(9) of the Income Tax Act (Canada) (collectively, the “Qualifying Expenditures”), which will be incurred on or before December 31, 2026 and renounced to the subscribers under the Offering with an effective date no later than December 31, 2025 in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares. In addition, with respect to British Columbia resident subscribers or those who are eligible individuals under the Income Tax Act (British Columbia), the Qualifying Expenditures will be eligible for the 20% BC mining flow-through share tax credit.

Although the Company announced the possible sale of flow through units of the Company to be sold to charitable purchasers (“Charity FT Units”), the Agent and the Company determined not to proceed with the sale of any Charity FT Units.

Related Party Transaction

Members of the Company’s management, board of directors and certain other insiders participated in the Offering acquiring an aggregate of 2,459,000 Units for aggregate proceeds of $295,080. The issuance of Units to insiders pursuant to the Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relies on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation in the Offering by insiders will not exceed 25% of the fair market value of the Company’s market capitalization.

The securities offered have not been, nor will they be, registered under the U.S. Securities Act, as amended, or any state securities law, and may not be offered, sold or delivered, directly or indirectly, within the United States, or to or for the account or benefit of U.S. persons, absent registration or an exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful.

On behalf of the Board of Directors

WESTHAVEN GOLD CORP.

“Ken Armstrong”

Ken Armstrong, President & CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

About Westhaven Gold Corp.

Westhaven is a gold-focused exploration company targeting low sulphidation, high-grade, epithermal style gold mineralization within Canada’s newest gold district, the Spences Bridge Gold Belt. Westhaven controls ~61,512 hectares (~615 square kilometres) within four gold properties spread along this underexplored belt. The Shovelnose Gold Project is the most advanced property, with an updated 2025 Preliminary Economic Assessment that validates the Project’s potential as a robust, low cost and high margin 11-year underground gold mining opportunity with average annual life-of-mine gold production of 56,000 ounces and having a Cdn$454 million after-tax NPV6% and 43.2% IRR (base case parameters of US$2,400 per ounce gold, US$28 per ounce silver and CDN/US$ exchange rate of $0.72). Initial capital costs are projected to be Cdn$184 million with a payback period of 2.1 years. Please see Westhaven’s news release dated March 3rd, 2025 (Link: March 3, 2025 News Release) for details of the updated PEA. The technical report supporting this disclosure can be found under the Company’s profile on Sedar+ (www.sedarplus.ca) and on the Company’s website. The Shovelnose Gold Project is situated off a major highway, near power, rail, large producing mines, pipelines and within commuting distance from the city of Merritt, which translates into low-cost exploration and development. Qualified Person: The technical and scientific information in this news release has been reviewed and approved by Peter Fischl, P.Geo, who is a Qualified Person for the Company under the definitions established by National Instrument 43-101 Standards of Disclosure for Mineral Projects. Westhaven trades on the TSX Venture Exchange under the ticker symbol WHN. For further information, please call 604-681-5558 or visit Westhaven’s website at www.westhavengold.com.

Forward Looking Statements:

This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the Offering; and the use of proceeds of the Offering. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, and without limitation: the Company will not be able to raise sufficient funds to complete its planned exploration program; that the Company will not derive the expected benefits from its current program; the Company may not use the proceeds of the Offering as currently contemplated; the Company may fail to find a commercially viable deposit at any of its mineral properties; the Company’s plans may be adversely affected by the Company’s reliance on historical data compiled by previous parties involved with its mineral properties; mineral exploration and development are inherently risky industries; the mineral exploration industry is intensely competitive; additional financing may not be available to the Company when required or, if available, the terms of such financing may not be favourable to the Company; fluctuations in the demand for gold or gold prices generally; the Company may not be able to identify, negotiate or finance any future acquisitions successfully, or to integrate such acquisitions with its current business; the Company’s exploration activities are dependent upon the grant of appropriate licenses, concessions, leases, permits and regulatory consents, which may be withdrawn or not granted; the Company’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations; there is no guarantee that title to the properties in which the Company has a material interest will not be challenged or impugned; the Company faces various risks associated with mining exploration that are not insurable or may be the subject of insurance which is not commercially feasible for the Company; the volatility of global capital markets over the past several years has generally made the raising of capital more difficult; inflationary cost pressures may escalate the Company’s operating costs; compliance with environmental regulations can be costly; social and environmental activism can negatively impact exploration, development and mining activities; the success of the Company is largely dependent on the performance of its directors and officers; the Company’s operations may be adversely affected by First Nations land claims; the Company and/or its directors and officers may be subject to a variety of legal proceedings, the results of which may have a material adverse effect on the Company’s business; the Company may be adversely affected if potential conflicts of interests involving its directors and officers are not resolved in favour of the Company; the Company’s future profitability may depend upon the world market prices of gold; dilution from future equity financing could negatively impact holders of the Company’s securities; failure to adequately meet infrastructure requirements could have a material adverse effect on the Company’s business; the Company’s projects now or in the future may be adversely affected by risks outside the control of the Company; the Company is subject to various risks associated with climate change, the Company is subject to general global risks arising from epidemic diseases, the ongoing conflicts in Ukraine and the Middle East, rising inflation, tariffs and interest rates and the impact they will have on the Company’s operations, supply chains, ability to access mining projects or procure equipment, supplies, contractors and other personnel on a timely basis or at all is uncertain; as well as other risk factors in the Company’s other public filings available at www.sedarplus.ca. Readers are cautioned that this list of risk factors should not be construed as exhaustive. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. The Company cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. The Company undertakes no duty to update any of the forward-looking information to conform such information to actual results or to changes in the Company’s expectations, except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

MIL-OSI Europe: OSCE and partners train Moldovan and Ukrainian border officers to combat vehicle document fraud

Source: Organization for Security and Co-operation in Europe – OSCE

Headline: OSCE and partners train Moldovan and Ukrainian border officers to combat vehicle document fraud

OSCE training helps Moldova and Ukraine strengthen document fraud detection as well as cross-border efforts to prevent vehicle theft, smuggling and trafficking. (Denis Livitchi) Photo details

The OSCE Transnational Threats Department, in co-operation with Beruku Identity, an expert group on digital identity, personal data and cybersecurity and forensic experts from Greece, trained 40 officers from the Border Police of Moldova and the State Border Guard Service of Ukraine on detecting and preventing vehicle document fraud at land border crossing points during an online training course from 12 to 15 May.
Strengthening cross-border co-operation between the two countries through joint training is of particular importance given that both Ukraine and Moldova face shared threats stemming from the war in Ukraine, namely, illicit trafficking, illegal migration and other transnational crimes, among others. A key aspect of this co-operation is detecting forged vehicle documents and Vehicle Identification Numbers (VIN) to prevent vehicle theft, smuggling and trafficking.
Led by experts from Greece and Beruku Identity, the participants discussed various topics, including international vehicle document standards, VIN falsification techniques and the use of biometric technology at borders. The training featured real-world case studies and virtual exercises to enhance the officers’ ability to identify forged vehicle registration plates, counterfeit driving licenses and fraudulent identity documents.
The participants also explored the role of open-source intelligence in combating transnational crime such as the sale of forged documents via social media or the dark web, focusing on strategies for information gathering and sharing at jointly controlled border control posts.
“We are proud to work with the OSCE to strengthen institutional capacities, improve border and identity management systems, and promote secure and inclusive governance across its participating States. Specialized training courses like this one on examining vehicle documents and gathering intelligence from open sources and social media platforms are increasingly vital, as they enable frontline personnel and investigators to detect fraudulent activity, identify trafficking networks and respond more effectively to transnational threats,” says Alastair Treharne, expert advisor on digital identity and co-founder of Beruku Identity.
This training course is part of an ongoing OSCE project supporting the Organization’s participating States and Partners for Co-operation in reducing the illegal crossing of borders with a fake or stolen identity, funded by the United States.

MIL-OSI United Kingdom: PM Meeting with President Begaj of Albania: 15 May 2025

Source: United Kingdom – Executive Government & Departments

Press release

PM Meeting with President Begaj of Albania: 15 May 2025

The Prime Minister met with the President of the Republic of Albania, Bajram Begaj, in Tirana this morning.

The Prime Minister met the President of the Republic of Albania, Bajram Begaj, in Tirana this morning.

The Prime Minister began by reflecting on his visit to the Port of Durrës earlier in the day to see the UK and Albania’s close cooperation to tackle organised crime.

It was clear that across all areas of the relationship – from defence and security to trade, migration and economic growth – the partnership between the UK and Albania was thriving, the Prime Minister added.

The leaders discussed their resolute support for Ukraine and the need to uphold peace and security in Europe.

Turning to the Western Balkans summit being held in London in the Autumn, the Prime Minister said it offered the chance to discuss how the UK could further support the region to tackle shared challenges.

In a more uncertain world, dialogue and diplomacy needed to be the answer to resolving regional tensions, the leaders agreed.

Both looked forward to speaking again.

Published 15 May 2025

MIL-OSI United Kingdom: Joint statement on UK-Germany Trinity House Agreement progress – 15 May 2025

Source: United Kingdom – Executive Government & Departments

News story

Joint statement on UK-Germany Trinity House Agreement progress – 15 May 2025

A joint statement between the UK and Germany, providing progress on the Trinity House Agreement, following a meeting of Defence Secretary John Healey and Minister of Defence Boris Pistorius in Berlin

On 23 October 2024, the United Kingdom and Germany signed the Trinity House Agreement on Defence Co-operation in London. The agreement set out our shared commitment to improve and further enhance bilateral defence co-operation to better meet the common challenges of the 21st century and to best secure the common interests of both countries in defence.

The strategic situation remains difficult, the world is more unpredictable and challenging than ever before. At this time, it is crucial that Allies stick together. This is most true for Ukraine, where the UK and Germany are leading Europe in stepping up our support by our joint leadership of the Ukraine Defence Contact Group (UDCG), first on 11 April, raising nearly $23.5bn from partners so far. We will maintain our commitment and we will host the 28th UDCG in June, as well as the follow-on meetings.

Today we held the first Defence Ministerial Council under the Trinity House Agreement. Since we signed the agreement in October, our Ministries of Defence have worked together to take the first steps towards turning the words of the text into real, practical co-operation. Trinity House committed us to meet in key forums in military co-operation, capability and industrial collaboration, and policy coordination. We are pleased that all these, as well as our Armies, Navies, and Air Forces, have met over the last six months, driving forward Trinity House, its lighthouse projects, and co-operation between our armed forces.

In October 2024 we announced a series of Lighthouse Projects, which provide the ambition and substance to Trinity House. Today we reviewed progress against these, and we continue to encourage our teams to accelerate progress. We are pleased to announce concrete steps we have taken, to work towards our shared ambition.

Through Trinity House, we agreed to start work on a new Deep Precision Strike Capability. For the first time, we can confirm that we will aim for this system to have a range of over 2,000km, and are jointly leading a programme of work within the European Long Range Strike Approach.

We agreed on a strategic partnership in land systems and will continue our close BOXER co-operation. Our armies signed a new bilateral vision statement to drive this forward, they have agreed a new Statement of Intent on Bridging, enabling Germany to purchase General Support Bridges via an existing UK contract.

We agreed to work together to counter undersea threats. We have twice now had German crews fly on UK P-8A Maritime Patrol Aircraft, supporting NATO’s Baltic Sentry and helping to prepare for the German aircraft delivery later this year. And a UK P-8A will use the German Naval Air Base as a stopover shortly. Today we also signed a new agreement driving forward with a joint procurement of new Sting Ray torpedoes under development for our aircraft.

We agreed to develop further connectivity between our Air Forces. They have now developed a detailed “Flight Plan” to make this a reality.

Beyond these projects, work has advanced across the breadth of defence to enhance our co-operation more broadly, aiming to add joint operational value. We plan on establishing a defence industrial forum beneath Trinity House, bringing together our defence trade associations. We have a shared understanding, that digital transformation is central to the modernisation of the defence sector as it enables it to respond to evolving threats with agility, speed and precision. Consequently, we are intensifying our co-operation in the field of digitalisation and cyber. Finally, following Trinity House our governments are engaged in the development of a Bilateral Treaty, growing the strategic relationship between our nations even further.

Published 15 May 2025

MIL-OSI Security: NATO Foreign Ministers meet to prepare the Summit in The Hague

Source: NATO

On Wednesday 14 and Thursday 15 May, NATO Foreign Ministers met in Antalya, Türkiye to discuss strengthening Allied deterrence and defence, and to move forward preparations for the Summit in The Hague in June.

The Secretary General made clear that determining a new baseline spending figure was to be the core deliverable for the Summit, emphasising that the existing target of 2% “is not nearly enough.”

“We will need greater investment in our core military requirements as well as additional broader defence-related investments, including infrastructure and resilience” the Secretary General said, stressing that this made both economic and strategic sense. “We have to make sure that we spend enough money all over NATO to keep ourselves safe” he continued, insisting the changes would be crucial to meeting NATO’s new capability targets and deterring aggression.

Mr Rutte praised NATO members for demonstrating their growing commitment to fair burden-sharing, affirming “we are now on the right track”. “Most Allies are now set to reach the initial aim of spending 2% of GDP on defence this year and many have already announced plans to go much further” he added.

The Secretary General also reaffirmed NATO’s long-term support for Ukraine, highlighting efforts to bring the war to a just and lasting end as a shared priority for all Allies. “With or without a settlement, it is clear that our support to Ukraine will continue to be important to ensure a lasting peace” he concluded.

MIL Security OSI –

MIL-OSI Canada: Flight PS752 Commemorative Scholarship Program now accepting applications

Source: Government of Canada News

May 15, 2025 – Ottawa, Ontario – Global Affairs Canada

Today, the third edition of the Flight PS752 Commemorative Scholarship opened for applications for the 2025 to 2026 academic year. The scholarship program was created to honour the 55 Canadian citizens and 30 permanent residents who were among the 176 people killed in the unlawful downing of Ukraine International Airlines Flight 752 by the Iranian regime on January 8, 2020. Among those victims were brilliant minds and dedicated students who made significant contributions to Canadian educational institutions.

Following the wishes of their loved ones and to honour the legacy of every single victim, Canada’s Flight PS752 Commemorative Scholarship Program is disbursing 176 scholarships over 5 years. International and Canadian students enrolled at colleges and universities in Canada are eligible to apply if their field of study aligns with one of the victims’ academic or professional backgrounds or focuses on the prevention of air disasters.

Since the scholarship program’s launch in 2023, 68 scholarships have been awarded to eligible recipients, including Canadian and international doctoral, graduate, undergraduate and college students studying at post-secondary institutions across Canada. Recipients come from a wide range of educational programs, from business administration to engineering to health sciences, and some are family members of the victims of Flight PS752.

The deadline for applications is June 15, 2025.

MIL OSI Canada News –

MIL-OSI Russia: V. Zelensky arrived in Turkey, while V. Putin decided not to participate in peace talks in Istanbul

Translation. Region: Russian Federal

Source: People’s Republic of China in Russian – People’s Republic of China in Russian –

Source: People’s Republic of China – State Council News

ANKARA, May 15 (Xinhua) — Ukrainian President Volodymyr Zelensky arrived here on Thursday to meet his Turkish counterpart Recep Tayyip Erdogan amid renewed diplomatic efforts to end the conflict in Ukraine.

His visit to Turkey follows calls from Russian President Vladimir Putin to resume stalled peace talks in Istanbul.

V. Zelensky stated that he is ready to take part in direct peace talks with Russia in Istanbul, but only on the condition that V. Putin also takes part in them.

“I am waiting for who will arrive from Russia, and then I will determine what steps Ukraine should take. The signals from them in the media are not convincing yet,” V. Zelensky said late on Wednesday.

However, the Kremlin announced that Putin would not join the Russian delegation at the talks in Istanbul on Thursday, and Russia would be represented by presidential aide Vladimir Medinsky.

Speaking at an informal NATO meeting in Antalya, Turkish Foreign Minister Hakan Fidan said: “The talks that will take place in Istanbul will probably allow us to open a new page.”

The last direct talks between Ukraine and Russia took place in Istanbul in March 2022, but the parties failed to agree on a cessation of hostilities. –0–

MIL-OSI China: Ukraine, Russia prepare for peace talks in Istanbul as Zelensky meets Erdogan

Source: People’s Republic of China – State Council News

Ukrainian and Russian delegations were expected to meet for peace talks on Thursday, as Ukrainian President Volodymyr Zelensky prepared for a meeting with Turkish President Recep Tayyip Erdogan in Ankara.

Upon arriving in Ankara, Zelensky told reporters that Ukraine’s delegation included top-level representatives from the Foreign Ministry, Defense Ministry, military, and intelligence agencies.

“We have a top-level delegation,” he said, although he noted that the composition of the Russian delegation had not yet been officially communicated.

Zelensky also emphasized that decisions on the next steps in the negotiation process would be made after his discussions with Erdogan. “We need to understand what level of the Russian delegation (we’re dealing with) and what mandate they have,” he said.

The talks followed a proposal from Russian President Vladimir Putin on Sunday to resume direct negotiations with Ukraine in Istanbul on May 15. Zelensky confirmed his participation and expressed hope of meeting with Putin, but the Russian leader has yet to show up.

Meanwhile, U.S. President Donald Trump, speaking in Doha, Qatar on Thursday, said he might attend the talks in Istanbul on Friday. “If something (a development) happens and it’s appropriate, I might go on Friday,” he said.

U.S. Secretary of State Marco Rubio, who was in Antalya for a NATO foreign ministers’ meeting, said Trump supports any initiative that could bring about a just peace.

“There is no military solution to the Russia-Ukraine conflict,” Rubio said. “We want to see progress made in the coming days.”

MIL OSI China News –

MIL-OSI: Marex Group plc announces strong results for first quarter of 2025

Source: GlobeNewswire (MIL-OSI)

NEW YORK, May 15, 2025 (GLOBE NEWSWIRE) — Marex Group plc (‘Marex’ or the ‘Group’; Nasdaq: MRX) a diversified global financial services platform, providing essential liquidity, market access and infrastructure services to clients in the energy, commodities and financial markets, today reported financial results for the first quarter (‘Q1 2025’).

Ian Lowitt, Group Chief Executive Officer, stated, “Robust levels of client activity across our businesses and positive market conditions led to a strong performance in the first quarter of the year. Adjusted profit before tax grew 42% year-on-year, driven by strong revenue growth in all our business segments. This reflects the continued successful execution of our strategy to expand our geographic footprint and product capabilities, growing our client base, increasing diversification and driving greater earnings resilience. In early April, we experienced some very high-volume days which we processed successfully, reflecting the operational resilience of our platform. We maintained record levels of liquidity and remained disciplined in managing our risk while supporting our clients. We were also delighted with the strong demand from investors for our second follow-on equity offering in challenging markets, further increasing our public float, as well as another successful debt issuance, further diversifying our sources of funding and increasing our liquidity position.”

Financial and Operational Highlights:

Strong Q1 performance: Robust client activity and positive market conditions drove 42% growth in Adjusted Profit before Tax¹ to $96.3 million
Revenue increased by 28% to $467.3m with strong revenue growth across all our business segments
- Agency and Execution in particular increased revenue by 42% to $239.5m, driven by growth in Securities revenues across asset classes and continued build-out of Prime Services, as well as strong growth in the Energy business
April market conditions: At the start of April, we experienced highly elevated volumes which have since returned to more normalised levels. Our ability to process these volumes demonstrates the operational resilience of the firm and scalability of our platform. We also maintained record levels of liquidity and remained disciplined in managing our risk while supporting our clients
Executed growth strategy: Aarna Capital acquisition completed at the end of March, growing our Clearing presence in the Middle East, as we continued to diversify our platform and drive greater earnings resilience
Successful secondary equity placement: Significantly oversubscribed transaction resulted in existing shareholders placing an upsized 11.8 million shares with institutional investors in April, further increasing public float to approximately 70%
Prudent approach to capital and funding: Successfully issued $500 million 3-year senior unsecured notes in May, further diversifying our funding sources while maintaining a strong capital and liquidity position
Dividend: Q1 2025 dividend increased to $0.15 per share, to be paid in the second quarter of 2025

Financial Highlights: ($m)	3 months ended 31 March 2025	3 months ended 31 March 2024	Change

Revenue	467.3	365.8	28%
Profit Before Tax	98.0	58.9	66%
Profit Before Tax Margin (%)	21%	16%	500 bps
Profit After Tax	72.5	43.6	66%
Profit After Tax Margin (%)	16%	12%	400 bps
Return on Equity (%)	29%	23%	600 bps
Basic Earnings per Share ($)²	0.98	0.60	63%
Diluted Earnings per Share ($)²	0.92	0.56	64%

Adjusted Profit Before Tax¹	96.3	67.7	42%
Adjusted Profit Before Tax Margin (%)¹	21%	19%	200 bps
Adjusted Profit after Tax
Attributable to Common Equity¹	68.2	48.9	39%
Adjusted Return on Equity (%)¹	30%	29%	100 bps
Adjusted Basic Earnings per Share ($)^1,2	0.97	0.74	31%
Adjusted Diluted Earnings per Share ($)^1,2	0.91	0.69	32%

These are non-IFRS financial measures. See Appendix 1 “Non-IFRS Financial Measures and Key Performance Indicators” for additional information and for a reconciliation of each such non-IFRS measure to its most directly comparable IFRS measure. The Group changed the labelling of its non-IFRS measures during 2024 to better align to the equivalent IFRS reported metric and enhance transparency and comparability.
Weighted average number of shares have been restated as applicable for the Group’s reverse share split (refer to Appendix 1 for further detail).

Conference Call Information:
Marex’s management will host a conference call to discuss the Group’s financial results today, 15 May 2025, at 9am Eastern Time. A live webcast of the call can be accessed from Marex’s Investor Relations website. An archived version will be available on the website after the call. To participate in the Conference Call, please register at the link here: https://edge.media-server.com/mmc/p/zudci4bx/

Enquiries please contact:
Marex
Investors – Adam Strachan
+1 914 200 2508 / astrachan@marex.com

Media – Nicola Ratchford, Marex / FTI Consulting US / UK
+44 7786 548 889 / nratchford@marex.com / +1.716.525.7239/ +44 7976870961
| marex@fticonsulting.com

Financial Review

The following table presents summary financial results and other data as of the dates and for the periods indicated:

Summary Financial Results

	3 months ended 31 March 2025	3 months ended 31 March 2024
	$m	$m	Change
– Net commission income	250.7	218.9	15%
– Net trading Income	159.1	106.2	50%
– Net interest income	53.4	35.6	50%
– Net physical commodities income	4.1	5.1	(20)%
Revenue	467.3	365.8	28%

Compensation and benefits	(291.7)	(229.9)	27%
Depreciation and amortisation	(7.9)	(7.8)	1%
Other expenses	(73.8)	(69.6)	6%
Provision for credit losses	—	0.3	n.m.²
Bargain purchase gain on acquisitions	3.4	—	n.m.²
Other income	0.7	0.1	600%
Profit Before Tax	98.0	58.9	66%
Tax	(25.5)	(15.3)	67%
Profit After Tax	72.5	43.6	66%
Reconciliation to Adjusted Profit Before Tax¹
Profit Before Tax	98.0	58.9	66%
Bargain purchase gain	*(3.4)*	—	n.m.²
Acquisition related costs	—	0.2	n.m.²
Amortisation of acquired brands and customer lists	*1.3*	0.8	63%
Activities relating to shareholders	—	2.4	n.m.²
Owner fees	*0.4*	1.7	(76)%
IPO preparation and public offering of ordinary shares	—	3.7	n.m.²
Adjusting items	*(1.7)*	8.8	(119)%
Adjusted Profit Before Tax¹	96.3	67.7	42%

These are non-IFRS financial measures. See Appendix 1 “Non-IFRS Financial Measures and Key Performance Indicators” for additional information and for a reconciliation of each such non-IFRS measure to its most directly comparable IFRS measure.
n.m. = not meaningful to present as a percentage.

Costs and Group Headcount

The Board and Senior Management also monitor costs split between Front Office Costs and Control and Support Costs to better understand the Group’s performance. The table below provides the Group’s management view of costs:

	3 months ended 31 March 2025	3 months ended 31 March 2024
	$m	$m	Change
Front office costs¹	(258.4)	(210.1)	23%
Control and support costs¹	(106.8)	(80.6)	33%
Total	(365.2)	(290.7)	26%

1) Management review Front Office Costs and Control and Support Costs when assessing Adjusted Profit Before Tax performance. These costs are included within compensation and benefits, other expenses and depreciation and amortisation in the Statutory Income Statement provided above.

The following table provides a breakdown of Front Office and Control and Support Headcount

Full Time Equivalent (‘FTE’) headcount¹	31 March 2025	31 March 2024		31 March 2025	31 March 2024
	Average	Average	Change	End of Period	End of Period	Change
Front office	1,284	1,236	4%	1,288	1,250	3%
Control and support	1,183	1,015	17%	1,215	1,030	18%
Total	2,467	2,251	10%	2,503	2,280	10%

1) For analysis purposes, average headcount is used in the performance commentary outlined below.

Performance for the three months ended 31 March 2025

Revenue grew by 28% to $467.3m (Q1 2024: $365.8m) with strong growth across all business segments, as we continue to diversify our platform and drive greater earnings resilience. This growth was driven by robust client activity and positive market conditions.

Net commission income increased by 15% to $250.7m (Q1 2024: $218.9m). The growth was driven by Agency and Execution, which grew 22% to $182.9m (Q1 2024: $150.5m) reflecting a strong performance in Securities and Energy, supported by record transaction volumes.

Net trading income increased by 50% to $159.1m (Q1 2024: $106.2m). The growth was driven by a $40.8m increase in Agency and Execution to $49.9m (Q1 2024: $9.1m), mainly due to Rates, FX and Equities. The most significant contribution came from the continued build-out of our Prime Services capabilities, which grew by $33.4m, including growth in our securities based swaps offering. In addition, Net trading income in our Market Making segment increased by $10.7m to $54.9m (Q1 2024: $44.2m) driven by growth in all asset classes.

Net interest income increased by 50% to $53.4m (Q1 2024: $35.6m) reflecting $5.8bn growth in average balances to $17.1bn, which more than offset lower average Fed Funds rates compared to Q1 2024.

Front office costs increased by 23% to $258.4m (Q1 2024: $210.1m), predominantly reflecting higher compensation costs on strong revenue performance across the Group. Front office headcount growth reflected restructuring activity in Agency and Execution and reallocation of FTE from front office to control and support in Q2 2024. Excluding these, average front office FTE headcount grew by 11% year on year.

Control and support costs increased by 33% to $106.8m (Q1 2024: $80.6m). This was primarily driven by investment in technology to support automation and business growth, as well as investments in our finance, risk, and compliance functions to support our controlled growth and development as a public company. This also included specific investments relating to acquisitions and our compliance with Sarbanes-Oxley.

Reported Profit Before Tax increased by 66% to $98.0m (Q1 2024: $58.9m), driven by strong revenue growth and improved operating margins.

Adjusting items reduced by $10.5m to $(1.7)m (Q1 2024: $ 8.8m). These costs are primarily related to corporate activities and are recognised within our Corporate segment. Adjusting items reduced mainly due to IPO-related costs and owner fees in Q1 2024, as well as a bargain purchase gain on an acquisition in Q1 2025.

As a result of the revenue and cost trends noted above, Adjusted Profit Before Tax¹ increased by 42% to $96.3m (Q1 2024: $67.7m) and Adjusted Profit Before Tax Margin¹ improved to 21% (Q1 2024: 19%), while Profit After Tax Margin increased to 16% (Q1 2024: 12%).

These are non-IFRS financial measures. See Appendix 1 “Non-IFRS Financial Measures and Key Performance Indicators” for additional information and for a reconciliation of each such non-IFRS measure to its most directly comparable IFRS measure.

	3 months ended 31 March 2025	3 months ended 31 March 2024	Change
Average Fed Funds rate	4.3%	5.3%	(100)bps
Average balances ($bn)¹	17.1	11.3	5.8
Interest income ($m)	178.9	147.3	31.6
Interest paid out ($m)	(59.6)	(60.9)	1.3
Interest on balances ($m)	119.3	86.4	32.9
Net yield on balances	2.8%	3.1%	(30)bps
Average notional debt securities ($bn)	(4.1)	(2.5)	(1.6)
Yield on debt securities %	6.6%	8.1%	(150)bps
Interest expense ($m)	(65.9)	(50.8)	(15.1)
Net Interest Income ($m)	53.4	35.6	17.8

Average balances are calculated using an average of the daily holdings in exchanges, banks and other investments over the period. Previously, average balances were calculated as the average month end amount of segregated and non-segregated client balances that generated interest income over a given period.

Segmental performance

Clearing

Marex provides clearing services across the range of energy, commodity and financial markets. We face the exchange on behalf of our clients providing access to 60 exchanges globally.

Performance for the three months ended 31 March 2025

Clearing performed well with revenue increasing 18% to $119.2m (Q1 2024: $100.7m). This was driven by net interest income which rose by $18.2m to $48.4m (Q1 2024: $30.2m) reflecting higher average balances as we continued to add new clients, more than offsetting lower average Fed Funds rates compared to Q1 2024. Net commission income reduced by 2%, $1.7m, as positive performance in energy and metals was offset by lower levels of activity in agriculture, which benefited from higher volatility in Q1 2024 relative to Q1 2025.

Adjusted Profit Before Tax¹ increased by 14% to $56.6m (Q1 2024: $49.8m). Adjusted Profit Before Tax Margin¹ decreased by 200 bps to 47% (Q1 2024: 49%).

	3 months ended 31 March 2025	3 months ended 31 March 2024
	$m	$m	Change
Net commission income	67.8	69.5	(2%)
Net interest income	48.4	30.2	60%
Net trading income	3.0	1.0	200%
Revenue	119.2	100.7	18%
Front office costs	(42.2)	(33.5)	26%
Control and support costs	(20.3)	(17.3)	17%
Depreciation and amortisation	(0.1)	(0.1)	—%

Adjusted Profit Before Tax ($m)¹	56.6	49.8	14%
Adjusted Profit Before Tax Margin¹	47%	49%	(200)bps

Front office headcount (No.)²	273	266	3%

	12 months ended 31 March 2025	12 months ended 31 March 2024	Change
Contracts cleared (m)	1,161	913	27%
Market volumes (m)³	11,891	10,194	17%

These are non-IFRS financial measures. See Appendix 1 “Non-IFRS Financial Measures and Key Performance Indicators” for additional information and for a reconciliation of each such non-IFRS measure to its most directly comparable IFRS measure.
The headcount is the average for the period. Management have re-assessed headcount for Clearing and Market Making and re-allocated for Q1 25 and Q1 24.
On a twelve month rolling basis.

Agency and Execution

Agency and Execution provides essential liquidity and execution services to our clients primarily in the energy and financial securities markets.

Our energy division provides essential liquidity to clients by connecting buyers and sellers in the OTC energy markets to facilitate price discovery. We have leading positions in many of the markets we operate in, including key gas and power markets in Europe; environmental, petrochemical and crude markets in North America; and fuel oil, LPG (liquefied petroleum gas) and middle distillates globally. We achieve this through the breadth and depth of the service we offer to customers, including market intelligence for each product we transact in, based on the extensive knowledge and experience of our teams.

Our presence in the financial markets is growing as we integrate and optimise recent acquisitions, enabling Marex to diversify its asset class coverage away from traditional commodity markets. We are starting to see a maturation of our offering across all asset classes, contributing to enhanced revenue growth and margin expansion for the overall business.

Performance for the three months ended 31 March 2025

Revenue increased by 42% to $239.5m (Q1 2024: $168.1m). Securities revenues, increased by $56.1m to $151.0m (Q1 2024: $94.9m) driven by growth in all asset classes from a significant increase in transaction volumes. The most significant contribution came from the continued build out of our Prime Services offering, including growth in securities based swaps. This was supplemented further by strong growth in our Energy business where revenues increased by $15.0m to $88.2m (Q1 2024: $73.2m), reflecting a combination of record volumes, good demand for our environmentals offering and the benefit of our bolt-on acquisitions.

Adjusted Profit Before Tax¹ increased by 152% to $56.7m (Q1 2024: $22.5m) while Adjusted Profit Before Tax Margin¹ increased to 24% (Q1 2024: 13%) The margin improvement was driven by the benefit from restructuring in the business, as well as growth in higher margin activity, particularly Prime Services.

	3 months ended 31 March 2025	3 months ended 31 March 2024
	$m	$m	Change
Securities	151.0	94.9	59%
Energy	88.2	73.2	20%
Other revenue	0.3	—	n.m.³
Revenue	239.5	168.1	42%
Front office costs	(161.7)	(131.0)	23%
Control and support costs	(21.0)	(14.1)	49%
Provision for credit losses	—	(0.3)	n.m.³
Depreciation and amortisation	(0.1)	(0.2)	(50)%

Adjusted Profit Before Tax ($m)¹	56.7	22.5	152%
Adjusted Profit Before Tax Margin¹	24%	13%	1,100 bps

Front office headcount (No.)²	670	679	(1)%

	12 months ended 31 March 2025	12 months ended 31 March 2024	Change
Marex volumes: Energy (m)⁴	60	51	18%
Marex volumes: Securities (m)⁴	302	249	21%
Market volumes: Energy (m)⁴	1,816	1,477	23%
Market volumes: Securities (m)⁴	11,330	9,872	15%

These are non-IFRS financial measures. See Appendix 1 “Non-IFRS Financial Measures and Key Performance Indicators” for additional information and for a reconciliation of each such non-IFRS measure to its most directly comparable IFRS measure.
The headcount is the average for the period.
n.m. = not meaningful to present as a percentage.
On a rolling twelve month basis

Market Making

Our Market Making business provides direct liquidity to our clients across a variety of products, primarily in the energy, metals and agriculture markets. This ability to make prices and trade as principal in a wide variety of energy, environmentals and commodity markets differentiates us from many of our competitors.

Performance for the three months ended 31 March 2025

Revenue increased by 27% to $52.9m (Q1 2024: $41.8m). This was driven by growth in all asset classes, in particular Securities revenues which increased by $7.2m primarily from growth in stock lending, which complements our Prime Services offering within Agency and Execution. Metals revenues growth was more muted, at 6%, due to the uncertainty arising from the potential implementation of global tariffs on base metals.

Adjusted Profit Before Tax¹ increased by 58% to $16.8m (Q1 2024: $10.6m), while Adjusted Profit Before Tax Margin¹ increased to 32% (Q1 2024: 25%).

	3 months ended 31 March 2025	3 months ended 31 March 2024
	$m	$m	Change
Metals	22.7	21.4	6%
Agriculture	7.2	5.6	29%
Energy	8.6	7.6	13%
Securities	14.4	7.2	100%
Revenue	52.9	41.8	27%
Front office costs	(28.9)	(22.9)	26%
Control and support costs	(7.1)	(8.2)	(13)%
Depreciation and amortisation	(0.1)	(0.1)	0%

Adjusted Profit Before Tax ($m)¹	16.8	10.6	58%
Adjusted Profit Before Tax Margin¹	32%	25%	700 bps

Front office headcount (No.)²	144	125	15%

These are non-IFRS financial measures. See Appendix 1 “Non-IFRS Financial Measures and Key Performance Indicators” for additional information and for a reconciliation of each such non-IFRS measure to its most directly comparable IFRS measure.
The headcount is the average for the period. Management have re-assessed headcount for Clearing and Market Making and re-allocated for Q1 25 and Q1 24.

Hedging and Investment Solutions

Our Hedging and Investment Solutions business provides high quality bespoke hedging and investment solutions to our clients.

Tailored commodity hedging solutions enable corporates to hedge their exposure to movements in energy and commodity prices, as well as currencies and interest rates, across a variety of different time horizons.

Our financial products offering allows investors to gain exposure to a particular market or asset class, for example equity indices, in a cost-effective manner through a structured product.

Performance for the three months ended 31 March 2025

Revenue grew by 9% to $45.0m (Q1 2024: $41.3m) driven by continued strong client demand and as we expanded the sales team which led to the onboarding of new clients. Financial products increased 41% to $30.7m (Q1 2024: $21.8m) as structured notes balances grew 49%. Hedging solutions decreased by 27% to $14.3m (Q1 2024: $19.5m) reflecting higher volatility in agriculture in Q1 2024 relative to Q1 2025.

Adjusted Profit Before Tax¹ decreased by 7% to $11.1m (Q1 2024: $11.9m), while Adjusted Profit Before Tax Margin¹ decreased to 25% (Q1 2024: 29%), reflecting investment in our sales team and as a result of ongoing investment in our technology and platform to support future growth.

	3 months ended 31 March 2025	3 months ended 31 March 2024
	$m	$m	Change
Hedging solutions	14.3	19.5	(27)%
Financial products	30.7	21.8	41%
Revenue	45.0	41.3	9%
Front office costs	(25.6)	(22.7)	13%
Control and support costs	(8.1)	(6.6)	23%
Depreciation and amortisation	(0.2)	(0.1)	100%

Adjusted Profit Before Tax ($m)¹	11.1	11.9	(7)%
Adjusted Profit Before Tax Margin¹	25%	29%	(400 bps)

Front office headcount (No.)²	197	166	19%
Structured notes balance ($m)³	3,123.3	2,095.6	49%

These are non-IFRS financial measures. See Appendix 1 “Non-IFRS Financial Measures and Key Performance Indicators” for additional information and for a reconciliation of each such non-IFRS measure to its most directly comparable IFRS measure.
The headcount is the average for the period.
The Structured Notes portfolio consisted of 5,099 notes with an average maturity of 16 months and a total value of $3,123.3m (2024: 2,999 notes with an average maturity of 15 months and a total value of $2,095.6m).

Corporate

The Corporate segment includes the Group’s control and support functions. Corporate manages the resources of the Group, makes investment decisions and provides operational support to the business segments. Corporate Net Interest Income is derived through earning interest on house cash balances placed at banks and exchanges.

Revenue decreased by $3.2m to $10.7m (Q1 2024: $13.9m) driven by lower investment returns on House cash balances from a reduction in the average Fed Funds rate.

	3 months ended 31 March 2025	3 months ended 31 March 2024
	$m	$m	Change
Revenue	10.7	13.9	(23%)
Control and support costs³	(50.3)	(34.4)	46%
(Provision)/recovery for credit losses	—	0.6	(100%)
Depreciation and amortisation	(6.0)	(7.3)	(18%)
Other income	0.7	0.1	600%

Adjusted Loss Before Tax ($m)¹	(44.9)	(27.1)	66%

Control and support headcount (No.)²	1,183	1,015	17%

These are non-IFRS financial measures. See Appendix 1 “Non-IFRS Financial Measures and Key Performance Indicators” for additional information and for a reconciliation of each such non-IFRS measure to its most directly comparable IFRS measure.
The headcount is the average for the period.
Control and support costs are presented on an unallocated basis.

Summary Financial Position

The Group’s equity base increased during Q1 25 with total equity increasing by $69.3m, 7% to $1,046.2m as a result of strong profitability during the quarter.

Total assets and total liabilities have been steady during the first quarter. Our balance sheet continues to consist of high-quality liquid assets which underpin client activity on our platform. Total assets increased slightly from $24.3bn as at 31 December 2024 to $24.4bn as at 31 March 2025 with growth in Securities balances broadly offset by a reduction in Trade Receivables.

Total liabilities remained steady at $23.3bn; an increase of $0.5bn due to issuance of Debt Securities was offset by a $0.5bn reduction in Trade Payables.

	31 March 2025	31 December 2024
	$m	$m	Change
Cash & Liquid Assets¹	6,200.4	6,213.0	—%
Trade Receivables	7,225.2	7,553.2	(4%)
Reverse Repo Agreements	2,499.4	2,490.4	—%
Securities²	6,749.0	6,459.7	4%
Derivative Instruments	1,132.4	1,163.5	(3%)
Other Assets³	268.6	199.7	35%
Goodwill and Intangibles	279.5	233.0	20%
Total Assets	24,354.5	24,312.5	—%
Trade Payables	9,204.0	9,740.4	(6%)
Repurchase Agreements	2,386.0	2,305.8	3%
Securities⁴	6,450.3	6,656.7	(3%)
Debt Securities	4,072.6	3,604.5	13%
Derivative Instruments	798.4	751.7	6%
Other Liabilities⁵	397.0	276.5	44%
Total Liabilities	23,308.3	23,335.6	—%
Total Equity	1,046.2	976.9	7%

Cash & Liquid Assets are cash and cash equivalents, treasury instruments pledged as collateral, treasury instruments unpledged and fixed income securities.
Securities assets are equity instruments and stock borrowing.
Other Assets are inventory, corporate income tax receivable, deferred tax, investments, right-of-use assets, and property plant and equipment.
Securities liabilities are stock lending and short securities.
Other Liabilities are short term borrowings, deferred tax liability, lease liability, provisions and corporation tax.

Liquidity

	31 March	31 December
	2025	2024
	$m	$m
Total available liquid resources	2,682.4	2,439.8
Liquidity headroom	1,217.4	1,060.0

A prudent approach to capital and liquidity and commitment to maintaining an investment grade credit rating are core principles which underpin the successful delivery of our growth strategy. As at 31 March 2025, the Group held $2,682.4m of total available liquid resources, including the undrawn portion of the RCF (2024: $2,439.8m).

Group liquidity resources consist of cash and high-quality liquid assets that can be quickly converted to meet immediate and short-term obligations. The resources include non-segregated cash, short-term money market funds and unencumbered securities guaranteed by the U.S. Government. The Group also includes any undrawn portion of its committed revolving credit facility (‘RCF’) in its total available liquid resources. The unsecured revolving credit facility of $150m remains undrawn as at 31 March 2025 (31 December 2024: $150m, undrawn). Facilities held by operating subsidiaries, and which are only available to that relevant subsidiary, have been excluded from these figures as they are not available to the entire Group.

Liquidity headroom is based on the Group’s Liquid Asset Threshold Requirement, which is prepared according to the principles of the UK Investment Firms Prudential Regime (IFPR). The requirement includes a liquidity stress impact calculated from a combination of systemic and idiosyncratic risk factors.

Regulatory capital

The Group is subject to consolidated supervision by the UK Financial Conduct Authority and has regulated subsidiaries in jurisdictions both inside and outside of the UK.

The Group is regulated as a MIFIDPRU investment firm under IFPR. The minimum capital requirement as at 31 March 2025 was determined by the Own Funds Threshold Requirement (‘OFTR’) set via an assessment of the Group’s capital adequacy and risk assessment conducted annually.

The Group and its subsidiaries are in compliance with their regulatory requirements and are appropriately capitalised relative to the minimum requirements as set by the relevant competent authority. The Group maintained a capital surplus over its regulatory requirements at all times.

The Group manages its capital structure in order to comply with regulatory requirements, ensuring its capital base is more than adequate to cover the risks inherent in the business and to maximise shareholder value through the strategic deployment of capital to support the Group’s growth and strategic development. The Group performs business model assessment, business and capital forecasting, stress testing and recovery planning at least annually. The following table summarises the Group’s capital position as at 31 March 2025 and 31 December 2024:

	31 March 2025	31 December 2024
	$m	$m
Core equity Tier 1 Capital¹	652.5	623.9
Additional Tier 1 Capital (net of issuance costs)	97.6	97.6
Tier 2 Capital	1.4	1.6
Total Capital resources	751.5	723.1


Own Funds Threshold Requirement²	308.8	308.8
Total Capital ratio³	243%	234%

Total Capital Resources include unaudited results for the financial period.
Own Funds Requirement presented as Own Funds Threshold Requirement based on the latest ICARA process.
The Group’s Total Capital Resources as a percentage of Own Funds Requirement.

At 31 March 2025, the Group had a Total Capital Ratio of 243% (31 December 2024: 234%), representing significant capital headroom to minimum requirements. The increase in the Total Capital Ratio resulted from an increase in total capital resources due to profit (unaudited) in 2025.

Dividend

The Board of Directors approved an interim dividend of $0.15 per share, expected to be paid on 10 June 2025 to shareholders on record as at close of business on 27 May 2025.

Forward Looking Statements:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including expected financial results and dividend payments. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation: subdued commodity market activity or pricing levels; the effects of geopolitical events, terrorism and wars, such as the effect of Russia’s military action in Ukraine or the ongoing conflict in the Middle East, on market volatility, global macroeconomic conditions and commodity prices; changes in interest rate levels; the risk of our clients and their related financial institutions defaulting on their obligations to us; regulatory, reputational and financial risks as a result of our international operations; software or systems failure, loss or disruption of data or data security failures; an inability to adequately hedge our positions and limitations on our ability to modify contracts and the contractual protections that may be available to us in OTC derivatives transactions; market volatility, reputational risk and regulatory uncertainty related to commodity markets, equities, fixed income, foreign exchange; the impact of climate change and the transition to a lower carbon economy on supply chains and the size of the market for certain of our energy products; the impact of changes in judgments, estimates and assumptions made by management in the application of our accounting policies on our reported financial condition and results of operations; lack of sufficient financial liquidity; if we fail to comply with applicable law and regulation, we may be subject to enforcement or other action, forced to cease providing certain services or obliged to change the scope or nature of our operations; significant costs, including adverse impacts on our business, financial condition and results of operations, and expenses associated with compliance with relevant regulations; and if we fail to remediate the material weaknesses we identified in our internal control over financial reporting or prevent material weaknesses in the future, the accuracy and timing of our financial statements may be impacted, which could result in material misstatements in our financial statements or failure to meet our reporting obligations and subject us to potential delisting, regulatory investments or civil or criminal sanctions, and other risks discussed under the caption “Risk Factors” in our Annual Report on Form 20-F for the year ended 31 December 2024 filed with the Securities and Exchange Commission (the “SEC”) as updated by our other reports filed with the SEC.

The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

Appendix 1

Non-IFRS Financial Measures and Key Performance Indicators

This press release contains non-IFRS financial measures, including Adjusted Profit Before Tax, Adjusted Profit Before Tax Margin, Adjusted Basic Earnings per Share, Adjusted Diluted Earnings per Share, Adjusted Profit After Tax Attributable to Common Equity and Adjusted Return on Equity. These non-IFRS financial measures are presented for supplemental informational purposes only and should not be considered a substitute for profit after tax, profit margin, return on equity or any other financial information presented in accordance with IFRS and may be different from similarly titled non-IFRS financial measures used by other companies. The Group changed the labelling of its non-IFRS measures during 2024 to better align to the equivalent IFRS reported metric and enhance transparency and comparability.

Adjusted Profit Before Tax (formerly labelled Adjusted Operating Profit)

We define Adjusted Profit Before Tax as profit after tax adjusted for (i) tax, (ii) goodwill impairment charges, (iii) acquisition costs, (iv) bargain purchase gain, (v) owner fees, (vi) amortisation of acquired brands and customer lists, (vii) activities in relation to shareholders, (viii) employer tax on the vesting of Growth Shares, (ix) IPO preparation costs, (x) fair value of the cash settlement option on the Growth Shares and (xi) public offering of ordinary shares. Items (i) to (xi) are referred to as “Adjusting Items.” Adjusted Profit Before Tax is the primary measure used by our management to evaluate and understand our underlying operations and business trends, forecast future results and determine future capital investment allocations. Adjusted Profit Before Tax is the measure used by our executive board to assess the financial performance of our business in relation to our trading performance. The most directly comparable IFRS Accounting Standards measure is profit after tax. We believe Adjusted Profit Before Tax is a useful measure as it allows management to monitor our ongoing core operations and provides useful information to investors and analysts regarding the net results of the business. The core operations represent the primary trading operations of the business.

Adjusted Profit Before Tax Margin (formerly labelled Adjusted Operating Profit Margin)

We define Adjusted Profit Before Tax Margin as Adjusted Profit Before Tax (as defined above) divided by revenue. We believe that Adjusted Profit Before Tax Margin is a useful measure as it allows management to assess the profitability of our business in relation to revenue. The most directly comparable IFRS Accounting Standards measure is profit margin, which is Profit after Tax divided by revenue.

Adjusted Profit After Tax Attributable to Common Equity (formerly labelled Adjusted Operating Profit after Tax Attributable to Common Equity)

We define Adjusted Profit After Tax Attributable to Common Equity as profit after tax adjusted for the items outlined in the Adjusted Profit Before Tax paragraph above. Additionally, Adjusted Profit After Tax Attributable to Common Equity is also adjusted for (i) tax and the tax effect of the Adjusting Items to calculate Adjusted Profit Before Tax and (ii) profit attributable to Additional Tier 1 (“AT1”) note holders, net of tax, which is the coupons on the AT1 issuance and accounted for as dividends, adjusted for the tax benefit of the coupons. We define Common Equity as being the equity belonging to the holders of the Group’s share capital. We believe Adjusted Profit After Tax Attributable to Common Equity is a useful measure as it allows management to assess the profitability of the equity belonging to the holders of the Group’s share capital. The most directly comparable IFRS Accounting Standards measure is profit after tax.

Adjusted Return on Equity (formerly labelled Return on Adjusted Operating Profit after Tax Attributable to Common Equity)

We define the Adjusted Return on Equity as the Adjusted Profit After Tax Attributable to Common Equity (as defined above) divided by the average Common Equity for the period. Common Equity is defined as being the equity belonging to the holders of the Group’s share capital. Common Equity is calculated as the average balance of total equity minus additional Tier 1 capital. For the period ended 31 March 2025 and 2024, Common Equity is calculated as the average balance of total equity minus additional Tier 1 capital as at 31 December of the prior year and 31 March of the current year. For the three months ended 31 March 2025 and 2024, Adjusted Return on Equity is calculated for comparison purposes on an annualised basis as Adjusted Profit After Tax Attributable to Common Equity for the period multiplied by four and then divided by average Common Equity for the period. It is presented on an annualised basis for comparison purposes.

We believe Adjusted Return on Equity is a useful measure as it allows management to assess the return on the equity belonging to the holders of the Group’s share capital. The most directly comparable IFRS Accounting Standards measure for Adjusted Return on Equity is Return on Equity, which is calculated as profit after tax for the period divided by average equity. Average Equity for the period ended 31 March 2025 and 2024 is calculated as the average of total equity at 31 December of the prior year and 31 March of the current year. For the three months ended 31 March 2025 and 2024, Return on Equity is calculated for comparison purposes on an annualised basis as Profit After Tax for the period multiplied by four and then divided by Average Equity for the period. It is presented on an annualised basis for comparison purposes.

Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share

Adjusted Basic Earnings per Share is defined as the Adjusted Profit After Tax Attributable to Common Equity (as defined above) for the period divided by weighted average number of ordinary shares for the period. We believe Adjusted Basic Earnings per Share is a useful measure as it allows management to assess the profitability of our business per share. The most directly comparable IFRS Accounting Standards metric is basic earnings per share. This metric has been designed to highlight the Adjusted Profit After Tax Attributable to Common Equity over the available share capital of the Group. Adjusted Diluted Earnings per Share is defined as the Adjusted Profit After Tax Attributable to Common Equity for the period divided by the diluted weighted average shares for the period. We believe Adjusted Diluted Earnings per Share is a useful measure as it allows management to assess the profitability of our business per share on a diluted basis. Dilution is calculated in the same way as it has been for diluted earnings per share. The most directly comparable IFRS Accounting Standards metric is diluted earnings per share.

We believe that these non-IFRS financial measures provide useful information to both management and investors by excluding certain items that management believes are not indicative of our ongoing operations. Our management uses these non-IFRS financial measures to evaluate our business strategies and to facilitate operating performance comparisons from period to period. We believe that these non-IFRS financial measures provide useful information to investors because they improve the comparability of our financial results between periods and provide for greater transparency of key measures used to evaluate our performance. In addition these non-IFRS financial measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present related performance measures when reporting their results.

These non-IFRS financial measures are used by different companies for differing purposes and are often calculated in different ways that reflect the circumstances of those companies. In addition, certain judgments and estimates are inherent in our process to calculate such non-IFRS financial measures. You should exercise caution in comparing these non-IFRS financial measures as reported by other companies.

These non-IFRS financial measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under IFRS Accounting Standards. Some of these limitations are:

they do not reflect costs incurred in relation to the acquisitions that we have undertaken;
they do not reflect impairment of goodwill;
other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures; and
the adjustments made in calculating these non-IFRS financial measures are those that management considers to be not representative of our core operations and, therefore, are subjective in nature.

Accordingly, prospective investors should not place undue reliance on these non-IFRS financial measures.

We also use key performance indicators (“KPIs”) such as Average Balances, Trades Executed, and Contracts Cleared to assess the performance of our business and believe that these KPIs provide useful information to both management and investors by showing the growth of our business across the periods presented.

Our management uses these KPIs to evaluate our business strategies and to facilitate operating performance comparisons from period to period. We define certain terms used in this release as follows:

“FTE” means the number of our full-time equivalents as of the end of a given period, which includes permanent employees and contractors.

“Average FTE” means the average number of our full-time equivalents over the period, including permanent employees and contractors.

“Average Balances” means the average of the daily holdings in exchanges, banks and other investments over the period. Previously, average balances were calculated as the average month end amount of segregated and non-segregated client balances that generated interest income over a given period.

“Trades Executed” means the total number of trades executed on our platform in a given year.

“Total Capital Ratio” means our total capital resources in a given period divided by the capital requirement for such period under the IFPR.

“Contracts Cleared” means the total number of contracts cleared in a given period.

“Market Volumes” are calculated as follows:

All volumes traded on Marex key exchanges (CBOT, CME, Eurex, Euronext, ICE, LME, NYMEX COMEX, SGX)
Energy volumes on CBOT, Eurex, ICE, NYMEX, SGX
Financial securities (corporate bonds, equities, FX, repo, volatility) on CBOE, CBOT, CME, Eurex, Euronext, ICE, SGX
Metals, agriculture and energy volumes on CBOT, CME, Eurex, Euronext, ICE, LME, NYMEX COMEX, SGX

Reconciliation of Non-IFRS Financial Measures and Key Performance Indicators:

	3 months ended 31 March 2025	3 months ended 31 March 2024

	$m	$m
Profit After Tax	72.5	43.6
Taxation charge	25.5	15.3
Profit Before Tax	98.0	58.9
Goodwill impairment charge¹	—	—
Bargain purchase gain (provisional accounting)²	(3.4)	—
Acquisition costs³	—	0.2
Amortisation of acquired brands and customer lists⁴	1.3	0.8
Activities relating to shareholders⁵	—	2.4
Employer tax on vesting of the growth shares⁶	—	—
Owner fees⁷	0.4	1.7
IPO preparation costs⁸	—	3.7
Fair value of the cash settlement option on the growth shares⁹	—	—
Public offering of ordinary shares¹⁰	—	—
Adjusted Profit Before Tax	96.3	67.7
Tax and the tax effect on the Adjusting Items¹¹	(24.8)	(15.5)
Profit attributable to AT1 note holders¹²	(3.3)	(3.3)
Adjusted Profit After Tax Attributable to Common Equity	68.2	48.9

Profit after Tax Margin	16%	12%
Adjusted Profit Before Tax Margin¹³	21%	19%

Basic Earnings per Share ($)	0.98	0.60
Diluted Earnings per Share ($)	0.92	0.56

Adjusted Basic Earnings per Share ($)¹⁴	0.97	0.74
Adjusted Diluted Earnings per Share ($)¹⁴	0.91	0.69

Weighted average number of shares¹⁴	70,541,771	65,683,374
Period end number of shares¹⁴	71,231,706	68,375,690

Common Equity¹⁵	913.7	676.0
Return on Equity	29%	23%
Adjusted Return on Equity (%)	30%	29%

No goodwill impairment has been booked for either period.
A bargain purchase gain was recognised as a result of the Group’s acquisition of Darton Group Limited (“Darton”) . Provisional accounting under IFRS 3 has been applied as at Q1 ’25.
Acquisition costs are costs, such as legal fees incurred in relation to the business acquisitions of Cowen’s prime services and Outsourced Trading business.
This represents the amortisation charge for the period of acquired brands and customers lists.
Activities in relation to shareholders primarily consist of dividend-like contributions made to participants within certain of our share-based payments schemes.
Employer tax on vesting of the growth shares represents the Group’s tax charge arising from the vesting of the growth shares.
Owner fees relate to management services fees paid to parties associated with the ultimate controlling party based on a percentage of our EBITDA in each year, presented in the income statement within other expenses. This agreement ended once the Group became listed, however as the calculation in based on audited full year EBITDA, the payment in Q1 25 represents the final adjustments to the fees owed.
IPO preparation costs related to consulting, legal and audit fees, presented in the income statement within other expenses.
Fair value of the cash settlement option on the growth shares represents the fair value liability of the growth shares at $2.3m. Subsequent to the initial public offering when the holders of the growth shares elected to settle the awards in ordinary shares, the liability was derecognised.
Costs relating to the public offerings of ordinary shares by certain selling shareholders.
Tax and the tax effect on the Adjusting Items represents the tax for the period and the tax effect of the other Adjusting Items removed from Profit After Tax to calculate Adjusted Profit Before Tax. The tax effect of the other Adjusting Items was calculated at the Group’s effective tax rate for the respective period.
Profit attributable to AT1 note holders are the coupons on the AT1 issuance, which are accounted for as dividends.
Adjusted Profit Before Tax Margin is calculated by dividing Adjusted Profit Before Tax (as defined above) by revenue for the period.
The weighted average numbers of diluted shares used in the calculation for the three months ended 31 March 2025 and 2024 were 74,934,788 and 70,383,309 respectively. Weighted average number of shares have been restated as applicable for the Group’s reverse share split. As at 31 March 2025, the dilution impact was 4,393,017 shares (31 March 2024: 4,699,934 shares).
Common Equity is calculated as the average balance of total equity minus additional Tier 1 capital. For the three months ended 31 March 2025 and 2024, Adjusted Return on Equity is calculated as the average balance of total equity minus additional Tier 1 capital, as at 31 December of the prior year and 31 March of the current year.

Appendix 2 – Supplementary Financial Information

Revenue

The following tables present the Group’s segmental revenue for the periods indicated:

3 months ended 31 March 2025	Clearing	Agency and Execution	Market Making	Hedging and Investment Solutions	Corporate	Total
	$m	$m	$m	$m	$m	$m

Net commission income	67.8	182.9	—	—	—	250.7
Net trading income	3.0	49.9	54.9	51.3	—	159.1
Net interest income/(expense)	48.4	5.6	(5.0)	(6.3)	10.7	53.4
Net physical commodities income	—	1.1	3.0	—	—	4.1
Revenue	119.2	239.5	52.9	45.0	10.7	467.3

3 months ended 31 March 2024	Clearing	Agency and Execution	Market Making	Hedging and Investment Solutions	Corporate	Total
	$m	$m	$m	$m	$m	$m

Net commission income/(expense)	69.5	150.5	(1.1)	—	—	218.9
Net trading income	1.0	9.1	44.2	51.9	—	106.2
Net interest income/(expense)	30.2	8.0	(5.9)	(10.6)	13.9	35.6
Net physical commodities income	—	0.5	4.6	—	—	5.1
Revenue	100.7	168.1	41.8	41.3	13.9	365.8

Consolidated Income Statement

For the Three Months Ended 31 March 2025

	31 March 2025	31 March 2024
	$m	$m
Commission and fee income	503.7	400.6
Commission and fee expense	(253.0)	(181.7)
Net commission income	250.7	218.9
Net trading income	159.1	106.2
Interest income	198.8	163.2
Interest expense	(145.4)	(127.6)
Net interest income	53.4	35.6
Net physical commodities income	4.1	5.1
Revenue	467.3	365.8

Expenses:
Compensation and benefits	(291.7)	(229.9)
Depreciation and amortisation	(7.9)	(7.8)
Other expenses	(73.8)	(69.6)
Provision for credit losses	—	0.3
Bargain purchase gain on acquisition	3.4	—
Other income	0.7	0.1
Profit before tax	98.0	58.9
Tax	(25.5)	(15.3)
Profit after tax	72.5	43.6

Consolidated Statement of Financial Position

As at 31 March 2025

	31 March	31 December
	2025	2024
	$m	$m
Assets
Non-current assets
Goodwill	225.0	176.5
Intangible assets	54.5	56.5
Property, plant and equipment	22.8	20.8
Right-of-use asset	64.0	59.9
Investments	25.7	24.0
Deferred tax	29.5	46.7
Treasury instruments (unpledged)	3.8	53.5
Treasury instruments (pledged as collateral)	153.9	46.1
Total non-current assets	579.2	484.0

Current assets
Corporate income tax receivable	22.5	12.5
Trade and other receivables	7,225.2	7,553.2
Inventory	104.1	35.8
Equity instruments (unpledged)	210.2	231.4
Equity instruments (pledged as collateral)	4,627.2	4,446.6
Derivative instruments	1,132.4	1,163.5
Stock borrowing	1,911.6	1,781.7
Treasury instruments (unpledged)	478.8	556.2
Treasury instruments (pledged as collateral)	2,827.5	2,912.9
Fixed income securities (unpledged)	129.7	87.7
Reverse repurchase agreements	2,499.4	2,490.4
Cash and cash equivalents	2,606.7	2,556.6
Total current assets	23,775.3	23,828.5
Total assets	24,354.5	24,312.5

	31 March	31 December
	2025	2024
	$m	$m
Liabilities
Current liabilities
Repurchase agreements	2,386.0	2,305.8
Trade and other payables	9,204.0	9,740.4
Stock lending	4,481.3	4,952.1
Short securities	1,969.0	1,704.6
Short-term borrowings	271.1	152.0
Lease liability	9.7	10.5
Derivative instruments	798.4	751.7
Corporation tax	39.0	41.9
Debt securities	2,609.9	2,119.6
Provisions	0.7	0.6
Total current liabilities	21,769.1	21,779.2
Non-current liabilities
Lease liability	73.4	67.0
Debt securities	1,462.7	1,484.9
Deferred tax liability	3.1	4.5
Total non-current liabilities	1,539.2	1,556.4
Total liabilities	23,308.3	23,335.6
Total net assets	1,046.2	976.9

Equity
Share capital	0.1	0.1
Share premium	220.0	202.6
Additional Tier 1 capital (AT1)	97.6	97.6
Retained earnings	775.3	722.4
Own shares	(48.9)	(23.2)
Other reserves	2.1	(22.6)
Total equity	1,046.2	976.9

MIL-OSI: Katapult Delivers 15.4% Gross Originations and 10.6% Revenue Growth in the First Quarter, Above Outlook

Source: GlobeNewswire (MIL-OSI)

Expects Growth to Accelerate In Second Quarter
Reiterates 2025 Guidance

PLANO, Texas, May 15, 2025 (GLOBE NEWSWIRE) — Katapult Holdings, Inc. (“Katapult” or the “Company”) (NASDAQ: KPLT), an e-commerce-focused financial technology company, today reported its financial results for the first quarter ended March 31, 2025.

“2025 is off to a strong start and we are well positioned to achieve our full year targets,” said Orlando Zayas, CEO of Katapult. “We achieved double-digit gross originations and revenue growth, driven by increasing engagement with the Katapult app marketplace, including 57% growth in KPay originations. Our marketplace is thriving – from application growth to repeat purchase rates, to high Net Promoter scores and beyond, we believe we have all the hallmarks of a healthy ecosystem and we intend to lean into opportunities to accelerate our growth. We are excited about the future and as we continue to execute on our consumer and merchant initiatives, we feel confident that we can create value for all of our stakeholders.”

Operating Progress: Recent Highlights

Increased activity within the Katapult app marketplace
- ~59% of first quarter gross originations started in the Katapult app marketplace, making it the single largest customer referral source. Total app originations grew 42% year-over-year.
- Applications grew ~59% year-over-year in the first quarter
- Customer satisfaction remained high and Katapult had a Net Promoter Score of 66 as of March 31, 2025
- 57.4% of gross originations for the first quarter of 2025 came from repeat customers¹
Grew consumer engagement by adding app functionality and features and executing targeted marketing campaigns
- KPay conversion rate increased during the first quarter leading to unique customer count growth of more than 65% year-over-year
- KPay gross originations grew approximately 57% year-over-year in the first quarter; 35% of total gross originations were transacted using KPay
- Launched Ashley and Bed Bath & Beyond in the Katapult app marketplace, bringing the total number of merchants in our KPay ecosystem to 35
Made strong progress against merchant engagement initiatives
- Direct and waterfall gross originations, which represented 65% of total first quarter originations, grew approximately 40%, excluding the home furnishings and mattress category
- Continued to expand our waterfall partnerships by kicking off a new partnership with Finti, a modern waterfall financing platform that connects consumers with a curated network of lenders and financing providers
- Together with several merchant-partners, we launched targeted co-branded, co-promoted marketing campaigns that delivered year-over-year gross originations growth ranging from 7% to more than 75% depending on the campaign

First Quarter 2025 Financial Highlights

(All comparisons are year-over-year unless stated otherwise.)

Gross originations were $64.2 million, an increase of 15.4%. Excluding the home furnishings and mattress category, gross originations grew 51% year-over-year.
Total revenue was $71.9 million, an increase of 10.6%
Total operating expenses in the first quarter increased 17.3%. Our fixed cash operating expenses², which exclude litigation settlement and other non-cash and variable expenses, increased approximately 10.8%.
Net loss was $5.7 million for the first quarter of 2025 compared with net loss of $0.6 million reported for the first quarter of 2024. The higher net loss was mainly due to higher cost of sales and higher operating expenses.
Adjusted net loss² was $3.4 million for the first quarter of 2025 compared to adjusted net income of $1.0 million reported for the first quarter of 2024
Adjusted EBITDA² was $2.2 million for the first quarter of 2025 compared to Adjusted EBITDA² of $5.6 million in the first quarter of 2024. The year-over-year performance was impacted by higher cost of sales related to rapid, faster-than-expected gross originations growth during the first quarter of 2025 and the end of the fourth quarter of 2024.
Katapult ended the quarter with total cash and cash equivalents of $14.3 million, which includes $8.3 million of restricted cash. The Company ended the quarter with $77.8 million of outstanding debt on its credit facility.
Write-offs as a percentage of revenue were 9.0% in the first quarter of 2025 and are within the Company’s 8% to 10% long-term target range. This compares with 8.4% in the first quarter of 2024.

[1] Repeat customer rate is defined as the percentage of in-quarter originations from existing customers.
[2] Please refer to the “Reconciliation of Non-GAAP Measure and Certain Other Data” section and the GAAP to non-GAAP reconciliation tables below for more information.

Second Quarter and Full Year 2025 Business Outlook

The Company is continuing to navigate a challenging macro environment particularly within the home furnishings category. Given the current breadth of our merchant selection as well as our plans to introduce new merchants to the Katapult App Marketplace during 2025, our strategic marketing and our strong consumer offering, we believe we are well positioned to deliver continued growth in 2025. We continue to believe that we have a large addressable market of underserved, non-prime consumers, and it’s important to note that lease-to-own solutions have historically benefited when prime credit options become less available.

Given our quarter-to-date progress, Katapult expects the following results for the second quarter of 2025:

25% to 30% year-over-year increase in gross originations
17% to 20% year-over-year increase in revenue
Approximately breakeven Adjusted EBITDA

Based on the macroeconomic assumptions above and the operating plan in place for the full year 2025, Katapult is reiterating its expectations for full year 2025:

We expect gross originations to grow at least 20%

This outlook does not include any material impact from prime creditors tightening or loosening above us and assumes that there are no significant changes to the macro environment.

Both our second quarter and full year outlooks assume that the gross originations for the home furnishings and mattress category do not improve materially from our 2024 performance.

We also expect to maintain strong credit quality in our portfolio. This will be driven by ongoing enhancements to our risk modeling, onboarding high quality new merchants through integrations, and repeat customers engaging with Katapult Pay

Revenue growth is expected to be at least 20%

Finally, with the continued execution of our disciplined expense management strategy combined with our growing top-line, we expect to deliver at least $10 million in positive Adjusted EBITDA

“The first quarter came in stronger than our outlook, and we are continuing to successfully grow our top-line without meaningfully increasing our expense base,” said Nancy Walsh, CFO of Katapult. “The second quarter is off to a great start and we believe we can continue to scale our business by offering a transparent and fair LTO product to consumers and a growth engine to our partners. Our team’s hard work and agile execution is fueling our growth and we are looking forward to a great 2025.”

Conference Call and Webcast

The Company will host a conference call and webcast at 8:00 AM ET on Thursday, May 15, 2025, to discuss the Company’s financial results. Related presentation materials will be available before the call on the Company’s Investor Relations page at https://ir.katapultholdings.com. The conference call will be broadcast live in listen-only mode and an archive of the webcast will be available for one year.

About Katapult

Katapult is a technology driven lease-to-own platform that integrates with omnichannel retailers and e-commerce platforms to power the purchasing of everyday durable goods for underserved U.S. non-prime consumers. Through our point-of-sale (POS) integrations and innovative mobile app featuring Katapult Pay(R), consumers who may be unable to access traditional financing can shop a growing network of merchant partners. Our process is simple, fast, and transparent. We believe that seeing the good in people is good for business, humanizing the way underserved consumers get the things they need with payment solutions based on fairness and dignity.

Contact

Jennifer Kull
VP of Investor Relations
ir@katapult.com

Forward-Looking Statements

Certain statements included in this Press Release and on our quarterly earnings call that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements may be identified by words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “should,” “will,” “would,” or the negative of these terms or other similar expressions. These forward-looking statements include, but are not limited to: in this Press Release and on our associated earnings call, statements regarding our second quarter of 2025 and full year 2025 business outlook and underlying expectations and assumptions and statements regarding our ability to obtain a comprehensive maturity extension amendment to our credit facility. These statements are based on various assumptions, whether or not identified in this Press Release, and on the current expectations of our management and are not predictions of actual performance.

These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond our control. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, our ability to refinance our indebtedness and continue as a going concern, the execution of our business strategy and expanding information and technology capabilities; our market opportunity and our ability to acquire new customers and retain existing customers; adoption and success of our mobile application featuring Katapult Pay; the timing and impact of our growth initiatives on our future financial performance; anticipated occurrence and timing of prime lending tightening and impact on our results of operations; general economic conditions in the markets where we operate, the cyclical nature of customer spending, and seasonal sales and spending patterns of customers; risks relating to factors affecting consumer spending that are not under our control, including, among others, levels of employment, disposable consumer income, inflation, prevailing interest rates, consumer debt and availability of credit, consumer confidence in future economic conditions, political conditions, and consumer perceptions of personal well-being and security and willingness and ability of customers to pay for the goods they lease through us when due; risks relating to uncertainty of our estimates of market opportunity and forecasts of market growth; risks related to the concentration of a significant portion of our transaction volume with a single merchant partner, or type of merchant or industry; the effects of competition on our future business; meet future liquidity requirements and complying with restrictive covenants related to our long-term indebtedness; the impact of unstable market and economic conditions such as rising inflation and interest rates; reliability of our platform and effectiveness of our risk model; data security breaches or other information technology incidents or disruptions, including cyber-attacks, and the protection of confidential, proprietary, personal and other information, including personal data of customers; ability to attract and retain employees, executive officers or directors; effectively respond to general economic and business conditions; obtain additional capital, including equity or debt financing and servicing our indebtedness; enhance future operating and financial results; anticipate rapid technological changes, including generative artificial intelligence and other new technologies; comply with laws and regulations applicable to our business, including laws and regulations related to rental purchase transactions; stay abreast of modified or new laws and regulations applying to our business, including with respect to rental purchase transactions and privacy regulations; maintain and grow relationships with merchants and partners; respond to uncertainties associated with product and service developments and market acceptance; the impacts of new U.S. federal income tax laws; material weaknesses in our internal control over financial reporting which, if not identified and remediated, could affect the reliability of our financial statements; successfully defend litigation; litigation, regulatory matters, complaints, adverse publicity and/or misconduct by employees, vendors and/or service providers; and other events or factors, including those resulting from civil unrest, war, foreign invasions (including the conflict involving Russia and Ukraine and the Israel-Hamas conflict), terrorism, public health crises and pandemics (such as COVID-19), trade wars, or responses to such events; our ability to meet the minimum requirements for continued listing on the Nasdaq Global Market; and those factors discussed in greater detail in the section entitled “Risk Factors” in our periodic reports filed with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K for the year ended December 31, 2024 that we filed with the SEC.

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we do not presently know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Undue reliance should not be placed on the forward-looking statements in this Press Release or on our quarterly earnings call. All forward-looking statements contained herein or expressed on our quarterly earnings call are based on information available to us as of the date hereof, and we do not assume any obligation to update these statements as a result of new information or future events, except as required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

Key Performance Metrics

Katapult regularly reviews several metrics, including the following key metrics, to evaluate its business, measure its performance, identify trends affecting our business, formulate financial projections and make strategic decisions, which may also be useful to an investor: gross originations, total revenue, gross profit, adjusted gross profit and adjusted EBITDA.

Gross originations are defined as the retail price of the merchandise associated with lease-purchase agreements entered into during the period through the Katapult platform. Gross originations do not represent revenue earned. However, we believe this is a useful operating metric for both Katapult’s management and investors to use in assessing the volume of transactions that take place on Katapult’s platform.

Total revenue represents the summation of rental revenue and other revenue. Katapult measures this metric to assess the total view of pay through performance of its customers. Management believes looking at these components is useful to an investor as it helps to understand the total payment performance of customers.

Gross profit represents total revenue less cost of revenue, and is a measure presented in accordance with generally accepted accounting principles in the United States (“GAAP”). See the “Non-GAAP Financial Measures” section below for a description and presentation of adjusted gross profit and adjusted EBITDA, which are non-GAAP measures utilized by management.

Non-GAAP Financial Measures

To supplement the financial measures presented in this press release and related conference call or webcast in accordance with GAAP, the Company also presents the following non-GAAP and other measures of financial performance: adjusted gross profit, adjusted EBITDA, adjusted net income/(loss) and fixed cash operating expenses. The Company believes that for management and investors to more effectively compare core performance from period to period, the non-GAAP measures should exclude items that are not indicative of our results from ongoing business operations.The Company urges investors to consider non-GAAP measures only in conjunction with its GAAP financials and to review the reconciliation of the Company’s non-GAAP financial measures to its comparable GAAP financial measures, which are included in this press release.

Adjusted gross profit represents gross profit less variable operating expenses, which are servicing costs, and underwriting fees. Management believes that adjusted gross profit provides a meaningful understanding of one aspect of its performance specifically attributable to total revenue and the variable costs associated with total revenue.

Adjusted EBITDA is a non-GAAP measure that is defined as net loss before interest expense and other fees, interest income, change in fair value of warrants and loss on issuance of shares, provision for income taxes, depreciation and amortization on property and equipment and capitalized software, provision of impairment of leased assets, loss on partial extinguishment of debt, stock-based compensation expense, litigation settlement and other related expenses, and debt refinancing costs.

Adjusted net income (loss) is a non-GAAP measure that is defined as net loss before change in fair value of warrants and loss on issuance of shares, stock-based compensation expense and litigation settlement and other related expenses and debt refinancing costs.

Fixed cash operating expenses is a non-GAAP measure that is defined as operating expenses less depreciation and amortization on property and equipment and capitalized software, stock-based compensation expense, litigation settlement and other related expenses, debt refinancing costs, and variable lease costs such as servicing costs and underwriting fees. Management believes that fixed cash operating expenses provides a meaningful understanding of non-variable ongoing expenses.

Adjusted gross profit, adjusted EBITDA and adjusted net loss are useful to an investor in evaluating the Company’s performance because these measures:

Are widely used to measure a company’s operating performance;
Are financial measurements that are used by rating agencies, lenders and other parties to evaluate the Company’s credit worthiness; and
Are used by the Company’s management for various purposes, including as measures of performance and as a basis for strategic planning and forecasting.

Management believes that the use of non-GAAP financial measures, as a supplement to GAAP measures, is useful to investors in that they eliminate items that are not part of our core operations, highly variable or do not require a cash outlay, such as stock-based compensation expense. Management uses these non-GAAP financial measures when evaluating operating performance and for internal planning and forecasting purposes. Management believes that these non-GAAP financial measures help indicate underlying trends in the business, are important in comparing current results with prior period results and are useful to investors and financial analysts in assessing operating performance. However, these non-GAAP measures exclude items that are significant in understanding and assessing Katapult’s financial results. Therefore, these measures should not be considered in isolation or as alternatives to revenue, net loss, gross profit, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Katapult’s presentation of these measures may not be comparable to similarly titled measures used by other companies.


KATAPULT HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (amounts in thousands, except per share data)
	Three Months Ended March 31,
		2025			2024

Revenue
Rental revenue	$	71,078		$	64,142
Other revenue		868			919
Total revenue		71,946			65,061
Cost of revenue		57,597			48,573
Gross profit		14,349			16,488
Operating expenses		14,885			12,688
Income (loss) from operations		(536	)		3,800
Interest expense and other fees		(5,144	)		(4,527	)
Interest income		57			324
Change in fair value of warrant liability		(36	)		(162	)
Loss before income taxes		(5,659	)		(565	)
Provision for income taxes		(29	)		(5	)
Net loss	$	(5,688	)	$	(570	)

Weighted average common shares outstanding – basic and diluted		4,618			4,242

Net loss per common share – basic and diluted	$	(1.23	)	$	(0.13	)


KATAPULT HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data)
	March 31,			December 31,
		2025			2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	5,965		$	3,465
Restricted cash		8,346			13,087
Property held for lease, net of accumulated depreciation and impairment		66,913			67,085
Prepaid expenses and other current assets		4,445			6,731
Total current assets		85,669			90,368
Property and equipment, net		244			253
Capitalized software and intangible assets, net		2,155			2,076
Right-of-use assets, non-current		376			383
Security deposits		91			91
Total assets	$	88,535		$	93,171
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	3,040		$	1,491
Accrued liabilities		18,945			17,372
Accrued litigation settlement		2,199			2,199
Unearned revenue		5,711			4,823
Revolving line of credit, net		77,663			82,582
Term loan, net, current		31,490			30,047
Lease liabilities		129			179
Total current liabilities		139,177			138,693
Lease liabilities, non-current		431			444
Other liabilities		614			828
Total liabilities		140,222			139,965
STOCKHOLDERS’ DEFICIT
Common stock, $.0001 par value– 250,000,000 shares authorized; 4,483,544 and 4,446,540 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		—			—
Additional paid-in capital		102,452			101,657
Accumulated deficit		(154,139	)		(148,451	)
Total stockholders’ deficit		(51,687	)		(46,794	)
Total liabilities and stockholders’ deficit	$	88,535		$	93,171


KATAPULT HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (dollars in thousands)
	Three Months Ended March 31,
		2025			2024
Cash flows from operating activities:
Net loss	$	(5,688	)	$	(570	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		39,392			34,026
Depreciation for early lease purchase options (buyouts)		9,664			7,613
Depreciation for impaired leases		6,632			5,636
Change in fair value of warrants and other non-cash items		36			162
Stock-based compensation		1,066			1,391
Amortization of debt discount		963			669
Amortization of debt issuance costs, net		88			66
Accrued PIK interest expense		480			347
Amortization of right-of-use assets		76			76
Changes in operating assets and liabilities:
Property held for lease		(55,185	)		(45,249	)
Prepaid expenses and other current assets		2,217			1,029
Accounts payable		1,549			754
Accrued liabilities		1,573			(4,123	)
Accrued litigation		(250	)		—
Lease liabilities		(63	)		(55	)
Unearned revenues		888			208
Net cash provided by operating activities		3,438			1,980
Cash flows from investing activities:
Purchases of property and equipment		(24	)		—
Additions to capitalized software		(377	)		(126	)
Net cash used in investing activities		(401	)		(126	)
Cash flows from financing activities:
Proceeds from revolving line of credit		5,128			10,058
Principal repayments on revolving line of credit		(10,135	)		(2,840	)
Repurchases of restricted stock		(271	)		(312	)
Net cash (used in) provided by financing activities		(5,278	)		6,906
Net (decrease) increase in cash, cash equivalents and restricted cash		(2,241	)		8,760
Cash and cash equivalents and restricted cash at beginning of period		16,552			28,811
Cash and cash equivalents and restricted cash at end of period	$	14,311		$	37,571
Supplemental disclosure of cash flow information:
Cash paid for interest	$	3,661		$	3,382
Cash paid for income taxes	$	—		$	112
Cash paid for operating leases	$	111		$	82


KATAPULT HOLDINGS, INC. RECONCILIATION OF NON-GAAP MEASURES AND CERTAIN OTHER DATA (UNAUDITED) (amounts in thousands)
	Three Months Ended March 31,
		2025			2024

Net loss	$	(5,688	)	$	(570	)
Add back:
Interest expense and other fees		5,144			4,527
Interest income		(57	)		(324	)
Change in fair value of warrants		36			162
Provision for income taxes		29			5
Depreciation and amortization on property and equipment and capitalized software		330			266
Provision for impairment of leased assets		150			173
Stock-based compensation expense		1,066			1,391
Litigation settlement and other related expenses		259		$	—
Debt refinancing costs	$	971			—
Adjusted EBITDA	$	2,240		$	5,630


	Three Months Ended March 31,
		2025			2024

Net loss	$	(5,688	)	$	(570	)
Add back:
Change in fair value of warrants		36			162
Stock-based compensation expense		1,066			1,391
Litigation settlement and other related expenses		259			—
Debt refinancing costs		971			—
Adjusted net income (loss)	$	(3,356	)	$	983


	Three Months Ended March 31,
		2025		2024

Operating expenses	$	14,885	$	12,688
Less:
Depreciation and amortization on property and equipment and capitalized software		330		266
Stock-based compensation expense		1,066		1,391
Servicing costs		1,085		1,132
Underwriting fees		772		509
Litigation settlement and other related expenses		259		—
Debt refinancing costs		971	$	—
Fixed cash operating expenses	$	10,402	$	9,390

(in thousands)	Three Months Ended March 31,
		2025		2024

Total revenue	$	71,946	$	65,061
Cost of revenue		57,597		48,573
Gross profit		14,349		16,488
Less:
Servicing costs		1,085		1,132
Underwriting fees		772		509
Adjusted gross profit	$	12,492	$	14,847


CERTAIN KEY PERFORMANCE METRICS

(in thousands)	Three Months Ended March 31,
		2025		2024
Total revenue	$	71,946	$	65,061


KATAPULT HOLDINGS, INC. GROSS ORIGINATIONS BY QUARTER
	Gross Originations by Quarter
($ millions)	Q1		Q2		Q3		Q4
FY 2025	$	64.2	$	—	$	—	$	—
FY 2024	$	55.6	$	55.3	$	51.2	$	64.2
FY 2023	$	54.7	$	54.7	$	49.6	$	67.5
FY 2022	$	46.7	$	46.4	$	44.1	$	59.8
FY 2021	$	63.8	$	64.4	$	61.0	$	58.9

MIL-OSI: Calfrac Reports First Quarter 2025 Results with Record Financial Performance in Argentina

Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, May 15, 2025 (GLOBE NEWSWIRE) — Calfrac Well Services Ltd. (“Calfrac” or “the Company”) (TSX: CFW) announces its financial and operating results for the three months ended March 31, 2025. The following press release should be read in conjunction with the management’s discussion and analysis and interim consolidated financial statements and notes thereto as at March 31, 2025. Readers should also refer to the “Forward-looking statements” legal advisory and the section regarding “Non-GAAP Measures” at the end of this press release. All financial amounts and measures are expressed in Canadian dollars unless otherwise indicated. Additional information about Calfrac is available on the SEDAR+ website at www.sedarplus.ca, including the Company’s Annual Information Form for the year ended December 31, 2024.

CFO’S MESSAGE

Calfrac achieved revenue of $370.1 million during the first quarter in 2025, a 3 percent decline from the fourth quarter in 2024, primarily due to a normal seasonal slowdown in activity in the Rockies region of North America. As experienced over the last couple of years, activity in the Rockies region continues to be very challenging during the first quarter due to limited customer activity, resulting from the higher costs of operating in extreme cold weather. However, the Company’s Argentina operations delivered a sequential increase in revenue of 56 percent as it operated two unconventional fracturing spreads in the Vaca Muerta shale play for a portion of the first quarter.

Calfrac’s Chief Financial Officer, Mike Olinek commented: “I am very pleased with the strong operating and financial performance demonstrated by Calfrac’s team in Argentina during the first quarter and look forward to building on this positive momentum throughout the remainder of the year. I am also confident that the Company’s North American DGB fracturing fleets will remain in high demand and allow us to successfully navigate any potential slowdown in North America and deliver on our strategic priorities.”

SELECT FINANCIAL HIGHLIGHTS – CONTINUING OPERATIONS

	Three Months Ended Mar. 31,
	2025		2024		Change
(C$000s, except per share amounts)	*($)*		($)		(%)
(unaudited)
Revenue	370,057		330,096		12
Adjusted EBITDA⁽¹⁾	55,317		26,057		112
Cash flows provided by operating activities	(7,050	)	11,958		NM
Capital expenditures	42,132		48,072		(12	)
Net income (loss)	7,796		(2,903	)	NM
Per share – basic	0.09		(0.03	)	NM
Per share – diluted	0.09		(0.03	)	NM

As at	Mar. 31,	Dec. 31,	Change
	2025	2024
(C$000s)	*($)*	($)	(%)
(unaudited)
Cash and cash equivalents	15,463	44,045	(65	)
Working capital, end of period⁽²⁾	266,087	229,856	16
Total assets, end of period	1,254,979	1,234,840	2
Long-term debt, end of period	341,095	320,908	6
Net debt⁽¹⁾⁽³⁾	348,674	300,347	16
Total consolidated equity, end of period	660,262	653,330	1

⁽¹⁾Refer to “Non-GAAP Measures” on page 6 for further information.
⁽²⁾Working capital excludes cash and cash equivalents and the current portion of long-term debt of $341.1 million.
⁽³⁾Refer to note 10 of the consolidated interim financial statements for further information.

FIRST QUARTER OVERVIEW

In the first quarter of 2025, the Company:

generated revenue of $370.1 million, an increase of 12 percent from the first quarter in 2024 resulting primarily from higher pricing and activity in Argentina, offset partially by lower pricing in North America;
reported Adjusted EBITDA of $55.3 million versus $26.1 million in the first quarter of 2024 due to record quarterly financial results in Argentina with the commencement of a second large fracturing fleet in the Vaca Muerta shale play during a portion of the first quarter;
had cash flow from operating activities of negative $7.1 million, which included $12.7 million of interest paid and cash used for working capital purposes of $35.0 million, as compared to $12.0 million in the first quarter of 2024, which was net of $9.7 million of interest paid and cash used for working capital purposes of $1.6 million;
reported net income from continuing operations of $7.8 million or $0.09 per share diluted compared to a net loss of $2.9 million or $0.03 per share diluted during the first quarter in 2024;
had a cash position of $15.5 million of which approximately 70 percent was held in Argentina. The Argentina cash balance includes an investment of US$6.1 million in Argentinean government bonds (BOPREAL Bonds) that will be repatriated to Canada before the end of the third quarter in 2025;
reported an increase in period-end working capital to $266.1 million from $229.9 million at December 31, 2024, primarily due to an increase in revenue in the first quarter of 2025 with a greater proportion generated from Argentina, which has longer lead times to collection than North America; and
incurred capital expenditures of $42.1 million, which included approximately $22.3 million of expansion capital in Argentina and $9.3 million related to the Company’s fracturing fleet modernization program in North America, including auxiliary support equipment.

FINANCIAL OVERVIEW – CONTINUING OPERATIONS
THREE MONTHS AND YEARS ENDED MARCH 31, 2025 VERSUS 2024

NORTH AMERICA

	Three Months Ended Mar. 31,
	2025	2024	Change
(C$000s, except operational and exchange rate information)	*($)*	($)	(%)
(unaudited)
Revenue	227,902	248,959	(8	)
Adjusted EBITDA⁽¹⁾	6,131	14,872	(59	)
Adjusted EBITDA (%)⁽¹⁾	2.7	6.0	(55	)
Fracturing revenue per job ($)	25,060	33,518	(25	)
Number of fracturing jobs	8,709	7,176	21
Active pumping horsepower, end of year (000s)	898	951	(6	)
US$/C$ average exchange rate⁽²⁾	1.4352	1.3486	6

⁽¹⁾Refer to “Non-GAAP Measures” on page 6 for further information.
⁽²⁾Source: Bank of Canada.

OUTLOOK

The uncertainty caused by geopolitical tensions, OPEC+ supply increases, and changes to the United States trade and tariff regimes, have affected the economic outlook for the global economy and triggered a recent decline in near-term crude oil prices. While activity in North America has not been significantly impacted as yet, oil-weighted completion activity is expected to be lower year-over-year, but more resilient than past cycles as a focus on capital discipline by the E&P sector has resulted in activity that only supports the maintenance of current production levels. However, completions activity within the Company’s natural gas producing regions in North America is anticipated to be slightly higher than the previous year given the relative strength in natural gas prices.

The Company has been evaluating the implication of tariffs across its North American operations over the last few months and has commenced with mitigation efforts, wherever possible, including seeking applicable tariff exemptions for critical items that are sourced from the United States.

Calfrac’s previously announced Tier IV modernization program is nearing completion. These strategic investments in next-generation Dynamic Gas Blending (“DGB”) pumping technology have resulted in the Company exiting the quarter with the equivalent of five Tier IV DGB fleets operating in the field. Calfrac’s dual-fuel capable fracturing fleets in North America are expected to remain in high demand during the second quarter, despite the current headwinds, and fleet utilization is expected to increase sequentially from the first quarter as certain clients in the Rockies region commence with their 2025 programs.

THREE MONTHS ENDED MARCH 31, 2025 COMPARED TO THREE MONTHS ENDED MARCH 31, 2024

REVENUE

Revenue from Calfrac’s North American operations decreased to $227.9 million during the first quarter of 2025 from $249.0 million in the comparable quarter of 2024. The Company’s North American activity was impacted by extreme cold weather and was significantly lower than the comparable quarter in 2024 despite the 21 percent increase in the number of jobs completed. The Company’s client mix was different than the comparable period in 2024 with the completion of a larger quantity of smaller jobs, which also impacted the fracturing revenue per job. The Company reduced its operating footprint to 11 active fracturing fleets to begin the first quarter to address the seasonal challenges experienced in the Rockies region. The Company recommenced operations in the Appalachian basin in January with an additional fracturing crew, which helped offset the lower revenue experienced in the Rockies. Pricing in North America was lower relative to the comparable quarter in 2024, which contributed to the 8 percent reduction in revenue. Coiled tubing revenue was consistent with the first quarter in 2024 as slightly lower activity was offset by the completion of larger jobs.

ADJUSTED EBITDA

The Company’s operations in North America generated Adjusted EBITDA of $6.1 million or 3 percent of revenue during the first quarter of 2025 compared to $14.9 million or 6 percent of revenue in the same period in 2024. This decrease was primarily due to the decline in fracturing fleet utilization and lower pricing.

ARGENTINA

	Three Months Ended Mar. 31,
	2025	2024	Change
(C$000s, except operational and exchange rate information)	*($)*	($)	(%)
(unaudited)
Revenue	142,155	81,137	75
Adjusted EBITDA⁽¹⁾	53,265	16,100	231
Adjusted EBITDA (%)⁽¹⁾	37.5	19.8	89
Fracturing revenue per job ($)	124,874	74,354	68
Number of fracturing jobs	741	672	10
Active pumping horsepower, end of period (000s)	153	139	10
US$/C$ average exchange rate⁽²⁾	1.4352	1.3486	6

⁽¹⁾Refer to “Non-GAAP Measures” on page 6 for further information.
⁽²⁾Source: Bank of Canada.

OUTLOOK

Argentina continued to demonstrate year-over-year operational and financial improvement by achieving record quarterly financial performance during the first quarter of 2025. Calfrac expects its full-year financial results in Argentina will be very strong, building on the significant momentum generated during the first quarter. The Company benefited from spot work for its second large fracturing fleet in the Vaca Muerta shale play during the first quarter at operating margins that are not expected to be maintained during the remainder of the year. The Company’s 2025 capital program also contemplates the addition of in-house wireline capabilities in Argentina during the fourth quarter which will further bolster its service offering in Neuquén. Recent Argentina government announcements related to the cash repatriation regime in that country reaffirm the Company’s expectations of a greater ability to repatriate excess cash flow following the completion of its significant 2025 capital program.

THREE MONTHS ENDED MARCH 31, 2025 COMPARED TO THREE MONTHS ENDED MARCH 31, 2024

REVENUE

Calfrac’s Argentinean operations generated revenue of $142.2 million during the first quarter of 2025 versus $81.1 million in the comparable quarter in 2024. The 75 percent increase in revenue was driven by improved pricing for spot work and an increase in the number of fracturing jobs completed during the quarter. The Company operated two unconventional fracturing fleets in the Vaca Muerta shale play for a portion of the first quarter. The Company also demonstrated growth in activity across its other service lines as the Company permanently transferred equipment from Las Heras to Neuquén following the completion of a long-term contract. The Company’s offshore coiled tubing unit also contributed to the increase in revenue versus the comparable quarter in 2024.

ADJUSTED EBITDA

The Company’s operations in Argentina generated Adjusted EBITDA of $53.3 million during the first quarter of 2025 compared to $16.1 million in the same quarter of 2024, while the Company’s Adjusted EBITDA margins increased to 37 percent from 20 percent. This increase was primarily due to the significant revenue growth and efficiencies resulting from operating two unconventional fracturing fleets simultaneously during parts of the quarter and higher pricing for spot work. In addition, the Company received an early termination fee related to the closure of its operations in Las Heras following the completion of a long-term contract with a major client in that region. This revenue offset costs that were incurred in 2024 to permanently close this district.

SUMMARY OF QUARTERLY RESULTS – CONTINUING OPERATIONS

Three Months Ended	Jun. 30,	Sep. 30,	Dec. 31,	Mar. 31,		Jun. 30,	Sep. 30,		Dec. 31,		Mar. 31,
	2023	2023	2023	2024		2024	2024		2024		2025
(C$000s, except per share and operating data)	($)	($)	($)	($)		($)	($)		($)		*($)*
(unaudited)
Financial
Revenue	466,463	483,093	421,402	330,096		426,047	430,109		381,230		370,057
Adjusted EBITDA⁽¹⁾	87,785	91,286	62,591	26,057		65,386	65,039		34,512		55,317
Net income (loss)	50,531	97,523	13,202	(2,903	)	24,549	(6,687	)	(6,424	)	7,796
Per share – basic	0.62	1.20	0.16	(0.03	)	0.29	(0.08	)	(0.07	)	0.09
Per share – diluted	0.58	1.09	0.15	(0.03	)	0.29	(0.08	)	(0.07	)	0.09
Capital expenditures	30,718	50,825	49,397	48,072		66,753	22,509		32,955		42,132

⁽¹⁾Refer to “Non-GAAP Measures” on page 6 for further information.

CAPITAL EXPENDITURES – CONTINUING OPERATIONS

	Three Months Ended Mar. 31,
	2025	2024	Change
(C$000s)	*($)*	($)	(%)
North America	12,941	37,174	(65	)
Argentina	29,191	10,898	168
Continuing Operations	42,132	48,072	(12	)

Capital expenditures were $42.1 million for the three months ended March 31, 2025, which included approximately $22.3 million of expansion capital in Argentina and $9.3 million related to the Company’s fracturing fleet modernization program in North America, including auxiliary support equipment versus $48.1 million in the comparable period in 2024.

Calfrac’s Board of Directors approved a 2025 capital budget totalling approximately $135.0 million. The program includes approximately $50.0 million to facilitate the expansion of the Company’s fracturing operations in the Vaca Muerta shale play in Argentina that will be funded locally from cash flow. The 2025 Argentina capital program includes additional fracturing pumping units, an expansion of the Company’s deep coiled tubing capabilities and the introduction of in-house wireline services. The balance of the 2025 program will fund maintenance capital for all operating divisions as well as additional investments in the North American Tier IV fleet modernization program and coiled tubing fleet. Due to a delay in spending related to the Company’s 2024 capital program, approximately $30.0 million of 2024 capital commitments will be funded in 2025, mainly related to the expansion in Argentina, of which approximately $20.0 million occurred during the first quarter.

NON-GAAP MEASURES

Certain supplementary measures presented in this press release, including Adjusted EBITDA, Adjusted EBITDA percentage and Net Debt do not have any standardized meaning under IFRS and, because IFRS have been incorporated as Canadian generally accepted accounting principles (GAAP), these supplementary measures are also non-GAAP measures. These measures have been described and presented to provide shareholders and potential investors with additional information regarding the Company’s financial results, liquidity and ability to generate funds to finance its operations. These measures may not be comparable to similar measures presented by other entities, and are explained below.

Adjusted EBITDA is defined as net income or loss for the period less interest, taxes, depreciation and amortization, foreign exchange losses (gains), non-cash stock-based compensation, and gains and losses that are extraordinary or non-recurring. Adjusted EBITDA is presented because it gives an indication of the results from the Company’s principal business activities prior to consideration of how its activities are financed and the impact of foreign exchange, taxation and depreciation and amortization charges. Adjusted EBITDA is used by management to evaluate the performance of the Company and is also used as a basis for monitoring the Company’s compliance with covenants under the revolving credit facility. Adjusted EBITDA for the period was calculated as follows:

	Three Months Ended March 31,
	2025		2024
(C$000s)	*($)*		($)

Net income (loss) from continuing operations	7,796		(2,903	)
Add back (deduct):
Depreciation	31,922		27,995
Foreign exchange losses (gains)	1,693		(1,049	)
Loss (gain) on disposal of property, plant and equipment	124		(6,241	)
Restructuring charges	516		—
Stock-based compensation	(925	)	2,185
Interest, net	7,944		6,032
Income taxes	6,247		38
Adjusted EBITDA from continuing operations	55,317		26,057
Less: IFRS 16 lease payments	(3,679	)	(3,235	)
Less: Argentina EBITDA threshold adjustment⁽¹⁾	(45,397	)	(5,428	)
Bank EBITDA for covenant purposes	6,241		17,394

⁽¹⁾Refer to note 4 of the Company’s interim consolidated financial statements for the three months ended March 31, 2025.

Adjusted EBITDA percentage is a non-GAAP financial ratio that is determined by dividing Adjusted EBITDA by revenue for the corresponding period.

Net Debt is defined as long-term debt less unamortized debt issuance costs plus lease obligations, less cash and cash equivalents from continuing operations. The calculation of net debt is disclosed in note 10 to the Company’s interim consolidated financial statements for the corresponding period.

OTHER NON-STANDARD FINANCIAL TERMS

MAINTENANCE AND EXPANSION CAPITAL

Maintenance capital refers to expenditures in respect of capital additions, replacements or improvements required to maintain ongoing business operations. Expansion capital refers to expenditures primarily for new items, upgrades and/or equipment that will expand the Company’s revenue and/or reduce its expenditures through operating efficiencies. The determination of what constitutes maintenance capital expenditures versus expansion capital involves judgement by management.

BUSINESS RISKS

The business of Calfrac is subject to certain risks and uncertainties. Prior to making any investment decision regarding Calfrac, investors should carefully consider, among other things, the risk factors set forth in the Company’s most recently filed Annual Information Form under the heading “Risk Factors” which is available on the SEDAR+ website at www.sedarplus.ca under the Company’s profile. Copies of the Annual Information Form may also be obtained on request without charge from Calfrac at Suite 500, 407 – 8th Avenue S.W., Calgary, Alberta, Canada, T2P 1E5, or at www.calfrac.com.

ADDITIONAL INFORMATION

Calfrac’s common shares are publicly traded on the Toronto Stock Exchange under the trading symbol “CFW”.

Calfrac provides specialized oilfield services to exploration and production companies designed to increase the production of hydrocarbons from wells with continuing operations focused throughout western Canada, the United States and Argentina. During the first quarter of 2022, management committed to a plan to sell the Company’s Russian division, resulting in the associated assets and liabilities being classified as held for sale and presented in the Company’s financial statements as discontinued operations. The results of the Company’s discontinued operations are excluded from the discussion and figures presented above unless otherwise noted. See Note 4 to the Company’s annual consolidated financial statements for the year ended December 31, 2024 for additional information on the Company’s discontinued operations.

Further information regarding Calfrac Well Services Ltd., including the most recently filed Annual Information Form, can be accessed on the Company’s website at www.calfrac.com or under the Company’s public filings found at www.sedarplus.ca.

FIRST QUARTER CONFERENCE CALL AND AGM UPDATE

Calfrac will no longer be conducting the previously announced conference call to review its 2025 first-quarter results on Thursday, May 15, 2025. Any interested parties can reach out to Mike Olinek, Chief Financial Officer at the contact information below should they wish to ask any questions regarding the Company’s quarterly financial results.

The Company will be holding its Annual General Meeting at 1:30 pm on Thursday May 15, 2025 in the Viking Room of the Calgary Petroleum Club.

CONSOLIDATED BALANCE SHEETS

	March 31,		December 31,
	2025		2024
(C$000s)	*($)*		($)
ASSETS
Current assets
Cash and cash equivalents	15,463		44,045
Accounts receivable	306,957		251,108
Inventories	130,596		145,506
Prepaid expenses and deposits	21,797		26,452
	474,813		467,111
Assets classified as held for sale	47,053		45,335
	521,866		512,446
Non-current assets
Property, plant and equipment	684,123		673,381
Right-of-use assets	19,990		20,013
Deferred income tax assets	29,000		29,000
	733,113		722,394
Total assets	1,254,979		1,234,840
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued liabilities	160,129		173,974
Income taxes payable	23,301		9,700
Current portion of long-term debt	341,095		150,000
Current portion of lease obligations	9,833		9,536
	534,358		343,210
Liabilities directly associated with assets classified as held for sale	32,677		30,945
	567,035		374,155
Non-current liabilities
Long-term debt	—		170,908
Lease obligations	13,209		13,948
Deferred income tax liabilities	14,473		22,499
	27,682		207,355
Total liabilities	594,717		581,510
Capital stock	911,900		911,785
Contributed surplus	76,190		77,159
Accumulated deficit	(373,875	)	(379,490	)
Accumulated other comprehensive income	46,047		43,876
Total equity	660,262		653,330
Total liabilities and equity	1,254,979		1,234,840

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended March 31,
	2025		2024
(C$000s, except per share data)	*($)*		($)

Revenue	370,057		330,096
Cost of sales	330,576		316,208
Gross profit	39,481		13,888
Expenses
Selling, general and administrative	15,677		18,011
Foreign exchange losses (gains)	1,693		(1,049	)
Loss (gain) on disposal of property, plant and equipment	124		(6,241	)
Interest, net	7,944		6,032
	25,438		16,753
Income (loss) before income tax	14,043		(2,865	)
Income tax expense (recovery)
Current	14,240		6,414
Deferred	(7,993	)	(6,376	)
	6,247		38
Net income (loss) from continuing operations	7,796		(2,903	)
Net (loss) income from discontinued operations	(2,181	)	750
Net income (loss)	5,615		(2,153	)

Earnings (loss) per share – basic
Continuing operations	0.09		(0.03	)
Discontinued operations	(0.03	)	0.01
	0.07		(0.02	)

Earnings (loss) per share – diluted
Continuing operations	0.09		(0.03	)
Discontinued operations	(0.03	)	0.01
	0.07		(0.02	)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31,
	2025		2024
(C$000s)	*($)*		($)
CASH FLOWS PROVIDED BY (USED IN)			Restated
OPERATING ACTIVITIES
Net income (loss)	7,796		(2,903	)
Adjusted for the following:
Depreciation	31,922		27,995
Stock-based compensation	(925	)	2,185
Unrealized foreign exchange losses	1,846		2,627
Loss (gain) on disposal of property, plant and equipment	124		(6,241	)
Interest	7,944		6,032
Interest paid	(12,716	)	(9,717	)
Deferred income taxes	(7,993	)	(6,376	)
Changes in items of working capital	(35,048	)	(1,644	)
Cash flows (used in) provided by operating activities from continuing operations	(7,050	)	11,958
Cash flows provided by (used in) operating activities from discontinued operations	10,231		(8,185	)
Net cash flows provided by operating activities	3,181		3,773
INVESTING ACTIVITIES
Purchase of property, plant and equipment	(38,498	)	(55,727	)
Proceeds on disposal of property, plant and equipment	1,553		11,508
Proceeds on disposal of right-of-use assets	206		227
Cash flows used in investing activities from continuing operations	(36,739	)	(43,992	)
Cash flows used in investing activities from discontinued operations	(1,457	)	(678	)
Net cash flows used in investing activities	(38,196	)	(44,670	)
FINANCING ACTIVITIES
Issuance of long-term debt, net of debt issuance costs	30,000		60,000
Long-term debt repayments	(10,000	)	—
Lease obligation principal repayments	(3,244	)	(2,840	)
Proceeds on issuance of common shares from the exercise of stock options	71		—
Cash flows provided by financing activities from continuing operations	16,827		57,160
Cash flows provided by financing activities from discontinued operations	—		—
Net cash flows provided by financing activities	16,827		57,160
Effect of exchange rate changes on cash and cash equivalents	550		(1,464	)
(Decrease) increase in cash and cash equivalents	(17,638	)	14,799
Cash and cash equivalents, beginning of period	50,776		45,190
Cash and cash equivalents, end of period	33,138		59,989
Included in the cash and cash equivalents per the balance sheet	15,463		58,239
Included in the assets held for sale/discontinued operations	17,675		1,750

ADVISORIES

FORWARD-LOOKING STATEMENTS

In order to provide Calfrac shareholders and potential investors with information regarding the Company and its subsidiaries, including management’s assessment of Calfrac’s plans and future operations, certain statements contained in this press release, including statements that contain words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “forecast” or similar words suggesting future outcomes, are forward-looking statements or forward-looking information within the meaning of applicable securities laws (collectively, “forward-looking statements”).

In particular, forward-looking statements in this press release include, but are not limited to, statements with respect to the expectations regarding trends in, and prospects of, the global oil and gas industry; activity, demand, utilization and outlook for the Company’s continuing operations, including the potential impacts of, and mitigation strategies for, the trade tariffs implemented by the U.S. and Canada on the Company’s North American segment and the strong activity and profitability outlook for the Argentina segment; the supply and demand fundamentals of the pressure pumping industry; input costs, margin and service pricing trends and strategies; operating and financing strategies, performance, priorities, metrics and estimates, including the Company’s ability to repatriate cash from Argentina and the timing thereof; the Company’s Russian segment, including the planned sale of the Russian division; the Company’s service quality and competitive position; capital investment plans, including the progress of the Company’s fleet modernization plan in North America and planned wireline investments to bolster the Company’s service offering in Argentina; and the Company’s expectations and intentions with respect to the foregoing.

These statements are derived from certain assumptions and analyses made by the Company based on its experience and perception of historical trends, current conditions, expected future developments and other factors that it believes are appropriate in the circumstances, including, but not limited to, the economic and political environment in which the Company operates, including the continued implementation of Argentina economic reforms and liberalization of its oil and gas industry as well as the current state of the trade war between Canada and the U.S. and its expected impact on the pressure pumping market in North America; the Company’s expectations for its customers’ capital budgets, demand for services and geographical areas of focus; the level of merger and acquisition activity among oil and gas producers and its impact on the demand for well completion services; the anticipated effects of artificial intelligence power requirements and the commissioning of liquified natural gas terminals on supply and demand fundamentals for oil and natural gas; the ability of newly deployed Tier IV DGB pumping units to achieve manufacturer claims with respect to operational performance, diesel displacement and costs savings in the field; the effect of environmental, social and governance factors on customer and investor preferences and capital deployment; the status of the military conflict in the Ukraine and related Canadian, United States and international sanctions and restrictions involving Russia and counter-sanctions, restrictions, and political measures that may be undertaken in respect of the Company’s ownership and planned sale of the Russian division; industry equipment levels including the number of active fracturing fleets marketed by the Company’s competitors and the timing of deployment of the Company’s fleet upgrades; the continued effectiveness of cost reduction measures instituted by the Company; the Company’s existing contracts and the status of current negotiations with key customers and suppliers; and the likelihood that the current tax and regulatory regime will remain substantially unchanged.

Forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from the Company’s expectations. Such risk factors include but are not limited to: (A) industry risks, including but not limited to, global economic conditions and the level of exploration, development and production for oil and natural gas in North America and Argentina; a shift in strategy by exploration and production companies prioritizing shareholders returns over production growth; excess equipment levels; impacts of conservation measures and technological advances on the demand for the Company’s services; an intensely competitive oilfield services industry; and hazards inherent in the industry; (B) geopolitical risks, including but not limited to, the impacts of the trade war between Canada and United States; foreign operations exposure, including risks relating to repatriation of cash from foreign jurisdictions, unsettled political conditions, war, foreign exchange rates and controls; and risks that the sale of the discontinued operations in Russia may not occur or may be delayed; (C) financial risks, including but not limited to, restrictions on the Company’s access to capital, including the impacts of covenants under the Company’s lending documents; direct and indirect exposure to volatile credit markets, including interest rate risk; fluctuations in currency exchange rates; price escalation and availability of raw materials, diesel fuel and component parts; actual results which are materially different from management estimates and assumptions; the Company’s access to capital and common share price given a significant number of common shares are controlled by two directors of the Company; possible dilution from outstanding stock-based compensation, additional equity or debt securities; and changes in tax rates or reassessment risk by tax authorities; (D) business operations risks, including but not limited to, fleet reinvestment risk, including the ability of the Company to finance the capital necessary for equipment upgrades to support its operational needs while meeting government and customer requirements and preferences; risks of delays and quality of equipment due to Company’s reliance on equipment manufacturers, suppliers and fabricators; seasonal volatility; constrained demand for the Company’s services due to merger and acquisition activity; a concentrated customer base; cybersecurity risks; difficulty retaining, replacing or adding personnel; failure to continuously improve equipment, proprietary fluid chemistries and other products and services; climate change; failure to maintain safety standards and records; improper access to confidential information; failure to effectively and timely address the energy transition; risks of various types of activism; and failure to realize anticipated benefits of acquisitions and dispositions; (E) legal and regulatory risks, including but not limited to, federal, provincial and state legislative and regulatory initiatives and laws; health, safety and environmental laws and regulations; the direct and indirect costs of various existing and proposed climate change regulations; and legal and administrative proceedings. Further information about these and other risks and uncertainties may be found under the heading “Business Risks” above.

Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and there can be no assurance that actual results or developments anticipated by the Company will be realized, or that they will have the expected consequences or effects on the Company or its business or operations. These statements speak only as of the respective date of this press release or the documents incorporated by reference herein. The Company assumes no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable securities laws.

For further information, please contact:

Mike Olinek, Chief Financial Officer

Telephone: 403-266-6000
www.calfrac.com

MIL-OSI United Kingdom: New 2,000 km “deep precision strike” weapon to be developed by UK and Germany as Trinity House Agreement delivers first major milestones

Source: United Kingdom – Government Statements

Press release

New 2,000 km “deep precision strike” weapon to be developed by UK and Germany as Trinity House Agreement delivers first major milestones

The UK and Germany will confirm for the first time that they will work together to develop a new long-range strike capability with a range of over 2,000 km

The United Kingdom and Germany will today (Thursday 15th May) confirm for the first time that they will work together to develop a new long-range strike capability with a range of over 2,000 km, as both countries step up on European security and drive economic growth at home.

This comes following the signing of the landmark Trinity House Agreement on Defence Co-operation in October in London – the first-of-its-kind bilateral defence agreement between the UK and Germany.

German Federal Minister of Defence, Boris Pistorius, will host his counterpart Defence Secretary John Healey MP in the first Trinity House Defence Ministerial Council today in Berlin, where they will discuss how the agreement is already delivering real benefits, from deterring threats on NATO’s eastern flank, to creating skilled jobs and driving investment at home.

The new 2,000 km precision deep strike capability will be among the most advanced systems ever designed by the UK, to safeguard the British public and reinforce NATO deterrence, while boosting the UK and European defence sectors.

Discussions will focus on a joint procurement programme for Sting Ray torpedoes for P-8 Poseidon maritime patrol and reconnaissance aircraft, enhancing the UK and Germany’s ability to counter the latest underwater threats, boosting national security for both nations.

A new commitment will also see Germany procure advanced British military bridges, delivering on the Government’s Plan for Change by supporting jobs in the North-west.

Defence Secretary John Healey MP said:

The UK and Germany have never been closer, and the Trinity House Agreement is already making a positive impact on our security and economy. This partnership is helping us make defence an engine for growth – creating jobs, boosting skills, and driving investment across the UK and Germany.

In a more dangerous world, NATO and European allies stand united. Together with Germany, we’re leading the way in supporting Ukraine, defending NATO’s eastern flank, and jointly investing in next-generation capabilities.

It follows the Prime Minister’s historic commitment to increase defence spending to 2.5% of GDP, recognising the critical importance of military readiness in an era of heightened global uncertainty. 

Since the Trinity House Agreement was signed in October, German crews have joined RAF personnel in two flights on UK P-8 Poseidon aircraft. The UK’s Poseidon fleet play a crucial role tracking Russian vessels near UK waters.

The Defence Ministers will meet again tomorrow (Friday 16th May) alongside their Polish, Italian and French counterparts in a meeting of the European Group of Five (E5) Defence ministers in Rome.

The UK and Germany will meet again in June alongside more than 50 nations and partners, when they jointly host the next meeting of the Ukraine Defence Contact Group. Since the UK took the chair, nearly £23bn has been pledged in military support for Ukraine.

The Trinity House Agreement is delivering on the Government’s Plan for Change by stepping up national security whilst strengthening our industrial base and boosting skilled jobs at home.

Published 15 May 2025

MIL-OSI United Kingdom: UK welcomes talks in Istanbul and calls on Kremlin to end the bloodshed: UK statement to the OSCE

Source: United Kingdom – Executive Government & Departments

Speech

UK welcomes talks in Istanbul and calls on Kremlin to end the bloodshed: UK statement to the OSCE

Ambassador Holland welcomes talks in Istanbul and urges Russia to end the bloodshed in Ukraine and show it is serious about peace or face further sanctions.

Thank you, Mr Chair.

Ukraine has agreed, in-principle, to a full and unconditional ceasefire. Because only when missiles and drones stop, and the deaths of innocent civilians end, can discussions towards a just and lasting peace begin.

Last weekend the UK, the US and our European partners reiterated our call on Russia to agree to a 30-day ceasefire now, as Ukraine has done, and create the space for talks.

Rather than seize this opportunity, Russia continues to stall. Instead of an unconditional ceasefire, they have again moved the goal posts, calling for talks to resolve the conflict’s so-called ‘root causes’. This is code for maximalist demands which would deny Ukraine its sovereignty and territorial integrity and do not meaningfully shift the dial.

We welcome today’s talks and thank Türkiye for agreeing to host them. We call on Russia to engage in good faith in the US-led peace efforts. In keeping with his commitment to ending this war, President Zelenskyy has agreed to direct talks with President Putin, an offer which we now know has been rebuffed. We commend President Zelenskyy for this decision.

Mr Chair, last week we saw another supposed three-day ‘ceasefire’ from Russia. Just like the truce at Easter, this was a smokescreen intended to portray Russia as the party of peace.

In reality, Russia’s death and destruction continued. According to the Ukrainian authorities, there were over 700 Russian violations between midnight and midday last Thursday alone. Aerial bombings killed at least three civilians in Kherson, Zaporizhzhia and Sumy.

And Russia ramped up its attacks in the days after this ‘ceasefire’ just as it did at Easter. At least six civilians have been killed and dozens more injured. Civilian infrastructure has been destroyed in Odesa and elsewhere in Ukraine.

The gulf between the Russian state’s words and its actions could not be wider. But the urgency is real. April was the deadliest month in Ukraine for child casualties since June 2022. Normal lives, homes and families destroyed.

We will not stand by while the Kremlin delays and denies. The UK and our allies are prepared to impose further sanctions if Russia fails to demonstrate that it is serious about peace. And we will continue to support Ukraine for as long as it takes.

Now, more than ever, Russia must heed the world’s call and agree to end the bloodshed.

Published 15 May 2025

MIL-OSI Global: ‘I will not eat the bugs’: examining a right-wing narrative about scarcity and insect consumption

Source: The Conversation – France – By D. D. Moore, Visiting Fellow, Max Weber Programme for Postdoctoral Studies, European University Institute

Noor Bin Ladin, a right-wing influencer, stridently declares “I don’t want to eat the bugs” on a talk show hosted by a former adviser to US President Donald Trump. Laurent Duplomb, a senator from the conservative Les Républicains party in France, informs his colleagues that the French would be eating “insects without their knowledge”. Bartosz Kownacki, an MP from the nationalist Law and Justice party in Poland, suggests that opposition politicians write “instead of chicken, eat a worm” on their election materials, arguing that “this is their real election programme”. Thierry Baudet, a leader of the far-right Forum for Democracy party in the Netherlands, shouts “No way! No way!” while holding up a bag of mealworms in front of protesting farmers. Politicians in Lega, a far-right party in Italy, warn that the European Union is planning to “impose” the eating of insects on citizens in the bloc – and a Lega electoral campaign includes a billboard-sized image of a person popping an enormous cricket into their mouth, next to the caption, “Let’s change Europe before it changes us.”

A weekly e-mail in English featuring expertise from scholars and researchers. It provides an introduction to the diversity of research coming out of the continent and considers some of the key issues facing European countries. Get the newsletter!

During the 2020s, commentators and politicians across the right-wing political spectrum have amplified an Internet-based conspiracy theory that elite forces are conspiring to make us all eat insects. Often rallying under the slogan “I will not eat the bugs,” right-wing and far-right figures have come out in force against human consumption of insects. Many of these people assert that the EU is planning to force bug-eating on the general public while devastating traditional agriculture and meat consumption under the guise of the European Green Deal, the bloc’s plan to eliminate greenhouse gases by 2050 and decouple economic growth from resource use. Opposing insect-eating has become a symbolic way to protest EU environmental policies, express scepticism of and hostility toward Brussels, and villainize political opponents. Closer inspection reveals that the conspiracy theory underlying such opposition has much older and more sinister resonances.

“Spreading disinformation”

Insect eating (entomophagy) remains a minor practice in Europe and North America, although alternative protein sources do play a role in the EU’s move toward a sustainable future. So far, the European Commission has approved frozen, dried and powdered forms of Tenebrio molitor (yellow mealworm larva), Locusta migratoria (migratory locust), Acheta domesticus (house cricket) and Alphitobius diaperinus (the lesser mealworm larva) for human consumption. But the market for insect powder in foods like bread, pasta and sports bars remains small. Although insects are common food in many parts of the world, consumers in the West, where insects are more commonly used to provide protein in animal feed, are reluctant to eat bugs for historical reasons based in ideas of uncleanliness and primitiveness. So, based on the facts, there seems to be little to no reason for statements such as those made by Rumen Petkov of Bulgaria’s ABV party, who said that EU approval of insect consumption is a “crime against Europe” and that the European Commission is “prepared to kill our European children”.

What led to the rapid spread of this conspiracy theory? Noor Bin Ladin’s remarks give us a clue. During her talk show appearance, Bin Ladin described her words as a message for Klaus Schwab to take to his “masters”. Schwab is the founder and executive chair of the World Economic Forum. Early in the Covid pandemic, Schwab and the WEF produced a set of proposals titled “the Great Reset”, which called for an overhaul of various world systems to produce a stakeholder-driven capitalism that would lead to a more socially and environmentally responsible future. Conspiracists seized on and branded “the Great Reset” as a new iteration of a conspiracy theory known as the New World Order – an imagined global governance system meant to control the lives of everyone. Both the Great Reset and the New World Order lead back to much older and broader antisemitic conspiracy theories that hold that elite Jewish financiers run the world with their hands on invisible levers of power. All these narratives tap into feelings of futility and hopelessness about the future.

US right-wing media personality Tucker Carlson called a 2023 episode of his show, which included a heavy focus on Schwab and the WEF, “Let Them Eat Bugs”, a title that gestures at the remark allegedly made by Marie Antoinette, the last queen of France, when she heard about people suffering from a lack of bread before the French Revolution: “Let them eat cake”. With this title, Carlson is aiming to emphasize that the elite are hopelessly out of touch and have contempt for farmers and the average man, whom they want to force to eat bugs. Like the French bedbug scare in late 2023, right-wing alarm around insect-eating has connections to the spread of anti-EU Russian propaganda. Russian news outlets have suggested that Europeans are so poor and food deprived as a result of sanctions connected to the war in Ukraine that they have been reduced to eating insects. As the European Digital Media Observatory (EDMO) writes, insects are “delicious treats for actors with interest in spreading disinformation against the EU”.

Symbols for dehumanization

The desire to stir up fear about the minor level of European and US insect consumption is not based on the risk of rapid growth in the insect market, but on the power to arouse disgust and fear itself. Insects have long been used as symbols to stir revulsion and paint opponents as objects of physical and moral disgust. During times of political extremism, insects have featured repeatedly in efforts to distance, devalue and dehumanize minorities. Armenians were called locusts during the Armenian genocide, and Jews were compared to lice in Nazi Germany. In the period prior to the ethnic genocide of Tutsis in Rwanda, some Hutus repeatedly called Tutsis “cockroaches” on public radio. The right wing’s current fetishization of insect-eating serves as a narrative to cast political opponents as morally repulsive, even if not labelling them as bugs themselves.

For some figures on the right, insect consumption symbolizes the worst of Eurocentric liberalism – seen as a movement so void of a positive political vision that the only possible future it offers is one of impoverishment and bug-eating. They point to an elite who they claim will go on feasting on meat while forcing mealworms and fly larvae on the rest of us. It’s a potent image. At a moment in which people on the right and the left seem unable to imagine a better political future together, it becomes easier to demonize climate policy-minded leaders as a group of disgusting hypocrites plotting to create a society of contrived scarcity where the general population is reduced to eating bugs.

Meanwhile, since 2015, scientists have been releasing papers warning that the global food system shows risks of genuine structural problems. In a future of environmental disruption, trade wars and real risks of food shortages and famine, we may need all the calories we can get – insect-based or otherwise.

Out of curiosity, I bought a bag of cricket flour last fall. The crickets resulted in a delicious, nutty-flavoured cecina, well… crickcina. So far, none of my friends will try it. They’re missing out.

D. D. Moore ne travaille pas, ne conseille pas, ne possède pas de parts, ne reçoit pas de fonds d’une organisation qui pourrait tirer profit de cet article, et n’a déclaré aucune autre affiliation que son organisme de recherche.

– ref. ‘I will not eat the bugs’: examining a right-wing narrative about scarcity and insect consumption – https://theconversation.com/i-will-not-eat-the-bugs-examining-a-right-wing-narrative-about-scarcity-and-insect-consumption-254112

MIL OSI – Global Reports –

MIL-OSI Europe: EUROPE/UKRAINE – Father Luca Bovio, IMC, at the head of the newly established national direction of the Pontifical Mission Societies

Source: Agenzia Fides – MIL OSI

Wednesday, 14 May 2025

Vatican City (Agenzia Fides) – Cardinal Luis Antonio G. Tagle, Pro-Prefect of the Dicastery for Evangelization (Section for First Evangelization and New Particular Churches), appointed Father Luca Bovio, IMC, as director of the national direction of the newly established Pontifical Mission Societies (PMS) in Ukraine on March 25, 2025, for the five-year period 2025-2030.Born in Milan on October 19, 1970, Father Bovio experienced missionary volunteering as a lay person in Tanzania before joining the Consolata Missionaries in 1996. He completed his philosophical studies at the Interdiocesan Theological Study of Fossano, affiliated with the Faculty of Theology of Northern Italy (1998-2000), and his theological studies at the Pontifical Urbaniana University in Rome (2001-2004). He was ordained a priest in Milan in 2006. He obtained a degree in Dogmatic Theology from the Pontifical Gregorian University (2005-2007). In 2008, together with two confreres, he founded the first community of Consolata Missionaries in Poland.Since 2012, he has served as National Secretary of the Pontifical Missionary Union within the Polish PMS, playing a key role in organizing missionary congresses and in the formation of local clergy. He has been responsible for the Kielpino community since 2013 and has also been the Province’s Delegate to the Conference of Major Superiors of Poland.In 2019, he obtained his doctorate in Missiology at the University named after Cardinal Stefan Wyszyński in Warsaw. Since the beginning of the war in Ukraine, Father Bovio has visited the country many times, providing humanitarian support to several dioceses and strengthening his ties with the local Church. (EG) (Agenzia Fides, 14/5/2025)
Share:

MIL-OSI Russia: Turkish and Ukrainian Foreign Ministers Discuss Upcoming Peace Talks Between Moscow and Kyiv

Translation. Region: Russian Federal

Source: People’s Republic of China in Russian – People’s Republic of China in Russian –

Source: People’s Republic of China – State Council News

ANKARA, May 15 (Xinhua) — Turkish Foreign Minister Hakan Fidan met with his Ukrainian counterpart Andriy Sybiha in Antalya on Wednesday ahead of the upcoming peace talks between Russia and Ukraine scheduled to be held in Istanbul.

According to Anadolu Agency, H. Fidan told A. Sibige that Türkiye is ready to provide any support, including holding negotiations, to help achieve peace.

After the meeting, A. Sybiha wrote on the social network X that he had discussed in detail with his colleague ways to advance a “meaningful peace process.” “I reaffirmed Ukraine’s commitment to peace, our immediate and unconditional readiness for a full and sustainable ceasefire, as well as our proposal to hold a direct summit meeting between Ukraine and Russia,” he said.

On Sunday, Russian President Vladimir Putin proposed resuming direct talks with Ukraine on May 15 in Istanbul. On the same day, Ukrainian President Volodymyr Zelensky said he was ready to meet with Putin in Istanbul.

Earlier on Wednesday, Russian presidential aide Yuri Ushakov said that the Russian delegation at the upcoming talks would consider political and technical issues, and the topics included in the agenda would determine the composition of the delegation. –0–

Putin, Trump to skip Ukraine’s peace talks that Russian leader proposed

Source: Government of India

Source: Government of India (4)

U.S. President Donald Trump and Russian President Vladimir Putin indicated they would not attend what could be the first direct peace talks between Moscow and Kyiv in three years on Thursday, with the Kremlin sending instead a group of experienced technocrats.

Putin on Sunday proposed direct negotiations with Ukraine in Istanbul on Thursday “without any preconditions”. Late on Wednesday, the Kremlin said the delegation would include presidential adviser Vladimir Medinsky and Deputy Defence Minister Alexander Fomin – but Putin‘s name was not on the list.

After the Kremlin’s delegation announcement, a U.S. official said Trump, who is on a three-nation tour of the Middle East, would not attend. The U.S. leader had said earlier that he was considering the option to participate.

While Putin had never confirmed he would attend in person, the absence of the Russian and U.S. presidents lowers the expectations for a major breakthrough in the war that Russia started in February 2022.

Ukrainian President Volodymyr Zelenskiy had challenged Putin to attend the talks “if he’s not afraid,” in an apparent contest to show Trump who wants peace more, Ukraine or Russia.

While the Kyiv leader was on his way to Turkey late on Wednesday, a Ukrainian official said, he had said he would take part in the talks only if Putin attended.

In his nightly video address on Wednesday Zelenskiy said that Ukraine would decide on its steps for peace talks in Turkey once there was clarity on Putin‘s participation.

“The answers to all questions about this war – why it started, why it continues – all these answers are in Moscow,” Zelenskiy said. “How the war will end depends on the world.”

Trump wants the two sides to sign up to a 30-day ceasefire to pause Europe’s biggest land war since World War Two, and a Russian lawmaker said on Wednesday there could also be discussions about a huge prisoner of war exchange.

Zelenskiy backs an immediate 30-day ceasefire, but Putin has said he first wants to start talks at which the details of such a ceasefire could be discussed.

MORE SANCTIONS ON RUSSIA?

Trump, who is growing increasingly frustrated with both Russia and Ukraine as he tries to push them towards a peace settlement, said he was “always considering” secondary sanctions against Moscow if he thought it was blocking the process.

U.S. officials have spoken about possible financial sanctions as well as potential secondary sanctions on buyers of Russian oil.

The U.S. delegation to Turkey included Secretary of State Marco Rubio and senior envoys Steve Witkoff and Keith Kellogg.

Ukrainian Foreign Minister Andrii Sybiha said early on Thursday he had met with Rubio to share Zelenskiy’s peace vision and “coordinate positions during this critical week.”

Medinsky and Fomin, part of the Russian delegation, took part in the last set of negotiations between the two sides in the first weeks of the war. Other senior military and intelligence officials were also part of the Thursday delegation.

Direct talks between negotiators from Ukraine and Russia last took place in Istanbul in March 2022, a month after Putin sent tens of thousands of troops into Ukraine in what he calls a “special military operation” to root out neo-Nazis.

Ukraine and its allies say the invasion was an unprovoked, imperial-style land grab.

With Russian forces grinding forward in Ukraine and now controlling about a fifth of the country, the Kremlin chief has offered few, if any, concessions so far. In his proposal at the weekend, he said that the talks in Turkey would be aimed at a durable peace.

He specifically mentioned the 2022 talks and the failed draft deal.

Under that deal, among others, Ukraine would have agreed to permanent neutrality in return for security guarantees from the five permanent members of the U.N. Security Council: Britain, China, France, Russia and the United States, and other nations including Belarus, Canada, Germany, Israel, Poland and Turkey, according to a draft seen by Reuters.

But officials in Kyiv say agreeing to Ukrainian neutrality is a red line they will not cross.

(Reuters)