Market Newsdesk

February 4, 2026 4:30 pm

UGI Declares Common Dividend

UGI Declares Common Dividend

VALLEY FORGE, Pa.–(BUSINESS WIRE)–
The Board of Directors of UGI Corporation (NYSE: UGI) has declared a quarterly dividend of $0.375 per share of UGI’s common stock. The dividend is payable April 1, 2026, to shareholders of record as of March 16, 2026.

About UGI

UGI Corporation (NYSE: UGI) is a distributor and marketer of energy products and services in the US and Europe. UGI offers safe, reliable, affordable, and sustainable energy solutions to customers through its subsidiaries, which provide natural gas transmission and distribution, electric generation and distribution, midstream services, propane distribution, renewable natural gas generation, distribution and marketing, and energy marketing services.

Comprehensive information about UGI Corporation is available on the Internet at https://www.ugicorp.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260204497986/en/

CONTACT INVESTOR RELATIONS

610-337-1000

Tameka Morris, ext. 6297

Arnab Mukherjee, ext. 7498

KEYWORDS: Pennsylvania United States North America

INDUSTRY KEYWORDS: Other Energy Utilities Environment Oil/Gas Sustainability Alternative Energy Energy

MEDIA:

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February 4, 2026 4:29 pm

MetLife Announces Full Year and 4Q 2025 Results

MetLife Announces Full Year and 4Q 2025 Results

NEW YORK–(BUSINESS WIRE)–
MetLife, Inc. (NYSE: MET) today announced its full year and fourth quarter 2025 results.

Earnings		Return
Per Share		on Equity (ROE
	4Q 2025		4Q 2025
Net Income	$1.17	ROE	12.0%

Adjusted Earnings	$2.49	Adjusted ROE	17.6%

Full Year Results

Net income was $3.2 billion, or $4.71 per share.
Adjusted earnings per share, excluding total notable items, up 10%¹ to $8.89.
Premiums, fees and other revenues (PFOs) increased 10% to $57.6 billion.
Adjusted PFOs, excluding pension risk transfers (PRT), were up 5% to $49.8 billion.
RIS record sales, including transactions of $14.2 billion in PRT and $11.1 billion of U.K. longevity reinsurance.
Beat free cash flow ratio and direct expense ratio² targets.
ROE was 12.9%. Adjusted ROE, excluding total notable items, was 16%, at midpoint of target range.
Book value per share (BVPS) up 14% to $39.02. Adjusted BVPS increased 4% to $57.07.
Returned nearly $4.4 billion to shareholders.
Holding company cash and liquid assets totaled $3.6 billion at year end, within target range.

Fourth Quarter Results

Net income was $778 million, or $1.17 per share.
Adjusted earnings increased 13% to $1.6 billion, driven by variable investment income, strong volume growth and improved expense margins.
Adjusted earnings per share, excluding total notable items, increased 24% to $2.58.
PFOs increased 29% to $18.7 billion. Adjusted PFOs, excluding PRT, up 8% to $12.8 billion.
Net investment income up 10% to $5.9 billion.
Variable investment income was $497 million, primarily reflecting higher private equity returns

Comment from Michel Khalaf, President and Chief Executive Officer:

MetLife delivered record fourth quarter results, underscoring the strength of our diversified businesses and the disciplined execution of our all-weather New Frontier strategy.

For the full year, we achieved 10% adjusted earnings per share growth, 16% adjusted return on equity, and beat our direct expense and free cash flow ratio targets, while returning nearly $4.4 billion to shareholders. We made significant progress in advancing our New Frontier priorities, completing key strategic transactions and entering new partnerships to extend our market leadership, expand our global reach, and enhance capital flexibility.

We are confident that the foundation built in 2025 positions MetLife to accelerate growth responsibly and deploy capital prudently to deliver on our New Frontier commitments.

¹In this news release, all comparisons of results for the fourth quarter of 2025 are with the fourth quarter of 2024, unless otherwise noted. All comparisons of results for the full year of 2025 are with the full year of 2024, unless otherwise noted. ²Direct expense ratio, excluding total notable items related to direct expenses and PRT.

Fourth Quarter and Full Year 2025 Summary

($ in millions, except per share data)	Three Months Ended December 31,								Year Ended December 31,
		2025			2024		Change			2025			2024		Change
Premiums, fees and other revenues	$	18,696		$	14,475		29	%	$	57,609		$	52,520		10	%
Net investment income		5,924			5,405		10	%		22,559			21,273		6	%
Net investment gains (losses)		(160	)		(311	)				(1,145	)		(1,184	)
Net derivative gains (losses)		(646	)		(903	)				(1,939	)		(1,623	)
Total revenues	$	23,814		$	18,666				$	77,084		$	70,986

Adjusted premiums, fees and other revenues	$	18,614		$	14,437		29	%	$	57,408		$	52,379		10	%
Adjusted premiums, fees and other revenues, excluding pension risk transfers (PRT)	$	12,839		$	11,844		8	%	$	49,839		$	47,530		5	%

Market risk benefit remeasurement gains (losses)	$	267		$	764				$	508		$	1,109

Net income (loss)	$	778		$	1,239		(37	)%	$	3,173		$	4,226		(25	)%
Net income (loss) per share	$	1.17		$	1.78		(34	)%	$	4.71		$	5.94		(21	)%

Adjusted earnings	$	1,648		$	1,459		13	%	$	5,943		$	5,796		3	%
Adjusted earnings per share	$	2.49		$	2.09		19	%	$	8.83		$	8.15		8	%
Adjusted earnings, excluding total notable items	$	1,709		$	1,449		18	%	$	5,986		$	5,770		4	%
Adjusted earnings, excluding total notable items per share	$	2.58		$	2.08		24	%	$	8.89		$	8.11		10	%

Book value per share	$	39.02		$	34.28		14	%	$	39.02		$	34.28		14	%
Adjusted book value per share	$	57.07		$	54.81		4	%	$	57.07		$	54.81		4	%

Expense ratio		15.4	%		17.8	%				18.5	%		19.0	%
Direct expense ratio, excluding total notable items related to direct expenses and PRT		11.6	%		13.1	%				11.7	%		12.1	%
Adjusted expense ratio, excluding total notable items related to adjusted other expenses and PRT		20.3	%		21.9	%				20.1	%		20.9	%

ROE		12.0	%		19.6	%				12.9	%		16.9	%
Adjusted ROE		17.6	%		15.4	%				15.9	%		15.2	%
Adjusted ROE, excluding total notable items		18.3	%		15.3	%				16.0	%		15.2	%

Information regarding the non-GAAP and other financial measures included in this news release and reconciliation of the non-GAAP financial measures to GAAP measures are in “Non-GAAP and Other Financial Disclosures” below and in the tables that accompany this news release.

Supplemental slides for the fourth quarter of 2025, titled “4Q25 Earnings Call Presentation,” are available on the MetLife Investor Relations website at https://investor.metlife.com and in the Form 8-K furnished by MetLife to the U.S. Securities and Exchange Commission in connection with this earnings release. Supplemental information about MetLife’s diversified global investment portfolio is contained in the “4Q25 – General Account Assets Under Management Fact Sheet,” available on the above-mentioned website. Additionally, further information is available under the heading “Consolidated Company Outlook” in Item 8.01 of the Form 8-K.

Total Company Discussion

MetLife reported fourth quarter 2025 premiums, fees and other revenues of $18.7 billion, up 29 percent compared with the prior-year quarter. Adjusted premiums, fees and other revenues, excluding pension risk transfers, were $12.8 billion, up 8 percent.

Net investment income was $5.9 billion, up 10 percent, primarily due to higher variable investment income and increases in the estimated fair value of certain securities that do not qualify as separate accounts under GAAP. Adjusted net investment income was $5.6 billion, up 5 percent, mainly driven by higher variable investment income.

Net investment losses were $160 million, or $126 million after tax, reflecting normal trading activity and a stable credit environment. Net derivative losses amounted to $646 million, or $510 million after tax, due to higher long-term interest rates, stronger equity markets and strengthening of the U.S. dollar.

Net income decreased 37 percent to $778 million. Net derivative losses and net investment losses were the primary drivers, partially offset by market risk benefit remeasurement gains and higher adjusted earnings. On a per-share basis, net income decreased 34 percent to $1.17.

Adjusted earnings were $1.6 billion, up 13 percent on a reported basis and 12 percent on a constant currency basis. On a per-share basis, adjusted earnings were $2.49, up 19 percent.

MetLife’s direct expense ratio, excluding total notable items related to direct expenses and PRT, was 11.6 percent in the fourth quarter and 11.7 percent for the full year, compared to 13.1 percent in the prior-year quarter and 12.1 percent for the full year 2024.

Adjusted Earnings by Segment Summary

	Three Months Ended December 31, 2025		Year Ended December 31, 2025
Segment	Change from prior-year period (on a reported basis)	Change from prior-year period (on a constant currency basis)	Change from prior year (on a reported basis)	Change from prior year (on a constant currency basis)
Group Benefits	12%		5%
Retirement and Income Solutions (RIS)	18%		—%
Asia	—%	1%	5%	6%
Latin America	(1)%	(9)%	(9)%	(6)%
Europe, the Middle East and Africa (EMEA)	64%	64%	30%	31%
MetLife Investment Management (MIM)	275%		264%

Business Discussions

GROUP BENEFITS

($ in millions)	Three Months Ended December 31, 2025	Three Months Ended December 31, 2024	Change
Adjustedearnings	$465	$416	12%
Notable item(s)	$0	$0
Adjusted earnings ex. notables	$465	$416	12%
Adjusted PFOs	$6,287	$6,184	2%

Adjusted earnings were $465 million, up 12 percent, largely reflecting favorable life underwriting.
Adjusted PFOs were $6.3 billion, up 2 percent. Overall growth was partially offset by the impact of favorable mortality on participating life contracts. PFOs from participating life contracts can fluctuate with claims experience.
Sales were up 4 percent for the full year, primarily driven by regional business growth.

RIS

($ in millions)	Three Months Ended December 31, 2025	Three Months Ended December 31, 2024	Change
Adjustedearnings	$454	$386	18%
Notable item(s)	$0	$0
Adjusted earnings ex. notables	$454	$386	18%
Adjusted PFOs	$7,209	$3,620	99%
Adjusted PFOs, excluding PRT	$1,434	$1,027	40%

Adjusted earnings were $454 million, up 18 percent, largely driven by favorable variable investment income.
Adjusted PFOs were $7.2 billion, mainly reflecting record PRT sales.
Adjusted PFOs, excluding PRT, were $1.4 billion, up 40 percent, mainly due to U.K. longevity reinsurance.
Total liability exposure grew 14 percent, including 13 percent in general account liabilities.

ASIA

($ in millions)	Three Months Ended December 31, 2025	Three Months Ended December 31, 2024	Change	Constant currency change
Adjusted earnings	$444	$443	—%	1%
Notable item(s)	$0	$0
Adjusted earnings ex. notables	$444	$443	—%	1%
Adjusted PFOs	$1,671	$1,635	2%	3%
Asia general account assets under management (at amortized cost)	$140,168	$129,959	8%	7%

Adjusted earnings were $444 million, essentially flat on a reported basis and up 1 percent on a constant currency basis. Volume growth and favorable expenses were offset by less favorable underwriting.
Adjusted PFOs were $1.7 billion, up 2 percent on a reported basis, and up 3 percent on a constant currency basis, reflecting strong growth across the region.
Asia general account assets under management (at amortized cost) were$140.2 billion, up 7 percent on a constant currency basis.

Sales were $598 million, up 18 percent on a constant currency basis, primarily driven by Japan and Korea.

LATIN AMERICA

($ in millions)

Three Months Ended

December 31, 2025

Three Months Ended

December 31, 2024

Change

Constant

currency

change

Adjusted earnings

$198

$201

(1)%

(9)%

Notable item(s)

$(29)

$0

Adjusted earnings ex. notables

$227

$201

13%

4%

Adjusted PFOs

$1,796

$1,438

25%

16%

Adjusted earnings were $198 million, down 1 percent on a reported basis and down 9 percent on a constant currency basis, primarily reflecting a value-added tax adjustment in Mexico.

Excluding notable items, adjusted earnings were $227 million, up 13 percent on a reported basis and up 4 percent on a constant currency basis, primarily driven by strong volume growth across the region and favorable Chilean encaje returns.

Adjusted PFOs were $1.8 billion, up 25 percent on a reported basis and up 16 percent on a constant currency basis, due to strong growth across the region.

Sales were $451 million, up 26 percent on a constant currency basis, driven by growth across the region.

EMEA

($ in millions)

Three Months Ended

December 31, 2025

Three Months Ended

December 31, 2024

Change

Constant

currency

change

Adjusted earnings

$97

$59

64%

64%

Notable item(s)

$0

$0

Adjusted earnings ex. notables

$97

$59

64%

64%

Adjusted PFOs

$787

$652

21%

17%

Adjusted earnings were $97 million, up 64 percent on a reported and constant currency basis, primarily driven by strong volume growth across the region and favorable underwriting.

Adjusted PFOs were $787 million, up 21 percent on a reported basis and up 17 percent on a constant currency basis, reflecting strong sales across the region.

Sales were $310 million, up 24 percent on a constant currency basis, reflecting strong growth across most markets.

METLIFE INVESTMENT MANAGEMENT

($ in millions)

Three Months Ended

December 31, 2025

Three Months Ended

December 31, 2024

Change

Adjusted earnings

$60

$16

275%

Notable item(s)

$0

$0

Adjusted earnings ex. notables

$60

$16

275%

Other revenues

$239

$181

32%

Total assets under management

$741,674

$585,729

27%

Institutional net flows

$5,612

$5,118

10%

Adjustedearnings were $60 million compared with $16 million.

Other revenues were $239 million, up 32 percent.

Total assets under management were $741.7 billion, up 27 percent, primarily reflecting the acquisition of PineBridge Investments, which closed on December 30, 2025.

CORPORATE & OTHER

($ in millions)

Three Months Ended

December 31, 2025

Three Months Ended

December 31, 2024

Change

Adjusted earnings

$(70)

$(62)

Notable item(s)

$(32)

$10

Adjusted earnings ex. notables

$(38)

$(72)

Adjusted loss of $70 million, compared to an adjusted loss of $62 million.

Adjusted loss, excluding notable items, of $38 million, compared to an adjusted loss, excluding notable items, of $72 million.

INVESTMENTS

($ in millions)

Three Months Ended

December 31, 2025

Three Months Ended

December 31, 2024

Change

Adjusted net investment income

$5,577

$5,301

5%

Adjusted net investment income was $5.6 billion, up 5 percent. Variable investment income increased 70 percent to $497 million, primarily driven by higher returns on private equity assets.

FOURTH QUARTER 2025 NOTABLE ITEMS

Adjusted Earnings

($ in millions)
Three Months Ended December 31, 2025

Notable Items
Group

Benefits

RIS

Asia

Latin

America

EMEA

MIM

Corporate

&

Other

Total

Litigation reserves and settlement costs

$0

$0

$0

$0

$0

$0

$(32)

$(32)

Tax adjustments

$0

$0

$0

$(29)

$0

$0

$0

$(29)

Total notable items

$0

$0

$0

$(29)

$0

$0

$(32)

$(61)

About MetLife

MetLife, Inc. (NYSE: MET), through its subsidiaries and affiliates (“MetLife”), is one of the world’s leading financial services companies, providing insurance, annuities, employee benefits and asset management to help individual and institutional customers build a more confident future. Founded in 1868, MetLife has operations in more than 40 markets globally and holds leading positions in the United States, Asia, Latin America, Europe and the Middle East. For more information, visit www.metlife.com.

Conference Call

MetLife will hold its combined fourth quarter and full year 2025 earnings and outlook conference call on Thursday, February 5, 2026, from 9-10 a.m. (ET). The conference call will be available live via the internet. To listen to the conference call, click the following link to register (https://events.q4inc.com/attendee/951205562).

The conference call will be available for replay via telephone and the internet beginning at 11:00 a.m. (ET) on Thursday, February 5, 2026, until Thursday, February 12, 2026, at 11:59 p.m. (ET). To listen to a replay of the conference call via telephone, dial 800-770-2030 (U.S.) or 647-362-9199 (outside the U.S.). The Conference ID for the replay is 11336 followed by the # key. To access the replay of the conference call via the internet, visit the MetLife Investor Relations webpage (https://investor.metlife.com).

Non-GAAP and Other Financial Disclosures

Any references in this news release (except in this section and the tables that accompany this release) to:

Should be read as, respectively:

(i)

net income (loss)

(i)

net income (loss) available to MetLife, Inc.’s common shareholders

(ii)

net income (loss) per share

(ii)

net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share

(iii)

adjusted earnings

(iii)

adjusted earnings available to common shareholders

(iv)

adjusted earnings per share

(iv)

adjusted earnings available to common shareholders per diluted common share

(v)

book value per share

(v)

book value per common share

(vi)

adjusted book value per share

(vi)

adjusted book value per common share

(vii)

return on equity

(vii)

return on MetLife, Inc.’s common stockholders’ equity

(viii)

adjusted return on equity

(viii)

adjusted return on MetLife, Inc.’s common stockholders’ equity

In this news release, MetLife presents certain measures of its performance on a consolidated and segment basis that are not calculated in accordance with accounting principles generally accepted in the United States of America (GAAP). MetLife believes that these non-GAAP financial measures enhance our investors’ understanding of MetLife’s performance by highlighting the results of operations and the underlying profitability drivers of the business. Segment-specific financial measures are calculated using only the portion of consolidated results attributable to that specific segment.

The following non-GAAP financial measures should not be viewed as substitutes for the most directly comparable financial measures calculated in accordance with GAAP:

Non-GAAP financial measures:

Comparable GAAP financial measures:

(i)

total adjusted revenues

(i)

total revenues

(ii)

total adjusted expenses

(ii)

total expenses

(iii)

adjusted premiums, fees and other revenues

(iii)

premiums, fees and other revenues

(iv)

adjusted premiums, fees and other revenues, excluding PRT

(iv)

premiums, fees and other revenues

(v)

adjusted net investment income

(v)

net investment income

(vi)

adjusted earnings available to common shareholders

(vi)

net income (loss) available to MetLife, Inc.’s common shareholders

(vii)

adjusted earnings available to common shareholders, excluding total notable items

(vii)

net income (loss) available to MetLife, Inc.’s common shareholders

(viii)

adjusted earnings available to common shareholders per diluted common share

(viii)

net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share

(ix)

adjusted earnings available to common shareholders, excluding total notable items, per diluted common share

(ix)

net income (loss) available to MetLife, Inc.’s common shareholders per diluted common share

(x)

adjusted return on equity

(x)

return on equity

(xi)

adjusted return on equity, excluding total notable items

(xi)

return on equity

(xii)

investment portfolio gains (losses)

(xii)

net investment gains (losses)

(xiii)

derivative gains (losses)

(xiii)

net derivative gains (losses)

(xiv)

adjusted capitalization of deferred policy acquisition costs (DAC)

(xiv)

capitalization of DAC

(xv)

total MetLife, Inc.’s adjusted common stockholders’ equity

(xv)

total MetLife, Inc.’s stockholders’ equity

(xvi)

total MetLife, Inc.’s adjusted common stockholders’ equity, excluding total notable items

(xvi)

total MetLife, Inc.’s stockholders’ equity

(xvii)

adjusted book value per common share

(xvii)

book value per common share

(xviii)

adjusted other expenses

(xviii)

other expenses

(xix)

adjusted other expenses, net of adjusted capitalization of DAC

(xix)

other expenses, net of capitalization of DAC

(xx)

adjusted other expenses, net of adjusted capitalization of DAC, excluding total notable items related to adjusted other expenses

(xx)

other expenses, net of capitalization of DAC

(xxi)

adjusted expense ratio

(xxi)

expense ratio

(xxii)

adjusted expense ratio, excluding total notable items related to adjusted other expenses and PRT

(xxii)

expense ratio

(xxiii)

direct expenses

(xxiii)

other expenses

(xxiv)

direct expenses, excluding total notable items related to direct expenses

(xxiv)

other expenses

(xxv)

direct expense ratio

(xxv)

expense ratio

(xxvi)

direct expense ratio, excluding total notable items related to direct expenses and PRT

(xxvi)

expense ratio

(xxvii)

future policy benefits at original discount rate

(xxvii)

future policy benefits at balance sheet discount rate

(xxviii)

free cash flow of all holding companies

(xxviii)

MetLife, Inc. (parent company only) net cash provided by (used in) operating activities

Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are not accessible on a forward-looking basis because we believe it is not possible without unreasonable effort to provide other than a range of net investment gains and losses and net derivative gains and losses, which can fluctuate significantly within or outside the range and from period to period and may have a material impact on net income.

Any of these financial measures shown on a constant currency basis reflect the impact of changes in foreign currency exchange rates and are calculated using the average foreign currency exchange rates for the current period and applied to the comparable prior period (“constant currency basis”).

Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in this earnings news release and in this period’s quarterly financial supplement, which is available at MetLife’s Investor Relations webpage (https://investor.metlife.com).

MetLife’s definitions of non-GAAP and other financial measures discussed in this news release may differ from those used by other companies:

Adjusted earnings and related measures

adjusted earnings;

adjusted earnings available to common shareholders;

adjusted earnings available to common shareholders, on a constant currency basis;

adjusted earnings available to common shareholders, excluding total notable items;

adjusted earnings available to common shareholders, excluding total notable items, on a constant currency basis;

adjusted earnings available to common shareholders per diluted common share;

adjusted earnings available to common shareholders, on a constant currency basis per diluted common share;

adjusted earnings available to common shareholders, excluding total notable items per diluted common share; and

adjusted earnings available to common shareholders, excluding total notable items, on a constant currency basis per diluted common share.

Adjusted earnings is used by MetLife’s chief operating decision maker, its chief executive officer, to evaluate performance and allocate resources. Consistent with GAAP guidance for segment reporting, adjusted earnings is MetLife’s GAAP measure of segment performance. Adjusted earnings and related measures based on adjusted earnings are also the measures by which senior management’s and many other employees’ performance is evaluated for the purposes of determining their compensation under applicable compensation plans. Adjusted earnings and related measures based on adjusted earnings allow analysis of MetLife’s performance relative to its business plan and facilitate comparisons to industry results.

Adjusted earnings is defined as adjusted revenues less adjusted expenses, net of income tax. Adjusted earnings available to common shareholders is defined as adjusted earnings less preferred stock dividends.

Adjusted earnings, along with the related adjusted revenues, adjusted expenses and adjusted premiums, fees and other revenues, focus on our primary businesses principally by excluding the impact of (i) market volatility which could distort trends, (ii) asymmetrical and non-economic accounting, (iii) revenues and costs related to divested businesses, and (iv) other adjustments. Also, adjusted earnings and related measures exclude results of discontinued operations under GAAP.

Market volatility can have a significant impact on MetLife’s financial results. Adjusted earnings excludes net investment gains (losses), net derivative gains (losses), market risk benefit remeasurement gains (losses) and goodwill impairments. Further, net investment income is adjusted to exclude similar items relating to joint ventures accounted for under the equity method (“Joint venture adjustments”), and policyholder benefits and claims exclude (i) changes in the discount rate on certain annuitization guarantees accounted for as additional liabilities and (ii) market value adjustments.

Asymmetrical and non-economic accounting adjustments are made in calculating adjusted earnings:

Universal life and investment-type product policy fees exclude asymmetrical accounting associated with in-force reinsurance.

Net investment income includes earned income on derivatives and amortization of premium on derivatives that are hedges of investments or that are used to replicate certain investments, but do not qualify for hedge accounting treatment (“Investment hedge adjustments”).

Other revenues include settlements of foreign currency earnings hedges and exclude asymmetrical accounting associated with in-force reinsurance.

Policyholder benefits and claims excludes (i) inflation-indexed benefit adjustments associated with contracts backed by inflation-indexed investments, (ii) asymmetrical accounting associated with in-force reinsurance, and (iii) non-economic losses incurred at contract inception for certain single premium annuity business. These losses are amortized into adjusted earnings within policyholder benefits and claims over the estimated lives of the contracts.

Policyholder liability remeasurement gains (losses) excludes asymmetrical accounting associated with in-force reinsurance.

Interest credited to policyholder account balances excludes amounts associated with periodic crediting rate adjustments based on the total return of a contractually referenced pool of assets and other pass-through adjustments and asymmetrical accounting associated with in-force reinsurance.

“Divested businesses” are those that have been or will be sold or exited by MetLife but do not meet the discontinued operations criteria under GAAP. Divested businesses also include the net impact of transactions with exited businesses that have been eliminated in consolidation under GAAP and costs relating to businesses that have been or will be sold or exited by MetLife that do not meet the criteria to be included in results of discontinued operations under GAAP.

Other adjustments are made in calculating adjusted earnings:

Beginning in the fourth quarter of 2025, net investment income excludes depreciation of wholly-owned real estate and real estate joint ventures.

Net investment income and interest credited to policyholder account balances exclude certain amounts related to contractholder-directed equity securities (“Unit-linked contract income” and “Unit-linked contract costs”).

Net investment income and other expenses exclude Reinsurance activity (as defined below).

Net investment income and interest expense on debt exclude amounts related to collateralized financing entities that are consolidated variable interest entities.

Other revenues include fee revenue on synthetic guaranteed interest contracts (“GICs”) accounted for as freestanding derivatives.

Other expenses exclude (i) amortization and impairment of asset management intangible assets, (ii) implementation of new insurance regulatory requirements and other costs, and (iii) acquisition, integration and other related costs. Other expenses include (i) deductions for net income attributable to noncontrolling interests and redeemable noncontrolling interests, and (ii) benefits accrued on synthetic GICs accounted for as freestanding derivatives.

“Reinsurance activity” relates to amounts subject to ceded reinsurance arrangements with third parties and joint ventures, including (i) the related investment returns and expenses which are passed through to the reinsurers and (ii) the corresponding invested assets and cash and cash equivalents.

Adjusted earnings also excludes the recognition of certain contingent assets and liabilities that could not be recognized at acquisition or adjusted for during the measurement period under GAAP business combination accounting guidance.

The tax impact of the adjustments mentioned above are calculated net of the U.S. or foreign statutory tax rate, which could differ from MetLife’s effective tax rate. Additionally, the provision for income tax (expense) benefit also includes the impact related to the timing of certain tax credits, as well as certain tax reforms.

In addition, adjusted earnings available to common shareholders excludes the impact of preferred stock redemption premium, which is reported as a reduction to net income (loss) available to MetLife, Inc.’s common shareholders.

Investment portfolio gains (losses) and derivative gains (losses)

These are measures of investment and hedging activity. Investment portfolio gains (losses) principally excludes amounts that are reported within net investment gains (losses) but do not relate to the performance of the investment portfolio, such as gains (losses) on sales and divestitures of businesses, as well as investment portfolio gains (losses) of divested businesses. Derivative gains (losses) principally excludes earned income on derivatives and amortization of premium on derivatives, where such derivatives are either hedges of investments or are used to replicate certain investments, and where such derivatives do not qualify for hedge accounting. This earned income and amortization of premium is reported within adjusted earnings and not within derivative gains (losses).

Return on equity and related measures

Total MetLife, Inc.’s adjusted common stockholders’ equity: total MetLife, Inc.’s common stockholders’ equity, excluding unrealized investment gains (losses), net of related offsets, deferred gains (losses) on derivatives, future policy benefits discount rate remeasurement gains (losses), market risk benefits instrument-specific credit risk remeasurement gains (losses) and defined benefit plans adjustment components of accumulated other comprehensive income (loss) (“AOCI”) and the estimated fair value of certain ceded reinsurance-related embedded derivatives, all net of income tax.

Total MetLife, Inc.’s adjusted common stockholders’ equity, excluding total notable items: total MetLife, Inc.’s common stockholders’ equity, excluding unrealized investment gains (losses), net of related offsets, deferred gains (losses) on derivatives, future policy benefits discount rate remeasurement gains (losses), market risk benefits instrument-specific credit risk remeasurement gains (losses) and defined benefit plans adjustment components of AOCI, the estimated fair value of certain ceded reinsurance-related embedded derivatives and total notable items, all net of income tax.

Return on MetLife, Inc.’s common stockholders’ equity: net income (loss) available to MetLife, Inc.’s common shareholders divided by MetLife, Inc.’s average common stockholders’ equity.

Adjusted return on MetLife, Inc.’s common stockholders’ equity: adjusted earnings available to common shareholders divided by MetLife, Inc.’s average adjusted common stockholders’ equity.

Adjusted return on MetLife, Inc.’s common stockholders’ equity, excluding total notable items: adjusted earnings available to common shareholders, excluding total notable items, divided by MetLife, Inc.’s average adjusted common stockholders’ equity, excluding total notable items.

The above measures represent a level of equity that excludes most components of AOCI, such as unrealized investment gains (losses), net of related offsets, and future policy benefits discount rate remeasurement gains (losses), as well as the impact of certain ceded reinsurance-related embedded derivatives, as these amounts are primarily driven by market volatility.

Expense ratio, direct expense ratio, adjusted expense ratio and related measures

Expense ratio: other expenses, net of capitalization of DAC, divided by premiums, fees and other revenues.

Direct expense ratio: direct expenses divided by adjusted premiums, fees and other revenues. Direct expenses are comprised of employee-related costs, third-party staffing costs, and general and administrative expenses.

Direct expense ratio, excluding total notable items related to direct expenses and PRT: direct expenses, excluding total notable items related to direct expenses, divided by adjusted premiums, fees and other revenues, excluding PRT.

Adjusted expense ratio: adjusted other expenses, net of adjusted capitalization of DAC, divided by adjusted premiums, fees and other revenues.

Adjusted expense ratio, excluding total notable items related to adjusted other expenses and PRT: adjusted other expenses, net of adjusted capitalization of DAC, excluding total notable items related to adjusted other expenses, divided by adjusted premiums, fees and other revenues, excluding PRT.

Assets Under Management (“AUM”):

Total Assets Under Management (“Total AUM”) is comprised of MIM GA AUM plus Institutional Client AUM (each, as defined below).

MIM General Account AUM (“MIM GA AUM”) is used by MetLife to describe the portion of GA AUM (as defined below) that MetLife Investment Management, LLC and certain of its affiliates (“MIM”) manages or advises.

General Account AUM (“GA AUM”) is used by MetLife to describe assets in its general account (“GA”) investment portfolio. GA AUM is stated at estimated fair value and is comprised of GA total investments, the portion of the GA investment portfolio classified within assets held-for-sale, cash and cash equivalents, and accrued investment income on such assets, and excludes policy loans, certain contractholder-directed equity securities, fair value option securities, mortgage loans originated for third parties, assets subject to ceded reinsurance arrangements with third parties and joint ventures, and certain other invested assets. Mortgage loans and real estate and real estate joint ventures included in GA AUM (at net asset value, net of deduction for encumbering debt) have been adjusted from carrying value to estimated fair value. Classification of GA AUM by sector is based on the nature and characteristics of the underlying investments which can vary from how they are classified under GAAP. Accordingly, the underlying investments within certain real estate and real estate joint ventures that are primarily commercial mortgage loans (at net asset value, net of deduction for encumbering debt) have been reclassified to exclude them from real estate and real estate joint ventures and include them as commercial mortgage loans.

Institutional Client AUM is comprised of SA AUM plus Reinsurance AUM plus TP AUM (each, as defined below). MIM manages or advises Institutional Client AUM in accordance with client guidelines contained in each investment advisory agreement.

Separate Account AUM (“SA AUM”) is comprised of separate account investment portfolios, which are managed or advised by MIM and included in MetLife, Inc.’s consolidated financial statements at estimated fair value, as well as accrued investment income on such assets.

Reinsurance AUM is comprised of GA assets subject to ceded reinsurance arrangements with third parties and joint ventures, which are managed or advised by MIM and are generally included in MetLife, Inc.’s consolidated financial statements at estimated fair value, as well as accrued investment income on such assets.

Third-Party AUM (“TP AUM”) is comprised of non-proprietary assets managed or advised by MIM on behalf of unaffiliated/third-party clients, which are stated at estimated fair value, as well as accrued investment income on such assets. Such non-proprietary assets are owned by unaffiliated/third-party clients and, accordingly, are generally not included in MetLife, Inc.’s consolidated financial statements.

Asia General Account AUM (“Asia GA AUM”) is used by MetLife to describe assets in its Asia GA investment portfolio. Asia GA AUM is stated at estimated fair value and is comprised of Asia GA total investments, the portion of the Asia GA investment portfolio classified within assets held-for-sale, cash and cash equivalents, and accrued investment income on such assets, and excludes policy loans, certain contractholder-directed equity securities, fair value option securities, mortgage loans originated for third parties, assets subject to ceded reinsurance arrangements with third parties and joint ventures, and certain other invested assets. Mortgage loans and real estate and real estate joint ventures included in Asia GA AUM (at net asset value, net of deduction for encumbering debt) have been adjusted from carrying value to estimated fair value. At the segment level, intersegment balances (intercompany activity, primarily related to investments in subsidiaries, that eliminate at the MetLife consolidated level) are excluded from Asia GA AUM.
Asia GA AUM (at amortized cost) excludes the following adjustments: (i) unrealized gain (loss) on investments carried at estimated fair value and (ii) adjustments from carrying value to estimated fair value on mortgage loans and real estate and real estate joint ventures. Asia GA AUM (at amortized cost) is presented net of related allowance for credit loss.

Other items

The following additional information is relevant to an understanding of MetLife’s performance:

Statistical sales information:

Group Benefits: calculated using 10% of single premium deposits and 100% of annualized full-year premiums and fees from recurring premium policy sales of all products.

RIS: calculated using 10% of single premium contracts, on and off-balance sheet deposits, and the contract value for new U.K. longevity reinsurance contracts, and 100% of annualized full-year premiums and fees only from recurring premium policy sales of specialized benefit resources and corporate-owned life insurance.

Asia, Latin America and EMEA: calculated using 10% of single premium deposits (mainly from retirement products such as variable annuity, fixed annuity and pensions), 20% of single premium deposits from credit insurance and 100% of annualized full-year premiums and fees from recurring-premium policy sales of all products (mainly from risk and protection products such as individual life, accident & health and group).

Sales statistics do not correspond to revenues under GAAP, but are used as relevant measures of business activity.

Volume growth, where cited, represents the change in certain measures of our segment results, including adjusted earnings, attributable to business growth, applying a model in which certain margins and factors are held constant, the most significant of which are underwriting margins, investment margins, changes in equity market performance, expense margins and the impact of changes in foreign currency exchange rates.

PRT includes U.K. funded reinsurance.

Institutional net flows reflect Institutional Client AUM total fund additions less withdrawals.

“Third-party mortgage loan activity” relates to amounts associated with mortgage loans originated and acquired for third parties, including (i) the related investment returns and expenses which are passed through to the third-party lenders and (ii) the corresponding mortgage loan assets.

We refer to observable forward yield curves as of a particular date in connection with making our estimates for future results. The observable forward yield curves at a given time are based on implied future interest rates along a range of interest rate durations. This includes the 10-year U.S. Treasury rate which we use as a benchmark rate to describe longer-term interest rates used in our estimates for future results.

Notable items reflect the unexpected impact of events that affect MetLife’s results, but that were unknown and that MetLife could not anticipate when it devised its business plan. Notable items also include certain items regardless of the extent anticipated in the business plan, to help investors have a better understanding of MetLife’s results and to evaluate and forecast those results. Notable items represent a positive (negative) impact to adjusted earnings available to common shareholders.

Holding company cash and liquid assets are held by MetLife, Inc. collectively with other MetLife holding companies and include cash and cash equivalents, short-term investments and publicly traded securities excluding assets that are pledged or otherwise committed. Assets pledged or otherwise committed include amounts received in connection with securities lending, repurchase agreements, derivatives, regulatory deposits, the collateral financing arrangement, funding agreements and secured borrowings, as well as amounts held in the closed block.

MetLife uses a measure of free cash flow to facilitate an understanding of its ability to generate cash for reinvestment into its businesses or use in non-mandatory capital actions. MetLife defines free cash flow as the sum of cash available at MetLife’s holding companies from dividends from operating subsidiaries, expenses and other net flows of the holding companies (including capital contributions to subsidiaries), and net contributions from debt to be at or below target leverage ratios. This measure of free cash flow is prior to capital actions, such as common stock dividends and repurchases, debt reduction and mergers and acquisitions. Free cash flow should not be viewed as a substitute for net cash provided by (used in) operating activities calculated in accordance with GAAP. The free cash flow ratio is typically expressed as a percentage of annual adjusted earnings available to common shareholders.

Forward-Looking Statements

This news release may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events and do not relate strictly to historical or current facts. They use words and terms such as “anticipate,” “are confident,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “if,” “intend,” “likely,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would,” and other words and terms of similar meaning or that are otherwise tied to future periods or future performance, in each case in all derivative forms. They include statements relating to strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. By their nature, forward-looking statements: speak only as of the date they are made; are not statements of historical fact or guarantees of future performance; and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

Many factors determine the results of MetLife, Inc., its subsidiaries and affiliates, and they involve unpredictable risks and uncertainties. Our forward-looking statements depend on our assumptions, our expectations, and our understanding of the economic environment, but they may be inaccurate and may change. MetLife, Inc. does not guarantee any future performance. Our results could differ materially from those MetLife, Inc. expresses or implies in forward-looking statements. The risks, uncertainties and other factors identified in MetLife, Inc.’s filings with the U.S. Securities and Exchange Commission, and others, may cause such differences. These factors include:

(1)

economic condition difficulties, including risks relating to interest rates, the effects of announced or future tariff increases on the global economy, credit spreads, declining equity or debt markets, changes in the value of assets under management, real estate, obligors and counterparties, government default or shutdown, currency exchange rates, derivatives, climate change, public health, terrorism and security;

(2)

global capital and credit market adversity;

(3)

credit facility inaccessibility;

(4)

financial strength or credit ratings downgrades;

(5)

unavailability, unaffordability, or inadequate reinsurance, including reinsurance risks that arise from reinsurers’ credit risk, and the potential shortfall or failure of risk mitigants to protect against such risks;

(6)

statutory life insurance reserve financing costs or limited market capacity;

(7)

legal, regulatory, and supervisory and enforcement policy changes;

(8)

changes in tax rates, tax laws or interpretations;

(9)

litigation and regulatory investigations;

(10)

unsuccessful efforts to meet all sustainability standards or to enhance our sustainability;

(11)

MetLife, Inc.’s inability to pay dividends and repurchase common stock;

(12)

MetLife, Inc.’s subsidiaries’ inability to pay dividends to MetLife, Inc.;

(13)

investment defaults, downgrades, or volatility;

(14)

investment sales or lending difficulties;

(15)

collateral or derivative-related payments;

(16)

investment valuations, allowances, or impairments changes;

(17)

claims or other results that differ from our estimates, assumptions, or models;

(18)

global political, legal, or operational risks;

(19)

business competition;

(20)

technological changes;

(21)

catastrophes;

(22)

climate changes or responses to it;

(23)

deficiencies in our closed block;

(24)

goodwill or other asset impairment, or deferred income tax asset allowance;

(25)

impairment of VOBA, value of distribution agreements acquired or value of customer relationships acquired;

(26)

product guarantee volatility, costs, and counterparty risks;

(27)

risk management failures;

(28)

insufficient protection from operational risks;

(29)

failure to protect confidentiality, integrity or availability of systems or data or other cybersecurity or disaster recovery failures;

(30)

accounting standards changes;

(31)

excessive risk-taking;

(32)

marketing and distribution difficulties;

(33)

pension and other postretirement benefit assumption changes;

(34)

inability to protect our intellectual property or avoid infringement claims;

(35)

acquisition, integration, growth, disposition, or reorganization difficulties;

(36)

Brighthouse Financial, Inc. separation risks;

(37)

MetLife, Inc.’s Board of Directors influence over the outcome of stockholder votes through the voting provisions of the MetLife Policyholder Trust; and

(38)

legal- and corporate governance-related effects on business combinations.

MetLife, Inc. does not undertake any obligation to publicly correct or update any forward-looking statement if MetLife, Inc. later becomes aware that such statement is not likely to be achieved. Please consult any further disclosures MetLife, Inc. makes on related subjects in subsequent reports to the U.S. Securities and Exchange Commission.

MetLife, Inc.

GAAP Consolidated Statements of Operations

(In millions)

For the Three Months Ended

For the Year Ended

December 31,

December 31,

2025

2024

2025

2024

Revenues

Premiums

$

16,691

$

12,617

$

49,779

$

44,945

Universal life and investment-type product policy fees

1,268

1,217

5,003

4,974

Net investment income

5,924

5,405

22,559

21,273

Other revenues

737

641

2,827

2,601

Net investment gains (losses)

(160

)

(311

)

(1,145

)

(1,184

)

Net derivative gains (losses)

(646

)

(903

)

(1,939

)

(1,623

)

Total revenues

23,814

18,666

77,084

70,986

Expenses

Policyholder benefits and claims

16,776

12,572

49,718

44,728

Policyholder liability remeasurement (gains) losses

35

(42

)

(150

)

(206

)

Market risk benefit remeasurement (gains) losses

(267

)

(764

)

(508

)

(1,109

)

Interest credited to policyholder account balances

2,342

2,012

8,950

8,339

Policyholder dividends

129

150

553

595

Amortization of DAC, VOBA and negative VOBA

545

517

2,114

2,021

Interest expense on debt

263

259

1,061

1,037

Other expenses, net of capitalization of DAC

2,874

2,581

10,685

9,959

Total expenses

22,697

17,285

72,423

65,364

Income (loss) before provision for income tax

1,117

1,381

4,661

5,622

Provision for income tax expense (benefit)

301

106

1,258

1,178

Net income (loss)

816

1,275

3,403

4,444

Less: Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests

7

4

24

18

Net income (loss) attributable to MetLife, Inc.

809

1,271

3,379

4,426

Less: Preferred stock dividends

31

32

194

200

Preferred stock redemption premium

—

—

12

—

Net income (loss) available to MetLife, Inc.’s common shareholders

$

778

$

1,239

$

3,173

$

4,226

See footnotes on last page.

MetLife, Inc.

(In millions, except per share data)

For the Three Months Ended

For the Year Ended

December 31,

December 31,

2025

2024

2025

2024

Reconciliation to Adjusted Earnings Available to Common Shareholders

Earnings Per

Weighted

Average

Common Share

Diluted (1)

Earnings Per

Weighted

Average

Common Share

Diluted (1)

Earnings Per

Weighted

Average

Common Share

Diluted (1)

Earnings Per

Weighted

Average

Common Share

Diluted (1)

Net income (loss) available to MetLife, Inc.’s common shareholders

$

778

$

1.17

$

1,239

$

1.78

$

3,173

$

4.71

$

4,226

$

5.94

Adjustments from net income (loss) available to common shareholders to adjusted earnings available to common shareholders:

Less: Net investment gains (losses)

(160

)

(0.24

)

(311

)

(0.45

)

(1,145

)

(1.70

)

(1,184

)

(1.67

)

Net derivative gains (losses)

(646

)

(0.98

)

(903

)

(1.29

)

(1,939

)

(2.88

)

(1,623

)

(2.28

)

Market risk benefit remeasurement gains (losses)

267

0.40

764

1.09

508

0.75

1,109

1.56

Goodwill impairment

—

—

—

—

—

—

—

—

Other adjustments to net income (loss)

(514

)

(0.78

)

(118

)

(0.15

)

(789

)

(1.17

)

(541

)

(0.76

)

Provision for income tax (expense) benefit

190

0.29

352

0.50

631

0.94

687

0.97

Add: Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests

7

0.01

4

0.01

24

0.04

18

0.03

Preferred stock redemption premium

—

—

—

—

12

0.02

—

—

Adjusted earnings available to common shareholders

1,648

2.49

1,459

2.09

5,943

8.83

5,796

8.15

Less: Total notable items

(61

)

(0.09

)

10

0.01

(43

)

(0.06

)

26

0.04

Adjusted earnings available to common shareholders, excluding total notable items

$

1,709

$

2.58

$

1,449

$

2.08

$

5,986

$

8.89

$

5,770

$

8.11

Adjusted earnings available to common shareholders on a constant currency basis

$

1,648

$

2.49

$

1,473

$

2.11

$

5,943

$

8.83

$

5,742

$

8.07

Adjusted earnings available to common shareholders, excluding total notable items, on a constant currency basis

$

1,709

$

2.58

$

1,463

$

2.10

$

5,986

$

8.89

$

5,716

$

8.04

Weighted average common shares outstanding – diluted

662.2

697.9

673.3

711.1

See footnotes on last page.

MetLife, Inc.

(In millions)

For the Three Months Ended

For the Year Ended

December 31,

December 31,

2025

2024

2025

2024

Premiums, Fees and Other Revenues

Premiums, fees and other revenues

$

18,696

$

14,475

$

57,609

$

52,520

Less: Adjustments to premiums, fees and other revenues:

Asymmetrical and non-economic accounting

100

34

256

158

Other

(17

)

(11

)

(63

)

(48

)

Divested businesses

(1

)

15

8

31

Adjusted premiums, fees and other revenues

$

18,614

$

14,437

$

57,408

$

52,379

Adjusted premiums, fees and other revenues, on a constant currency basis

$

18,614

$

14,545

$

57,408

$

52,178

Less: PRT

5,775

2,593

7,569

4,849

Adjusted premiums, fees and other revenues, excluding PRT, on a constant currency basis

$

12,839

$

11,952

$

49,839

$

47,329

Net Investment Income

Net investment income

$

5,924

$

5,405

$

22,559

$

21,273

Less: Adjustments to net investment income:

Investment hedge adjustments

(105

)

(127

)

(410

)

(604

)

Depreciation of wholly-owned real estate and real estate joint ventures

(72

)

(72

)

Joint venture adjustments

(64

)

16

(98

)

82

Unit-linked contract income

366

183

1,217

1,091

Reinsurance activity

222

31

489

31

Divested businesses

—

1

1

1

Adjusted net investment income

$

5,577

$

5,301

$

21,432

$

20,672

Revenues and Expenses

Total revenues

$

23,814

$

18,666

$

77,084

$

70,986

Less: Adjustments to total revenues:

Net investment gains (losses)

(160

)

(311

)

(1,145

)

(1,184

)

Net derivative gains (losses)

(646

)

(903

)

(1,939

)

(1,623

)

Investment hedge adjustments

(105

)

(127

)

(410

)

(604

)

Depreciation of wholly-owned real estate and real estate joint ventures

(72

)

(72

)

Asymmetrical and non-economic accounting, excluding Investment hedge adjustments

100

34

256

158

Unit-linked contract costs

366

183

1,217

1,091

Reinsurance activity

222

31

489

31

Other

(81

)

5

(161

)

34

Divested businesses

(1

)

16

9

32

Total adjusted revenues

$

24,191

$

19,738

$

78,840

$

73,051

Total expenses

$

22,697

$

17,285

$

72,423

$

65,364

Less: Adjustments to total expenses:

Market risk benefit remeasurement (gains) losses

(267

)

(764

)

(508

)

(1,109

)

Goodwill impairment

—

—

—

—

Asymmetrical and non-economic accounting

458

46

646

322

Market volatility

(76

)

(49

)

(209

)

(256

)

Unit-linked contract costs

366

185

1,196

1,081

Reinsurance activity

166

30

388

30

Other

15

25

57

49

Divested businesses

14

23

39

57

Total adjusted expenses

$

22,021

$

17,789

$

70,814

$

65,190

See footnotes on last page.

MetLife, Inc.

(In millions, except per share and ratio data)

For the Three Months Ended

For the Year Ended

December 31,

December 31,

2025

2024

2025

2024

Expense Detail and Ratios

Reconciliation of Capitalization of DAC to Adjusted Capitalization of DAC

Capitalization of DAC

$

(882

)

$

(719

)

$

(3,219

)

$

(2,833

)

Less: Divested businesses

—

—

—

—

Adjusted capitalization of DAC

$

(882

)

$

(719

)

$

(3,219

)

$

(2,833

)

Reconciliation of Other Expenses to Adjusted Other Expenses

Other expenses

$

3,756

$

3,300

$

13,904

$

12,792

Less: Reinsurance activity

166

30

388

30

Less: Other adjustments, excluding reinsurance activity

15

25

57

49

Less: Divested businesses

12

13

36

38

Adjusted other expenses

$

3,563

$

3,232

$

13,423

$

12,675

Other Detail and Ratios

Other expenses, net of capitalization of DAC

$

2,874

$

2,581

$

10,685

$

9,959

Premiums, fees and other revenues

$

18,696

$

14,475

$

57,609

$

52,520

Expense ratio

15.4

%

17.8

%

18.5

%

19.0

%

Direct expenses

$

1,528

$

1,396

$

5,875

$

5,611

Less: Total notable items related to direct expenses

40

(152

)

40

(152

)

Direct expenses, excluding total notable items related to direct expenses

$

1,488

$

1,548

$

5,835

$

5,763

Adjusted other expenses

$

3,563

$

3,232

$

13,423

$

12,675

Adjusted capitalization of DAC

(882

)

(719

)

(3,219

)

(2,833

)

Adjusted other expenses, net of adjusted capitalization of DAC

2,681

2,513

10,204

9,842

Less: Total notable items related to adjusted other expenses

81

(85

)

183

(85

)

Adjusted other expenses, net of adjusted capitalization of DAC, excluding total notable items related to adjusted other expenses

$

2,600

$

2,598

$

10,021

$

9,927

Adjusted premiums, fees and other revenues

$

18,614

$

14,437

$

57,408

$

52,379

Less: PRT

5,775

2,593

7,569

4,849

Adjusted premiums, fees and other revenues, excluding PRT

$

12,839

$

11,844

$

49,839

$

47,530

Direct expense ratio

8.2

%

9.7

%

10.2

%

10.7

%

Direct expense ratio, excluding total notable items related to direct expenses and PRT

11.6

%

13.1

%

11.7

%

12.1

%

Adjusted expense ratio

14.4

%

17.4

%

17.8

%

18.8

%

Adjusted expense ratio, excluding total notable items related to adjusted other expenses and PRT

20.3

%

21.9

%

20.1

%

20.9

%

See footnotes on last page.

MetLife, Inc.

(In millions, except per share data)

December 31,

Equity Details

2025

2024

Total MetLife, Inc.’s stockholders’ equity

$

28,398

$

27,445

Less: Preferred stock

2,830

3,818

MetLife, Inc.’s common stockholders’ equity

25,568

23,627

Less: Unrealized investment gains (losses), net of related offsets and income tax

(15,614

)

(19,402

)

Deferred gains (losses) on derivatives, net of income tax

(1,588

)

370

Future policy benefits discount rate remeasurement gain (losses), net of income tax

6,871

6,529

Market risk benefits instrument-specific credit risk remeasurement gains (losses), net of income tax

(97

)

(71

)

Defined benefit plans adjustment, net of income tax

(1,393

)

(1,442

)

Estimated fair value of certain ceded reinsurance-related embedded derivatives, net of income tax

(8

)

(129

)

Total MetLife, Inc.’s adjusted common stockholders’ equity

37,397

37,772

Less: Accumulated year-to-date total notable items, net of income tax

(43

)

26

Total MetLife, Inc.’s adjusted common stockholders’ equity, excluding total notable items

$

37,440

$

37,746

December 31,

Book Value (2)

2025

2024

Book value per common share

39.02

34.28

Less: Unrealized investment gains (losses), net of related offsets and income tax

(23.83

)

(28.15

)

Deferred gains (losses) on derivatives, net of income tax

(2.42

)

0.54

Future policy benefits discount rate remeasurement gain (losses), net of income tax

10.49

9.46

Market risk benefits instrument-specific credit risk remeasurement gains (losses), net of income tax

(0.15

)

(0.10

)

Defined benefit plans adjustment, net of income tax

(2.13

)

(2.09

)

Estimated fair value of certain ceded reinsurance-related embedded derivatives, net of income tax

(0.01

)

(0.19

)

Adjusted book value per common share

$

57.07

$

54.81

Common shares outstanding, end of period (3)

655.3

689.2

For the Three Months Ended

For the Year Ended

December 31, (4)

December 31,

Return on Equity

2025

2024

2025

2024

Return on MetLife, Inc.’s:

Common stockholders’ equity

12.0

%

19.6

%

12.9

%

16.9

%

Adjusted return on MetLife, Inc.’s:

Adjusted common stockholders’ equity

17.6

%

15.4

%

15.9

%

15.2

%

Adjusted common stockholders’ equity, excluding total notable items

18.3

%

15.3

%

16.0

%

15.2

%

For the Three Months Ended

For the Year Ended

December 31,

December 31,

Average Common Stockholders’ Equity

2025

2024

2025

2024

Average common stockholders’ equity

$

25,841

$

25,347

$

24,570

$

25,008

Average adjusted common stockholders’ equity

$

37,385

$

37,867

$

37,415

$

38,084

Average adjusted common stockholders’ equity, excluding total notable items

$

37,398

$

37,846

$

37,420

$

38,076

See footnotes on last page.

MetLife, Inc.

Adjusted Earnings Available to Common Shareholders

(In millions)

For the Three Months Ended

For the Year Ended

December 31,

December 31,

2025

2024

2025

2024

Group Benefits (5):

Adjusted earnings available to common shareholders

$

465

$

416

$

1,692

$

1,606

Less: Total notable items

—

—

(2

)

(58

)

Adjusted earnings available to common shareholders, excluding total notable items

$

465

$

416

$

1,694

$

1,664

Adjusted premiums, fees and other revenues

$

6,287

$

6,184

$

25,469

$

24,870

RIS (5):

Adjusted earnings available to common shareholders

$

454

$

386

$

1,671

$

1,667

Less: Total notable items

—

—

13

104

Adjusted earnings available to common shareholders, excluding total notable items

$

454

$

386

$

1,658

$

1,563

Adjusted premiums, fees and other revenues

$

7,209

$

3,620

$

12,262

$

8,594

Less: PRT

5,775

2,593

7,569

4,849

Adjusted premiums, fees and other revenues, excluding PRT

$

1,434

$

1,027

$

4,693

$

3,745

Asia:

Adjusted earnings available to common shareholders

$

444

$

443

$

1,702

$

1,621

Less: Total notable items

—

—

70

(41

)

Adjusted earnings available to common shareholders, excluding total notable items

$

444

$

443

$

1,632

$

1,662

Adjusted earnings available to common shareholders on a constant currency basis

$

444

$

440

$

1,702

$

1,605

Adjusted earnings available to common shareholders, excluding total notable items, on a constant currency basis

$

444

$

440

$

1,632

$

1,646

Adjusted premiums, fees and other revenues

$

1,671

$

1,635

$

6,768

$

6,757

Adjusted premiums, fees and other revenues, on a constant currency basis

$

1,671

$

1,615

$

6,768

$

6,723

Latin America:

Adjusted earnings available to common shareholders

$

198

$

201

$

798

$

881

Less: Total notable items

(29

)

—

(104

)

4

Adjusted earnings available to common shareholders, excluding total notable items

$

227

$

201

$

902

$

877

Adjusted earnings available to common shareholders on a constant currency basis

$

198

$

218

$

798

$

846

Adjusted earnings available to common shareholders, excluding total notable items, on a constant currency basis

$

227

$

218

$

902

$

842

Adjusted premiums, fees and other revenues

$

1,796

$

1,438

$

6,606

$

5,936

Adjusted premiums, fees and other revenues, on a constant currency basis

$

1,796

$

1,545

$

6,606

$

5,751

See footnotes on last page.

MetLife, Inc.

Adjusted Earnings Available to Common Shareholders (Continued)

(In millions)

For the Three Months Ended

For the Year Ended

December 31,

December 31,

2025

2024

2025

2024

EMEA:

Adjusted earnings available to common shareholders

$

97

$

59

$

367

$

283

Less: Total notable items

—

—

(1

)

(5

)

Adjusted earnings available to common shareholders, excluding total notable items

$

97

$

59

$

368

$

288

Adjusted earnings available to common shareholders on a constant currency basis

$

97

$

59

$

367

$

280

Adjusted earnings available to common shareholders, excluding total notable items, on a constant currency basis

$

97

$

59

$

368

$

285

Adjusted premiums, fees and other revenues

$

787

$

652

$

2,901

$

2,548

Adjusted premiums, fees and other revenues, on a constant currency basis

$

787

$

673

$

2,901

$

2,566

MIM (5):

Adjusted earnings available to common shareholders

$

60

$

16

$

200

$

55

Less: Total notable items

—

—

—

—

Adjusted earnings available to common shareholders, excluding total notable items

$

60

$

16

$

200

$

55

Corporate & Other (5):

Adjusted earnings available to common shareholders

$

(70

)

$

(62

)

$

(487

)

$

(317

)

Less: Total notable items

(32

)

10

(19

)

22

Adjusted earnings available to common shareholders, excluding total notable items

$

(38

)

$

(72

)

$

(468

)

$

(339

)

Adjusted premiums, fees and other revenues

$

625

$

727

$

2,470

$

2,956

See footnotes on last page.

MetLife, Inc.

For the Three Months Ended

For the Year Ended

March 31, 2025

June 30, 2025

September 30, 2025

December 31, 2025

December 31, 2025

December 31, 2025

Variable investment income

(post-tax, in millions) (6)

Assets ($ in billions)

Group Benefits

$

3

$

3

$

5

$

13

$

24

$

0.2

RIS

99

60

146

135

440

5.5

Asia

94

64

139

145

442

8.4

Latin America

3

7

2

6

18

0.3

EMEA

—

—

—

1

1

—

MIM

—

—

—

—

—

—

Corporate & Other

59

20

90

93

262

4.5

Total

$

258

$

154

$

382

$

393

$

1,187

$

18.9

See footnotes on last page.

Condensed Reconciliation of Net Cash Provided by Operating Activities of MetLife, Inc.

to Free Cash Flow of All Holding Companies

(In billions, except ratios)

For the Year Ended December 31,

2025

2024

MetLife, Inc. (parent company only) net cash provided by operating activities

$

2.8

$

4.7

Adjustments from net cash provided by operating activities to free cash flow:

Add: Incremental debt to be at or below target leverage ratios

0.4

—

Add: Adjustments from net cash provided by operating activities to free cash flow (7)

0.5

(0.1

)

MetLife, Inc. (parent company only) free cash flow

3.7

4.6

Other MetLife, Inc. holding companies free cash flow (8)

1.2

—

Free cash flow of all holding companies

$

4.9

$

4.6

Ratio of net cash provided by operating activities to consolidated net income (loss) available to MetLife, Inc.’s common shareholders:

MetLife, Inc. (parent company only) net cash provided by operating activities

$

2.8

$

4.7

Consolidated net income (loss) available to MetLife, Inc.’s common shareholders

$

3.2

$

4.2

Ratio of net cash provided by operating activities (parent company only) to consolidated net income (loss) available to MetLife, Inc.’s common shareholders (9)

90

%

112

%

Ratio of free cash flow to adjusted earnings available to common shareholders:

Free cash flow of all holding companies (10)

$

4.9

$

4.6

Consolidated adjusted earnings available to common shareholders (10)

$

5.9

$

5.8

Ratio of free cash flow of all holding companies to consolidated adjusted earnings available to common shareholders (10)

82

%

79

%

See footnotes on last page.

MetLife, Inc.

December 31, 2025

Cash & Capital (11), (12), (13) (in billions)

Holding Companies Cash & Liquid Assets

$

3.6

Footnotes

(1)

Adjusted earnings available to common shareholders, excluding total notable items, per diluted common share is calculated on a standalone basis and may not equal (i) adjusted earnings available to common shareholders per diluted common share, less (ii) total notable items per diluted common share.

(2)

Book values exclude $2,830 million and $3,818 million of equity related to preferred stock at December 31, 2025 and December 31, 2024, respectively.

(3)

There were share repurchases of approximately $0.4 billion and $2.9 billion for the three months and year ended December 31, 2025, respectively. There were share repurchases of approximately $200 million in January 2026.

(4)

Annualized using quarter-to-date results.

(5)

Results on a constant currency basis are not included as constant currency impact is not significant.

(6)

Assumes a 21% tax rate.

(7)

Adjustments include: (i) capital contributions to subsidiaries; (ii) returns of capital from subsidiaries; (iii) repayments (issuances) of loans to subsidiaries, net; and (iv) investment portfolio and derivative changes and other, net.

(8)

Components include: (i) dividends and returns of capital from subsidiaries; (ii) capital contributions to subsidiaries; (iii) repayments (issuances) of loans to subsidiaries, net; (iv) other expenses; (v) dividends and returns of capital to MetLife, Inc. and (vi) investment portfolio and derivative changes and other, net.

(9)

Including the free cash flow of other MetLife, Inc. holding companies of $1.2 billion and $0 for the years ended December 31, 2025 and 2024, respectively, in the numerator of the ratio, this ratio, as adjusted, would be 126% and 112%, respectively.

(10)

i) Consolidated adjusted earnings available to common shareholders for the year ended December 31, 2025, was negatively impacted by notable items, primarily related to tax adjustments of ($0.1) billion, net of income tax, and litigation reserves and settlement costs of ($0.03) billion, net of income tax, offset by actuarial assumption review and other insurance adjustments of $0.09 billion, net of income tax. Excluding these notable items from the denominator of the ratio, the adjusted free cash flow ratio for 2025, would be 82%.

ii) Consolidated adjusted earnings available to common shareholders for the year ended December 31, 2024, was positively impacted by notable items, primarily related to tax adjustments of $0.1 billion, net of income tax, and actuarial assumption review and other insurance adjustments of $0.02 billion, net of income tax, offset by litigation reserves and settlement costs of ($0.05) billion, net of income tax. Excluding these notable items from the denominator of the ratio, the adjusted free cash flow ratio for 2024, would be 79%.

(11)

The 2025 combined U.S. risk based capital (RBC) ratio is estimated to be above MetLife’s 360% target on an NAIC basis. This ratio includes MetLife, Inc.’s principal U.S. insurance subsidiaries, excluding American Life Insurance Company. MetLife calculates RBC annually as of December 31 and, accordingly, the calculation does not reflect conditions and factors occurring after the year end.

(12)

The total U.S. statutory adjusted capital, on a National Association of Insurance Commissioners basis, is expected to be approximately $17.2 billion at December 31, 2025, up 1% from $17.1 billion at September 30, 2025. This balance includes MetLife, Inc.’s principal U.S. insurance subsidiaries, excluding American Life Insurance Company.

(13)

The expected Japan solvency margin ratio at December 31, 2025 is approximately 770%.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260204209757/en/

For Media: Jane Slusark (347) 989-5477, [email protected]

For Investors: John Hall (212) 578-7888, [email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Banking Professional Services Insurance Finance

MEDIA:

Logo

Posted on February 4, 2026 4:29 pm
DHT Holdings, Inc. Fourth Quarter 2025 Results

HAMILTON, BERMUDA, February 4, 2026 – DHT Holdings, Inc. (NYSE:DHT) (“DHT” or the “Company”) today announced its results for the quarter ended December 31, 2025.

The full report is available here and in the below attachment.

About DHT Holdings, Inc.

DHT is an independent crude oil tanker company. Our fleet trades internationally and consists of crude oil tankers in the VLCC segment. We operate through our wholly owned management companies in Monaco, Norway, Singapore, and India. You may recognize us by our renowned business approach as an experienced organization with focus on first rate operations and customer service; our quality ships; our prudent capital structure that promotes staying power through the business cycles; our fleet employment with a combination of market exposure and fixed income contracts; our disciplined capital allocation strategy through cash dividends, investments in vessels, debt prepayments and share buybacks; and our transparent corporate structure maintaining a high level of integrity and corporate governance. For further information please visit www.dhtankers.com.

Forward Looking Statements

This press release contains certain forward-looking statements and information relating to the Company that are based on beliefs of the Company’s management as well as assumptions, expectations, projections, intentions and beliefs about future events. When used in this document, words such as “believe,” “intend,” “anticipate,” “estimate,” “project,” “forecast,” “plan,” “potential,” “will,” “may,” “should” and “expect” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements reflect the Company’s current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent the Company’s estimates and assumptions only as of the date of this press release and are not intended to give any assurance as to future results. For a detailed discussion of the risk factors that might cause future results to differ, please refer to the Company’s Annual Report on Form 20-F, filed with the SEC on March 20, 2025.
The Company undertakes no obligation to publicly update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur, and the Company’s actual results could differ materially from those anticipated in these forward-looking statements.

Contact:

Laila C. Halvorsen, CFO
Phone: +1 441 295 1422 and +47 984 39 935
E-mail: [email protected]

Attachment

DHT Q4 2025 financial report

Posted on February 4, 2026 4:28 pm
Lucky Strike Entertainment Reports Second Quarter Results for Fiscal Year 2026

Lucky Strike Entertainment Reports Second Quarter Results for Fiscal Year 2026

RICHMOND, Va.–(BUSINESS WIRE)–
Lucky Strike Entertainment (NYSE: LUCK), one of the world’s premier owner/operators of location-based entertainment, today provided financial results for the second quarter of the 2026 fiscal year, which ended on December 28, 2025.

Quarter Highlights:

Total revenue increased 2.3% to $306.9 million from $300.1 million in the previous year

Same Store Revenue increased 0.3% versus the prior year

Net loss of $12.7 million versus prior year net income of $28.3 million

Adjusted EBITDA of $77.5 million versus $98.8 million in the prior year

From September 29, 2025 through February 4, 2026, we acquired one water park. Total locations in operation as of February 4, 2026 is 369, which reflects the closure of an unprofitable location

Continued progress on Lucky Strike rebrand initiative with 98 current Lucky Strike locations

“We delivered positive same-center sales growth this quarter, marking a clear inflection point for the business,” said Thomas Shannon, Chief Executive Officer and Founder of Lucky Strike Entertainment. “Performance was driven by sustained strength in walk-in retail and league play, increased marketing investment to expand brand awareness and build momentum for the remainder of the year, and meaningful progress rebuilding our Events business. Same store Event sales turned positive in January 2026 for the first time in nearly two years — a trend that has carried into February — reinforcing improving demand and stronger execution across the portfolio.”

“While investments during the quarter supported top-line momentum, we have taken decisive action to align growth with profitability and cash flow generation. Disciplined capital allocation has materially reduced both maintenance and growth capital expenditures over the past 18 months, strengthening free cash flow. Looking ahead, we remain focused on profitable same-center growth, margin expansion, and returns-driven investment, and we expect significant margin expansion this summer as our non-bowling entertainment assets enter their peak seasons.”

Fiscal Year 2026 Guidance

The Company is reaffirming fiscal year 2026 guidance provided on August 28, 2025. We remain focused on delivering profitable growth by driving revenues, expanding operating cash flow, and increasing free cash flow – including FCF/share. Our outlook reflects attractive growth supported by organic operating leverage and increased investment in high-ROI, revenue-generating initiatives. Additionally, recent acquisitions typically take 12-18 months to achieve our company-wide margins. The Company’s fiscal year 2026 performance guidance is presented below.

Total Revenue Growth:

5% to 9%

Total Revenue:

$1,260M to $1,310M

Adjusted EBITDA:

$375M to $415M

Common Stock Dividend

On February 3, the Board of Directors of Lucky Strike Entertainment declared a quarterly cash dividend of $0.06 per common share for the third quarter of fiscal year 2026. The dividend will be payable on March 6, 2026, to stockholders of record on February 20, 2026.

Investor Webcast Information

Listeners may access an investor webcast hosted by Lucky Strike Entertainment. The webcast and results presentation will be accessible at 5:00 PM ET on February 4, 2026 in the Events & Presentations section of the Lucky Strike Entertainment Investor Relations website at https://ir.luckystrikeent.com/.

About Lucky Strike Entertainment

Lucky Strike Entertainment is one of the world’s premier location-based entertainment platforms. With over 360 locations across North America, Lucky Strike Entertainment provides experiential offerings in bowling, amusements, water parks, and family entertainment centers. The Company also owns the Professional Bowlers Association, the major league of bowling and a growing media property that boasts millions of fans around the globe. For more information on Lucky Strike Entertainment, please visit IR.LuckyStrikeEnt.com.

Forward Looking Statements

Some of the statements contained in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risk, assumptions, and uncertainties, such as statements of our plans, objectives, expectations, intentions, and forecasts. These forward-looking statements reflect our views with respect to future events as of the date of this release and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs, and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to: our ability to design and execute our business strategy; changes in consumer preferences and buying patterns; our ability to compete in our markets; the occurrence of unfavorable publicity; risks associated with long-term non-cancellable leases for our locations; our ability to retain key managers; risks associated with our substantial indebtedness and limitations on future sources of liquidity; our ability to carry out our expansion plans; our ability to successfully defend litigation brought against us; failure to hire and retain qualified employees and personnel; cybersecurity breaches, cyber-attacks and other interruptions to our and our third-party service providers’ technological and physical infrastructures; catastrophic events, including war, terrorism and other conflicts; public health emergencies and pandemics, such as the COVID-19 pandemic, or natural catastrophes and accidents; fluctuations in our operating results; economic conditions, including the impact of increasing interest rates, inflation and recession; and other factors described under the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on August 28, 2025, as well as other filings that the Company will make, or has made, with the SEC, such as Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in other filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, except as required by applicable law.

Non-GAAP Financial Measures

To provide investors with information in addition to our results as determined under Generally Accepted Accounting Principles (“GAAP”), we disclose Same Store Revenue and Adjusted EBITDA as “non-GAAP measures”, which management believes provide useful information to investors because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period, and management relies on these measures for planning and forecasting of future periods. Additionally, these measures allow management to compare our results with those of other companies that have different financing and capital structures. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for revenue or net income as calculated in accordance with GAAP, and may not be comparable to a similarly titled measure reported by other companies. Our fiscal year 2026 guidance measures (other than revenue) are provided on a non-GAAP basis without a reconciliation to the most directly comparable GAAP measure because the Company is unable to predict with a reasonable degree of certainty certain items contained in the GAAP measures without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. Such items include, but are not limited to, acquisition-related expenses, share-based compensation, and other items not reflective of the Company’s ongoing operations.

Same Store Revenue represents total Revenue less Non-Location Related Revenue, Revenue from Closed Locations, Service Fee Revenue, if applicable, and Acquired Revenue. Adjusted EBITDA represents Net Income (Loss) before Interest Expense, Income Taxes, Depreciation and Amortization, Impairment and Other Charges, Share-based Compensation, EBITDA from Closed Locations, Foreign Currency Exchange Loss (Gain), Asset Disposition Loss (Gain), Transactional and other advisory costs, changes in the value of earnouts, and other.

The Company considers Same Store Revenue as an important financial measure because it provides comparable revenue for locations open for the entire duration of both the current and comparable measurement periods.

The Company considers Adjusted EBITDA as an important financial measure because it provides a financial measure of the quality of the Company’s earnings. Other companies may calculate Adjusted EBITDA differently than we do, which might limit its usefulness as a comparative measure. Adjusted EBITDA is used by management in addition to and in conjunction with the results presented in accordance with GAAP. We have presented Adjusted EBITDA solely as a supplemental disclosure because we believe it allows for a more complete analysis of results of operations and assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

GAAP Financial Information

Lucky Strike Entertainment Corporation

Condensed Consolidated Balance Sheets

(Amounts in thousands, except share and per share amounts)

(Unaudited)

December 28, 2025

June 29, 2025

Assets

Current assets:

Cash and cash equivalents

$

95,912

$

59,686

Accounts and notes receivable, net

6,377

7,998

Inventories, net

15,776

15,500

Prepaid expenses and other current assets

39,840

29,366

Assets held-for-sale

756

—

Total current assets

158,661

112,550

Property and equipment, net

1,229,452

944,917

Operating lease right of use assets

553,653

588,594

Finance lease right of use assets, net

305,165

507,701

Intangible assets, net

50,539

45,562

Goodwill

863,391

844,351

Deferred income tax asset

60,060

67,919

Other assets

46,960

48,145

Total assets

$

3,267,881

$

3,159,739

Liabilities, Temporary Equity and Stockholders’ Deficit

Current liabilities:

Accounts payable and accrued expenses

$

166,797

$

145,188

Current maturities of long-term debt

6,604

10,162

Current obligations of operating lease liabilities

33,911

33,103

Earnout liability

12,748

—

Other current liabilities

8,514

5,932

Total current liabilities

228,574

194,385

Long-term debt, net

1,761,509

1,300,708

Long-term obligations of operating lease liabilities

569,246

606,692

Long-term obligations of finance lease liabilities

427,521

683,161

Long-term financing obligations

453,489

449,215

Earnout liability

—

36,183

Other long-term liabilities

55,905

56,307

Deferred income tax liabilities

4,659

4,434

Total liabilities

3,500,903

3,331,085

Commitments and Contingencies

December 28, 2025

June 29, 2025

Temporary Equity

Series A preferred stock

$

130,827

$

127,325

Stockholders’ Deficit

Class A common stock

12

12

Class B common stock

6

6

Additional paid-in capital

458,227

472,889

Treasury stock, at cost

(482,802

)

(457,917

)

Accumulated deficit

(339,635

)

(313,181

)

Accumulated other comprehensive loss

343

(480

)

Total stockholders’ deficit

(363,849

)

(298,671

)

Total liabilities, temporary equity and stockholders’ deficit

$

3,267,881

$

3,159,739

Lucky Strike Entertainment Corporation

Condensed Consolidated Statements of Operations

(Amounts in thousands)

(Unaudited)

Three Months Ended

Six Months Ended

December 28,

2025

December 29,

2024

December 28,

2025

December 29,

2024

Revenues

Bowling

$

142,867

$

138,967

$

268,137

$

261,170

Food & beverage

112,397

110,902

208,526

198,941

Amusement & other

51,597

50,205

122,476

100,158

Total revenues

306,861

300,074

599,139

560,269

Costs and expenses

Location operating costs, excluding depreciation and amortization

99,667

82,694

197,493

168,922

Location payroll and benefit costs

77,882

70,876

153,126

138,312

Location food and beverage costs

23,955

23,225

45,890

43,755

Selling, general and administrative expenses, excluding depreciation and amortization

39,072

34,384

74,417

69,195

Depreciation and amortization

30,422

39,118

63,617

76,101

Loss on impairment and disposal of fixed assets, net

2,338

2,575

3,713

4,047

Other operating expense (income), net

198

329

(690

)

118

Total costs and expenses

273,534

253,201

537,566

500,450

Operating income

33,327

46,873

61,573

59,819

Other (income) expenses

Interest expense, net

50,116

48,795

103,513

97,465

Change in fair value of earnout liability

(19,919

)

(19,682

)

(23,446

)

(68,603

)

Other expense

—

800

4,931

800

Total other expense

30,197

29,913

84,998

29,662

Income (loss) before income tax expense (benefit)

3,130

16,960

(23,425

)

30,157

Income tax expense (benefit)

15,786

(11,347

)

3,029

(21,245

)

Net (loss) income

$

(12,656

)

$

28,307

$

(26,454

)

$

51,402

Lucky Strike Entertainment Corporation

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

Three Months Ended

Six Months Ended

December 28,

2025

December 29,

2024

December 28,

2025

December 29,

2024

Net cash provided by operating activities

$

48,064

$

38,734

$

41,656

$

68,147

Net cash used in investing activities

(38,994

)

(93,290

)

(354,141

)

(133,214

)

Net cash provided by financing activities

55,655

96,905

348,326

79,099

Effect of exchange rate changes on cash

155

(42

)

385

(249

)

Net increase in cash and cash equivalents

64,880

42,307

36,226

13,783

Cash and cash equivalents at beginning of period

31,032

38,448

59,686

66,972

Cash and cash equivalents at end of period

$

95,912

$

80,755

$

95,912

$

80,755

Balance Sheet and Liquidity

As of December 28, 2025 and June 29, 2025, our calculation of net debt was as follows:

(in thousands)

December 28, 2025

June 29, 2025

Cash and cash equivalents

$

95,912

$

59,686

Bank debt and loans

1,797,138

1,321,790

Net debt

$

1,701,226

$

1,262,104

As of December 28, 2025 and June 29, 2025, our cash on hand and revolving borrowing capacity was as follows:

(in thousands)

December 28, 2025

June 29, 2025

Cash and cash equivalents

$

95,912

$

59,686

Revolver Capacity

425,000

335,000

Amounts outstanding on Revolver

(85,000

)

(30,000

)

Revolver capacity committed to letters of credit

(24,122

)

(22,422

)

Total cash on hand and revolving borrowing capacity

$

411,790

$

342,264

GAAP to non-GAAP Reconciliations

Same Store Revenue

Three Months Ended

(in thousands)

December 29, 2024

December 28, 2025

Total Revenue – Reported

$300,074

$306,861

less: Service Fee Revenue

(544)

(477)

Revenue Excluding Service Fee Revenue

$299,530

$306,384

less: Non-Location Related (including Closed Centers)

(5,787)

(2,039)

Total Location Revenue

$293,743

$304,345

less: Acquired Revenue

(2,498)

(12,161)

Same Store Revenue

$291,245

$292,184

% Year-over-Year Change

Total Revenue – Reported

2.3%

Total Revenue excluding Service Fee Revenue

2.3%

Total Location Revenue

3.6%

Same Store Revenue

0.3%

Adjusted EBITDA Reconciliation

Three Months Ended

(in thousands)

December 28, 2025

December 29, 2024

Consolidated

Revenue

$306,861

$300,074

Net (loss) income – GAAP

(12,656)

28,307

Net (loss) income margin

(4.1)%

9.4%

Adjustments:

Interest expense

51,334

48,795

Income tax expense (benefit)

15,786

(11,347)

Depreciation and amortization

30,783

39,573

Loss on impairment, disposals, and other charges, net

3,911

2,575

Share-based compensation

2,833

4,664

Closed location EBITDA ⁽¹⁾

822

1,189

Transactional and other advisory costs ⁽²⁾

4,364

4,020

Changes in the value of earnouts ⁽³⁾

(19,919)

(19,682)

Other, net ⁽⁴⁾

212

663

Adjusted EBITDA

$77,470

$98,757

Adjusted EBITDA Margin

25.2%

32.9%

(1)

The closed location adjustment is to remove EBITDA for closed locations. Closed locations are those locations that are closed for a variety of reasons, including permanent closure, newly acquired or built locations prior to opening, locations closed for renovation or rebranding and conversion. If a location is not open on the last day of the reporting period, it will be considered closed for that reporting period. If the location is closed on the first day of the reporting period for permanent closure, the location will be considered closed for that reporting period.

(2)

The adjustment for transaction costs and other advisory costs is to remove charges incurred in connection with any transaction, including mergers, acquisitions, refinancing, amendment or modification to indebtedness, and dispositions, in each case, regardless of whether consummated.

(3)

The adjustment for changes in the value of earnouts is to remove of the impact of the revaluation of the earnouts. Changes in the fair value of the earnout liability is recognized in the statement of operations. Decreases in the liability will have a favorable impact on the statement of operations and increases in the liability will have an unfavorable impact.

(4)

Other includes the following related to transactions that do not represent ongoing or frequently recurring activities as part of the Company’s operations: (i) non-routine expenses, net of recoveries for matters outside the normal course of business, (ii) severance expense, and (iii) other individually de minimis expenses.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260204250547/en/

Lucky Strike Entertainment Corporation Investor Relations

[email protected]

KEYWORDS: Virginia United States North America

INDUSTRY KEYWORDS: General Entertainment Entertainment Sports Bowling

MEDIA:

Logo

Posted on February 4, 2026 4:28 pm
Great Elm Group Reports Fiscal 2026 Second Quarter Financial Results

– Fee-Paying AUM

¹

Grew 4% Year-Over-Year as of December 31, 2025 –

– Significant Unrealized Loss of $14.4 million and Realized Gain of $2.3 million on GEG’s Investments in the Quarter

²

–

– Monomoy BTS Substantially Completes Third Build-to-Suit Development Property –

– Repurchased Approximately 1.1 Million Shares, or Over 3% of Shares Outstanding –

Company to Host Conference Call at 8:30 a.m. ET on February 5, 2026

PALM BEACH GARDENS, Fla., Feb. 04, 2026 (GLOBE NEWSWIRE) — Great Elm Group, Inc. (“we,” “our,” “GEG,” “Great Elm,” or “the Company”), (NASDAQ: GEG), an alternative asset manager, today announced financial results for its fiscal second quarter ended December 31, 2025.

Management Commentary

Jason Reese, Chief Executive Officer of the Company stated, “We continued to build momentum across our alternative asset management platform despite market headwinds during the quarter. While heightened volatility drove significant unrealized losses in our core portfolio investments and weighed on reported results, we remain focused on disciplined execution.

Against a challenging market backdrop for the BDC, GECC management took actions in the portfolio to position the platform for success, re-underwriting the entire portfolio and working deliberately to further diversify investments as well as optimizing the portfolio to improve overall credit quality. With significant liquidity, a healthy balance sheet, and a lower cost of capital, we believe GECC remains well-positioned to rebuild in calendar 2026.

During the quarter, we completed our third Monomoy build-to-suit project in Florida and commenced active marketing of the property. In addition, we repurchased more than one million shares of our common stock since the end of the first quarter of fiscal 2026, underscoring our confidence in the business and our commitment to shareholder value.

Our CoreWeave-related investment continues to represent a compelling success despite significant market volatility during the quarter that contributed to our unrealized losses. We have received distributions on this investment to date well in excess of GEG’s original investment, and we continue to believe there is meaningful upside potential based on current trading levels. Looking ahead, we are focused on leveraging our balance sheet to find new investments as we grow our assets under management and fee revenue, and deliver sustained, long-term value for our shareholders.”

Fiscal Second Quarter 2026 and Recent Highlights

GEG’s fee-paying assets under management (“FPAUM”) and assets under management (“AUM”) totaled approximately $561 million and $740 million, respectively.¹

FPAUM increase of 4% and AUM reduction of 2%, respectively, compared to the prior-year period.

Total revenue for the second quarter was $3.0 million, compared to $3.5 million for the prior-year period.

Net loss was $(16.5) million for the second quarter, compared to net income of $1.4 million in the prior-year period.

Decrease in net income primarily driven by $14.4 million in unrealized loss and $2.3 million in realized gain² from GEG’s investments, consisting largely of unrealized losses relating to the Company’s investments in Great Elm Capital Corp. (NASDAQ: GECC) common stock, special purpose vehicles (“SPVs”) related to GECC common stock, and a CoreWeave-related investment.

This compares to net unrealized gain on the Company’s investments in the prior-year period of $2.4 million³.

GEG recognized a realized gain of $2.2 million from its CoreWeave-related investment for the second quarter ended December 31, 2025.

To date, GEG has received distributions of $5.8 million in connection with its CoreWeave-related investment, well in excess of its $5 million original capital investment.

Adjusted EBITDA for the second quarter was $(1.6) million, compared to $1.0 million in the prior-year period.

As of December 31, 2025, GEG had approximately $51.2 million of cash and cash equivalents on its balance sheet to support growth initiatives across its alternative asset management platform.

GEG repurchased approximately 1.1 million shares in the second quarter, or over 3% of shares outstanding, at an average price of $2.47 per share.

Through February 3, 2026, Great Elm repurchased approximately 6.4 million shares at an average price of $1.99 per share, equating to $12.7 million since the initiation of the stock repurchase program.

GEG Business Highlights

Alternative Credit

GEG received management fees from GECC of $1.2 million for the fiscal second quarter ended December 31, 2025.

GECC paid $1.48 per share of dividends to shareholders for its year ended December 31, 2025.

GECC’s investment team undertook targeted portfolio reviews and credit optimization initiatives during the quarter, positioning the platform with a solid foundation as it enters calendar 2026.

In Great Elm’s private credit strategy, the Great Elm Credit Income Fund, launched in November 2023, began an orderly wind-down in response to recent portfolio events and market conditions.

Real Estate

Great Elm Real Estate Ventures (“Real Estate Ventures”), a new entity formed in connection with the KLIM strategic partnership, consolidates Great Elm’s three real estate subsidiaries under a single entity. These subsidiaries include:

Monomoy CRE, LLC, an asset manager, including manager of Monomoy REIT;

Monomoy BTS, Corp. (“MBTS”), a build-to-suit development arm; and

Monomoy Construction Services, LLC (“MCS”), a full-service procurement and construction manager.

Real Estate Ventures operates as a comprehensive, vertically-integrated real estate enterprise serving the Industrial Outdoor Storage, or “IOS,” sector.

MCRE received investment and property management fees of approximately $1.0 million, growing more than 15% from the prior-year period.

MBTS substantially completed its third build-to-suit development property, located in Florida.

MCS completed its third full quarter of operations, adding $0.4 million to total revenue for the fiscal second quarter.

Investments

Great Elm recorded a net realized and unrealized loss of $4.5 million from its CoreWeave-related investment during the fiscal second quarter of 2026, driven by market-based valuation changes.

Realized gain of $2.2 million partially offset an unrealized loss of $6.7 million for the quarter ended December 31, 2025.

During the quarter ended December 31, 2025, the Company received $3.0 million in distributions, including income, from the CoreWeave-related investment, bringing total distributions over the life of the investment to $5.8 million, or $0.8 million in excess of the original $5.0 million investment.

Unrealized losses on the Company’s investments in GECC common stock and SPVs related to GECC common stock, totaled $4.0 million and $3.0 million, respectively, for the quarter ended December 31, 2025.

Stock Repurchase Program

In the fiscal first quarter of 2026, GEG’s Board of Directors approved an incremental stock repurchase program under which GEG is authorized to repurchase up to $25 million in the aggregate of its outstanding common stock in the open market. Through February 3, 2026, the Company repurchased approximately 6.4 million shares for $12.7 million, at an average price of $1.99 per share, leaving approximately $12.3 million of remaining capacity under the program for future repurchases.

Fiscal 2026 Second Quarter Conference Call & Webcast Information

When: Thursday, February 5, 2026, 8:30 a.m. Eastern Time (ET)

Call: All interested parties are invited to participate in the conference call by dialing +1 (877) 407-0752; international callers should dial +1 (201) 389-0912. Participants should enter the Conference ID 13757471 if asked.

Webcast: The conference call will be webcast simultaneously and can be accessed here. A copy of the slide presentation accompanying the conference call can be found here.

About Great Elm Group, Inc.

Great Elm Group, Inc. (NASDAQ: GEG) is a publicly-traded, alternative asset manager focused on growing a scalable and diversified portfolio of long-duration and permanent capital vehicles across credit, real estate, specialty finance, and other alternative strategies. Great Elm Group, Inc. and its subsidiaries currently manage Great Elm Capital Corp., a publicly-traded business development company, and Monomoy Properties REIT, LLC, an industrial outdoor storage (“IOS”) focused real estate investment trust, in addition to other investments. Great Elm Group, Inc.’s website can be found at www.greatelmgroup.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Statements in this press release that are “forward-looking” statements, including statements regarding expected growth, profitability, acquisition opportunities and outlook involve risks and uncertainties that may individually or collectively impact the matters described herein. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made and represent Great Elm’s assumptions and expectations in light of currently available information. These statements involve risks, variables and uncertainties, and Great Elm’s actual performance results may differ from those projected, and any such differences may be material. For information on certain factors that could cause actual events or results to differ materially from Great Elm’s expectations, please see Great Elm’s filings with the Securities and Exchange Commission (“SEC”), including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Additional information relating to Great Elm’s financial position and results of operations is also contained in Great Elm’s annual and quarterly reports filed with the SEC and available for download at its website www.greatelmgroup.com or at the SEC website www.sec.gov.

Non-GAAP Financial Measures

The SEC has adopted rules to regulate the use in filings with the SEC, and in public disclosures, of financial measures that are not in accordance with US GAAP, such as adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Adjusted EBITDA is derived from methodologies other than in accordance with US GAAP. Great Elm believes that Adjusted EBITDA is an important measure for investors to use in evaluating Great Elm’s businesses. In addition, Great Elm’s management reviews Adjusted EBITDA as they evaluate acquisition opportunities.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it either in isolation from, or as a substitute for, analyzing Great Elm’s results as reported under US GAAP. Non-GAAP financial measures reported by Great Elm may not be comparable to similarly titled amounts reported by other companies.

Included in the financial tables below is a reconciliation of Adjusted EBITDA to the most directly comparable US GAAP financial measure, net income from continuing operations.

Endnotes

¹FPAUM and AUM figures are management estimates as of the dates presented and are based on internal data, methodologies, and assumptions that GEG believes to be reasonable. These amounts are subject to change.
²Includes approximately $0.7 million of unrealized loss attributable to the Company’s investment in Consolidated Funds for the quarter ended December 31, 2025.
³Includes approximately $5 thousand of unrealized gain attributable to the Company’s investment in Consolidated Funds for the quarter ended December 31, 2024.

Media & Investor Contact:

Investor Relations
[email protected]

Great Elm Group, Inc.

Condensed Consolidated Balance Sheets

Dollar amounts in thousands (except per share data)

ASSETS
December 31, 2025 June 30, 2025

Current assets

Cash and cash equivalents $ 51,228 $ 30,603

Receivables from managed funds 3,648 8,331

Investments, at fair value 41,415 60,614

Prepaid and other current assets 3,112 2,803

Real estate assets, net 6,102 9,085

Related party loan receivable – 8,000

Assets of Consolidated Funds:

Cash and cash equivalents 6,357 3,907

Investments, at fair value 6,350 14,327

Other assets 2,288 227

Total current assets 120,500 137,897

Identifiable intangible assets, net 11,434 12,009

Goodwill 440 440

Right-of-use assets 1,424 1,603

Other assets 1,690 1,988

Total assets $ 135,488 $ 153,937

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable $ 174 $ 1,026

Accrued expenses and other current liabilities 6,295 7,707

Current portion of related party payables 182 258

Current portion of lease liabilities 355 355

Liabilities of Consolidated Funds:

Payable for securities purchased 23 96

Accrued expenses and other liabilities 4,648 172

Total current liabilities 11,677 9,614

Lease liabilities, net of current portion 1,088 1,260

Long-term debt (face value $26,945) 26,516 26,373

Convertible notes (face value $35,940 and $35,063, including $17,418 and $16,993 held by related parties, respectively) 35,527 34,602

Other liabilities 990 1,422

Total liabilities 75,798 73,271

Commitments and contingencies

Stockholders’ equity

Preferred stock, $0.001 par value; 5,000,000 authorized and zero outstanding – –

Common stock, $0.001 par value; 350,000,000 shares authorized and 32,354,441 shares issued and 31,164,011 outstanding at December 31, 2025; and 27,630,305 shares issued and 26,552,948 outstanding at June 30, 2025 29 25

Additional paid-in-capital 3,318,580 3,310,356

Accumulated deficit (3,262,847 ) (3,240,063 )

Total Great Elm Group, Inc. stockholders’ equity 55,762 70,318

Redeemable non-controlling interest in Consolidated Funds 3,928 10,348

Total stockholders’ equity 59,690 80,666

Total liabilities and stockholders’ equity $ 135,488 $ 153,937

Great Elm Group, Inc.

Condensed Consolidated Statements of Operations

Dollar amounts in thousands (except per share data)

For the three months ended
December 31, For the six months ended

December 31,

2025 2024 2025 2024

Revenues $ 3,011 $ 3,507 $ 13,799 $ 7,499

Cost of revenues 16 458 6,764 1,093

Operating costs and expenses:

Compensation and benefits 4,919 3,425 10,156 6,988

Selling, general and administrative 1,977 1,312 4,143 2,813

Depreciation and amortization 312 284 654 557

Expenses of Consolidated Funds 20 5 41 21

Total operating costs and expenses 7,228 5,026 14,994 10,379

Operating loss (4,233 ) (1,977 ) (7,959 ) (3,973 )

Dividends and interest income 1,322 1,567 2,560 3,125

Interest expense (1,022 ) (1,030 ) (2,050 ) (2,058 )

Net realized and unrealized (loss) gain (11,361 ) 2,428 (14,222 ) 6,206

Net realized and unrealized (loss) gain on investments of Consolidated Funds (1,601 ) (29 ) (3,409 ) 249

Interest and other income of Consolidated Funds 293 395 645 779

(Loss) income before income taxes (16,602 ) 1,354 (24,435 ) 4,328

Income tax benefit (expense) 54 – (17 ) –

Net (loss) income $ (16,548 ) $ 1,354 $ (24,452 ) $ 4,328

Less: net (loss) income attributable to non-controlling interest in Consolidated Funds (794 ) 178 (1,668 ) 513

Net (loss) income attributable to Great Elm Group, Inc. stockholders $ (15,754 ) $ 1,176 $ (22,784 ) $ 3,815

Net (loss) income attributable to stockholders per share

Basic $ (0.50 ) $ 0.04 $ (0.75 ) $ 0.13

Diluted (0.50 ) 0.04 (0.75 ) 0.12

Weighted average shares outstanding

Basic 31,624 27,983 30,298 28,531

Diluted 31,624 28,767 30,298 39,793

Great Elm Group, Inc.

Reconciliation from Net (Loss) Income to Adjusted EBITDA

Dollar amounts in thousands

Three months ended

December 31, Six months ended

December 31,

(in thousands) 2025 2024 2025 2024

Net (loss) income $ (16,548 ) $ 1,354 $ (24,452 ) $ 4,328

Interest expense 1,022 1,030 2,050 2,058

Income tax (benefit) expense (54 ) – 17 –

Depreciation and amortization 312 284 654 557

Non-cash compensation 678 755 2,009 1,872

Loss (gain) on investments 12,962 (2,399 ) 17,631 (6,455 )

Change in contingent consideration – – – (6 )

Adjusted EBITDA $ (1,628 ) $ 1,024 $ (2,091 ) $ 2,354

Posted on February 4, 2026 4:27 pm
Essex Announces Fourth Quarter and Full-Year 2025 Results and Provides 2026 Guidance

Essex Announces Fourth Quarter and Full-Year 2025 Results and Provides 2026 Guidance

SAN MATEO, Calif.–(BUSINESS WIRE)–
Essex Property Trust, Inc. (NYSE:ESS) (the “Company”) announced today its fourth quarter and full-year 2025 earnings results and related business activities.

Net Income, Funds from Operations (“FFO”), and Core FFO per diluted share for the three and twelve months ended December 31, 2025 are detailed below.

Three Months Ended

December 31,

Twelve Months Ended

December 31,

%

%

2025

2024

Change

2025

2024

Change

Per Diluted Share

Net Income

$1.25

$4.00

-68.8%

$10.40

$11.54

-9.9%

Total FFO

$3.94

$3.69

6.8%

$15.98

$15.99

-0.1%

Core FFO

$3.98

$3.92

1.5%

$15.94

$15.60

2.2%

Fourth Quarter and Full-Year 2025 Highlights:

Reported Net Income per diluted share for the fourth quarter of 2025 of $1.25, compared to $4.00 in the fourth quarter of 2024. For the full-year 2025, the Company reported Net Income per diluted share of $10.40 compared to $11.54 in 2024. The year-over-year decline in fourth quarter and full-year 2025 Net Income per diluted share is largely attributable to gains on sale of real estate and land and gains on remeasurement of co-investments in the prior year period.

Grew Core FFO per diluted share by 1.5% compared to the fourth quarter of 2024 and 2.2% compared to the full-year 2024, exceeding the midpoint of the Company’s original full year guidance range. The outperformance was primarily driven by favorable same-property revenue growth.

Achieved both same-property revenue and net operating income (“NOI”) growth of 3.8% compared to the fourth quarter of 2024. For the full-year 2025, same-property revenue and NOI grew 3.3% and 3.2%, respectively, both exceeding the midpoint of the Company’s original guidance range.

For the full-year 2025, the Company acquired seven apartment communities for a total contract price of $829.4 million and disposed of five apartment communities for a total pro rata contract price of $563.8 million.

For the full-year 2025, the Company received cash proceeds of $189.8 million from nine structured finance redemptions yielding a weighted average return rate of 9.8% and committed $21.3 million at pro rata share in an investment yielding a 13.5% return rate.

Issued $350.0 million of 10-year senior unsecured notes in the fourth quarter bearing an interest rate of 4.875% per annum and a yield to maturity of 4.988%.

As of December 31, 2025, the Company’s immediately available liquidity was over $1.7 billion.

SAME-PROPERTY OPERATIONS

Same-property operating results exclude any properties that are not comparable for the periods presented. The table below illustrates the percentage change in same-property revenue on a year-over-year basis for the three and twelve-month periods ended December 31, 2025 and on a sequential basis for the three months ended December 31, 2025, by submarket for the Company:

Revenue Change

Q4 2025

vs. Q4 2024

YTD 2025

vs. YTD 2024

Q4 2025

vs. Q3 2025

% of Total Q4

2025 Revenue

Southern California

Los Angeles County

4.5%

3.4%

1.2%

18.7%

Orange County

4.3%

3.6%

1.1%

9.2%

San Diego County

2.1%

2.4%

0.8%

9.3%

Ventura County

3.5%

3.8%

0.7%

4.3%

Total Southern California

3.8%

3.3%

1.1%

41.5%

Northern California

Santa Clara County

5.2%

3.8%

0.8%

20.3%

Alameda County

3.0%

2.7%

1.1%

7.0%

San Mateo County

6.2%

5.0%

0.3%

4.7%

Contra Costa County

2.0%

2.0%

0.3%

5.4%

San Francisco

2.0%

5.0%

-1.2%

3.0%

Total Northern California

4.2%

3.6%

0.6%

40.4%

Seattle Metro

3.1%

2.8%

-0.8%

18.1%

Same-Property Portfolio

3.8%

3.3%

0.5%

100.0%

The table below illustrates the components that drove the change in same-property revenue on a year-over-year basis for the three and twelve-month periods ended December 31, 2025 and on a sequential basis for the three months ended December 31, 2025.

Same-Property Revenue Components

Q4 2025

vs. Q4 2024

YTD 2025

vs. YTD 2024

Q4 2025

vs. Q3 2025

Scheduled Rents

2.2%

2.3%

0.1%

Reported Delinquency⁽¹⁾

0.7%

0.5%

0.0%

Cash Concessions

0.0%

0.0%

-0.2%

Vacancy

0.3%

0.0%

0.2%

Other Income

0.6%

0.5%

0.4%

2025 Same-Property Revenue Growth

3.8%

3.3%

0.5%

⁽¹⁾

The fourth quarter 2025 year-over-year increase to revenue related to delinquency is largely attributable to the Company recording a non-cash charge in the fourth quarter of 2024 and fully eliminating its remaining $2.7 million residential accounts receivable balance.

Year-Over-Year Change

Year-Over-Year Change

Q4 2025 compared to Q4 2024

YTD 2025 compared to YTD 2024

Revenue

Operating

Expenses

NOI

Revenue

Operating

Expenses

NOI

Southern California

3.8%

5.9%

2.9%

3.3%

5.4%

2.4%

Northern California

4.2%

1.9%

5.3%

3.6%

3.0%

3.8%

Seattle Metro

3.1%

3.8%

2.7%

2.8%

0.5%

3.7%

Same-Property Portfolio

3.8%

3.8%

3.8%

3.3%

3.5%

3.2%

Sequential Change

Q4 2025 compared to Q3 2025

Revenue

Operating

Expenses

NOI

Southern California

1.1%

-2.0%

2.4%

Northern California

0.6%

-3.9%

2.6%

Seattle Metro

-0.8%

-0.5%

-0.9%

Same-Property Portfolio

0.5%

-2.5%

1.9%

Financial Occupancies

Quarter Ended

12/31/2025

9/30/2025

12/31/2024

Southern California

96.3%

95.8%

95.6%

Northern California

96.4%

96.3%

96.2%

Seattle Metro

96.1%

96.2%

96.2%

Same-Property Portfolio

96.3%

96.1%

95.9%

INVESTMENT ACTIVITY

Acquisitions

In November, the Company acquired 1250 Lakeside, a 250-unit apartment community built in 2021 and located in Sunnyvale, CA for a contract price of $143.5 million.

Other Investments

In the fourth quarter, the Company received cash proceeds of $91.1 million from full redemptions of three structured finance investments yielding a 9.6% weighted average rate of return. For the full-year, the Company received cash proceeds of $189.8 million from nine structured finance redemptions yielding a 9.8% weighted average rate of return.

In the fourth quarter, the Company repaid an $88.2 million senior mortgage associated with a preferred equity investment in an apartment community consisting of 376 units and approximately 9,000 sq. ft. of commercial space. The community was built in 2021 and is located in Los Angeles, CA. Concurrent with the repayment, the Company assumed full managerial control and consolidated the community on its financial statements based on a valuation of $167.7 million.

BALANCE SHEET AND LIQUIDITY

Balance Sheet

In October, the Company executed an amendment of its existing $300.0 million unsecured term loan to extend the maturity date from October 2027 to January 2031, inclusive of extension options exercisable at the Company’s option. The interest rate was reduced by 0.10% to SOFR plus 0.85% and is swapped to an all-in fixed rate of 4.07% through October 2026.

In December, the Company issued $350.0 million of 10-year senior unsecured notes due in February 2036 bearing an interest rate of 4.875% per annum and a yield to maturity of 4.988%. The proceeds are intended to repay a portion of the Company’s $450.0 million senior notes due April 2026.

Common Stock and Liquidity

In the fourth quarter, the Company did not issue any shares of common stock through its equity distribution program, exercise any of its previously disclosed forward sale agreements, or repurchase any shares through its stock repurchase plan.

As of December 31, 2025, the Company had over $1.7 billion in liquidity via undrawn capacity on its unsecured credit facilities, cash and cash equivalents, and marketable securities.

2026 FULL-YEAR GUIDANCE AND KEY ASSUMPTIONS

Per Diluted Share

Range

Midpoint

Net Income

$5.55 – $6.05

$5.80

Total FFO

$15.54 – $16.04

$15.79

Core FFO

$15.69 – $16.19

$15.94

Q1 2026 Core FFO

$3.89 – $4.01

$3.95

Estimated Same-Property Portfolio Growth

Based on 52,209 Apartment Homes

Range

Midpoint

Cash-Basis ⁽¹⁾

Revenue

1.70% to 3.10%

2.40%

Operating Expenses

2.50% to 3.50%

3.00%

Net Operating Income

0.80% to 3.40%

2.10%

⁽¹⁾

The midpoint of the Company’s same-property revenue and NOI on a GAAP basis are 2.50% and 2.20%, respectively.

KEY 2026 ASSUMPTIONS

Investment activities will be influenced by market conditions and cost of capital, consistent with the Company’s historical practice of creating NAV and FFO per share.

Guidance assumes $175 million in structured finance maturities.

The Company expects development funding of approximately $80 million and does not currently plan to start any new developments.

Revenue generating capital expenditures are expected to be approximately $100 million at the Company’s pro rata share.

2026 CORE FFO PER DILUTED SHARE GUIDANCE MIDPOINT VERSUS FULL-YEAR 2025

The table below provides a summary of changes between the Company’s 2025 Core FFO per diluted share and its 2026 Core FFO per diluted share guidance midpoint.

2026 Core FFO Per Diluted Share Guidance Midpoint versus 2025

Midpoint

2025 Core FFO Per Diluted Share

$

15.94

NOI from Consolidated Communities

0.60

Structured Finance (Preferred Equity & Mezz) ⁽¹⁾

(0.38)

G&A and Interest and Other Income ⁽²⁾

(0.09)

FFO from Co-Investments, excluding Preferred Equity

(0.07)

Consolidated Net Interest Expense

(0.06)

2026 Core FFO Per Diluted Share Guidance Midpoint

$

15.94

2026 Core FFO Per Diluted Share, Excluding Structured Finance Impact ⁽³⁾

$

16.23

⁽¹⁾

Reflects the gross impact of structured finance investment activities in 2025 and 2026E. The impact, net of reinvestment, is approximately $0.29, with the reinvestment offset accounted for in “NOI from consolidated communities.”

⁽²⁾

Excludes interest income related to the Company’s structured finance subordinated loans, which is reflected in the structured finance line.

⁽³⁾

Excluding the impact from structured finance-related headwinds, net of reinvestment, the Core FFO per diluted share midpoint would be $16.23, equating to 1.8% year-over-year growth.

For additional details regarding the Company’s 2026 FFO guidance range, please see page S-15 and S-16.2 of the supplemental financial information.

CONFERENCE CALL WITH MANAGEMENT

The Company will host an earnings conference call with management to discuss its quarterly results on Thursday, February 5, 2026 at 9:00 a.m. PT (12:00 p.m. ET), which will be broadcast live via the Internet at www.essex.com, and accessible via phone by dialing toll-free, (877) 407-0784, or toll/international, (201) 689-8560. No passcode is necessary.

A rebroadcast of the live call will be available online for 30 days and digitally for 7 days. To access the replay online, go to www.essex.com and select the fourth quarter 2025 earnings link. To access the replay, dial (844) 512-2921 using the replay pin number 13757926. If you are unable to access the information via the Company’s website, please contact the Investor Relations Department at [email protected] or call (650) 655-7800.

CORPORATE PROFILE

Essex Property Trust, Inc., an S&P 500 company, is a fully integrated real estate investment trust (“REIT”) that acquires, develops, redevelops, and manages multifamily residential properties in selected West Coast markets. Essex currently has ownership interests in 259 apartment communities comprising over 63,000 apartment homes with an additional property in active development. Additional information about the Company can be found on the Company’s website at www.essex.com.

This press release and accompanying supplemental financial information has been furnished to the Securities and Exchange Commission electronically on Form 8-K and can be accessed from the Company’s website at www.essex.com. If you are unable to obtain the information via the Web, please contact the Investor Relations Department at (650) 655-7800.

FFO RECONCILIATION

FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), is generally considered by industry analysts as an appropriate measure of performance of an equity REIT. Generally, FFO adjusts the net income of equity REITs for non-cash charges such as depreciation and amortization of rental properties, impairment charges, gains on sales of real estate and extraordinary items. Management considers FFO and FFO which excludes non-core items, which is referred to as “Core FFO,” to be useful supplemental operating performance measures of an equity REIT because, together with net income and cash flows, FFO and Core FFO provide investors with additional bases to evaluate the operating performance and ability of a REIT to incur and service debt and to fund acquisitions and other capital expenditures and to pay dividends. By excluding gains or losses related to sales of depreciated operating properties and land and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a real estate company between periods or as compared to different companies. By further adjusting for items that are not considered part of the Company’s core business operations, Core FFO allows investors to compare the core operating performance of the Company to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Company’s actual operating results. FFO and Core FFO do not represent net income or cash flows from operations as defined by U.S. generally accepted accounting principles (“GAAP”) and are not intended to indicate whether cash flows will be sufficient to fund cash needs. These measures should not be considered as alternatives to net income as an indicator of the REIT’s operating performance or to cash flows as a measure of liquidity. FFO and Core FFO do not measure whether cash flow is sufficient to fund all cash needs including principal amortization, capital improvements and distributions to stockholders. FFO and Core FFO also do not represent cash flows generated from operating, investing or financing activities as defined under GAAP. Management has consistently applied the NAREIT definition of FFO to all periods presented. However, there is judgment involved and other REITs’ calculation of FFO may vary from the NAREIT definition for this measure, and thus their disclosures of FFO may not be comparable to the Company’s calculation.

The following table sets forth the Company’s calculation of diluted FFO and Core FFO for the three and twelve months ended December 31, 2025 and 2024 (in thousands, except for share and per share amounts):

Three Months Ended

December 31,

Twelve Months Ended

December 31,

2025

2024

2025

2024

Net income available to common stockholders

$

80,573

$

257,453
$
669,666

$

741,522

Adjustments:

Depreciation and amortization

153,265

148,435

607,542

580,220

Gains not included in FFO

–

(216,229)

(305,043)

(386,138)

Impairment loss from unconsolidated co-investments

12,634

–

12,634

3,726

Depreciation and amortization from unconsolidated co-investments

13,721

14,676

56,848

66,943

Noncontrolling interest related to Operating Partnership units

2,822

9,339

23,649

26,414

Depreciation attributable to third party ownership and other ⁽¹⁾

(38)

32,340

(160)

31,191

FFO attributable to common stockholders and unitholders

$

262,977

$

246,014
$
1,065,136

$

1,063,878

FFO per share – diluted

$

3.94

$

3.69
$
15.98

$

15.99

Expensed acquisition and investment related costs

$

–

$

4
$
25

$

72

Tax expense (benefit) on unconsolidated technology co-investments

257

270

(2,096)

(929)

Realized and unrealized losses (gains) on marketable securities, net

250

2,298

(3,809)

(8,347)

Provision for credit losses

(35)

(63)

26

(179)

Equity income from unconsolidated technology co-investments

(547)

(4,062)

(6,552)

(10,344)

Loss on early retirement of debt

–

–

762

–

Loss on early retirement of debt from unconsolidated co-investments

122

–

122

–

Co-investment promote income

–

–

–

(1,531)

Income from early redemption of preferred equity investments and notes receivable

–

–

(70)

–

General and administrative and other, net ⁽²⁾

2,141

16,938

10,004

39,341

Insurance reimbursements, legal settlements, and other, net ⁽³⁾

(19)

118

(808)

(43,794)

Core FFO attributable to common stockholders and unitholders

$

265,146

$

261,517
$
1,062,740

$

1,038,167

Core FFO per share – diluted

$

3.98

$

3.92
$
15.94

$

15.60

Weighted average number of shares outstanding diluted ⁽⁴⁾

66,675,698

66,642,599

66,669,649

66,533,908

⁽¹⁾

Includes $32.4 million of gain on sale attributable to noncontrolling interest for both the three and twelve months ended December 31, 2024.

⁽²⁾

Includes political advocacy costs of $2.0 million for the twelve months ended December 31, 2025, and $14.8 million and $33.3 million for the three and twelve months ended December 31, 2024, respectively.

⁽³⁾

There were no material gains from legal settlements during the three and twelve months ended December 31, 2025, and the three months ended December 31, 2024. During the twelve months ended December 31, 2024, the Company settled two lawsuits related to construction defects at two communities and received cash recoveries of $42.5 million. The Company determined that all uncertainties were resolved upon receipt of cash and recorded a gain which was excluded from Core FFO.

⁽⁴⁾

Assumes conversion of all outstanding limited partnership units in the Operating Partnership into shares of the Company’s common stock and excludes DownREIT limited partnership units.

NET OPERATING INCOME (“NOI”) AND SAME-PROPERTY NOI RECONCILIATIONS

NOI and Same-Property NOI are considered by management to be important supplemental performance measures to earnings from operations included in the Company’s consolidated statements of income. The presentation of same-property NOI assists with the presentation of the Company’s operations prior to the allocation of depreciation and any corporate-level or financing-related costs. NOI reflects the operating performance of a community and allows for an easy comparison of the operating performance of individual communities or groups of communities. In addition, because prospective buyers of real estate have different financing and overhead structures, with varying marginal impacts to overhead by acquiring real estate, NOI is considered by many in the real estate industry to be a useful measure for determining the value of a real estate asset or group of assets. The Company defines same-property NOI as same-property revenue less same-property operating expenses, including property taxes. Please see the reconciliation of earnings from operations to NOI and same-property NOI, which in the table below is the NOI for stabilized properties consolidated by the Company for the periods presented (dollars in thousands):

Three Months Ended

December 31,

Twelve Months Ended

December 31,

2025

2024

2025

2024

Earnings from operations

$

152,136

$

304,496

$

899,316

$

703,095

Adjustments:

Corporate-level property management

expenses

12,284

11,877

49,052

46,208

Depreciation and amortization

153,265

148,435

607,542

580,220

Management and other fees from affiliates

(2,303)

(2,416)

(9,381)

(10,265)

General and administrative

20,441

31,528

71,948

98,902

Expensed acquisition and investment related costs

–

4

25

72

Gain on sale of real estate and land

–

(175,583)

(299,524)

(175,583)

NOI

335,823

318,341

1,318,978

1,242,649

Less: Non-same property NOI

(44,606)

(37,870)

(168,608)

(128,084)

Same-Property NOI

$

291,217

$

280,471

$

1,150,370

$

1,114,565

SAFE HARBOR STATEMENT UNDER THE PRIVATE LITIGATION REFORM ACT OF 1995:

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements which are not historical facts, including statements regarding the Company’s expectations, estimates, assumptions, hopes, intentions, beliefs and strategies regarding the future. Words such as “expects,” “assumes,” “anticipates,” “may,” “will,” “intends,” “plans,” “projects,” “believes,” “seeks,” “future,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, among other things, statements regarding the Company’s first quarter and full-year 2026 guidance (including net income, Total FFO and Core FFO, same-property growth and related assumptions) and anticipated yield on certain investments. While the Company’s management believes the assumptions underlying its forward-looking statements are reasonable, such forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control, which could 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 such forward-looking statements. The Company cannot assure the future results or outcome of the matters described in these statements; rather, these statements merely reflect the Company’s current expectations of the approximate outcomes of the matters discussed.

Factors that might cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements include, but are not limited to, the following: assumptions related to our first quarter and full-year 2026 guidance; occupancy rates and rental demand may be adversely affected by competition and local economic and market conditions; there may be increased interest rates, inflation, escalated operating costs and possible recessionary impacts; tariffs, geopolitical tensions and regional conflicts, and the related impacts on macroeconomic conditions, including, among other things, interest rates and inflation; the terms of any refinancing may not be as favorable as the terms of existing indebtedness; the Company’s inability to maintain its investment grade credit rating with the rating agencies; the Company may be unsuccessful in the management of its relationships with its co-investment partners; the Company may fail to achieve its business objectives; time of actual completion and/or stabilization of development and redevelopment projects; estimates of future income from an acquired property may prove to be inaccurate; future cash flows may be inadequate to meet operating requirements and/or may be insufficient to provide for dividend payments in accordance with REIT requirements; changes in laws or regulations and the anticipated or actual impact of future changes in laws or regulations; unexpected difficulties in leasing of future development projects; volatility in financial and securities markets; the Company’s failure to successfully operate acquired properties; unforeseen consequences from cyber-intrusion; government approvals, actions and initiatives, including the need for compliance with environmental requirements; and those further risks, special considerations, and other factors referred to in the Company’s annual report on Form 10-K for the year ended December 31, 2024, quarterly reports on Form 10-Q, and those risk factors and special considerations set forth in the Company’s other filings with the SEC 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 such forward-looking statements. All forward-looking statements are made as of the date hereof, the Company assumes no obligation to update or supplement this information for any reason, and therefore, they may not represent the Company’s estimates and assumptions after the date of this press release.

DEFINITIONS AND RECONCILIATIONS

Non-GAAP financial measures and certain other capitalized terms, as used in this earnings release, are defined and further explained on pages S-17.1 through S-17.4, “Reconciliations of Non-GAAP Financial Measures and Other Terms,” of the accompanying supplemental financial information. The supplemental financial information is available on the Company’s website at www.essex.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260204718800/en/

Contact Information

Loren Rainey

Sr. Director, Investor Relations

(650) 655-7800

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Residential Building & Real Estate Commercial Building & Real Estate Construction & Property REIT

MEDIA:

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Posted on February 4, 2026 4:27 pm
Costco Wholesale Corporation Reports January Sales Results

ISSAQUAH, Wash., Feb. 04, 2026 (GLOBE NEWSWIRE) — Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today reported net sales of $21.33 billion for the retail month of January, the four weeks ended February 1, 2026, an increase of 9.3 percent from $19.51 billion last year.

Net sales for the first 22 weeks were $123.16 billion, an increase of 8.5 percent from $113.55 billion last year.

Comparable sales for the periods ended February 1, 2026, were as follows:

4 Weeks 22 Weeks

U.S. 5.8% 5.9%

Canada 11.4% 7.8%

Other International 9.5% 9.5%

Total Company 7.1% 6.6%

Digitally-Enabled 34.4% 21.8%

Comparable sales excluding the impacts from changes in gasoline prices and foreign exchange were as follows:

4 Weeks 22 Weeks

U.S. 6.8% 6.1%

Canada 8.2% 8.1%

Other International 2.7% 5.8%

Total Company 6.4% 6.3%

Digitally-Enabled 33.1% 21.4%

Lunar and Chinese New Years will occur on February 17, 19 days later this year. The shift negatively impacted January Other International and Total Company sales by approximately 4.0% and 0.5%, respectively.

Additional discussion of these results is available in a pre-recorded message. It can be accessed by visiting investor.costco.com (click on “Events & Presentations”). This message will be available through 4:00 p.m. (PT) on Wednesday, February 11, 2026.

Costco currently operates 924 warehouses, including 634 in the United States and Puerto Rico, 114 in Canada, 42 in Mexico, 37 in Japan, 29 in the United Kingdom, 20 in Korea, 15 in Australia, 14 in Taiwan, seven in China, five in Spain, three in France, two in Sweden, and one each in Iceland, and New Zealand. Costco also operates e-commerce sites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan and Australia.

Certain statements contained in this document and the pre-recorded message constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health-care costs and wages), workforce interruptions, energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to environmental and social matters, public-health related factors, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP.

CONTACTS: Costco Wholesale Corporation

Josh Dahmen, 425/313-8254

Andrew Yoon, 425/313-6305

COST-Sales

Posted on February 4, 2026 4:26 pm
Moelis & Company Reports Fourth Quarter and Full Year 2025 Financial Results; Declares Regular Quarterly Dividend of $0.65 Per Share and Board Approves New $300 Million Share Repurchase Authorization

Moelis & Company Reports Fourth Quarter and Full Year 2025 Financial Results; Declares Regular Quarterly Dividend of $0.65 Per Share and Board Approves New $300 Million Share Repurchase Authorization

Record fourth quarter revenues of $487.9 million, up 11% from the prior year period

Full year 2025 GAAP revenues of $1,516.8 million; full year 2025 Adjusted revenues of $1,535.9 million, up 28% from the prior year

GAAP net income of $1.10 per share (diluted) for the fourth quarter of 2025 and $2.94 per share (diluted) for the full year; Adjusted net income of $1.13 per share (diluted) for the fourth quarter and $2.99 per share (diluted) for the full year

Fourth quarter Adjusted pre-tax margin of 28.6%; full year 2025 Adjusted pre-tax margin of 21.5% vs. 16.4% in 2024

Continued to execute on our growth strategy:

In 2025, we promoted 12 advisory professionals to Managing Director and hired nine Managing Directors

In early 2026, we promoted 13 advisory professionals to Managing Director

Additionally, one Managing Director focused on private credit secondaries will join our Private Capital Advisory team in the coming weeks

Strong balance sheet with cash and short-term investments of $848.8 million and no debt or goodwill

Declared regular quarterly dividend of $0.65 per share

Board of Directors approved a share repurchase authorization of up to $300.0 million

With respect to the 2025 performance year, we will have returned $283.6 million of capital to shareholders through dividends and share repurchases

NEW YORK–(BUSINESS WIRE)–
Moelis & Company (NYSE:MC) today reported financial results for the fourth quarter and full year ended December 31, 2025. The Firm’s fourth quarter revenues were $487.9 million and represented an increase of 11% from the prior year period. The Firm reported fourth quarter GAAP net income of $99.0 million, or $1.10 per share (diluted). On an Adjusted basis, the Firm reported net income of $97.6 million and $1.13 per share (diluted) for the fourth quarter of 2025, as compared with net income of $99.0 million, or $1.18 per share (diluted), in the prior year period.

The Firm’s full year 2025 GAAP revenues were $1,516.8 million. On an Adjusted basis, the Firm’s full year 2025 revenues were $1,535.9 million and represented an increase of 28% from the prior year. The Firm reported full year 2025 GAAP net income of $259.6 million, or $2.94 per share (diluted). On an Adjusted basis, the Firm reported net income of $256.4 million, or $2.99 per share (diluted) for full year 2025, as compared with net income of $150.4 million, or $1.82 per share (diluted), in the prior year. GAAP and Adjusted net income in full year 2025 include a net tax benefit of approximately $0.28 per share (diluted) related to the settlement of share-based awards.

“Our 2025 performance reflects strong momentum across the Firm and the strongest coverage platform in our history. As we enter 2026, we are well positioned to drive growth and deliver long-term value for our clients, shareholders, and team,” said Navid Mahmoodzadegan, Chief Executive Officer and Co-Founder.

The Firm’s revenues and net income can fluctuate materially depending on the number, size and timing of completed transactions as well as other factors. Accordingly, financial results in any particular quarter may not be representative of future results over a longer period of time.

Currently 92% of the operating partnership (Moelis & Company Group LP) is owned by the corporate partner (Moelis & Company) and is subject to corporate U.S. federal and state income tax. The remaining 8% is owned by other partners of Moelis & Company Group LP and is primarily subject to U.S. federal tax at the partner level (certain state, local and foreign income taxes are incurred at the company level). The Adjusted results included herein apply certain adjustments from our GAAP results, including the assumption that 100% of the Firm’s operating result was taxed at our corporate effective tax rate. We believe the Adjusted results, when presented together with comparable GAAP results, are useful to investors to compare our performance across periods and to better understand our operating results. A reconciliation between our GAAP results and our Adjusted results is presented in the Appendix to this press release.

GAAP and Adjusted (non-GAAP) Selected Financial Data (Unaudited)

GAAP

Adjusted (non-GAAP)*

Three Months Ended December 31,

($ in thousands except per share data)

2025

2024

Variance

2025

2024

Variance

Revenues

$

487,935

$

438,719

11%

$

487,935

$

438,719

11%

Income (loss) before income taxes

137,966

137,546

—

139,648

137,806

1%

Provision (benefit) for income taxes

38,950

37,701

3%

42,062

38,836

8%

Net income (loss)

99,016

99,845

-1%

97,586

98,970

-1%

Net income (loss) attributable to noncontrolling interests

11,151

10,446

7%

—

—

N/M

Net income (loss) attributable to Moelis & Company

$

87,865

$

89,399

-2%

$

97,586

$

98,970

-1%

Diluted earnings (loss) per share

$

1.10

$

1.15

-4%

$

1.13

$

1.18

-4%

N/M = not meaningful

* See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP)

GAAP

Adjusted (non-GAAP)*

Year Ended December 31,

($ in thousands except per share data)

2025

2024

Variance

2025

2024

Variance

Revenues

$

1,516,796

$

1,194,545

27%

$

1,535,888

$

1,201,520

28%

Income (loss) before income taxes

327,471

196,012

67%

330,461

196,649

68%

Provision (benefit) for income taxes

67,854

44,521

52%

74,105

46,247

60%

Net income (loss)

259,617

151,491

71%

256,356

150,402

70%

Net income (loss) attributable to noncontrolling interests

26,580

15,471

72%

—

—

N/M

Net income (loss) attributable to Moelis & Company

$

233,037

$

136,020

71%

$

256,356

$

150,402

70%

Diluted earnings (loss) per share

$

2.94

$

1.78

65%

$

2.99

$

1.82

64%

N/M = not meaningful

* See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP)

Revenues

We earned revenues of $487.9 million in the fourth quarter of 2025, as compared with $438.7 million in the prior year period, representing an increase of 11%. The increase in fourth quarter revenues is attributable to an increase in average fees earned per completed transaction in M&A and Capital Markets, partially offset by a decline in Capital Structure Advisory, as compared with the prior year period.

For the year ended December 31, 2025, we earned GAAP revenues of $1,516.8 million, as compared with $1,194.5 million in the prior year. On an Adjusted basis, we earned revenues of $1,535.9 million in full year 2025, as compared with $1,201.5 million in the prior year, representing an increase of 28%. The increase in revenues in full year 2025 is attributable to an increase in average fees earned per completed transaction in M&A and Capital Markets, partially offset by a decline in Capital Structure Advisory, as compared with the prior year period.

We continue to execute on our strategy of organic growth, and in early 2026 we promoted 13 advisory professionals to Managing Director. As of the date of this release, we have 178 Managing Directors on our platform. Additionally, one Managing Director focused on private credit secondaries will join our Private Capital Advisory team in the coming weeks.

Expenses

The following tables set forth information relating to the Firm’s operating expenses.

GAAP

Adjusted (non-GAAP)*

Three Months Ended December 31,

($ in thousands)

2025

2024

Variance

2025

2024

Variance

Expenses:

Compensation and benefits

$

298,007

$

257,145

16

%

$

298,007

$

256,433

16

%

% of revenues

61.1

%

58.6

%

61.1

%

58.5

%

Non-compensation expenses

$

61,920

$

50,063

24

%

$

60,444

$

50,063

21

%

% of revenues

12.7

%

11.4

%

12.4

%

11.4

%

Total operating expenses

$

359,927

$

307,208

17

%

$

358,451

$

306,496

17

%

% of revenues

73.8

%

70.0

%

73.5

%

69.9

%

* See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP)

GAAP

Adjusted (non-GAAP)*

Year Ended December 31,

($ in thousands)

2025

2024

Variance

2025

2024

Variance

Expenses:

Compensation and benefits

$

1,017,076

$

830,151

23

%

$

1,010,615

$

829,045

22

%

% of revenues

67.1

%

69.5

%

65.8

%

69.0

%

Non-compensation expenses

$

225,857

$

191,449

18

%

$

223,709

$

191,449

17

%

% of revenues

14.9

%

16.0

%

14.6

%

15.9

%

Total operating expenses

$

1,242,933

$

1,021,600

22

%

$

1,234,324

$

1,020,494

21

%

% of revenues

81.9

%

85.5

%

80.4

%

84.9

%

* See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP)

Total operating expenses on a GAAP basis were $359.9 million for the fourth quarter of 2025 and $1,242.9 million for the year ended December 31, 2025. On an Adjusted basis, operating expenses were $358.5 million for the fourth quarter of 2025, as compared with $306.5 million in the prior year period, and $1,234.3 million for the full year, as compared with $1,020.5 million in the prior year. The increase in operating expenses in the fourth quarter and full year 2025 is attributable to increased compensation and benefits expenses and non-compensation expenses as compared with the prior year periods.

Compensation and benefits expenses on a GAAP basis were $298.0 million for the fourth quarter of 2025 and $1,017.1 million for the year ended December 31, 2025. On an Adjusted basis, compensation and benefits expenses were $298.0 million for the fourth quarter of 2025, as compared with $256.4 million in the prior year period, and $1,010.6 million for the full year, as compared with $829.0 million in the prior year. The increase in Adjusted compensation and benefits expenses during both current year periods is primarily attributable to a higher bonus expense accrual, as a result of higher revenues earned, and increased headcount, as compared with both prior year periods.

Non-compensation expenses on a GAAP basis were $61.9 million for the fourth quarter of 2025 and $225.9 million for the year ended December 31, 2025. On an Adjusted basis, non-compensation expenses for the fourth quarter of 2025 were $60.4 million, as compared with $50.1 million in the prior year period. For full year 2025, Adjusted non-compensation expenses were $223.7 million, as compared with $191.4 million in the prior year. The increase in Adjusted non-compensation expenses for the fourth quarter and full year 2025 is primarily attributable to increased deal-related travel and entertainment expenses, including client conferences, occupancy costs, and communication and technology expenses.

Other Income (Expenses)

GAAP

Adjusted (non-GAAP)*

Three Months Ended December 31,

($ in thousands)

2025

2024

Variance

2025

2024

Variance

Other income (expenses)

$

9,958

$

6,035

65

%

$

10,164

$

5,583

82

%

* See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP)

GAAP

Adjusted (non-GAAP)*

Year Ended December 31,

($ in thousands)

2025

2024

Variance

2025

2024

Variance

Other income (expenses)

$

53,608

$

23,067

132

%

$

28,897

$

15,623

85

%

* See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP)

Other income on a GAAP basis was $10.0 million for the fourth quarter of 2025 and $53.6 million for the year ended December 31, 2025. On an Adjusted basis, other income was $10.2 million for the fourth quarter of 2025, as compared with $5.6 million in the prior year period, and $28.9 million for the full year, as compared with $15.6 million in the prior year. The increase in Adjusted other income for the fourth quarter and full year 2025 is primarily attributable to higher net gains and income on financial assets.

In the third quarter of 2025, we recorded a gain of $19.1 million related to the sale of 5.0 million shares of our investment in MA Financial Group Limited. The gain of $19.1 million is included within Adjusted revenues and the adjustment did not impact our GAAP or Adjusted earnings per share.

Provision for Income Taxes

The corporate partner (Moelis & Company) currently owns 92% of the operating partnership (Moelis & Company Group LP) and is subject to corporate U.S. federal and state income tax on its allocable share of earnings. The remaining 8% of activity is subject to certain state, local and foreign income taxes (including New York City Unincorporated Business Tax), which is accounted for at the partner level through the noncontrolling interests. For Adjusted purposes, we have assumed that 100% of the Firm’s fourth quarter and full year 2025 operating results were taxed at our corporate effective tax rate of 30.1% and 22.4%, respectively, after taking into account the excess tax benefit of $24.3 million for the full year related to the delivery of equity-based compensation. Without the excess tax benefit of equity-based compensation, our effective corporate tax rate for the full year is 29.8%.

Capital Management and Balance Sheet

Moelis & Company continues to maintain a strong financial position, and as of December 31, 2025, we held cash and liquid investments of $848.8 million and had no debt or goodwill on our balance sheet.

The Board of Directors of Moelis & Company declared a regular quarterly dividend of $0.65 per share. The $0.65 per share will be paid on March 26, 2026 to common stockholders of record on February 17, 2026. During the fourth quarter of 2025, we repurchased approximately 0.7 million shares of our common stock on the open market at an average price of $62.96/share. In full year 2025, we repurchased approximately 0.9 million shares of our common stock on the open market at an average price of $64.31/share, for a total cost of $61.0 million. With respect to the 2025 performance year, we will have returned $283.6 million in capital to shareholders through dividends and share repurchases.

In order to continue to execute on our capital management strategy, the Board of Directors approved a share repurchase authorization of up to $300.0 million with no expiration date. There is $1.5 million remaining under the prior authorization.

Earnings Call

We will host a conference call beginning at 5:00pm ET on Wednesday, February 4, 2026, accessible via telephone and the internet. Navid Mahmoodzadegan, Chief Executive Officer and Co-Founder, and Chris Callesano, Chief Financial Officer, will review our fourth quarter and full year 2025 financial results. Following the review, there will be a question and answer session.

Investors and analysts may participate in the live conference call by dialing 1-888-300-4150 (domestic) or 1-646-970-1530 (international) and using access code 8014191. Please dial in 15 minutes before the conference call begins. The conference call will also be accessible as a listen-only audio webcast through the Investor Relations section of the Moelis & Company website at www.moelis.com.

For those unable to listen to the live broadcast, a replay of the call will be available for one month via telephone starting approximately one hour after the live call ends. The replay can be accessed at 1-800-770-2030 (domestic) or 1-609-800-9909 (international); the conference number is 8014191.

About Moelis & Company

Moelis & Company (“Moelis”) is a leading global independent investment bank that provides innovative strategic advice and solutions to a diverse client base, including corporations, governments and financial sponsors. The Firm assists its clients in achieving their strategic goals by offering comprehensive integrated financial advisory services across all major industry sectors. Moelis’s experienced professionals advise clients on their most critical decisions, including mergers and acquisitions, recapitalizations and restructurings, capital markets transactions, and other corporate finance matters. The Firm serves its clients from locations across North and South America, Europe, the Middle East, and Asia-Pacific. For further information, please visit: www.moelis.com.

Forward-Looking Statements

This press release contains forward-looking statements, which reflect the Firm’s current views with respect to, among other things, its operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “target,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are based on certain assumptions and estimates and subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include, but are not limited to, those described under “Risk Factors” discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, subsequent reports filed on Form 10-Q and our other filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release. In addition, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results. The Firm undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Non-GAAP Financial Measures

The Company prepares its consolidated financial statements using accounting principles generally accepted in the United States (GAAP). From time to time, the Company may disclose certain “non-GAAP financial measures” in the course of its earnings releases, earnings conference calls, financial presentations and otherwise. The Securities and Exchange Commission defines a “non-GAAP financial measure” as a numerical measure of historical or future financial performance, financial position, or cash flows that is subject to adjustments that effectively exclude, or include amounts from the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures disclosed by the Company are provided as additional information to analysts, investors and other stakeholders in order to provide them with greater transparency about, or an alternative method for assessing our financial condition, operating results, or capital adequacy. Adjusted results are a non-GAAP financial measure which provide additional information on management’s view of operating results. These measures are not in accordance with, or a substitute for GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. Whenever we refer to a non-GAAP financial measure, we will also generally define it or present the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference and such comparable GAAP financial measure.

The Company’s Adjusted revenues includes amounts reflected within other income (expenses) which are considered the equivalent of revenues for compensation. Such adjustments may include gains on founder investments where our employees and the Moelis advisory platform contributed meaningfully to the value creation; or the mark-to-market impact of equity instruments held by the Company that were originally received as payment for our banking services and included in revenues. We believe these adjustments are useful to allow comparability of period-to-period operating performance and compensation levels.

The Company’s Adjusted compensation and benefits expenses may include adjustments reflected within other income (expenses) associated with compensation awards forfeited or returned to the Company by former employees. Management views the credits associated with such forfeitures as an offset to compensation and benefits expenses since the Firm will utilize the forfeited economics to recruit and or retain talent. We believe the netted presentation of forfeiture credits and compensation expenses is useful to allow comparability of period-to-period operating performance.

The Company’s Adjusted non-compensation expenses and other income (expenses) may exclude certain one-time items that reduce the comparability of our operating performance as well as the amounts related to revenues and compensation and benefits expenses discussed above and adjustments to our provision for income taxes discussed below. Such adjustments increase the comparability of our financial performance across reporting periods and versus our peers.

The Company’s Adjusted provision (benefit) for income taxes is adjusted to illustrate the result as if 100% of the Firm’s income is being taxed at our corporate effective tax rates for the periods presented. Adjusted provision (benefit) for income taxes periodically includes the tax impact related to the settlement of share-based awards, the reclassification of Tax Receivable liability adjustments, or adjustments to our deferred tax assets and liabilities that occur in connection with new tax legislation. Such adjustments increase the comparability of our financial performance across reporting periods and versus our peers.

The Company’s Adjusted basic and diluted shares of Class A common stock outstanding is presented for each period as if all outstanding Class A partnership units have been exchanged into Class A common stock. The Adjusted presentation helps analysts, investors, and other stakeholders understand the effect of the Firm’s ownership structure on its results, including the impact of all the Firm’s income becoming subject to corporate-level tax.

Appendix

GAAP Consolidated Statement of Operations (Unaudited)

Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information (Unaudited)

Moelis & Company

GAAP Consolidated Statement of Operations

Unaudited

(dollars in thousands, except for share and per share data)

Three Months Ended December 31,

Year Ended December 31,

2025

2024

2025

2024

Revenues

$

487,935

$

438,719

$

1,516,796

$

1,194,545

Expenses

Compensation and benefits

298,007

257,145

1,017,076

830,151

Occupancy

10,254

8,337

35,169

29,908

Professional fees

9,566

6,485

29,768

27,056

Communication, technology and information services

15,158

13,465

56,850

50,573

Travel and related expenses

15,691

10,799

57,670

40,054

Depreciation and amortization

3,364

2,833

11,879

10,444

Other expenses

7,887

8,144

34,521

33,414

Total Expenses

359,927

307,208

1,242,933

1,021,600

Operating income (loss)

128,008

131,511

273,863

172,945

Other income (expenses)

9,958

6,035

53,608

23,067

Income (loss) before income taxes

137,966

137,546

327,471

196,012

Provision (benefit) for income taxes

38,950

37,701

67,854

44,521

Net income (loss)

99,016

99,845

259,617

151,491

Net income (loss) attributable to noncontrolling interests

11,151

10,446

26,580

15,471

Net income (loss) attributable to Moelis & Company

$

87,865

$

89,399

$

233,037

$

136,020

Weighted-average shares of Class A common stock outstanding

Basic

75,095,647

72,467,399

75,028,237

71,876,838

Diluted

79,615,876

77,734,437

79,232,743

76,611,948

Net income (loss) attributable to holders of shares of Class A common stock per share

Basic

$

1.17

$

1.23

$

3.11

$

1.89

Diluted

$

1.10

$

1.15

$

2.94

$

1.78

Moelis & Company

Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information

Unaudited

(dollars in thousands, except share and per share data)

Three Months Ended December 31, 2025

Adjusted items

GAAP

Adjustments

Adjusted

(non-GAAP)

Non-compensation expenses

61,920

(1,476

)

(a)

60,444

Other income (expenses)

9,958

206

(b)

10,164

Income (loss) before income taxes

137,966

1,682

139,648

Provision (benefit) for income taxes

38,950

3,112

(b)(c)

42,062

Net income (loss)

99,016

(1,430

)

97,586

Net income (loss) attributable to noncontrolling interests

11,151

(11,151

)

(d)

—

Net income (loss) attributable to Moelis & Company

$

87,865

$

9,721

$

97,586

Weighted-average shares of Class A common stock outstanding

Basic

75,095,647

6,439,926

(d)

81,535,573

Diluted

79,615,876

6,439,926

(d)

86,055,802

Net income (loss) attributable to holders of shares of Class A common stock per share

Basic

$

1.17

$

1.20

Diluted

$

1.10

$

1.13

(a)

Reflects an adjustment of $1.5 million related to expenses for new United Kingdom office space currently under construction. This adjustment for duplicate expenses will cease once the current location is vacated and the new space is occupied which is anticipated to commence during Q2 2026.

(b)

Tax Receivable Agreement (“TRA”) liability adjustments are made to other income (expenses) for GAAP purposes. Any adjustment related to the TRA liability is reclassified to the provision for income tax line and such adjustment for the period was expense of $0.2 million.

(c)

An adjustment has been made to illustrate the result as if 100% of the Firm’s income is being taxed at our corporate effective tax rate for the period stated, resulting in a net tax expense of $42.1 million. Our Adjusted tax provision excludes any benefits or costs related to the adjustment to the TRA liabilities originated from past partnership unit exchanges; such adjustment for this period was a net expense of $0.2 million, which is not included in the corporate tax provision for the period presented.

(d)

Assumes all outstanding Class A partnership units have been exchanged into Class A common stock.

Moelis & Company

Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information

Unaudited

(dollars in thousands, except share and per share data)

Three Months Ended December 31, 2024

Adjusted items

GAAP

Adjustments

Adjusted

(non-GAAP)

Compensation and benefits

257,145

(712

)

(a)

256,433

Other income (expenses)

6,035

(452

)

(a)(b)

5,583

Income (loss) before income taxes

137,546

260

137,806

Provision (benefit) for income taxes

37,701

1,135

(b)(c)

38,836

Net income (loss)

99,845

(875

)

98,970

Net income (loss) attributable to noncontrolling interests

10,446

(10,446

)

(d)

—

Net income (loss) attributable to Moelis & Company

$

89,399

$

9,571

$

98,970

Weighted-average shares of Class A common stock outstanding

Basic

72,467,399

6,096,785

(d)

78,564,184

Diluted

77,734,437

6,096,785

(d)

83,831,222

Net income (loss) attributable to holders of shares of Class A common stock per share

Basic

$

1.23

$

1.26

Diluted

$

1.15

$

1.18

(a)

Reflects a reclassification of $0.7 million of other income (expenses) to compensation and benefits associated with the forfeiture or return of compensation by former employees.

(b)

TRA liability adjustments are made to other income (expenses) for GAAP purposes. Any adjustment related to the TRA liability is reclassified to the provision for income tax line and such adjustment for the period was expense of $0.3 million.

(c)

An adjustment has been made to illustrate the result as if 100% of the Firm’s income is being taxed at our corporate effective tax rate for the period stated, together with the tax benefit related to the settlement of share-based awards of $0.4 million, we have a net tax expense of $38.8 million. Our Adjusted tax provision excludes any benefits or costs related to the adjustment to the step-up in tax basis in Group LP assets and TRA liabilities in connection with past partnership unit exchanges; such adjustment for this period was a net expense of $0.3 million, which is not included in the corporate tax provision for the period presented.

(d)

Assumes all outstanding Class A partnership units have been exchanged into Class A common stock.

Moelis & Company

Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information

Unaudited

(dollars in thousands, except share and per share data)

Year Ended December 31, 2025

Adjusted items

GAAP

Adjustments

Adjusted

(non-GAAP)

Revenues

$

1,516,796

$

19,092

(a)

$

1,535,888

Compensation and benefits

1,017,076

(6,461)

(b)

1,010,615

Non-compensation expenses

225,857

(2,148)

(c)

223,709

Other income (expenses)

53,608

(24,711)

(a)(b)(d)

28,897

Income (loss) before income taxes

327,471

2,990

330,461

Provision (benefit) for income taxes

67,854

6,251

(d)(e)

74,105

Net income (loss)

259,617

(3,261)

256,356

Net income (loss) attributable to noncontrolling interests

26,580

(26,580)

(f)

—

Net income (loss) attributable to Moelis & Company

$

233,037

$

23,319

$

256,356

Weighted-average shares of Class A common stock outstanding

Basic

75,028,237

6,466,250

(f)

81,494,487

Diluted

79,232,743

6,466,250

(f)

85,698,993

Net income (loss) attributable to holders of shares of Class A common stock per share

Basic

$

3.11

$

3.15

Diluted

$

2.94

$

2.99

(a)

Reflects a reclassification of $19.1 million of other income to revenues related to a gain associated with the Firm’s sale of 5.0 million shares of MA Financial Group Limited.

(b)

Reflects a reclassification of $6.5 million of other income to compensation and benefits expense associated with the forfeiture or return of compensation by former employees.

(c)

Reflects an adjustment of $2.1 million related to expenses for new United Kingdom office space currently under construction. This adjustment for duplicate expenses will cease once the current location is vacated and the new space is occupied which is anticipated to commence during Q2 2026.

(d)

TRA liability adjustments are made to other income (expenses) for GAAP purposes. Any adjustment related to the TRA liability is reclassified to the provision for income tax line and such adjustment for the period was expense of $0.8 million.

(e)

An adjustment has been made to illustrate the result as if 100% of the Firm’s income is being taxed at our corporate effective tax rate for the period stated, together with the tax benefit related to the settlement of share-based awards of $24.3 million, we have a net tax expense of $74.1 million. Our Adjusted tax provision excludes any benefits or costs related to the adjustment to the TRA liabilities originated from past partnership unit exchanges; such adjustment for this period was a net expense of $0.8 million, which is not included in the corporate tax provision for the period presented.

(f)

Assumes all outstanding Class A partnership units have been exchanged into Class A common stock.

Moelis & Company

Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information

Unaudited

(dollars in thousands, except share and per share data)

Year Ended December 31, 2024

Adjusted items

GAAP

Adjustments

Adjusted

(non-GAAP)

Revenues

$

1,194,545

$

6,975

(a)

$

1,201,520

Compensation and benefits

830,151

(1,106)

(b)

829,045

Other income (expenses)

23,067

(7,444)

(a)(b)(c)

15,623

Income (loss) before income taxes

196,012

637

196,649

Provision (benefit) for income taxes

44,521

1,726

(c)(d)

46,247

Net income (loss)

151,491

(1,089)

150,402

Net income (loss) attributable to noncontrolling interests

15,471

(15,471)

(e)

—

Net income (loss) attributable to Moelis & Company

$

136,020

$

14,382

$

150,402

Weighted-average shares of Class A common stock outstanding

Basic

71,876,838

6,098,730

(e)

77,975,568

Diluted

76,611,948

6,098,730

(e)

82,710,678

Net income (loss) attributable to holders of shares of Class A common stock per share

Basic

$

1.89

$

1.93

Diluted

$

1.78

$

1.82

(a)

Reflects a reclassification of $7.0 million of other income to revenues related to a gain associated with the Firm’s sale of 5.0 million shares of MA Financial Group Limited.

(b)

Reflects a reclassification of $1.1 million of other income (expenses) to compensation and benefits associated with the forfeiture or return of compensation by former employees.

(c)

TRA liability adjustments are made to other income (expenses) for GAAP purposes. Any adjustment related to the TRA liability is reclassified to the provision for income tax line and such adjustment for the period was expense of $0.6 million.

(d)

An adjustment has been made to illustrate the result as if 100% of the Firm’s income is being taxed at our corporate effective tax rate for the period stated, together with the tax benefit related to the settlement of share-based awards of $13.0 million, we have a net tax expense of $46.2 million. Our Adjusted tax provision excludes any benefits or costs related to the adjustment to the step-up in tax basis in Group LP assets and TRA liabilities in connection with past partnership unit exchanges; such adjustment for this period was a net expense of $0.6 million, which is not included in the corporate tax provision for the period presented.

(e)

Assumes all outstanding Class A partnership units have been exchanged into Class A common stock.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260204867355/en/

Investor Contact:

Matt Tsukroff

Moelis & Company

t: + 1 212 883 3800

m: +1 917 526 2340

[email protected]

Media Contact:

Melissa Chiles

Moelis & Company

t: + 1 212 883 3583

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

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Posted on February 4, 2026 4:26 pm
Crown Castle Reports Fourth Quarter and Full Year 2025 Results and Provides Outlook for Full Year 2026

HOUSTON, Feb. 04, 2026 (GLOBE NEWSWIRE) — Crown Castle Inc. (NYSE: CCI) (“Crown Castle”) today reported results for the full year ended December 31, 2025 and issued its full year 2026 outlook, as reflected in the table below.

Full Year 2026 Full Year 2025

(dollars in millions, except per share amounts)
Current Outlook Midpoint^(a) Midpoint Growth
Rate Compared
to Full Year 2025
Actual Actual Actual Growth
Rate Compared
to Full Year 2024
Actual

Site rental revenues⁽^b⁾ $3,850 (5)% $4,049 (5)%

Net income (loss) $780 76% $444 N/A

Net income (loss) per share—diluted $1.80 78% $1.01 N/A

Adjusted EBITDA⁽^b⁾⁽^c⁾ $2,690 (6)% $2,863 (6)%

AFFO⁽^b⁾⁽^c⁾ $1,920 1% $1,904 (4)%

AFFO per share⁽^b⁾⁽^c⁾ $4.43 2% $4.36 (4)%

(a) Reflects midpoint of full year 2026 Outlook as issued on February 4, 2026.

(b) Excludes amounts related to the Fiber Business (as defined in “Non-GAAP Measures and Other Information“) which are presented in discontinued operations.

(c) See “Non-GAAP Measures and Other Information” for further information and reconciliation of non-GAAP financial measures to net income (loss), including on a per share basis.

“Our full year 2025 results exceeded the midpoint of our guide across all key metrics,” stated Chris Hillabrant, Crown Castle’s President and Chief Executive Officer. “When excluding DISH revenues and the impact of Sprint Cancellations, our full year 2026 Outlook includes organic growth of 3.5%, which compares to 3.8% in full year 2025 on a comparable basis. As we work to close our Fiber Business sale in the first half of 2026, we are reducing our tower and corporate workforce by approximately 20%, which together with other cost reductions, will result in approximately $65 million in annualized operating cost savings. We are investing in our systems, streamlining our processes to enhance operational flexibility, and continuing to drive productivity and efficiency across the business. We are also reaffirming our capital allocation framework and remain committed to our dividend, which we expect to maintain at $4.25 per share on an annualized basis.”

Actual Previous
2025
Outlook
Midpoint^(a) Actual
Compared
to Previous
Outlook
Midpoint

(dollars in millions, except per share amounts)
2025 2024 Change % Change

Site rental revenues^(b) $4,049 $4,268 $(219) (5)% $4,030 $19

Net income (loss) $444 $(3,903) $4,347 N/A $285 $159

Net income (loss) per share—diluted $1.01 $(8.98) $9.99 N/A $0.65 $0.36

Adjusted EBITDA^(b)(c) $2,863 $3,035 $(172) (6)% $2,835 $28

AFFO^(b)(c) $1,904 $1,980 $(76) (4)% $1,870 $34

AFFO per share^(b)(c) $4.36 $4.55 $(0.19) (4)% $4.29 $0.07

(a) Reflects midpoint of full year 2025 Outlook as issued on October 22, 2025.

(b) Excludes amounts related to the Fiber Business (as defined in “Non-GAAP Measures and Other Information“) which are presented in discontinued operations.

(c) See “Non-GAAP Measures and Other Information” for further information and reconciliation of non-GAAP financial measures to net income (loss), including on a per share basis.

HIGHLIGHTS FROM THE YEAR

Site rental revenues. Organic Contribution to Site Rental Billings was $193 million, or 4.9% organic growth from full year 2024, excluding an unfavorable $204 million impact from Sprint Cancellations. Site rental revenues were also negatively impacted by a $61 million decrease in amortization of prepaid rent and a $147 million decrease in straight-lined revenues, resulting in a decline in site rental revenues of $219 million, or 5.1% from full year 2024 to full year 2025. The following table outlines the components of Organic Contribution to Site Rental Billings, excluding the impact of Sprint Cancellations, and the respective percentage of prior period site rental billings.

($ in millions; totals may not sum due to rounding) Full Year 2025 Actual Full Year 2024 Actual Change % Change

Core leasing activity⁽^a⁾ $118 3.0% $110 2.9% $8 0.1%

Escalators $96 2.5% $92 2.4% $4 0.1%

Non-renewals⁽^a⁾ $(27) (0.7)% $(31) (0.8)% $4 0.1%

Change in other billings⁽^a⁾ $5 0.1% $(2) —% $7 0.1%

Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations⁽^a⁾ $193 4.9% $170 4.5% $23 0.4%

(a) See “Non-GAAP Measures and Other Information” for our definitions of core leasing activity, non-renewals, other billings and Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations.

Net income (loss). Net income (loss) for the full year 2025 was $444 million compared to $(3.9) billion for full year 2024, reflecting a decrease in the loss from discontinued operations of $4.4 billion, primarily due to the absence of the $5.0 billion goodwill impairment charge recorded in 2024.

Adjusted EBITDA. Full year 2025 Adjusted EBITDA was $2.9 billion compared to $3.0 billion for the full year 2024. The decrease in the year was primarily a result of the lower contribution from site rental revenues, as discussed above, partially offset by a $18 million increase in services contribution, and a $52 million decrease in selling, general, and administrative costs primarily driven by the absence of advisory fees incurred during full year 2024 and the reduction in staffing levels and office closures announced in June 2024.

AFFO and AFFO per share. Full year 2025 AFFO was $1.9 billion, or $4.36 per share, representing a 4% decrease from full year 2024.

Capital expenditures. Capital expenditures from continuing operations during the year were $182 million, comprised of $149 million of discretionary capital expenditures and $33 million of sustaining capital expenditures. The $182 million of capital expenditures increased 3% compared to $176 million of capital expenditures during full year 2024.

Common stock dividend. During the year, Crown Castle paid common stock dividends of approximately $2.1 billion in the aggregate, or $4.75 per common share, a decrease of 24% on a per share basis from the same period a year ago.

“Our full year 2025 financial and operational results reflect the efficiencies we are driving across the business,” stated Sunit Patel, Crown Castle’s Chief Financial Officer. “In 2026, we expect to offset headwinds from DISH terminations and Sprint Cancellations at the bottom-line with growth in the underlying business, operating costs reductions, and lower interest expense as we repay debt using proceeds from the Fiber Business sale. Consistent with our capital allocation framework and considering the impact of DISH Terminations, we expect to repurchase approximately $1 billion of shares and repay approximately $7 billion of debt following the Fiber Business sale close. We ended the quarter with significant liquidity and flexibility, including approximately 84% fixed rate debt, a weighted average debt maturity of approximately 6 years, and approximately $4.1 billion of availability under our revolving credit facility.”

OUTLOOK

This Outlook section contains forward-looking statements, and actual results may differ materially. Information regarding potential risks which could cause actual results to differ from the forward-looking statements herein is set forth below and in Crown Castle’s filings with the SEC.
The following table sets forth Crown Castle’s current full year 2026 Outlook, which does not include contributions from the Fiber Business unless indicated otherwise. Additionally, full year 2026 Outlook reflects the following items:

Our full year 2026 Outlook does not include any contributions from DISH Wireless due to the termination of our contract with DISH Wireless announced on January 12, 2026.

We are reducing our tower and corporate workforce along with other costs, resulting in a $65 million reduction in annualized run-rate operating costs as compared to 2025 levels, and $55 million of cost savings in full year 2026 due to timing.

We expect to repurchase approximately $1 billion of shares and repay approximately $7 billion of debt following the Fiber Business sale close, which is assumed to occur on June 30, 2026.

(in millions, except per share amounts) Full Year 2026^(a)

Site rental billings⁽^b⁾ $3,800 to $3,830

Amortization of prepaid rent 65 to 95

Straight-lined revenues (75) to (45)

Other revenues 15 to 15

Site rental revenues 3,828 to 3,873

Site rental costs of operations⁽^c⁾ 978 to 1,023

Services and other gross margin 90 to 120

Net income (loss)⁽^d⁾ 640 to 920

Net income (loss) per share—diluted⁽^d⁾ 1.48 to 2.12

Adjusted EBITDA⁽^b⁾ 2,665 to 2,715

Depreciation, amortization and accretion 627 to 722

Interest expense and amortization of deferred financing costs, net⁽^e⁾ 832 to 877

Income (loss) from discontinued operations, net of tax⁽^f⁾ (360) to (80)

FFO⁽^b⁾ 1,640 to 1,670

AFFO⁽^b⁾ 1,895 to 1,945

AFFO per share⁽^b⁾ 4.38 to 4.49

Discretionary capital expenditures⁽^b⁾ 150 to 250

Discretionary capital expenditures from discontinued operations⁽^b⁾⁽^g⁾ $480 to $580

(a) As issued on February 4, 2026.

(b) See “Non-GAAP Measures and Other Information” for further information and reconciliation of non-GAAP financial measures to net income (loss), including on a per share basis, and for definition of site rental billings and discretionary capital expenditures.

(c) Exclusive of depreciation, amortization and accretion.

(d) Includes contribution from discontinued operations through June 30, 2026.

(e) See “Non-GAAP Measures and Other Information” for the reconciliation of “Outlook for Components of Interest Expense.”

(f) Represents expected results from the Fiber Business, including the estimated loss on disposal, through June 30, 2026.

(g) Represents discretionary capital expenditures for the Fiber Business through June 30, 2026.

The following chart reconciles the components contributing to the expected 2026 decrease in site rental revenues.

Full year 2026 Organic Contribution to Site Rental Billings, excluding the impact of DISH Terminations and Sprint Cancellations, is expected to be approximately $130 million or 3.3% at the midpoint. This figure increases to 3.5% if DISH revenues are excluded from prior year site rental billings. This figure for 2025 was 3.8% year-over-year on a comparable basis excluding DISH revenues from prior year.

DISH Terminations and Sprint Cancellations are expected to be $240 million for full year 2026, including $220 million of DISH Terminations and $20 million of Sprint Cancellations.

After accounting for the impact of DISH Terminations and Sprint Cancellations, Organic Contribution to Site Rental Billings is expected to be approximately ($110) million for full year 2026.

Straight-line site rental revenues are expected to decrease by approximately $70 million for full year 2026.

Prepaid rent amortization is expected to decrease by approximately $20 million for full year 2026.

The chart below reconciles the components of expected growth in AFFO from 2025 to 2026 of approximately $15 million at the midpoint.

Expenses are expected to decrease by approximately $25 million as staffing and other cost reductions drive approximately $50 million of expense savings in full year 2026, partially offset by standard increases to the remaining cost base.

Services contribution is expected to increase by approximately $5 million at the midpoint, as service activity levels similar to 2025 are complemented by $5 million of expense savings from the workforce reduction.

Interest expense is expected to decrease by approximately $120 million from the repayment of approximately $7 billion of outstanding debt following the anticipated closing the Fiber Business sale.

Other items are expected to decrease by approximately $25 million, primarily driven by a decrease in amortization of prepaid rent.

Full year 2026 discretionary capital expenditures are expected to be $150 million to $250 million, and prepaid rent additions are expected to be $30 million to $50 million.

Additional information is available in Crown Castle’s quarterly Supplemental Information Package posted in the Investors section of our website.

CONFERENCE CALL DETAILS

Crown Castle has scheduled a conference call for Wednesday, February 4, 2026, at 4:30 p.m. Eastern time to discuss its full year 2025 results. A listen only live audio webcast of the conference call, along with supplemental materials for the call, can be accessed on the Crown Castle website at https://investor.crowncastle.com. Participants may join the conference call by dialing 833-816-1115 (Toll Free) or 412-317-0694 (International) at least 30 minutes prior to the start time. All dial-in participants should ask to join the Crown Castle call.
A replay of the webcast will be available on the Investor page of Crown Castle’s website until end of day, Thursday, February 4, 2027.

ABOUT CROWN CASTLE

Crown Castle owns, operates and leases approximately 40,000 cell towers and approximately 90,000 route miles of fiber supporting small cells and fiber solutions across every major U.S. market. This nationwide portfolio of communications infrastructure connects cities and communities to essential data, technology and wireless service – bringing information, ideas and innovations to the people and businesses that need them. For more information on Crown Castle, please visit www.crowncastle.com.

Non-GAAP Measures and Other Information

This press release includes presentations of Adjusted EBITDA, Adjusted Funds from Operations (“AFFO”), including per share amounts, Funds from Operations (“FFO”), including per share amounts, Organic Contribution to Site Rental Billings (including as Adjusted for Impact of Sprint Cancellations and as Adjusted for Impact of Sprint Cancellations and DISH Terminations), and Net Debt, which are non-GAAP financial measures. These non-GAAP financial measures are not intended as alternative measures of operating results or cash flow from operations (as determined in accordance with Generally Accepted Accounting Principles (“GAAP”)).

Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies, including other companies in the towers sector or other real estate investment trusts (“REITs”).

In addition to the non-GAAP financial measures used herein, we also provide the components of certain GAAP measures, such as site rental revenues and capital expenditures.

Our non-GAAP financial measures are presented as additional information because management believes these measures are useful indicators of the financial performance of our business. Among other things, management believes that:

Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is a financial measure frequently used by management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes that Adjusted EBITDA helps investors or other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of the towers sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion, which can vary depending upon accounting methods and the book value of assets. Adjusted EBITDA should be considered only as a supplement to net income (loss) computed in accordance with GAAP as a measure of our performance.

AFFO, including per share amounts, is useful to investors or other interested parties in evaluating our financial performance. Management believes that AFFO helps investors or other interested parties meaningfully evaluate our financial performance as it includes (1) the impact of our capital structure (primarily interest expense on our outstanding debt and dividends on our preferred stock (in periods where applicable)) and (2) sustaining capital expenditures, and excludes the impact of our (1) asset base (primarily depreciation, amortization and accretion) and (2) certain non-cash items, including straight-lined revenues and expenses related to fixed escalations and rent free periods. GAAP requires rental revenues and expenses related to leases that contain specified rental increases over the life of the lease to be recognized evenly over the life of the lease. In accordance with GAAP, if payment terms call for fixed escalations or rent free periods, the (1) revenues are recognized on a straight-lined basis over the fixed, non-cancelable term of the tenant contract, and (2) expenses are recognized on a straight-lined basis over the estimated lease term including renewal options that are reasonably certain to be exercised. Management notes that Crown Castle uses AFFO only as a performance measure. AFFO should be considered only as a supplement to net income (loss) computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flow from operations or as residual cash flow available for discretionary investment.

FFO, including per share amounts, is useful to investors or other interested parties in evaluating our financial performance. Management believes that FFO may be used by investors or other interested parties as a basis to compare our financial performance with that of other REITs. FFO helps investors or other interested parties meaningfully evaluate financial performance by excluding the impact of our asset base (primarily real estate depreciation, amortization and accretion). FFO is not a key performance indicator used by Crown Castle. FFO should be considered only as a supplement to net income (loss) computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flow from operations.

Organic Contribution to Site Rental Billings (also referred to as organic growth) is useful to investors or other interested parties in understanding the components of the year-over-year changes in our site rental revenues computed in accordance with GAAP. Management uses Organic Contribution to Site Rental Billings to assess year-over-year growth rates for our rental activities, to evaluate current performance, to capture trends in rental rates, core leasing activities and tenant non-renewals in our core business, as well as to forecast future results. Separately, we are also disclosing Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations and Organic Contribution to Site Rental Billings as Adjusted for Sprint Cancellations and DISH Terminations, which are outside of ordinary course, to provide further insight into our results of operations and underlying trends. Management believes that identifying the impact of Sprint Cancellations and DISH Terminations provides increased transparency and comparability across periods. Organic Contribution to Site Rental Billings (including as Adjusted for Impact of Sprint Cancellations and as Adjusted for Impact of Sprint Cancellations and DISH Terminations) is not meant as an alternative measure of revenue and should be considered only as a supplement in understanding and assessing the performance of our site rental revenues computed in accordance with GAAP.

Net Debt is useful to investors or other interested parties in evaluating our overall debt position and future debt capacity. Management uses Net Debt in assessing our leverage. Net Debt is not meant as an alternative measure of debt and should be considered only as a supplement in understanding and assessing our leverage.

Non-GAAP Financial Measures

Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) plus restructuring charges (credits), asset write-down charges, goodwill impairment charges, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, (income) loss from discontinued operations, net of tax, cumulative effect of a change in accounting principle and stock-based compensation expense, net.

AFFO. We define AFFO as FFO before straight-lined revenues, straight-lined expenses, stock-based compensation expense, net, non-cash portion of tax provision, non-real estate related depreciation, amortization and accretion, amortization of non-cash interest expense, other (income) expense, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, acquisition and integration costs, restructuring charges (credits), cumulative effect of a change in accounting principle and adjustments for noncontrolling interests, less sustaining capital expenditures.

AFFO per share. We define AFFO per share as AFFO divided by diluted weighted-average common shares outstanding.

FFO. We define FFO as net income (loss) plus real estate related depreciation, amortization and accretion, asset write-down charges, goodwill impairment charges, and (income) loss from discontinued operations, net of tax, less noncontrolling interest and cash paid for preferred stock dividends (in periods where applicable), and is a measure of funds from operations attributable to common stockholders.

FFO per share. We define FFO per share as FFO divided by diluted weighted-average common shares outstanding.

Organic Contribution to Site Rental Billings. We define Organic Contribution to Site Rental Billings (also referred to as organic growth) as the sum of the change in site rental revenues related to core leasing activity, escalators and other billings, including those associated with DISH Terminations, less non-renewals of tenant contracts and non-renewals associated with Sprint Cancellations and DISH Terminations. Additionally, Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations reflects Organic Contribution to Site Rental Billings plus non-renewals associated with Sprint Cancellations. Lastly, Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations and DISH Terminations reflects Organic Contribution to Site Rental Billings plus non-renewals associated with Sprint Cancellations, less Organic Contribution to Site Rental Billings associated with DISH Terminations.

Net Debt. We define Net Debt as (1) debt and other long-term obligations and (2) current maturities of debt and other obligations, excluding unamortized adjustments, net, less cash and cash equivalents and restricted cash and cash equivalents.

Other Definitions

Site rental billings. We define site rental billings as site rental revenues exclusive of the impacts from (1) straight-lined revenues, (2) amortization of prepaid rent in accordance with GAAP, (3) contribution from recent acquisitions until the one-year anniversary of such acquisitions, (4) other revenues, such as tenant cancellation fees, finance charges and other items and (5) amounts related to DISH Terminations, where applicable.

Core leasing activity. We define core leasing activity as site rental revenues growth from tenant additions and renewals or extensions of tenant contracts, exclusive of (1) the impacts from both straight-lined revenues and amortization of prepaid rent in accordance with GAAP, (2) other revenues and (3) amounts related to DISH Terminations, where applicable.

Other billings. We define other billings as the growth or reduction in site rental revenues as a result of non-recurring contractual billings and adjustments, expense recoveries, sales credits and other amounts not captured in core leasing activity, exclusive of amounts related to DISH Terminations, where applicable.

Non-renewals. We define non-renewals of tenant contracts as the reduction in site rental revenues as a result of tenant churn, terminations and, in limited circumstances, reductions of existing lease rates, exclusive of non-renewals associated with Sprint Cancellations and DISH Terminations, where applicable.

Discretionary capital expenditures. We define discretionary capital expenditures relating to continuing operations as those made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value. Discretionary capital expenditures, including with respect to discontinued operations, primarily consist of expansion or development of our communications infrastructure (including capital expenditures related to (1) enhancing communications infrastructure in order to add new tenants for the first time or support subsequent tenant equipment augmentations or (2) modifying the structure of a communications infrastructure asset to accommodate additional tenants) and construction of new communications infrastructure. Discretionary capital expenditures also include purchases of land interests (which primarily relates to land assets under towers as we seek to manage our interests in the land beneath our towers), certain technology-related investments necessary to support and scale future customer demand for our communications infrastructure, and other capital projects.

Sustaining capital expenditures. We define sustaining capital expenditures as those capital expenditures (including with respect to discontinued operations) not otherwise categorized as discretionary capital expenditures, such as (1) maintenance capital expenditures on our communications infrastructure assets that enable our tenants’ ongoing quiet enjoyment of the communications infrastructure and (2) ordinary corporate capital expenditures.

Sprint Cancellations. We define Sprint Cancellations as lease cancellations related to the previously disclosed T-Mobile US, Inc. and Sprint network consolidation as described in our press release dated April 19, 2023.

DISH Terminations. We define DISH Terminations as lease terminations related to the previously disclosed notice of default and termination that was sent to DISH Wireless L.L.C. (“DISH”) regarding our Master Lease Agreement and related agreements as described in our press release dated January 12, 2026.

Fiber Business. We define Fiber Business as the historically reported Fiber segment, prior to its reclassification to discontinued operations, together with certain supporting assets and personnel. Management has signed a definitive agreement (“Agreement”) to sell the Fiber Business with EQT Active Core Infrastructure fund (“EQT”) acquiring the small cells business and Zayo Group Holdings Inc. (“Zayo”) acquiring the fiber solutions business (“Transaction”) for $8.5 billion in aggregate, subject to certain closing adjustments. The Transaction is expected to close in the first half of 2026 subject to certain closing conditions and required government and regulatory approvals. Pending the closing of the Transaction, we will continue to operate the Fiber Business in accordance with the Agreement.

Reconciliation of Historical Adjusted EBITDA:

For the Three Months Ended For the Twelve Months Ended

(in millions; totals may not sum due to rounding) December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024

Net income (loss)^(a) $ 294 $ (4,768 ) $ 444 $ (3,903 )

Adjustments to increase (decrease) net income (loss):

Asset write-down charges 4 1 11 11

Depreciation, amortization and accretion 170 184 690 736

Restructuring charges^(b) — 3 — 70

Amortization of prepaid lease purchase price adjustments 4 4 15 16

Interest expense and amortization of deferred financing costs, net^(c) 246 240 972 932

Interest income (3 ) (5 ) (13 ) (20 )

Other (income) expense — 23 (3 ) 26

(Benefit) provision for income taxes 3 4 16 18

Stock-based compensation expense, net 17 15 73 84

(Income) loss from discontinued operations, net of tax^(d) (17 ) 5,077 659 5,065

Adjusted EBITDA
^(e)(f) $ 718 $ 777 $ 2,863 $ 3,035

Reconciliation of Current Outlook for Adjusted EBITDA:

Full Year 2026

(in millions; totals may not sum due to rounding) Outlook^(g)

Net income (loss)⁽^h⁾ $640 to $920

Adjustments to increase (decrease) net income (loss):

Asset write-down charges 10 to 20

Acquisition and integration costs (3) to 3

Depreciation, amortization and accretion 627 to 722

Restructuring charges 25 to 35

Amortization of prepaid lease purchase price adjustments 14 to 16

Interest expense and amortization of deferred financing costs, net⁽ⁱ⁾ 832 to 877

(Gains) losses on retirement of long-term obligations — to —

Interest income (15) to (15)

Other (income) expense 0 to 9

(Benefit) provision for income taxes 11 to 19

Stock-based compensation expense, net 88 to 92

(Income) loss from discontinued operations, net of tax⁽^j⁾ 80 to 360

Adjusted EBITDA
^(e)(f) $
2,665 to $
2,715

(a) Includes contribution from discontinued operations.

(b) Represents restructuring charges recorded for the periods presented related to (1) the Company’s restructuring plan announced in July 2023, as further discussed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Restructuring Plan”), and (2) the Company’s restructuring plan announced in June 2024, as further discussed in the Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Restructuring Plan”), as applicable for the respective period. For the three months and full year ended December 31, 2025, there were no charges related to the July 2023 Restructuring Plan or the June 2024 Restructuring Plan. For the full year ended December 31, 2024, there were $9 million and $61 million of restructuring charges related to the July 2023 Restructuring Plan and the June 2024 Restructuring Plan, respectively, relating to continuing operations.

(c) See the reconciliation of “Components of Interest Expense” for a discussion of non-cash interest expense.

(d) Represents results from the Fiber Business, including a loss on disposal of $262 million and $1.6 billion recorded in the three months and full year ended December 31, 2025, respectively.

(e) See discussion and our definition of Adjusted EBITDA in this “Non-GAAP Measures and Other Information.”

(f) The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.

(g) As issued on February 4, 2026.

(h) Includes contribution from discontinued operations through June 30, 2026.

(i) See the reconciliation of “Outlook for Components of Interest Expense” for a discussion of non-cash interest expense.

(j) Represents expected results from the Fiber Business, including the estimated loss on disposal, through June 30, 2026.

Reconciliation of Historical FFO and AFFO:

For the Three Months Ended For the Twelve Months Ended

(in millions; totals may not sum due to rounding) December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024

Net income (loss)^(a) $ 294 $ (4,768 ) $ 444 $ (3,903 )

Real estate related depreciation, amortization and accretion 161 173 650 690

Asset write-down charges 4 1 11 11

(Income) loss from discontinued operations, net of tax^(b) (17 ) 5,077 659 5,065

FFO
^(c)(d) $ 442 $ 483 $ 1,764 $ 1,863

Weighted-average common shares outstanding—diluted 437 435 437 434

FFO (from above) $ 442 $ 483 $ 1,764 $ 1,863

Adjustments to increase (decrease) FFO:

Straight-lined revenues 15 (20 ) (12 ) (160 )

Straight-lined expenses 14 15 58 65

Stock-based compensation expense, net 17 15 73 84

Non-cash portion of tax provision — 2 1 8

Non-real estate related depreciation, amortization and accretion 9 11 40 46

Amortization of non-cash interest expense 5 3 16 12

Other (income) expense — 23 (3 ) 26

Restructuring charges^(e) — 3 — 70

Sustaining capital expenditures (14 ) (12 ) (33 ) (34 )

AFFO
^(c)(d) $ 489 $ 523 $ 1,904 $ 1,980

Weighted-average common shares outstanding—diluted 437 435 437 434

(a) Includes contribution from discontinued operations.

(b) Represents results from the Fiber Business, including a loss on disposal of $262 million and $1.6 billion recorded in the three months and full year ended December 31, 2025, respectively.

(c) See discussion and our definitions of FFO and AFFO in this “Non-GAAP Measures and Other Information.”

(d) The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.

(e) Represents restructuring charges recorded for the periods presented related to the 2023 Restructuring Plan and the 2024 Restructuring Plan, as applicable, for the respective period. For the three months and full year ended December 31, 2025, there were no charges related to the July 2023 Restructuring Plan or the June 2024 Restructuring Plan. For the full year ended December 31, 2024, there were $9 million and $61 million of restructuring charges related to the July 2023 Restructuring Plan and the June 2024 Restructuring Plan, respectively, relating to continuing operations.

Reconciliation of Historical FFO and AFFO per share:

For the Three Months Ended For the Twelve Months Ended

(in millions, except per share amounts; totals may not sum due to rounding) December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024

Net income (loss)^(a) $ 0.67 $ (10.97 ) $ 1.02 $ (8.98 )

Real estate related depreciation, amortization and accretion 0.37 0.40 1.49 1.59

Asset write-down charges 0.01 — 0.03 0.03

(Income) loss from discontinued operations, net of tax^(b) (0.04 ) 11.67 1.51 11.64

FFO
^(c)(d) $ 1.01 $ 1.11 $ 4.04 $ 4.28

Weighted-average common shares outstanding—diluted 437 435 437 434

FFO (from above) $ 1.01 $ 1.11 $ 4.04 $ 4.28

Adjustments to increase (decrease) FFO:

Straight-lined revenues 0.03 (0.05 ) (0.03 ) (0.37 )

Straight-lined expenses 0.03 0.03 0.13 0.15

Stock-based compensation expense, net 0.04 0.03 0.17 0.20

Non-cash portion of tax provision — — — 0.02

Non-real estate related depreciation, amortization and accretion 0.02 0.03 0.09 0.11

Amortization of non-cash interest expense 0.01 0.01 0.04 0.03

Other (income) expense — 0.05 (0.01 ) 0.06

Restructuring charges^(e) — 0.01 — 0.16

Sustaining capital expenditures (0.03 ) (0.03 ) (0.08 ) (0.08 )

AFFO
^(c)(d) $ 1.12 $ 1.20 $ 4.36 $ 4.55

Weighted-average common shares outstanding—diluted 437 435 437 434

(a) Includes contribution from discontinued operations.

(b) Represents results from the Fiber Business, including a loss on disposal of $262 million and $1.6 billion recorded in the three months and full year ended December 31, 2025, respectively.

(c) See discussion and our definitions of FFO and AFFO, including per share amounts, in this “Non-GAAP Measures and Other Information.”

(d) The above reconciliation excludes line items included in our definition which are not applicable for the periods shown.

(e) Represents restructuring charges recorded for the periods presented related to the 2023 Restructuring Plan and the 2024 Restructuring Plan, as applicable, for the respective period. For the three months and full year ended December 31, 2025, there were no charges related to the July 2023 Restructuring Plan or the June 2024 Restructuring Plan. For the full year ended December 31, 2024, there were $9 million and $61 million of restructuring charges related to the July 2023 Restructuring Plan and the June 2024 Restructuring Plan, respectively, relating to continuing operations.

Reconciliation of Current Outlook for FFO and AFFO:

Full Year 2026 Full Year 2026

(in millions, except per share amounts; totals may not sum due to rounding) Outlook^(a) Outlook per Share^(a)

Net income (loss)^(b) $640 to $920 $1.48 to $2.12

Real estate related depreciation, amortization and accretion 600 to 680 1.39 to 1.57

Asset write-down charges 10 to 20 0.02 to 0.05

(Income) loss from discontinued operations, net of tax^(c) 80 to 360 0.18 to 0.83

FFO
^(d)(e) $
1,640 to $
1,670 $
3.79 to $
3.86

Weighted-average common shares outstanding—diluted 433 433

FFO (from above) $1,640 to $1,670 $3.79 to $3.86

Adjustments to increase (decrease) FFO:

Straight-lined revenues 45 to 75 0.10 to 0.17

Straight-lined expenses 45 to 65 0.10 to 0.15

Stock-based compensation expense, net 88 to 92 0.20 to 0.21

Non-cash portion of tax provision (8) to 8 (0.02) to 0.02

Non-real estate related depreciation, amortization and accretion 27 to 42 0.06 to 0.10

Amortization of non-cash interest expense 15 to 25 0.03 to 0.06

Other (income) expense 0 to 9 0.00 to 0.02

(Gains) losses on retirement of long-term obligations — to — — to —

Acquisition and integration costs (3) to 3 (0.01) to 0.01

Restructuring charges 25 to 35 0.06 to 0.08

Sustaining capital expenditures (45) to (25) (0.10) to (0.06)

AFFO
^(d)(e) $
1,895 to $
1,945 $
4.38 to $
4.49

Weighted-average common shares outstanding—diluted 433 433

(a) As issued on February 4, 2026.

(b) Includes contribution from discontinued operations through June 30, 2026.

(c) Represents expected results from the Fiber Business, including the estimated loss on disposal, through June 30, 2026.

(d) See discussion and our definitions of FFO and AFFO, including per share amounts, in this “Non-GAAP Measures and Other Information.”

(e) The above reconciliation excludes line items included in our definition which are not applicable for the period shown.

Components of Changes in Site Rental Revenues for the Quarters and Years Ended December 31, 2025 and 2024

^(a)
:

Three Months Ended
December 31, Twelve Months Ended
December 31,

(dollars in millions; totals may not sum due to rounding) 2025 2024 2025 2024

Components of changes in site rental revenues:

Prior year site rental billings^(b) $ 1,006 $ 966 $ 3,934 $ 3,763

Core leasing activity^(b) 29 28 118 110

Escalators 25 24 96 92

Non-renewals^(b) (7 ) (8 ) (27 ) (31 )

Other billings^(b) — (4 ) 5 (2 )

Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations^(b) 47 40 193 170

Non-renewals associated with Sprint Cancellations^(b) (51 ) — (204 ) —

Organic Contribution to Site Rental Billings^(b) (4 ) 40 (11 ) 170

Straight-lined revenues (15 ) 20 12 160

Amortization of prepaid rent 28 40 98 160

Other revenues 4 4 16 15

Total site rental revenues $ 1,019 $ 1,070 $ 4,049 $ 4,268

Year-over-year changes in revenues:

Site rental revenues as a percentage of prior year site rental revenues (4.8 )% (0.8 )% (5.1 )% (1.0 )%

Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations as a percentage of prior year site rental billings^(b) 4.7 % 4.1 % 4.9 % 4.5 %

Organic Contribution to Site Rental Billings as a percentage of prior year site rental billings^(b) (0.4 )% 4.1 % (0.3 )% 4.5 %

(a) The financial impact of the Fiber Business revenues is excluded as these amounts are presented within discontinued operations.

(b) See our definitions of site rental billings, core leasing activity, non-renewals, other billings, Sprint Cancellations, Organic Contribution to Site Rental Billings and Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations in this “Non-GAAP Measures and Other Information.“

Components of Changes in Site Rental Revenues for the Year Ended December 31, 2025

⁽
^a)
:

Twelve Months Ended
December 31,

(dollars in millions; totals may not sum due to rounding) 2025

Components of changes in site rental revenues:

Prior year site rental billings excluding site rental billings to DISH^(b) $ 3,763

Prior year site rental billings to DISH^(b) 171

Prior year site rental billings^(b) $ 3,934

Core leasing activity^(b) 68

Escalators 96

Non-renewals^(b) (27 )

Other billings^(b) 5

Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations and DISH Terminations^(b) 143

Organic Contribution to Site Rental Billings associated with DISH Terminations^(b) 50

Non-renewals associated with Sprint Cancellations^(b) (204 )

Organic Contribution to Site Rental Billings^(b) (11 )

Straight-lined revenues 12

Amortization of prepaid rent 98

Other revenues 16

Total site rental revenues $ 4,049

Year-over-year changes in revenues:

Site rental revenues as a percentage of prior year site rental revenues (5.1 )%

Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations and DISH Terminations as a percentage of prior year site rental billings excluding the prior year site rental billings to DISH^(b) 3.8 %

Organic Contribution to Site Rental Billings as a percentage of prior year site rental billings^(b) (0.3 )%

(a) The financial impact of the Fiber Business revenues is excluded as these amounts are presented within discontinued operations.

(b) See our definitions of site rental billings, core leasing activity, non-renewals, other billings, Sprint Cancellations, DISH Terminations, Organic Contribution to Site Rental Billings and Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations and DISH Terminations in this “Non-GAAP Measures and Other Information.“

Components of Changes in Site Rental Revenues for Current Outlook for Full Year 2026:

(dollars in millions; totals may not sum due to rounding) Full Year 2026 Outlook^(a)(b)

Components of changes in site rental revenues:

Prior year site rental billings excluding site rental billings to DISH^(c⁾ $3,701

Prior year site rental billings to DISH^(c) 222

Prior year site rental billings⁽^c⁾ $3,923

Core leasing activity⁽^c⁾ 60 to 70

Escalators 95 to 105

Non-renewals⁽^c⁾ (35) to (25)

Other billings⁽^c⁾ (5) to (5)

Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations and DISH Terminations⁽^c⁾ 115 to 145

Non-renewals associated with Sprint Cancellations⁽^c⁾ (20) to (20)

Non-renewals associated with DISH Terminations⁽^c⁾ (220) to (220)

Organic Contribution to Site Rental Billings⁽^c⁾ (125) to (95)

Straight-lined revenues (75) to (45)

Amortization of prepaid rent 65 to 95

Other revenues 15 to 15

Acquisitions⁽^d⁾ —

Total site rental revenues $
3,828 to $
3,873

Year-over-year changes in revenues:⁽^e⁾

Site rental revenues as a percentage of prior year site rental revenues (4.9)%

Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations and DISH Terminations as a percentage of prior year site rental billings excluding site rental billings to DISH⁽^c⁾ 3.5%

Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations and DISH Terminations as a percentage of prior year site rental billings⁽^c⁾ 3.3%

Organic Contribution to Site Rental Billings as a percentage of prior year site rental billings⁽^c⁾ (2.8)%

(a) As issued on February 4, 2026.

(b) Represents full year 2026 Outlook for continuing operations only.

(c) See our definitions of site rental billings, core leasing activity, non-renewals, other billings, Sprint Cancellations, DISH Terminations, Organic Contribution to Site Rental Billings, and Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations and DISH Terminations, in this “Non-GAAP Measures and Other Information.“

(d) Represents the contribution from recent acquisitions. The financial impact of recent acquisitions is excluded from Organic Contribution to Site Rental Billings, including as Adjusted for Impact of Sprint Cancellations and DISH Terminations, until the one-year anniversary of such acquisitions.

(e) Calculated based on midpoint of full year 2026 Outlook, where applicable.

Components of Capital Expenditures:

^(a)(b)

For the Three Months Ended For the Twelve Months Ended

(in millions) December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024

Discretionary capital expenditures:

Tower improvements and other capital projects $ 18 $ 18 $ 72 $ 84

Purchases of land interests 27 20 77 58

Sustaining capital expenditures 14 12 33 34

Total capital expenditures $ 59 $ 50 $ 182 $ 176

Outlook for Discretionary Capital Expenditures Less Prepaid Rent Additions:

^(b)(c)

(in millions) Full Year 2026 Outlook^(d)

Discretionary capital expenditures $150 to $250

Less: Prepaid rent additions^(e) (30) to (50)

Discretionary capital expenditures less prepaid rent additions $
110 to $
210

Components of Interest Expense:

For the Three Months Ended

(in millions) December 31, 2025 December 31, 2024

Interest expense on debt obligations $ 241 $ 236

Amortization of deferred financing costs and adjustments on long-term debt 8 8

Capitalized interest (3 ) (4 )

Interest expense and amortization of deferred financing costs, net $ 246 $ 240

Outlook for Components of Interest Expense:

(in millions) Full Year 2026 Outlook^(d)

Interest expense on debt obligations $815 to $855

Amortization of deferred financing costs and adjustments on long-term debt 25 to 35

Capitalized interest (15) to (5)

Interest expense and amortization of deferred financing costs, net $
832 to $
877

(a) See our definitions of discretionary capital expenditures and sustaining capital expenditures in this “Non-GAAP Measures and Other Information.“

(b) The financial impact of the Fiber Business is excluded as these amounts are presented within discontinued operations.

(c) Excludes sustaining capital expenditures. See “Non-GAAP Measures and Other Information” for our definitions of discretionary capital expenditures and sustaining capital expenditures.

(d) As issued on February 4, 2026.

(e) Reflects up-front consideration from long-term tenant contracts (commonly referred to as prepaid rent) that are amortized and recognized as revenue over the associated estimated lease term in accordance with GAAP.

Debt Balances and Maturity Dates as of December 31, 2025

:

(in millions) Face Value^(a) Maturity

Cash and cash equivalents and restricted cash and cash equivalents
^(b) $ 274

Senior Secured Notes, Series 2009-1, Class A-2^(c) 26 Aug. 2029

Senior Secured Tower Revenue Notes, Series 2018-2^(d) 750 July 2048

Installment purchase liabilities and finance leases^(e) 258 Various

Total secured debt $ 1,034

2016 Revolver^(f) 945 July 2027

2016 Term Loan A^(g) 1,056 July 2027

Commercial Paper Notes^(h) 1,931 Various

4.450% Senior Notes 900 Feb. 2026

3.700% Senior Notes 750 June 2026

1.050% Senior Notes 1,000 July 2026

2.900% Senior Notes 750 Mar. 2027

4.000% Senior Notes 500 Mar. 2027

3.650% Senior Notes 1,000 Sept. 2027

5.000% Senior Notes 1,000 Jan. 2028

3.800% Senior Notes 1,000 Feb. 2028

4.800% Senior Notes 600 Sept. 2028

4.300% Senior Notes 600 Feb. 2029

5.600% Senior Notes 750 June 2029

4.900% Senior Notes 550 Sept. 2029

3.100% Senior Notes 550 Nov. 2029

3.300% Senior Notes 750 July 2030

2.250% Senior Notes 1,100 Jan. 2031

2.100% Senior Notes 1,000 Apr. 2031

2.500% Senior Notes 750 July 2031

5.100% Senior Notes 750 May 2033

5.800% Senior Notes 750 Mar. 2034

5.200% Senior Notes 700 Sept. 2034

2.900% Senior Notes 1,250 Apr. 2041

4.750% Senior Notes 350 May 2047

5.200% Senior Notes 400 Feb. 2049

4.000% Senior Notes 350 Nov. 2049

4.150% Senior Notes 500 July 2050

3.250% Senior Notes 900 Jan. 2051

Total unsecured debt $ 23,432

Net Debt
⁽ⁱ⁾ $ 24,192

(a) Net of required principal amortizations.

(b) As of December 31, 2025, excludes $34 million recorded in discontinued operations relating to the Fiber Business.

(c) The Senior Secured Notes, 2009-1, Class A-2 principal amortizes over a period ending in August 2029.

(d) If the $750 million aggregate principal amount of 4.241% senior secured tower revenue notes (“Tower Revenue Notes, Series 2018-2”) is not paid in full on or prior to July 2028, the anticipated repayment date, then the Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay the principal, and additional interest (of approximately 5% per annum) will accrue on such notes. The Tower Revenue Notes, Series 2018-2 are prepayable at par if voluntarily repaid within eighteen months of the anticipated repayment date; earlier prepayment may require additional consideration.

(e) As of December 31, 2025, reflects $5 million in finance lease obligations (primarily related to vehicles). Amount excludes $29 million recorded in discontinued operations relating to the Fiber Business.

(f) As of December 31, 2025, the undrawn availability under the $7.0 billion 2016 Revolver was $6.0 billion. The Company pays a commitment fee on the undrawn available amount, which as of December 31, 2025 ranged from 0.080% to 0.300%, based on the Company’s senior unsecured debt rating, per annum.

(g) The 2016 Term Loan A principal amortizes over a period ending in July 2027.

(h) As of December 31, 2025, the Company had $69 million available for issuance under its $2.0 billion unsecured commercial paper program. The maturities of the Commercial Paper Notes, when outstanding, may vary but may not exceed 397 days from the date of issue.

(i) See further information on, and our definition and discussion of, Net Debt in this “Non-GAAP Measures and Other Information.“

Cautionary Language Regarding Forward-Looking Statements

This news release contains forward-looking statements and information that are based on our management’s current expectations as of the date of this news release. Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as “estimate,” “see,” “anticipate,” “project,” “plan,” “intend,” “believe,” “expect,” “likely,” “predicted,” “positioned,” “continue,” “target,” “focus,” and any variations of these words and similar expressions are intended to identify forward-looking statements. Such statements include our full year 2026 Outlook and plans, projections, expectations and estimates regarding (1) the value of our business model and strategy, (2) creation and maximization of shareholder value and returns, (3) benefits stemming from our capital allocation framework and investments in our systems and processes, (4) results from the Fiber Business, (5) net income (loss) (including on a per share basis), (6) AFFO (including on a per share basis) and its components and growth, (7) Adjusted EBITDA and its components and growth, (8) Organic Contribution to Site Rental Billings (including as Adjusted for Impact of Sprint Cancellations and Dish Terminations) and its components and growth, (9) site rental revenues and its components and growth, (10) the impact of Sprint Cancellations, (11) our balance sheet, liquidity, leverage and credit ratings, (12) capital expenditures, including discretionary capital expenditures, (13) the timing and close of the Fiber Business sale and the proceeds therefrom and the use of such proceeds, (14) the impact of DISH Terminations, (15) termination of the Company’s wireless infrastructure agreement with DISH and the potential impacts thereof, (16) restructuring plan, including the timing and scope thereof, and the benefits, costs and charges associated therewith, (17) interest expense, (18) operating cost reductions, (19) dividends, including dividend levels, rates, amounts, and (20) share repurchases, including share repurchase levels and amounts. Any dividends and share repurchase programs remain subject to the approval of our Board of Directors which has the discretion to determine whether to declare dividends or authorize a repurchase program and the amounts and timing of the dividends and repurchase program.

Such forward-looking statements are subject to certain risks, uncertainties and assumptions and should be considered in light of the risks referenced in the “Risk Factors” section included in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Such factors include, but are not limited to:

prevailing market conditions;

a slowdown in demand for our towers and a reduction in the amount or change in the mix of network investment by our tenants;

the loss, consolidation or financial instability of any of our tenants;

expansion or development of our business and the potential disruptions in our business caused thereby;

operating our Fiber Business successfully;

failure to timely, efficiently and safely execute on our construction projects;

reduction in demand for our towers as a result of new technologies;

failure to retain rights to our towers;

volatility in demand in our services business, which may reduce the predictability of our results;

inability to negotiate favorable rates on our new or renewing tenant contracts as a result of competition in our industry;

delayed timing or lack of deployment or adoption by tenants of new wireless technologies;

the impact of cybersecurity breaches or other information technology disruptions;

the impact of climate-related events, natural disasters, including wildfires, and other unforeseen events on our business;

failure to attract, recruit and retain qualified and experienced employees;

changes to management, including turnover of our top executives;

actions and plans related to restructuring our business;

the sale of our Fiber Business to EQT and Zayo, including completion of the strategic sale of our Fiber Business;

availability of financing and capital, the levels of debt that we maintain, the terms of our debt instruments, compliance with debt covenants and our credit ratings;

the impact on the market price of our common stock as a result of sales or issuances of a substantial number of shares of our common stock;

the introduction of new laws or regulations or failure to comply with laws or regulations which regulate our business;

funding of future dividend payments to our stockholders; and

failure to maintain our REIT status for U.S. federal income tax purposes.

The Company discusses these and other risks and uncertainties under the heading “Risk Factors” in its annual and quarterly periodic reports filed with the SEC. The Company may update that discussion in subsequent other periodic reports, but except as required by law, the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise. Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.

As used in this release, the term “including,” and any variation thereof, means “including without limitation.”

CROWN CASTLE INC.

CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

(Amounts in millions, except par values)

December 31, 2025 December 31, 2024

ASSETS

Current assets:

Cash and cash equivalents $ 99 $ 100

Restricted cash and cash equivalents 170 170

Receivables, net 172 129

Prepaid expenses 79 74

Deferred site rental receivables 167 164

Other current assets 23 24

Current assets of discontinued operations 434 429

Total current assets 1,144 1,090

Deferred site rental receivables 2,288 2,279

Property and equipment, net 6,273 6,577

Operating lease right-of-use assets 5,473 5,600

Goodwill 5,127 5,127

Other intangible assets, net 861 1,037

Other assets, net 61 58

Non-current assets of discontinued operations 10,291 10,968

Total assets $ 31,518 $ 32,736

LIABILITIES AND EQUITY (DEFICIT)

Current liabilities:

Accounts payable $ 71 $ 48

Accrued interest 235 244

Deferred revenues 192 141

Other accrued liabilities 168 167

Current maturities of debt and other obligations 2,783 603

Current portion of operating lease liabilities 268 264

Current liabilities of discontinued operations 762 710

Total current liabilities 4,479 2,177

Debt and other long-term obligations 21,554 23,451

Operating lease liabilities 4,961 5,062

Other long-term liabilities 607 645

Non-current liabilities of discontinued operations 1,552 1,534

Total liabilities 33,153 32,869

Commitments and contingencies

Stockholders’ equity (deficit):

Common stock, 0.01 par value; 1,200 shares authorized; shares issued and outstanding: December 31, 2025—435 and December 31, 2024—435 4 4

Additional paid-in capital 18,527 18,393

Accumulated other comprehensive income (loss) (5 ) (5 )

Dividends/distributions in excess of earnings (20,161 ) (18,525 )

Total equity (deficit) (1,635 ) (133 )

Total liabilities and equity (deficit) $ 31,518 $ 32,736

CROWN CASTLE INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

(Amounts in millions, except per share amounts)

Three Months Ended December 31, Twelve Months Ended December 31,

2025 2024 2025 2024

Net revenues:

Site rental $ 1,019 $ 1,070 $ 4,049 $ 4,268

Services and other 53 49 215 192

Net revenues 1,072 1,119 4,264 4,460

Operating expenses:

Costs of operations:^(a)

Site rental 252 242 992 983

Services and other 29 26 113 107

Selling, general and administrative 94 92 383 435

Asset write-down charges 4 1 11 11

Depreciation, amortization and accretion 170 184 690 736

Restructuring charges — 3 — 70

Total operating expenses 549 548 2,189 2,342

Operating income (loss) 523 571 2,075 2,118

Interest expense and amortization of deferred financing costs, net (246 ) (240 ) (972 ) (932 )

Interest income 3 5 13 20

Other income (expense) — (23 ) 3 (26 )

Income (loss) from continuing operations before income taxes 280 313 1,119 1,180

Benefit (provision) for income taxes (3 ) (4 ) (16 ) (18 )

Income (loss) from continuing operations $ 277 $ 309 $ 1,103 $ 1,162

Discontinued Operations

Income (loss) from discontinued operations before gain (loss) from disposal, net of tax 279 (5,077 ) 916 (5,065 )

Gain (loss) from disposal of discontinued operations (262 ) — (1,575 ) —

Income (loss) from discontinued operations, net of tax 17 (5,077 ) (659 ) (5,065 )

Net income (loss) $ 294 $ (4,768 ) $ 444 $ (3,903 )

Net income (loss), per common share:

Income (loss) from continuing operations, basic $ 0.64 $ 0.71 $ 2.53 $ 2.68

Income (loss) from discontinued operations, basic 0.03 (11.68 ) (1.51 ) (11.66 )

Net income (loss)—basic $ 0.67 $ (10.97 ) $ 1.02 $ (8.98 )

Income (loss) from continuing operations, diluted $ 0.63 $ 0.71 $ 2.52 $ 2.68

Income (loss) from discontinued operations, diluted 0.04 (11.68 ) (1.51 ) (11.66 )

Net income (loss)—diluted $ 0.67 $ (10.97 ) $ 1.01 $ (8.98 )

Weighted-average common shares outstanding:

Basic 435 435 435 434

Diluted 437 435 437 434

(a) Exclusive of depreciation, amortization and accretion shown separately.

CROWN CASTLE INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(In millions of dollars)

Twelve Months Ended December 31,

2025 2024

Cash flows from operating activities:

Net income (loss) $ 444 $ (3,903 )

(Income) loss from discontinued operations before (gain) loss from disposal, net of tax (916 ) 5,065

(Gain) loss from disposal of discontinued operations 1,575 —

Income (loss) from continuing operations 1,103 1,162

Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used for) operating activities:

Depreciation, amortization and accretion 690 736

Amortization of deferred financing costs and other non-cash interest 32 32

Stock-based compensation expense, net 73 84

Asset write-down charges 11 11

Deferred income tax (benefit) provision — 4

Restructuring, non-cash — 10

Other non-cash adjustments, net (4 ) 23

Net cash provided by (used for) operating activities from discontinued operations 1,185 1,123

Changes in assets and liabilities, excluding the effects of acquisitions:

Increase (decrease) in liabilities (47 ) (164 )

Decrease (increase) in assets 14 (78 )

Net cash provided by (used for) operating activities 3,057 2,943

Cash flows from investing activities:

Capital expenditures (182 ) (176 )

Payments for acquisitions, net of cash acquired — (8 )

Other investing activities, net 4 9

Net cash provided by (used for) investing activities from discontinued operations (980 ) (1,045 )

Net cash provided by (used for) investing activities (1,158 ) (1,220 )

Cash flows from financing activities:

Proceeds from issuance of long-term debt — 1,244

Principal payments on debt and other long-term obligations (118 ) (99 )

Purchases and redemptions of long-term debt (1,200 ) (750 )

Borrowings under revolving credit facility 1,200 —

Payments under revolving credit facility (255 ) (670 )

Net issuances (repayments) under commercial paper program 590 1,341

Payments for financing costs — (12 )

Purchases of common stock (23 ) (33 )

Dividends/distributions paid on common stock (2,080 ) (2,729 )

Net cash provided by (used for) financing activities (1,886 ) (1,708 )

Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents 13 15

Effect of exchange rate changes on cash — (1 )

Cash and cash equivalents and restricted cash and cash equivalents at beginning of period^(a) 295 281

Cash and cash equivalents and restricted cash and cash equivalents at end of period^(a) $ 308 $ 295

Supplemental disclosure of cash flow information:

Interest paid $ 965 $ 895

Income taxes paid (refunded) $ 15 $ 10

(a) Inclusive of cash and cash equivalents and restricted cash and cash equivalents included in discontinued operations.

Contacts: Sunit Patel, CFO

Kris Hinson, VP Corp Finance & Treasurer

Crown Castle Inc.

713-570-3050

Photos accompanying this announcement are available at:
https://www.globenewswire.com/NewsRoom/AttachmentNg/8ea842ff-cb8e-4f50-a5cc-e95caa5908d9

https://www.globenewswire.com/NewsRoom/AttachmentNg/c24826d7-523c-41e9-a359-cb9a7e558a4c

Posted on February 4, 2026 4:26 pm
DHI Group Reports Fourth Quarter and Full Year Financial Results

DHI Group Reports Fourth Quarter and Full Year Financial Results

CENTENNIAL, Colo.–(BUSINESS WIRE)–
Today, DHI Group, Inc. (NYSE: DHX) (“DHI” or the “Company”) announced its financial results for the fourth quarter and full year ended December 31, 2025.

Fourth Quarter 2025 Financial Highlights Compared to the Fourth Quarter 2024⁽¹⁾

Total revenue was $31.4 million, down 10%.

ClearanceJobs revenue was $13.9 million, up 1%.

Dice revenue was $17.4 million, down 17%.

Total bookings were $31.2 million, down 5%.

ClearanceJobs bookings were $14.6 million, up 3%.

Dice bookings were $16.6 million, down 11%.

Net income was $1.4 million, or $0.03 per diluted share, a net income margin of 4%, compared to net income of $1.0 million, or $0.02 per diluted share, a net income margin of 3%.

Non-GAAP earnings per share was $0.09 per diluted share, compared to $0.07 per diluted share.

Adjusted EBITDA increased 2% to $9.4 million, an Adjusted EBITDA Margin of 30% compared to $9.2 million, and a margin of 26%.

ClearanceJobs Adjusted EBITDA was $6.0 million with a 43% Adjusted EBITDA Margin, compared to $6.4 million, and a margin of 47%.

Dice Adjusted EBITDA was $5.2 million with a 30% Adjusted EBITDA Margin, compared to $4.3 million, and a margin of 20%.

Cash flow from operations was $7.2 million, compared to $4.4 million while fixed asset purchases declined $1.3 million, or 45%, to generate free cash flow of $5.7 million, compared to $1.6 million.

Cash was $2.9 million at quarter end compared to $3.7 million.

Total debt at the end of the quarter was $30.0 million on our $100 million revolver, down from $32.0 million.

Repurchased 2.9 million shares for $5.2 million in the fourth quarter under its stock repurchase program and from the vesting of share-based awards.

In January 2026 completed the $5 million repurchase program authorized in November 2025 and launched a new $10 million program approved by the board, effective this month through February 2027.

Full Year 2025 Financial Highlights Compared to Full Year 2024⁽¹⁾

Total revenue was $127.8 million, down 10%.

ClearanceJobs revenue was $54.9 million, up 1%.

Dice revenue was $72.9 million, down 17%.

Total bookings were $125.8 million, down 10%.

ClearanceJobs bookings were $55.0 million, down 1%.

Dice bookings were $70.9 million, down 17%.

Net loss was $13.5 million, or $0.30 per diluted share, a net loss margin of 11%, compared to net income of $0.3 million, or $0.01 per diluted share, a net income margin of 0%. Net loss for the year was mainly the result of $26.2 million in restructuring and impairment charges.

Non-GAAP earnings per share was $0.29 per diluted share, compared to $0.24 per diluted share.

Adjusted EBITDA was $35.1 million, an Adjusted EBITDA Margin of 27% compared to $35.3 million, and a margin of 25%.

ClearanceJobs Adjusted EBITDA was $23.7 million with a 43% Adjusted EBITDA Margin, compared to $24.2 million, and a margin of 45%.

Dice Adjusted EBITDA was $19.0 million with a 26% Adjusted EBITDA Margin, compared to $18.1 million, and a margin of 21%.

Cash flow from operations was $21.1 million, compared to $21.0 million while capitalized development costs declined $5.7 million, or 45%, to generate free cash flow of $13.8 million, up 94% compared to $7.1 million.

Repurchased 5.5 million shares for $11.4 million under its stock repurchase program and from the vesting of share-based awards.

(1)^{See definition of bookings and see “Notes Regarding the Use of Non-GAAP Financial Measures” related to Adjusted EBITDA, Adjusted EBITDA Margin, Non-GAAP Earnings Per Share, and Free Cash Flow, later in this press release.}

Commenting on the results, Art Zeile, President and CEO of DHI Group, said:

“This quarter’s results demonstrate the strength of our subscription-based model and the durable value of our ClearanceJobs and Dice platforms. ClearanceJobs achieved a key inflection point, returning to year-over-year bookings growth, supported by the early stages of defense hiring tailwinds and strong execution. AgileATS is performing ahead of expectations and expands the strategic scope of the ClearanceJobs platform as part of our growth strategy. While Dice continues to face a challenging commercial tech hiring environment, our ongoing platform modernization and AI-driven differentiation position us well for recovery. Supported by strong margins and resilient recurring revenue, we remain focused on delivering long-term profitable growth and creating shareholder value through free cash flow generation.”

Greg Schippers, CFO of DHI Group, commented:

“During the quarter, ClearanceJobs returned to bookings growth, and we believe the expected record defense budget will be a meaningful catalyst for continued momentum in 2026. More broadly, we expect organizations across industries will increase investment in technology initiatives, creating attractive growth opportunities for both ClearanceJobs and Dice. We remain focused on enhancing our industry-leading solutions, sharpening our go-to-market execution, and operating with discipline and efficiency to drive margin performance and free cash flow. Reflecting confidence in the business and our commitment to delivering shareholder value, our Board approved a new $10 million share repurchase program, which will commence this month and run through February 2027.”

Fiscal 2026 Financial Guidance

ClearanceJobs

Dice

DHI

Q1 2026

FY 2026

Q1 2026

FY 2026

Q1 2026

FY 2026

Revenues

$13M-$14M

$56M-$58M

$15M-$16M

$62M-$64M

$28M-$30M

$118M-$122M

We are targeting 2026 fiscal year Adjusted EBITDA margin for DHI of 25% with ClearanceJobs at 40% and Dice at 22%.

Conference Call Information

Art Zeile, President and Chief Executive Officer, and Greg Schippers, Chief Financial Officer, will host a conference call today, February 4, 2026, at 5:00 p.m. Eastern Time to discuss the Company’s financial results and recent developments.

The call can be accessed by dialing 844-890-1790 (in the U.S.) or 412-380-7407 (outside the U.S.). Please ask to be placed into the DHI Group, Inc. call. A live webcast of the call will simultaneously be available through the Investor Relations section of the Company’s website, https://www.dhigroupinc.com, and will be available for replay after the call ends.

About DHI Group, Inc.

DHI Group, Inc (NYSE: DHX) is a provider of AI-powered career marketplaces that focus on technology roles. DHI’s two brands, ClearanceJobs and Dice, enable recruiters and hiring managers to efficiently search for and connect with highly skilled technology professionals based on the skills requested. The Company’s patented algorithm manages over 100,000 unique technology skills. Additionally, our marketplaces allow tech professionals to find their ideal next career opportunity, with relevant advice and personalized insights. Learn more at www.dhigroupinc.com.

Forward-Looking Statements

This press release and oral statements made from time to time by our representatives contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include, without limitation, information concerning our possible or assumed future financial condition, liquidity and results of operations, including expectations (financial or otherwise), our strategy, plans, objectives, and intentions, growth potential, and statements regarding our financial outlook. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “target” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to execute our tech-focused strategy, a write-off of all or a part of our goodwill and intangible assets, backlog not accurately representing future revenue, competition from existing and future competitors in the highly competitive markets in which we operate, failure to adapt our business model to keep pace with rapid changes in the recruiting and career services business and the development of new products and services, macroeconomic conditions, including government shutdowns, the impact of initiatives to restructuring or streamlining government agencies, such as DOGE, the risk that AI models will reduce demand for technology professionals in the workforce, failure to maintain and develop our reputation and brand recognition, failure to increase or maintain the number of customers who purchase recruitment packages, failure to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, inability to successfully integrate future acquisitions or identify and consummate future acquisitions, misappropriation or misuse of our intellectual property, claims against us for intellectual property infringement or failure to enforce our ownership of intellectual property, failure to attract and retain users who create and post original content on our web properties, taxation risks in various jurisdictions and the potential for unfavorable decisions related to tax assessments, taxation risks impacting our liability or past sales, and ability to make future sales, downturns in our customers’ businesses, our indebtedness and our ability to borrow funds under our revolving credit facility or refinance our indebtedness, restrictions on our current and future operations under such indebtedness, development and use of artificial intelligence, failure to timely and efficiently scale, adapt and maintain our technology and infrastructure, capacity constraints, system failures or breaches of network security, usefulness of our candidate profiles to our customers, decreases in our user engagement, changes in search engines’ methodologies, failure to halt operations of third-party websites aggregating our data, reliance on third-party hosting facilities, our compliance with laws and regulations, U.S. and foreign government regulation of the Internet and taxation, failure to attract or retain key executives and personnel, our ability to navigate the cyclicality or downturns of the U.S. and worldwide economies, litigation related to infringement or other claims regarding our services or content, our ability to defend ownership of our intellectual property, global climate change, compliance with the continued listing standards of the New York Stock Exchange, volatility in our stock price, differences between estimates of financial projections and future results, failure to maintain controls over financial reporting, results of operations fluctuating on a quarterly and annual basis, our Section 382 Rights Plan may have an anti-takeover effect, and anti-takeover provisions in our governing documents may make changes to management difficult, and disruption resulting from unsolicited offers to purchase the company. These factors and others are discussed in more detail in the Company’s filings with the Securities and Exchange Commission, all of which are available on the Investors page of our website at www.dhigroupinc.com, including the Company’s most recently filed reports on Form 10-K and Form 10-Q and subsequent filings under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should keep in mind that any forward-looking statement made by the Company or its representatives herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by applicable federal securities laws.

Notes Regarding the Use of Non-GAAP Financial Measures

The Company has provided certain non-GAAP financial information as additional information for its operating results. These measures are not in accordance with, or alternatives to, measures in accordance with generally accepted accounting principles in the United States (“GAAP”) and may be different from similarly titled non-GAAP measures reported by other companies. The Company believes that its presentation of non-GAAP measures, such as Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and non-GAAP Earnings Per Share provides useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. In addition, the Company’s management uses these measures for reviewing the financial results of the Company and for budgeting and planning purposes. Non-GAAP results exclude the impact of items that management believes affect the comparability or underlying business trends in our condensed consolidated financial statements in the periods presented. The non-GAAP measures apply to consolidated results or other measures as shown within this document. The Company has provided required reconciliations to the most comparable GAAP measures elsewhere in the document.

Non-GAAP Earnings Per Share

Non-GAAP Earnings Per Share is a non-GAAP performance measure that management believes is useful to investors and management in understanding our ongoing operations and in the analysis of operating trends. Non-GAAP Earnings Per Share is computed as diluted earnings per share plus or minus the impacts of certain non-cash and other items, including non-cash stock-based compensation, impairments, costs related to reorganizing the Company, including severance and related costs, gains or losses on investments, restructuring charges, and discrete tax items.

Non-GAAP Earnings Per Share is not a measurement of our financial performance under GAAP and should not be considered as an alternative to diluted earnings per share, net income, or any other performance measures derived in accordance with GAAP as a measure of our profitability.

Free Cash Flow

We define free cash flow as net cash provided by operating activities minus fixed asset purchases. We believe free cash flow is an important non-GAAP measure for investors as it provides useful cash flow information regarding our ability to service, incur or pay down indebtedness or repurchase our common stock. Management uses free cash flow as a measure to reflect cash available to service our debt as well as to fund our expenditures. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities is that free cash flow does not represent the total increase or decrease in the cash balance from operations for the period since it includes cash used for fixed asset purchases during the period.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures used by management to measure operating performance. Management uses Adjusted EBITDA and Adjusted EBITDA Margin as performance measures for internal monitoring and planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability and performance comparisons between us and our competitors. The Company also uses these measures to calculate amounts of performance-based compensation under the senior management incentive bonus program. Adjusted EBITDA represents net income plus (to the extent deducted in calculating such net income) interest expense, income tax expense, depreciation and amortization, and items such as non-cash stock-based compensation, certain write-offs in connection with indebtedness, impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering or any other offering of securities by the Company, extraordinary or non-recurring non-cash expenses or losses, losses from equity method investments, transaction costs in connection with the credit agreement, deferred revenue written off in connection with acquisition purchase accounting adjustments, write-off of non-cash stock-based compensation expense, severance and retention costs related to dispositions and reorganizations of the Company, impairment of investment and goodwill, restructuring charges and losses related to legal claims and fees that are unusual in nature or infrequent, minus (to the extent included in calculating such net income) non-cash income or gains, including income from equity method investments, interest income, business interruption insurance proceeds, and gains related to legal claims that are unusual in nature or infrequent.

Adjusted EBITDA Margin is computed as Adjusted EBITDA divided by revenue.

We also consider Adjusted EBITDA and Adjusted EBITDA Margin, as defined above, to be important indicators to investors because they provide information related to our ability to provide cash flows to meet future debt service, capital expenditures, working capital requirements, and to fund future growth. We present Adjusted EBITDA and Adjusted EBITDA Margin as supplemental performance measures because we believe that these measures provide our board of directors, management and investors with additional information to measure our performance, provide comparisons from period to period by excluding potential differences caused by variations in capital structures (affecting interest expense) and tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and to estimate our value.

We understand that although Adjusted EBITDA and Adjusted EBITDA Margin are frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our liquidity or results as reported under GAAP. Some limitations are:

Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

Adjusted EBITDA and Adjusted EBITDA Margin do not reflect changes in, or cash requirements for, our working capital needs;

Adjusted EBITDA and Adjusted EBITDA Margin do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements for such replacements; and

Other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting their usefulness as comparative measures.

To compensate for these limitations, management evaluates our liquidity by considering the economic effect of excluded expense items independently, as well as in connection with its analysis of cash flows from operations and through the use of other financial measures, such as capital expenditure budget variances, investment spending levels and return on capital analysis.

Adjusted EBITDA and Adjusted EBITDA Margin are not measurements of our financial performance under GAAP and should not be considered as an alternative to revenue, operating income, net income, net income margin, cash provided by operating activities, or any other performance measures derived in accordance with GAAP as a measure of our profitability or liquidity.

DHI GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)

For the three months ended

December 31,

For the twelve months ended

December 31,

2025

2024

2025

2024

Revenues

$

31,375

$

34,785

$

127,826

$

141,926

Operating expenses:

Cost of revenues

4,543

5,087

19,612

20,232

Product development

2,985

4,580

12,842

18,883

Sales and marketing

9,069

11,080

39,820

47,382

General and administrative

6,395

7,924

27,083

30,021

Depreciation

3,137

4,388

14,244

17,972

Amortization

207

—

333

—

Restructuring

—

—

6,486

1,111

Impairment of intangible assets

—

—

9,600

—

Impairment of goodwill

—

—

7,800

—

Impairment of right-of-use asset

1,379

—

1,379

—

Total operating expenses

27,715

33,059

139,199

135,601

Operating income (loss)

3,660

1,726

(11,373

)

6,325

Income from equity method investment

5

(100

)

92

225

Impairment of investments

(948

)

—

(948

)

(400

)

Interest expense and other

(566

)

(654

)

(2,459

)

(3,200

)

Income (loss) before income taxes

2,151

972

(14,688

)

2,950

Income tax expense (benefit)

800

(50

)

(1,178

)

2,697

Net income (loss)

$

1,351

$

1,022

$

(13,510

)

$

253

Basic earnings (loss) per share

$

0.03

$

0.02

$

(0.30

)

$

0.01

Diluted earnings (loss) per share

$

0.03

$

0.02

$

(0.30

)

$

0.01

Weighted-average basic shares outstanding

43,440

44,939

44,775

44,648

Weighted-average diluted shares outstanding

44,626

45,902

44,775

45,090

DHI GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

Three Months Ended

December 31,

Twelve Months Ended

December 31,

2025

2024

2025

2024

Cash flows from (used in) operating activities:

Net income (loss)

$

1,351

$

1,022

$

(13,510

)

$

253

Adjustments to reconcile net income (loss) to net cash flows from (used in) operating activities:

Depreciation

3,137

4,388

14,244

17,972

Amortization

207

—

333

—

Deferred income taxes

(66

)

(495

)

(1,253

)

(845

)

Amortization of deferred financing costs

36

36

145

145

Stock-based compensation

974

1,945

4,885

8,063

Loss (income) from equity method investment

(5

)

100

(92

)

(225

)

Impairment of investments

948

—

948

400

Impairment of intangible assets

—

—

9,600

—

Impairment of goodwill

—

—

7,800

—

Impairment of right-of-use asset

1,379

—

1,379

—

Change in accrual for unrecognized tax benefits

(182

)

(146

)

(491

)

28

Changes in operating assets and liabilities, net of effects of acquisition:

Accounts receivable

(1,861

)

(2,467

)

4,157

105

Prepaid expenses and other assets

296

493

1,022

982

Capitalized contract costs

385

(387

)

983

(1,101

)

Accounts payable and accrued expenses

185

1,395

(2,863

)

(413

)

Income taxes receivable/payable

1,789

79

90

(17

)

Deferred revenue

(1,041

)

(1,457

)

(5,516

)

(4,515

)

Other, net

(307

)

(137

)

(759

)

213

Net cash flows from operating activities

7,225

4,369

21,102

21,045

Cash flows used in investing activities:

Payment for acquisition

—

—

(1,400

)

—

Purchases of fixed assets

(1,531

)

(2,786

)

(7,309

)

(13,932

)

Net cash flows used in investing activities

(1,531

)

(2,786

)

(8,709

)

(13,932

)

Cash flows from (used in) financing activities:

Payments on long-term debt

—

(4,000

)

(8,000

)

(23,000

)

Proceeds from long-term debt

—

4,000

6,000

17,000

Payments under stock repurchase plan

(5,138

)

—

(9,655

)

—

Purchase of treasury stock related to vested restricted and performance stock units

(1

)

(66

)

(1,670

)

(1,874

)

Proceeds from issuance of common stock through ESPP

57

112

138

257

Net cash flows from (used in) financing activities

(5,082

)

46

(13,187

)

(7,617

)

Net change in cash for the period

612

1,629

(794

)

(504

)

Cash, beginning of period

2,296

2,073

3,702

4,206

Cash, end of period

$

2,908

$

3,702

$

2,908

$

3,702

DHI GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands)

ASSETS

December 31, 2025

December 31, 2024

Current assets

Cash

$

2,908

$

3,702

Accounts receivable, net

17,963

22,120

Income taxes receivable

148

238

Prepaid and other current assets

3,461

3,593

Total current assets

24,480

29,653

Fixed assets, net

13,288

20,390

Capitalized contract costs

6,482

7,465

Operating lease right-of-use assets

4,366

6,518

Investments

965

1,827

Acquired intangible assets

15,467

23,800

Goodwill

120,612

128,100

Other assets

2,583

3,618

Total assets

$

188,243

$

221,371

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued expenses

$

13,636

$

16,154

Deferred revenue

39,653

44,934

Operating lease liabilities

1,788

1,625

Total current liabilities

55,077

62,713

Deferred revenue

286

522

Operating lease liabilities

7,390

8,995

Long-term debt

30,000

32,000

Deferred income taxes

116

1,369

Accrual for unrecognized tax benefits

569

1,060

Other long-term liabilities

298

387

Total liabilities

93,736

107,046

Total stockholders’ equity

94,507

114,325

Total liabilities and stockholders’ equity

$

188,243

$

221,371

Supplemental Information and Non-GAAP Reconciliations

On the pages that follow, we have provided certain supplemental information that we believe will assist the reader in assessing our business operations and performance, including certain non-GAAP financial information and required reconciliations to the most directly comparable GAAP measure. A statement of operations and statement of cash flows for the three and twelve month periods ended December 31, 2025 and 2024 and balance sheets as of December 31, 2025 and 2024 are provided elsewhere in this press release.

DHI GROUP, INC.

NON-GAAP & SUPPLEMENTAL DATA

(Unaudited)

(in thousands, except per share and customer data)

Revenue

Q4 2025

Q4 2024

$ Change

% Change

ClearanceJobs

$

13,949

$

13,768

$

181

1

%

Dice

17,426

21,017

(3,591

)

(17

)%

Total Revenue

$

31,375

$

34,785

$

(3,410

)

(10

)%

Net income¹

$

1,351

$

1,022

$

329

32

%

Net income margin²

4

%

3

%

n.m.

n.m.

Diluted earnings per share¹

$

0.03

$

0.02

$

0.01

—

%

Non-GAAP earnings per share⁴

$

0.09

$

0.07

$

0.02

29

%

Adjusted EBITDA⁴

$

9,355

$

9,153

$

202

2

%

Adjusted EBITDA margin^{2 4}

30

%

26

%

n.m.

n.m.

Revenue

FY 2025

FY 2024

$ Change

% Change

ClearanceJobs

$

54,889

$

54,143

$

746

1

%

Dice

72,937

87,783

(14,846

)

(17

)%

Total Revenue

$

127,826

$

141,926

$

(14,100

)

(10

)%

Net income (loss)³

$

(13,510

)

$

253

$

(13,763

)

n.m.

Net income (loss) margin²

(11

)%

—

%

n.m.

n.m.

Diluted earnings (loss) per share³

$

(0.30

)

$

0.01

$

(0.31

)

n.m.

Non-GAAP earnings per share⁴

$

0.29

$

0.24

$

0.05

21

%

Adjusted EBITDA⁴

$

35,103

$

35,313

$

(210

)

(1

)%

Adjusted EBITDA margin^{2 4}

27

%

25

%

n.m.

n.m.

(1) For the three months ended December 31, 2025, net income and diluted earnings per share includes the net negative impact of non-cash stock-based compensation, impairments, and severance, professional fees, and related costs of $3.3 million ($2.7 million net of tax) and discrete tax items of $(0.1) million, resulting in a net negative impact of $2.6 million, or $0.06 per diluted share. For the three months ended December 31, 2024, net income and diluted earnings per share includes the net negative impact of non-cash stock-based compensation, loss on investment, and severance, professional fees, and related costs of $3.1 million ($2.4 million net of tax) and discrete tax items of $(0.1) million, resulting in a net negative impact of $2.3 million, or $0.05 per diluted share.

(2) Net income (loss) margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period’s revenue.

(3) For the year ended December 31, 2025, net loss and diluted loss per share includes the net negative impact of non-cash stock-based compensation, restructuring, impairments, and severance, professional fees, and related costs of $32.8 million ($26.7 million net of tax) and discrete tax items of $0.1 million, resulting in a net negative impact of $26.8 million, or $0.59 per diluted share. For the year ended December 31, 2024, net income and diluted earnings per share includes the net negative impact of non-cash stock-based compensation, restructuring, impairments, gain on investment, and severance, professional fees, and related costs of $11.2 million ($8.5 million net of tax) and discrete tax items of $2.3 million, resulting in a net negative impact of $10.8 million, or $0.23 per diluted share.

(4) See “Notes Regarding the Use of Non-GAAP Financial Measures” elsewhere in this press release.

Bookings¹

Q4 2025

Q4 2024

$ Change

% Change

ClearanceJobs

$

14,622

$

14,197

$

425

3

%

Dice

16,584

18,717

(2,133

)

(11

)%

Total Bookings

$

31,206

$

32,914

$

(1,708

)

(5

)%

FY 2025

FY 2024

$ Change

% Change

ClearanceJobs

54,975

$

55,510

$

(535

)

(1

)%

Dice

70,860

85,049

(14,189

)

(17

)%

Total Bookings

$

125,835

$

140,559

$

(14,724

)

(10

)%

(1) Bookings represent the value of all contractually committed services in which the contract start date is during the period and will be recognized as revenue within 12 months of the contract start date. For contracts that extend beyond 12 months, the value of those contracts beyond 12 months is recognized as bookings on each annual anniversary of each contract start date valued as the amount of revenue that will be recognized within 12 months of the respective anniversary date.

DHI GROUP, INC.

NON-GAAP & SUPPLEMENTAL DATA

(Unaudited)

(in thousands, except per share and customer data)

Average Annual Revenue per Recruitment Package Customer¹

Q4 2025

Q4 2024

$ Change

% Change

ClearanceJobs

$

27,246

$

25,148

$

2,098

8

%

Dice

$

15,635

$

16,380

$

(745

)

(5

)%

FY 2025

FY 2024

$ Change

% Change

ClearanceJobs

$

26,420

$

24,308

$

2,112

9

%

Dice

$

15,795

$

16,251

$

(456

)

(3

)%

(1) Calculated by dividing recruitment package customer revenue by the daily average count of recruitment package customers during each month, adjusted to reflect a 30-day month. The simple average of each month is used to derive the amount for each period and then annualized to reflect 12 months.

Renewal Rates

Renewal Rate on Revenue⁽¹⁾:

Q4 2025

Q4 2024

FY 2025

FY 2024

ClearanceJobs

90

%

93

%

89

%

95

%

Dice

78

%

77

%

72

%

78

%

Renewal Rate on Count⁽²⁾:

ClearanceJobs

72

%

76

%

76

%

77

%

Dice

69

%

69

%

68

%

71

%

(1) Represents the annual contract value renewed for all recruitment package contracts up for renewal in the period.

(2) Represents the total number of recruitment package contracts that renewed relative to the total number of recruitment package contracts up for renewal in the period.

Retention Rates¹

Q4 2025

Q4 2024

FY 2025

FY 2024

ClearanceJobs

109

%

111

%

106

%

111

%

Dice

94

%

97

%

94

%

98

%

(1) For customers that renewed their annual recruitment packages during the period, the retention rate represents the annual contract value renewed, relative to the previous annual contract value.

Recruitment Package Customers

December 31, 2025

December 31, 2024

Change

% Change

ClearanceJobs

1,775

1,949

(174

)

(9

)%

Dice

4,132

4,711

(579

)

(12

)%

Deferred Revenue and Backlog¹

December 31, 2025

December 31, 2024

$ Change

% Change

Deferred Revenue

$

39,939

$

45,456

$

(5,517

)

(12

)%

Contractual commitments not invoiced

59,632

59,294

338

1

%

Backlog

$

99,571

$

104,750

$

(5,179

)

(5

)%

(1) Backlog consists of deferred revenue plus customer contractual commitments not invoiced representing the value of future services to be rendered under committed contracts.

DHI GROUP, INC.

NON-GAAP & SUPPLEMENTAL DATA

(Unaudited)

(in thousands, except per share and customer data)

Non-GAAP Earnings Per Share

Q4 2025

Q4 2024

FY 2025

FY 2024

Reconciliation of Diluted Earnings (Loss) Per Share to Non-GAAP Earnings per Share:

Diluted earnings (loss) per share

$

0.03

$

0.02

$

(0.30

)

$

0.01

Non-cash stock-based compensation⁽¹⁾

0.02

0.04

0.11

0.18

Non-cash stock-based compensation, tax impact⁽²⁾

(0.01

)

(0.01

)

(0.03

)

(0.04

)

Impairments⁽¹⁾

0.05

—

0.43

0.01

Impairments, tax impact⁽²⁾

(0.01

)

—

(0.06

)

—

Severance, professional fees and related costs⁽¹⁾

—

0.02

0.04

0.04

Severance, professional fees and related costs, tax impact⁽²⁾

—

(0.01

)

(0.01

)

(0.01

)

Restructuring⁽¹⁾

—

—

0.14

0.02

Restructuring, tax impact⁽²⁾

—

—

(0.04

)

(0.01

)

Discrete tax items⁽³⁾

—

—

—

0.05

Other⁽⁴⁾

0.01

0.01

0.01

(0.01

)

Non-GAAP earnings per share

$

0.09

$

0.07

$

0.29

$

0.24

Weighted average shares outstanding used in computing diluted earnings (loss) per share

44,626

45,902

44,775

45,090

Weighted average shares outstanding used in computing non-GAAP earnings per share

44,626

45,902

45,496

45,090

(1) Non-GAAP adjustment is presented on a gross basis, which excludes the impact of income taxes.

(2) The Company utilized a federal rate plus a net state rate that excluded the impact of share-based compensation awards and other discrete items to calculate its non-GAAP blended statutory income tax rate of 25% for all periods presented. The non-GAAP rate has been applied to compute the tax impact of non-GAAP adjustments.

(3) Discrete tax items resulted from the tax impacts of share-based compensation awards and state taxes related to research and development expenditures during the year ended December 31, 2024.

(4) Adjusts, as applicable, for the share impact of common stock equivalents, where dilutive, and for the impacts of rounding.

DHI GROUP, INC.

NON-GAAP & SUPPLEMENTAL DATA

(Unaudited)

(in thousands, except per share and customer data)

Free Cash Flow¹

Q4 2025

Q4 2024

$ Change

% Change

Reconciliation of Cash provided by operating activities to Free Cash Flow:

Cash provided by operating activities

$

7,225

$

4,369

$

2,856

65

%

Less:

Capitalized development costs²

1,447

2,735

(1,288

)

(47

)%

Other fixed asset purchases

84

51

33

65

%

Total fixed asset purchases

1,531

2,786

(1,255

)

(45

)%

Free Cash Flow

$

5,694

$

1,583

$

4,111

260

%

FY 2025

FY 2024

$ Change

% Change

Cash provided by operating activities

$

21,102

$

21,045

$

57

—

%

Less:

Capitalized development costs²

6,822

12,486

(5,664

)

(45

)%

Other fixed asset purchases

487

1,446

(959

)

(66

)%

Total fixed asset purchases

7,309

13,932

(6,623

)

(48

)%

Free Cash Flow

$

13,793

$

7,113

$

6,680

94

%

(1) See “Notes Regarding the Use of Non-GAAP Financial Measures” elsewhere in this press release.

(2) Capitalized development costs consists of capitalized software costs and website development costs.

DHI GROUP, INC.

NON-GAAP & SUPPLEMENTAL DATA

(Unaudited)

(in thousands, except per share and customer data)

Adjusted EBITDA Reconciliations

Q4 2025

Q4 2024

FY 2025

FY 2024

Reconciliation of Net Income (Loss) to Adjusted EBITDA:

Net income (loss)

$

1,351

$

1,022

$

(13,510

)

$

253

Interest expense

566

654

2,459

3,200

Income tax expense (benefit)

800

(50

)

(1,178

)

2,697

Depreciation

3,137

4,388

14,244

17,972

Amortization

207

—

333

—

Non-cash stock based compensation

974

1,945

4,857

8,063

Loss (income) from equity method investment

(5

)

100

(92

)

(225

)

Impairment of intangible assets

—

—

9,600

—

Impairment of goodwill

—

—

7,800

—

Impairment of right-of-use asset

1,379

—

1,379

—

Impairment of investments

948

—

948

400

Severance, professional fees and related costs

(2

)

1,094

1,777

1,842

Restructuring

—

—

6,486

1,111

Adjusted EBITDA

$

9,355

$

9,153

$

35,103

$

35,313

Reconciliation of Cash Flows from Operating Activities to Adjusted EBITDA:

Net cash flows from operating activities

$

7,225

$

4,369

$

21,102

$

21,045

Interest expense

566

654

2,459

3,200

Amortization of deferred financing costs

(36

)

(36

)

(145

)

(145

)

Income tax expense (benefit)

800

(50

)

(1,178

)

2,697

Deferred income taxes

66

495

1,253

845

Change in accrual for unrecognized tax benefits

182

146

491

(28

)

Change in accounts receivable

1,861

2,467

(4,157

)

(105

)

Change in deferred revenue

1,041

1,457

5,516

4,515

Severance, professional fees and related costs

(2

)

1,094

1,777

1,842

Restructuring

—

—

6,486

1,111

Changes in working capital and other

(2,348

)

(1,443

)

1,499

336

Adjusted EBITDA

$

9,355

$

9,153

$

35,103

$

35,313

DHI GROUP, INC.

NON-GAAP & SUPPLEMENTAL DATA

(Unaudited)

(in thousands, except per share and customer data)

For the three months ended December 31, 2025

Reconciliation of Income (loss) before income taxes to Adjusted EBITDA:

ClearanceJobs

Dice

Corporate

Total

Income (loss) before income taxes

$

4,446

$

1,659

$

(3,954

)

$

2,151

Interest expense

—

—

566

566

Depreciation

701

2,436

—

3,137

Amortization

207

—

—

207

Non-cash stock based compensation

109

260

605

974

Income from equity method investment

—

—

(5

)

(5

)

Impairment of right-of-use asset

552

827

—

1,379

Impairment of investment

—

—

948

948

Severance, professional fees and related costs

7

1

(10

)

(2

)

Adjusted EBITDA

$

6,022

$

5,183

$
(1,850

)

$
9,355

Reconciliation of Adjusted EBITDA Margin:

Revenue

$

13,949

$

17,426

$

—

$

31,375

Income (loss) before income taxes

$

4,446

$

1,659

$

(3,954

)

$

2,151

Income (loss) before income taxes margin⁽¹⁾

32

%

10

%

n.m.

7

%

Adjusted EBITDA

$

6,022

$

5,183

$

(1,850

)

$

9,355

Adjusted EBITDA margin⁽¹⁾

43

%

30

%

n.m.

30

%

For the three months ended December 31, 2024

Reconciliation of Income (loss) before income taxes to Adjusted EBITDA:

ClearanceJobs

Dice

Corporate

Total

Income (loss) before income taxes

$

5,409

$

(122

)

$

(4,315

)

$

972

Interest expense

—

—

654

654

Depreciation

642

3,746

—

4,388

Non-cash stock based compensation

362

671

912

1,945

Loss from equity method investment

—

—

100

100

Severance, professional fees and related costs

(2

)

—

1,096

1,094

Adjusted EBITDA
$
6,411

$
4,295

$
(1,553

)

$
9,153

Reconciliation of Adjusted EBITDA Margin:

Revenue

$

13,768

$

21,017

$

—

$

34,785

Income (loss) before income taxes

$

5,409

$

(122

)

$

(4,315

)

$

972

Income (loss) before income taxes margin⁽¹⁾

39

%

(1

)%

n.m.

3

%

Adjusted EBITDA

$

6,411

$

4,295

$

(1,553

)

$

9,153

Adjusted EBITDA margin⁽¹⁾

47

%

20

%

n.m.

26

%

(1)^{Income (Loss) Before Income Taxes Margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period’s revenue.}

DHI GROUP, INC.

NON-GAAP & SUPPLEMENTAL DATA

(Unaudited)

(in thousands, except per share and customer data)

For the year ended December 31, 2025

Reconciliation of Income (loss) before income taxes to Adjusted EBITDA:

ClearanceJobs

Dice

Corporate

Total

Income (loss) before income taxes

$

18,541

$

(15,967

)

$

(17,262

)

$

(14,688

)

Interest expense

—

—

2,459

2,459

Depreciation

2,946

11,298

—

14,244

Amortization

333

—

—

333

Non-cash stock based compensation

691

1,550

2,616

4,857

Income from equity method investment

—

—

(92

)

(92

)

Impairment of intangible assets

—

9,600

—

9,600

Impairment of goodwill

—

7,800

—

7,800

Impairment of right-of-use asset

552

827

—

1,379

Impairment of investment

—

—

948

948

Severance, professional fees and related costs

311

49

1,417

1,777

Restructuring

372

3,844

2,270

6,486

Adjusted EBITDA
$
23,746

$
19,001

$
(7,644

)

$
35,103

Reconciliation of Adjusted EBITDA Margin:

Revenue

$

54,889

$

72,937

$

—

$

127,826

Income (loss) before income taxes

$

18,541

$

(15,967

)

$

(17,262

)

$

(14,688

)

Income (loss) before income taxes margin⁽¹⁾

34

%

(22

)%

n.m.

(11

)%

Adjusted EBITDA

$

23,746

$

19,001

$

(7,644

)

$

35,103

Adjusted EBITDA margin⁽¹⁾

43

%

26

%

n.m.

27

%

For the year ended December 31, 2024

Reconciliation of Income (loss) before income taxes to Adjusted EBITDA:

ClearanceJobs

Dice

Corporate

Total

Income (loss) before income taxes

$

20,055

$

21

$

(17,126

)

$

2,950

Interest expense

—

—

3,200

3,200

Depreciation

2,631

15,341

—

17,972

Non-cash stock based compensation

1,497

2,778

3,788

8,063

Income from equity method investment

—

—

(225

)

(225

)

Impairment of investment

—

—

400

400

Severance, professional fees and related costs

(18

)

(34

)

1,894

1,842

Restructuring

—

—

1,111

1,111

Adjusted EBITDA
$
24,165

$
18,106

$
(6,958

)

$
35,313

Reconciliation of Adjusted EBITDA Margin:

Revenue

$

54,143

$

87,783

$

—

$

141,926

Income (loss) before income taxes

$

20,055

$

21

$

(17,126

)

$

2,950

Income (loss) before income taxes margin⁽¹⁾

37

%

—

%

n.m.

2

%

Adjusted EBITDA

$

24,165

$

18,106

$

(6,958

)

$

35,313

Adjusted EBITDA margin⁽¹⁾

45

%

21

%

n.m.

25

%

(1)^{Income (Loss) Before Income Taxes Margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period’s revenue.}

DHI GROUP, INC.

NON-GAAP & SUPPLEMENTAL DATA

(Unaudited)

(in thousands, except per share and customer data)

A reconciliation of Adjusted EBITDA Margin for the three months and year ended December 31, 2025 and 2024 follows (in thousands):

Three Months Ended December 31,

Year Ended December 31,

2025

2024

2025

2024

Revenues

$

31,375

$

34,785

$

127,826

$

141,926

Net income (loss)

$

1,351

$

1,022

$

(13,510

)

$

253

Net income (loss) margin⁽¹⁾

4

%

3

%

(11

)%

—

%

Adjusted EBITDA

$

9,355

$

9,153

$

35,103

$

35,313

Adjusted EBITDA Margin⁽¹⁾

30

%

26

%

27

%

25

%

(1) Net income (loss) margin and Adjusted EBITDA Margin are calculated by dividing the respective measure by that period’s revenue.

Guidance

Earlier in this press release, the Company provided guidance for Adjusted EBITDA margin, which is a non-GAAP financial measure. We are unable to reconcile expected Adjusted EBITDA margin to its nearest GAAP measure without unreasonable efforts because we are unable to predict with a reasonable degree of certainty the actual impact of items such as non-cash stock-based compensation, impairments, income tax expense, gains or losses from equity method investments, severance, professional fees and related costs, and restructuring charges. By their very nature, these items are difficult to anticipate with precision because they are generally associated with unexpected and unplanned events that impact our company and its financial results. Therefore, we are unable to provide a reconciliation of this non-GAAP financial measure without unreasonable efforts.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260204054729/en/

Investor Contact

Todd Kehrli or Jim Byers

PondelWilkinson, Inc.

212-448-4181

[email protected]

Media Contact

Rachel Ceccarelli

VP of Engagement

212-448-8288

[email protected]

KEYWORDS: Colorado United States North America

INDUSTRY KEYWORDS: Technology Human Resources Consulting Other Technology Professional Services Software Internet Data Analytics Data Management Artificial Intelligence

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