Market Newsdesk

May 5, 2026 6:48 am

Ferguson Reports First Quarter Ended March 31, 2026

Ferguson Reports First Quarter Ended March 31, 2026

Solid Start to the Year; Full Year Guidance Unchanged

First quarter highlights

Sales of $7.5 billion, increased 3.6%.
Gross margin of 31.0%, up 30 bps from prior year.
Operating margin of 8.2%, up 120 bps on prior year (8.7%, up 40 bps on an adjusted basis).
Diluted earnings per share of $2.13, up 23.1% on prior year ($2.28 on an adjusted basis, up 9.1%).
Completed two acquisitions during the quarter, one subsequent to quarter-end and signed definitive purchase agreements on another three.
Declared quarterly dividend of $0.89.
Share repurchases of $236 million during the quarter; and new $2 billion share repurchase program authorization.
Balance sheet remains strong with net debt to adjusted EBITDA of 1.0x.

NEWPORT NEWS, Va.–(BUSINESS WIRE)–
Ferguson Enterprises Inc. (NYSE: FERG; LSE: FERG). Kevin Murphy, Ferguson CEO, commented, “Our associates delivered another quarter of solid results in a challenging market. We are particularly pleased with another quarter of strong non-residential revenue growth, driven by our ability to serve large capital projects. Our scale-advantaged business model and consistent cash generation enable us to invest in organic growth, consolidate our markets through acquisitions and return capital to shareholders, all while maintaining a strong balance sheet.

“While the economic environment remains uncertain, we expect to continue to outperform the market by deploying scale locally while leveraging the long term growth drivers of water infrastructure, large capital projects, climate and comfort and aging and underbuilt housing. We are confident in our ability to capitalize on these growth drivers as we provide essential water and air solutions for the complex project needs of the specialized professional.”

Calendar 2026 Guidance (unchanged)

	2026 Guidance January 1 – December 31, 2026
Net sales	Low to mid-single digit growth
Adjusted operating margin*	9.4% – 9.8%
Interest expense	~$200 million
Capital expenditures	$350 – $400 million
Adjusted effective tax rate*	~26%
* The Company does not reconcile forward-looking non-GAAP measures. See “Non-GAAP Reconciliations and Supplementary information”.

	Three months ended March 31,				Change
US$ (In millions, except per share amounts)	2026		2025		Change
	Reported	Adjusted⁽¹⁾	Reported	Adjusted⁽¹⁾	Reported	Adjusted
Net sales	7,472	7,472	7,213	7,213	+3.6 %	+3.6 %
Gross margin	31.0 %	31.0 %	30.7 %	30.7 %	+30 bps	+30 bps
Operating profit	612	647	507	597	+20.7 %	+8.4 %
Operating margin	8.2 %	8.7 %	7.0 %	8.3 %	+120 bps	+40 bps
Earnings per share – diluted	2.13	2.28	1.73	2.09	+23.1 %	+9.1 %
Adjusted EBITDA		711		651		+9.2 %
Net debt⁽¹⁾ : Adjusted EBITDA		1.0x		1.1x

(1)	The Company uses certain non-GAAP measures, which are not defined or specified under U.S. GAAP. See the section titled “Non-GAAP Reconciliations and Supplementary Information.”

Summary of financial results

Quarter ended March 31, 2026

Net sales of $7.5 billion were 3.6% ahead of last year driven by organic revenue growth of 2.8% and acquisition growth of 0.8%. Price inflation was in the mid-single digits.

Gross margin of 31.0% was 30 basis points above last year reflecting solid execution across the business. In addition, we continued to drive productivity and diligently manage the cost base.

Reported operating profit was $612 million (8.2% operating margin), 20.7% ahead of last year. Adjusted operating profit of $647 million (8.7% adjusted operating margin) was 8.4% above last year.

Reported diluted earnings per share was $2.13, an increase of 23.1% compared to last year, while adjusted diluted earnings per share of $2.28 increased 9.1% due to the higher adjusted operating profit and the impact of share repurchases.

US – quarter ended March 31, 2026

Net sales in the US business increased by 3.5%, with organic revenue growth of 2.9% and a further 0.6% contribution from acquisitions.

Residential end markets, representing approximately half of US revenue, remained challenged. New residential construction activity has been weak and repair, maintenance and improvement (“RMI”) work remains soft. We continue to outperform weak markets with residential revenue down 1% in the quarter.

Although the overall non-residential market remains mixed, our scale, expertise, multi-customer group approach and value-added solutions drove strong share gains with non-residential revenue up 8% this quarter. We are pleased with the on-going large capital project activity and continue to see solid shipments with growth in open order volumes and bidding activity.

Adjusted operating profit of $656 million was 7.4% or $45 million above last year.

We completed two acquisitions within our Waterworks customer group during the first quarter, including: Technology Sales Associates, Inc. and Chesapeake Environmental Equipment, LLC. Subsequent to quarter-end, we acquired Carrier Great Lakes in our HVAC customer group. We also signed definitive purchase agreements for two additional HVAC acquisitions, Dealers Supply Company and New England Applied Products, as well as PRD Technologies Group within our Industrial customer group. We anticipate closing these three acquisitions during the second quarter. Collectively, these acquisitions will expand and enhance our capabilities across water and wastewater treatment, residential, commercial and applied HVAC, and industrial valves and flow control. The aggregate annualized revenue impact of these six acquisitions is approximately $350 million.

Canada – quarter ended March 31, 2026

Net sales increased by 5.5%, with a 5.8% contribution from acquisitions offset by an organic decline of 0.3%. A favorable 4.6% impact from foreign exchange rates was fully offset by 4.6% from a non-core business divestment. Markets have remained subdued in Canada, particularly in residential. Adjusted operating profit of $5 million was $1 million below last year.

Segment overview

	Three months ended March 31,
US$ (In millions)	2026	2025	Change
Net sales:
US	7,146	6,904	+3.5 %
Canada	326	309	+5.5 %
Total net sales	7,472	7,213	+3.6 %

Adjusted operating profit:
US	656	611	+7.4 %
Canada	5	6	(16.7) %
Central and other costs	(14)	(20)
Total adjusted operating profit	647	597	+8.4 %

Financial position

Net debt to adjusted EBITDA at March 31, 2026 was 1.0x and during the quarter we completed share repurchases of $236 million. Taking into account our strong financial position, the Board authorized the repurchase of up to $2.0 billion of Ferguson’s outstanding common stock, replacing the company’s existing repurchase program. The authorization has no expiration date.

We declared a quarterly dividend of $0.89. The dividend will be paid on July 8, 2026 to stockholders of record as of May 15, 2026.

London Stock Exchange listing review

Ferguson is undertaking a review of its London Stock Exchange (LSE) secondary listing, the outcome of which may result in the cancellation of the Company’s LSE listing. The Company anticipates completing this review during the second quarter of 2026 and will provide an update to shareholders at that time.

Investor conference call and webcast

A call with Kevin Murphy, CEO and Bill Brundage, CFO will commence at 8:30 a.m. ET (1:30 p.m. BST) today. The call will be recorded and available on our website after the event at corporate.ferguson.com.

Dial in number

US: +1 646 664 1960

UK: +44 (0) 20 3936 2999

Ask for the Ferguson call quoting 570963. To access the call via your laptop, tablet or mobile device please go to corporate.ferguson.com. If you have technical difficulties, please click the “Listen by Phone” button on the webcast player and dial the number provided.

About Ferguson

Ferguson (NYSE: FERG; LSE: FERG) is North America’s largest value-added distributor of essential water and air solutions, serving specialized professionals in our $340B residential and non-residential construction markets. We help make our customers’ complex projects simple, successful and sustainable by providing expertise and a wide range of products and services from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more. Headquartered in Newport News, Va., Ferguson has sales of $31.3 billion (CY’25) and approximately 35,000 associates in over 1,700 locations. For more information, please visit corporate.ferguson.com.

Provisional financial calendar

Results for period ending June 30, 2026

August 10, 2026 with call from 8:30 a.m. ET

Cautionary note on forward-looking statements

Certain information included in this announcement is forward-looking, including within the meaning of the Private Securities Litigation Reform Act of 1995, and involves risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements. Forward-looking statements cover all matters which are not historical facts and include, without limitation, statements or guidance regarding or relating to our future financial position, results of operations and growth, plans and objectives for the future including our capabilities and priorities, expectations regarding global and regional economic, market and political conditions, ability to manage supply chain challenges, ability to manage the impact of product price fluctuations, the overall performance of, including demand levels for, the markets in which we operate, our acquisition pipeline and ability to achieve potential benefits from future acquisitions, capital deployment strategy, including the amount and timing of our dividends and share repurchases, investments and capital expenditures, plans regarding stock exchange listings and other statements concerning the success of our business and strategies. Forward-looking statements can be identified by the use of forward-looking terminology, including terms such as “believes,” “estimates,” “anticipates,” “expects,” “forecasts,” “guidance,” “intends,” “continues,” “plans,” “projects,” “poised,” “goal,” “target,” “aim,” “may,” “will,” “would,” “could” or “should” or, in each case, their negative or other variations or comparable terminology and other similar references to future periods. Forward-looking statements speak only as of the date on which they are made. They are not assurances of future performance and are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Therefore, you should not place undue reliance on any of these forward-looking statements. Although we believe that the forward-looking statements contained in this announcement are based on reasonable assumptions, you should be aware that many factors could cause actual results to differ materially from those contained in such forward-looking statements, including but not limited to: weakness in the economy, market trends, uncertainty and other conditions in the markets in which we operate and the macroeconomic impact of factors beyond our control (including, among others, inflation/deflation, recession, labor and wage pressures, trade restrictions such as tariffs, sanctions and retaliatory countermeasures, interest rates, and geopolitical conditions); failure to rapidly identify or effectively respond to direct and/or end customers’ wants, expectations or trends, including costs and potential problems associated with new or upgraded information technology systems or our ability to timely deploy new omni-channel capabilities; decreased demand for our products as a result of operating in highly competitive industries and the impact of declines in the residential and non-residential markets and our ability to effectively manage inventory as a result; changes in competition, including as a result of market consolidation, new entrants, vertical integration or competitors responding more quickly to emerging technologies (such as generative or agentic artificial intelligence (“AI”)); failure of a key information technology system or process as well as payment-related risks, including exposure to fraud or theft; privacy and protection of sensitive data failures, including failures due to data corruption, cybersecurity incidents, network security breaches or the use of AI; ineffectiveness of or disruption in our domestic or international supply chain or our fulfillment network, including delays in inventory availability at our distribution facilities and branches, increased delivery costs or lack of availability due to loss of key suppliers; failure to effectively manage and protect our facilities and inventory or to prevent personal injury to customers, suppliers or associates, including as a result of workplace violence; unsuccessful execution of our operational strategies, including the failure to quickly adapt our strategy to emerging technologies; failure to attract, retain and motivate key associates; exposure of associates, contractors, customers, suppliers and other individuals to health and safety risks and fleet incidents; risks associated with acquisitions, partnerships, joint ventures and other business combinations, dispositions or strategic transactions; risks associated with sales of private label products, including regulatory, product liability and reputational risks and the adverse impact such sales may have on supplier relationships and rebates; the failure to achieve and maintain a high level of product and service quality or comply with responsible sourcing standards; inability to renew leases on favorable terms or at all, as well as any remaining obligations under a lease when we close a facility; changes in, interpretations of, or compliance with tax laws and accounting standards; our access to capital, indebtedness and changes in our credit ratings and outlook; fluctuations in product prices/costs (e.g., including as a result of the use of commodity-priced materials, inflation/deflation, trade restrictions and/or failure to qualify for or maintain supplier rebates) and foreign currency; funding risks related to our defined benefit pension plans; legal proceedings in the ordinary course of our business as well as any failure to comply with domestic and foreign laws, regulations and standards, as those laws, regulations and standards or interpretations and enforcement thereof may change; the occurrence of unforeseen developments such as litigation, investigations, governmental proceedings or enforcement actions; our failure to comply with the obligations associated with being a public company listed on the New York Stock Exchange and London Stock Exchange and the costs associated therewith; the costs and risk exposure relating to sustainability matters and disclosures, including regulatory or legal requirements and disparate stakeholder expectations; and other risks and uncertainties set forth under the heading “Risk Factors” in our Transition Report on Form 10-KT for the five-month transition period ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 27, 2026 and in other filings we make with the SEC in the future. Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Other than in accordance with our legal or regulatory obligations, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Ferguson Enterprises Inc.

Non-GAAP Reconciliations and Supplementary Information

(unaudited)

Non-GAAP items

This announcement contains certain financial information that is not presented in conformity with U.S. GAAP. These non-GAAP financial measures include adjusted operating profit, adjusted operating margin, adjusted net income, adjusted earnings per share – diluted, adjusted EBITDA, adjusted effective tax rate, net debt and net debt to adjusted EBITDA ratio. The Company believes that these non-GAAP financial measures provide users of the Company’s financial information with additional meaningful information to assist in understanding financial results and assessing the Company’s performance from period to period. Management believes these measures are important indicators of operations because they exclude items that may not be indicative of our core operating results and provide a better baseline for analyzing trends in our underlying businesses, and they are consistent with how business performance is planned, reported and assessed internally by management and the board of directors. Such non-GAAP adjustments include amortization of acquired intangible assets, discrete tax items, and any other items that are non-recurring. Non-recurring items may include various restructuring charges, gains or losses on the disposals of businesses which by their nature do not reflect primary operations, as well as certain other items deemed non-recurring in nature and/or that are not a result of the Company’s primary operations. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. These non-GAAP financial measures should not be considered in isolation or as a substitute for results reported under U.S. GAAP. These non-GAAP financial measures reflect an additional way of viewing aspects of operations that, when viewed with U.S. GAAP results, provide a more complete understanding of the business. The Company strongly encourages investors and shareholders to review the Company’s financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

The Company does not provide a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures on a forward-looking basis because it is unable to predict with reasonable certainty or without unreasonable effort non-recurring items, such as those described above, that may arise in the future. The variability of these items is unpredictable and may have a significant impact.

Reconciliation of Net Income to Adjusted Operating Profit and Adjusted EBITDA

	Three months ended
	March 31,
(In millions)	2026		2025
Net income	$	414	$	345
Provision for income taxes		146		124
Interest expense, net		45		46
Other expense (income), net		7		(8	)
Operating profit		612		507
Corporate restructuring expenses⁽¹⁾		2		—
Business restructuring expenses⁽²⁾		—		51
Amortization of acquired intangibles		33		39
Adjusted Operating Profit		647		597
Depreciation & impairment of PP&E		58		47
Amortization of non-acquired intangibles		6		7
Adjusted EBITDA	$	711	$	651

(1)	For the three months ended March 31, 2026, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States.
(2)	For the three months ended March 31, 2025, business restructuring expenses primarily related to the Company’s implementation of targeted actions to streamline operations, enhancing speed and efficiency to better serve customers and drive further profitable growth.

Net Debt : Adjusted EBITDA Reconciliation

To assess the appropriateness of its capital structure, the Company’s principal measure of financial leverage is net debt to adjusted EBITDA. The Company aims to operate with investment grade credit metrics and keep this ratio within one to two times.

Net debt

Net debt comprises bank overdrafts, bank and other loans and derivative financial instruments, excluding lease liabilities, less cash and cash equivalents. Long-term debt is presented net of debt issuance costs.

	As of March 31,
(In millions)	2026	2025
Long-term debt	$3,979	$3,500
Short-term debt	148	400
Bank overdrafts⁽¹⁾	—	4
Derivative liabilities	2	4
Cash and cash equivalents	(820)	(596)
Net debt	$3,309	$3,312

(1)	Bank overdrafts are included in other current liabilities in the Company’s Consolidated Balance Sheets.

Adjusted EBITDA (Rolling 12-month)

Adjusted EBITDA is net income before charges/credits relating to depreciation, amortization, impairment and certain non-GAAP adjustments. A rolling 12-month adjusted EBITDA is used in the net debt to adjusted EBITDA ratio to assess the appropriateness of the Company’s financial leverage.

	Twelve months ended
(In millions, except ratios)	March 31,
	2026		2025
Net income	$	2,075	$	1,592
Provision for income taxes		600		691
Interest expense, net		189		184
Other expense (income), net		30		(5	)
Restructuring activities⁽¹⁾		25		63
Depreciation and amortization		384		360
Adjusted EBITDA	$	3,303	$	2,885
Net Debt: Adjusted EBITDA	1.0x		1.1x

(1)

For the rolling twelve months ended March 31, 2026 and 2025, restructuring expenses primarily related to the Company’s implementation of targeted actions to streamline operations, enhancing speed and efficiency to better serve customers and drive further profitable growth, including a gain on the sale of a closed distribution center in November 2025, as well as incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States.

Reconciliation of Net Income to Adjusted Net Income and Adjusted EPS – Diluted

	Three months ended
	March 31,
(In millions, except per share amounts)	2026						2025
				per share⁽¹⁾						per share⁽¹⁾
Net income	$	414		$	2.13		$	345		$	1.73
Corporate restructuring expenses⁽²⁾		2			0.01			—			—
Business restructuring expenses⁽³⁾		—			—			51			0.26
Amortization of acquired intangibles		33			0.17			39			0.20
Discrete tax adjustments⁽⁴⁾		4			0.02			3			0.02
Tax impact-non-GAAP adjustments⁽⁵⁾		(9	)		(0.05	)		(23	)		(0.12	)
Adjusted net income	$	444		$	2.28		$	415		$	2.09

Diluted weighted-average shares outstanding					194.8						199.0

(1)	Per share on a dilutive basis.
(2)	For the three months ended March 31, 2026, corporate restructuring expenses primarily related to incremental costs in connection with transition activities following the establishment of our parent company’s domicile in the United States.
(3)	For the three months ended March 31, 2025, business restructuring expenses primarily related to the Company’s implementation of targeted actions to streamline operations, enhancing speed and efficiency to better serve customers and drive further profitable growth.
(4)	For the three months ended March 31, 2026 and 2025, discrete tax adjustments were mainly related to interest on uncertain tax positions.
(5)	For the three months ended March 31, 2026, the tax impact on non-GAAP adjustments primarily related to the amortization of acquired intangibles. For the three months ended March 31, 2025, the tax impact on non-GAAP adjustments related to the restructuring expenses and the amortization of acquired intangibles.

Ferguson Enterprises Inc. Condensed Consolidated Statements of Earnings (unaudited)

	Three months ended
	March 31,
(In millions, except per share amounts)		2026			2025
Net sales	$	7,472		$	7,213
Cost of sales		(5,154	)		(4,997	)
Gross profit		2,318			2,216
Selling, general and administrative expenses		(1,607	)		(1,565	)
Restructuring expenses		(2	)		(51	)
Depreciation and amortization		(97	)		(93	)
Operating profit		612			507
Interest expense, net		(45	)		(46	)
Other (expense) income, net		(7	)		8
Income before income taxes		560			469
Provision for income taxes		(146	)		(124	)
Net income	$	414		$	345

Earnings per share – Basic	$	2.13		$	1.74

Earnings per share – Diluted	$	2.13		$	1.73

Weighted average number of shares outstanding:
Basic		194.6			198.8
Diluted		194.8			199.0

Ferguson Enterprises Inc. Condensed Consolidated Balance Sheets (unaudited)

	As of
(In millions)	March 31, 2026		December 31, 2025
Assets
Cash and cash equivalents	$	820	$	557
Accounts receivable, net		3,669		3,312
Inventories		4,676		4,588
Prepaid and other current assets		961		1,031
Assets held for sale		39		48
Total current assets		10,165		9,536
Property, plant and equipment, net		1,931		1,911
Operating lease right-of-use assets		1,893		1,832
Deferred income taxes, net		125		165
Goodwill		2,481		2,470
Other non-current assets		1,194		1,238
Total assets	$	17,789	$	17,152

Liabilities and stockholders’ equity
Accounts payable	$	3,677	$	3,117
Other current liabilities		2,021		2,008
Total current liabilities		5,698		5,125
Long-term debt		3,979		3,978
Long-term portion of operating lease liabilities		1,489		1,436
Other long-term liabilities		749		756
Total liabilities		11,915		11,295
Total stockholders’ equity		5,874		5,857
Total liabilities and stockholders’ equity	$	17,789	$	17,152

Ferguson Enterprises Inc. Condensed Consolidated Statements of Cash Flows (unaudited)

(In millions)	Three months ended
	March 31,
		2026			2025
Cash flows from operating activities:
Net income	$	414		$	345
Depreciation and amortization		97			93
Share-based compensation		16			9
Changes in inventories		(92	)		(54	)
Changes in receivables and other assets		(275	)		(121	)
Changes in accounts payable and other liabilities		543			656
Other operating activities		69			(54	)
Net cash provided by operating activities		772			874
Cash flows from investing activities:
Purchase of businesses acquired, net of cash acquired		(10	)		(150	)
Capital expenditures		(92	)		(73	)
Other investing activities		8			12
Net cash used in investing activities		(94	)		(211	)
Cash flows from financing activities:
Purchase of treasury shares		(236	)		(207	)
Net change in debt and bank overdrafts		—			(419	)
Cash dividends		(174	)		(166	)
Other financing activities		(3	)		(22	)
Net cash used in financing activities		(413	)		(814	)
Change in cash, cash equivalents and restricted cash		265			(151	)
Effects of exchange rate changes		(2	)		9
Cash, cash equivalents and restricted cash, beginning of period		581			773
Cash, cash equivalents and restricted cash, end of period	$	844		$	631

View source version on businesswire.com: https://www.businesswire.com/news/home/20260505616731/en/

For further information please contactInvestor relations

Pete Kennedy, Vice President Investor Relations

Mobile: +1 757 603 0111

Christen Rusbarsky, Director of Investor Relations

Mobile: +1 443 528 2533

Media inquiries

Christine Dwyer, Vice President of Communications and PR

Mobile: +1 757 469 5813

KEYWORDS: Virginia United States North America

INDUSTRY KEYWORDS: Building Systems Manufacturing Other Manufacturing HVAC Construction & Property

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May 5, 2026 6:48 am

TopBuild Reports First Quarter 2026 Results

First quarter sales grew 17.2% to $1.45 billion driven by acquisitions

DAYTONA BEACH, Fla., May 05, 2026 (GLOBE NEWSWIRE) — TopBuild Corp.(NYSE:BLD), a leading installer of insulation and commercial roofing and a specialty distributor of insulation and related building products to the construction industry in the United States and Canada, today reported results for the first quarter ended March 31, 2026.

“Our first quarter performance was in line with our expectations as we continue our focus on delivering compounding shareholder returns, driving operational excellence, and executing our long-term strategy,” said Robert Buck, CEO of TopBuild.

“In the first quarter, sales grew 17.2%, driven by the 2025 acquisitions of SPI and Progressive Roofing, offsetting the macro challenges in residential and light commercial new construction. While the residential market faces ongoing uncertainty, the heavy commercial and industrial end markets are healthy and our results are solid. We are also making excellent progress on the SPI integration and are on track to meet or exceed our original synergy targets,” Mr. Buck continued.

“M&A continues to be a priority given our strong free cash flow and robust pipeline of acquisitions across our installation and specialty distribution segments. To date in 2026, we’re pleased to have completed four acquisitions which together add more than $80 million in annual revenue, further diversify our end-market exposure and continue to position us for long-term growth.

“We are excited about our future in joining QXO, as was announced on April 19. By combining the TopBuild business with QXO, we are confident in our opportunities to accelerate our cross-selling initiatives, capitalize on procurement opportunities and leverage digital technology in a manner that will benefit our customers, employees and all stakeholders,” Mr. Buck concluded.

Financial Highlights

(comparisons are to the three months ended March 31, 2025)

Reported

Adjusted

($ in thousands)

2026

2025

2026

2025

Sales

1,445,860

1,233,278

1,445,860

1,233,278

Gross Profit

400,253

351,473

400,273

364,976

Gross Margin

27.7

28.5

27.7

29.6

SG&A

225,210

173,984

222,578

170,829

SG&A as % of Sales

15.6

14.1

15.4

13.9

Operating Profit

175,043

177,489

177,695

194,147

Operating Margin

12.1

14.4

12.3

15.7

Net Income

104,813

123,385

105,375

135,147

Net Income per diluted share

3.73

4.23

3.75

4.63

EBITDA

238,619

234,759

EBITDA Margin

16.5

19.0

Sales Drivers

(comparisons are to the three months ended March 31, 2025)


	Three Months Ended March 31, 2026
	Installation Services			Specialty Distribution			TopBuild, net of eliminations
Sales (in millions)	$	777		$	737		$	1,446
Sales Drivers
Volume		(9.8	%)		0.3	%		(5.5	%)
Price		(2.9	%)		0.3	%		(1.6	%)
M&A		16.9	%		31.1	%		24.3	%
Total Sales Change		4.3	%		31.7	%		17.2	%

Segment Profitability
(comparisons are to the three months ended March 31, 2025)


	Three Months Ended March 31, 2026
($ in thousands)	Installation Services			Specialty Distribution
Operating Profit	$	119,191		$	80,008
Change		(8.0	%)		15.9	%
Operating Margin		15.3	%		10.9	%
Adj. Operating Profit	$	119,549		$	80,265
Change		(13.4	%)		5.7	%
Adj. Operating Margin		15.4	%		10.9	%
Adj. EBITDA	$	149,168		$	106,528
Change		(5.3	%)		16.6	%
Adj. EBITDA Margin		19.2	%		14.5	%

Capital Allocation
2026 Acquisitions

Company	Annual Revenue		Month Closed
Company	($ in millions)		Month Closed
Upstate Spray Foam Insulation and Applied Coatings (I)	$	19.6	February
Johnson Roofing (I)		29.2	April
Energy Pros (I)		4.0	May
Claremont (D)		31.0	May
Total	$	83.8
I = Installation Services, D = Specialty Distribution

In addition to the acquisitions completed as listed above, TopBuild has signed a definitive agreement to acquire Comfort Pro, an insulation installation company based in Little Suamico, Wisc. with approximately $6 million in annual sales. The transaction is expected to close in the second quarter.

About TopBuild

TopBuild Corp., headquartered in Daytona Beach, Florida, is a leading installer of insulation and commercial roofing and is also a specialty distributor of insulation and related building products to the construction industry in the United States and Canada. We provide insulation and commercial roofing installation services nationwide through our Installation Services segment which has over 200 branches located across the United States. We distribute building and mechanical insulation, insulation accessories, and other building products for the residential, commercial, and industrial end markets through our Specialty Distribution business. Our Specialty Distribution network encompasses more than 250 branches across the United States and Canada. To learn more about TopBuild please visit our website at www.topbuild.com.

Use of Non-GAAP Financial Measures

Adjusted EBITDA, incremental EBITDA margin, adjusted EBITDA margin, the “adjusted” financial measures presented above, and figures presented on a “same branch basis” are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company believes that these non-GAAP financial measures, which are used in managing the business, may provide users of this financial information with additional meaningful comparisons between current results and results in prior periods. We define same branch sales as sales from branches in operation for at least 12 full calendar months. Such non-GAAP financial measures are reconciled to their closest GAAP financial measures in tables contained in this press release. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results under GAAP. Additional information may be found in the Company’s filings with the Securities and Exchange Commission which are available on TopBuild’s website under “SEC Filings” at www.topbuild.com.

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements may address, among other things, our expected financial and operational results, the related assumptions underlying our expected results, and our plan to repurchase our common stock under stock repurchase transactions. These forward-looking statements can be identified by words such as “will,” “would,” “anticipate,” “expect,” “believe,” “designed,” “plan,” “may,” “project,” “estimate” or “intend,” the negative of these terms, and similar references to future periods. These views involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements. Our forward-looking statements contained herein speak only as of the date of this press release. Factors or events that we cannot predict, including those described in the risk factors contained in our filings with the Securities and Exchange Commission, may cause our actual results to differ from those expressed in forward-looking statements. Although TopBuild believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be achieved and it undertakes no obligation to update any forward-looking statements as a result of new information, future events, or otherwise, except as required by applicable law.

(tables follow)

TopBuild Corp.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per common share amounts)

	Three Months Ended March 31,
	2026			2025
Net sales	$	1,445,860		$	1,233,278
Cost of sales		1,045,607			881,805
Gross profit		400,253			351,473

Selling, general, and administrative expense		225,210			173,984
Operating profit		175,043			177,489

Other income (expense), net:
Interest expense		(36,623	)		(16,602	)
Other, net		1,327			5,086
Other expense, net		(35,296	)		(11,516	)
Income before income taxes		139,747			165,973

Income tax expense		(34,934	)		(42,588	)
Net income	$	104,813		$	123,385

Net income per common share:
Basic	$	3.75		$	4.25
Diluted	$	3.73		$	4.23

Weighted average shares outstanding:
Basic		27,976,514			29,028,234
Diluted		28,130,208			29,174,892

TopBuild Corp.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(in thousands)

	Three Months Ended March 31,
	2026			2025
Net income	$	104,813		$	123,385
Other comprehensive (loss) income:
Foreign currency translation adjustment		(4,342	)		229
Comprehensive income	$	100,471		$	123,614

TopBuild Corp.
Condensed Consolidated Balance Sheets and Other Financial Data (Unaudited)
(dollars in thousands)
	As of
	March 31,			December 31,
	2026			2025
ASSETS
Current assets:
Cash and cash equivalents	$	268,847		$	184,742
Receivables, net of an allowance for credit losses of $29,680 at March 31, 2026, and $29,081 at December 31, 2025		930,521			894,408
Inventories		515,143			505,167
Prepaid expenses and other current assets		42,148			50,478
Total current assets		1,756,659			1,634,795

Right of use assets		261,536			271,396
Property and equipment, net		286,525			291,556
Goodwill		3,070,940			3,045,227
Other intangible assets, net		1,325,038			1,351,612
Other assets		10,465			10,726
Total assets	$	6,711,163		$	6,605,312

LIABILITIES
Current liabilities:
Accounts payable	$	471,217		$	440,214
Current portion of long-term debt		62,500			62,500
Accrued liabilities		251,991			249,361
Short-term operating lease liabilities		87,302			86,170
Short-term finance lease liabilities		6,611			6,571
Total current liabilities		879,621			844,816

Long-term debt		2,769,888			2,784,197
Deferred tax liabilities, net		395,765			387,594
Long-term portion of insurance reserves		58,645			58,681
Long-term operating lease liabilities		190,086			200,729
Long-term finance lease liabilities		11,014			11,020
Other liabilities		1,782			2,115
Total liabilities		4,306,801			4,289,152

EQUITY		2,404,362			2,316,160
Total liabilities and equity	$	6,711,163		$	6,605,312

	As of March 31,
	2026			2025
Other Financial Data
Receivables, net plus inventories less accounts payable	$	974,447		$	731,997
Net sales, acquisition adjusted †	$	6,154,730		$	5,329,105
Receivables, net plus inventories less accounts payable as a percent of sales (TTM) †		15.8	%		13.7	%

† Trailing 12 months sales have been adjusted for the pro forma effect of acquired branches

TopBuild Corp.
Condensed Consolidated Statement of Cash Flows (Unaudited)
(in thousands)

	Three Months Ended March 31,
	2026			2025
Cash Flows Provided by (Used in) Operating Activities:
Net income	$	104,813		$	123,385
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		56,295			35,791
Share-based compensation		4,629			5,042
Loss on sale of assets		327			829
Amortization of debt issuance costs		1,216			720
Provision for bad debt expense		3,412			3,666
Provision for inventory obsolescence		2,284			2,820
Impairment losses		—			9,868
Deferred income taxes, net		(20	)		(1,822	)
Change in certain assets and liabilities, net of effects of businesses acquired:
Receivables, net		(38,542	)		(1,118	)
Inventories		(18,336	)		(2,215	)
Prepaid expenses and other current assets		8,198			9,646
Accounts payable		31,464			(32,342	)
Accrued liabilities		4,739			(1,050	)
Other, net		257			(631	)
Net cash provided by operating activities		160,736			152,589

Cash Flows Provided by (Used in) Investing Activities:
Purchases of property and equipment		(13,999	)		(13,395	)
Acquisition of businesses, net of cash acquired		(27,888	)		294
Proceeds from sale of assets		394			248
Net cash used in investing activities		(41,493	)		(12,853	)

Cash Flows Provided by (Used in) Financing Activities:
Repayment of long-term debt		(15,625	)		(11,250	)
Proceeds from revolving credit facility		65,000			—
Repayment of revolving credit facility		(65,000	)		—
Principal payments on finance lease obligations		(1,861	)		—
Taxes withheld and paid on employees’ equity awards		(18,293	)		(4,466	)
Exercise of stock options		1,394			—
Repurchase of shares of common stock		—			(215,628	)
Net cash used in financing activities		(34,385	)		(231,344	)
Impact of exchange rate changes on cash		(753	)		101
Net increase (decrease) in cash and cash equivalents		84,105			(91,507	)
Cash and cash equivalents – Beginning of period		184,742			400,318
Cash and cash equivalents – End of period	$	268,847		$	308,811

Supplemental disclosure of noncash activities:
Leased assets obtained in exchange for new operating lease liabilities	$	12,987		$	17,547
Leased assets obtained in exchange for new finance lease liabilities		1,831			—
Accruals for property and equipment		685			444
Excise taxes capitalized to treasury stock		—			2,156

TopBuild Corp.
Segment Data (Unaudited)
(dollars in thousands)

	Three Months Ended March 31,
		2026			2025		Change
Installation Services
Sales	$	777,329		$	745,533			4.3	%

Operating profit, as reported	$	119,191		$	129,616
Operating margin, as reported		15.3	%		17.4	%

Rationalization charges		—			8,281
Acquisition related costs		358			143
Operating profit, as adjusted	$	119,549		$	138,040
Operating margin, as adjusted		15.4	%		18.5	%

Share-based compensation		428			349
Depreciation and amortization		29,191			19,167
EBITDA, as adjusted	$	149,168		$	157,556			(5.3	)%
EBITDA margin, as adjusted		19.2	%		21.1	%

Specialty Distribution
Sales	$	737,080		$	559,804			31.7	%

Operating profit, as reported	$	80,008		$	69,059
Operating margin, as reported		10.9	%		12.3	%

Rationalization charges		—			6,868
Acquisition related costs		257			37
Operating profit, as adjusted	$	80,265		$	75,964
Operating margin, as adjusted		10.9	%		13.6	%

Share-based compensation		843			463
Depreciation and amortization		25,420			14,939
EBITDA, as adjusted	$	106,528		$	91,366			16.6	%
EBITDA margin, as adjusted		14.5	%		16.3	%

TopBuild Corp.
Adjusted EBITDA (Unaudited)
(dollars in thousands)

	Three Months Ended March 31,
	2026				2025		Change
Total net sales
Sales before eliminations	$	1,514,409		$	1,305,337
Intercompany eliminations		(68,549	)		(72,059	)
Net sales after eliminations	$	1,445,860		$	1,233,278			17.2	%

Operating profit, as reported – segments	$	199,199		$	198,675
General corporate expense, net		(10,674	)		(9,259	)
Intercompany eliminations		(13,482	)		(11,927	)
Operating profit, as reported	$	175,043		$	177,489
Operating margin, as reported		12.1	%		14.4	%

Rationalization charges		—			15,358
Acquisition related costs †		2,652			1,300
Operating profit, as adjusted	$	177,695		$	194,147
Operating margin, as adjusted		12.3	%		15.7	%

Share-based compensation		4,629			5,042
Depreciation and amortization		56,295			35,570
EBITDA, as adjusted	$	238,619		$	234,759			1.6	%
EBITDA margin, as adjusted		16.5	%		19.0	%

Sales change period over period		212,582
EBITDA, as adjusted, change period over period		3,860
Incremental EBITDA, as adjusted, as a percentage of change in sales		1.8	%


† Acquisition related costs include corporate level adjustments as well as segment operating adjustments.

TopBuild Corp.
Same Branch and Acquisition Metrics (Unaudited)
(dollars in thousands)

	Three Months Ended March 31,
	2026			2025
Net sales
Same branch:
Installation Services	$	651,097		$	745,533
Specialty Distribution		562,934			559,804
Eliminations		(68,315	)		(72,059	)
Total same branch	$	1,145,716		$	1,233,278

Acquisitions (a):
Installation Services	$	126,232		$	—
Specialty Distribution		174,146			—
Eliminations		(234	)		—
Total acquisitions		300,144			—
Total net sales	$	1,445,860		$	1,233,278

EBITDA, as adjusted
Same branch:
Installation Services	$	126,695		$	157,557
Specialty Distribution		86,071			91,367
Eliminations		(17,077	)		(14,165	)
Total same branch	$	195,689		$	234,759

Acquisitions (a):
Installation Services	$	22,473		$	—
Specialty Distribution		20,457			—
Total acquisitions		42,930			—
Total EBITDA, as adjusted	$	238,619		$	234,759

EBITDA, as adjusted, as a percentage of sales
Same branch (b)		17.1	%
Acquisitions (c)		14.3	%
Total (d)		16.5	%		19.0

As Adjusted (Decremental)/Incremental EBITDA, as a percentage of change in sales
Same branch (e)		(44.6	)%
Acquisitions (c)		14.3	%
Total (f)		1.8	%

(a) Represents current year impact of acquisitions in their first twelve months
(b) Same branch metric, as adjusted, as a percentage of same branch sales
(c) Acquired metric, as adjusted, as a percentage of acquired sales
(d) Total EBITDA, as adjusted, as a percentage of total sales
(e) Change in same branch EBITDA, as adjusted, as a percentage of change in same branch sales
(f) Change in total EBITDA, as adjusted, as a percentage of change in total sales

TopBuild Corp.
Same Branch Revenue by Line of Business (Unaudited)
(dollars in thousands)

	Three Months Ended March 31,
	2026		2025		Change
Residential:
Same branch	$	685,972	$	769,751		(10.9	)%
Acquisitions (a)		23,127		—
Total Residential sales		709,099		769,751		(7.9	)%

Commercial/Industrial:
Same branch	$	459,744	$	463,527		(0.8	)%
Acquisitions (a)		277,017		—
Total Commercial/Industrial sales		736,761		463,527		58.9	%
Total net sales	$	1,445,860	$	1,233,278		17.2	%

(a) Represents current year impact of acquisitions in their first twelve months

TopBuild Corp.
Non-GAAP Reconciliations (Unaudited)
(in thousands, except share and per common share amounts)

	Three Months Ended March 31,
	2026			2025
Gross Profit Reconciliation

Net Sales	$	1,445,860		$	1,233,278

Gross profit, as reported	$	400,253		$	351,473

Acquisition related costs		20			—
Rationalization charges		—			13,503
Gross profit, as adjusted	$	400,273		$	364,976

Gross margin, as reported		27.7	%		28.5	%
Gross margin, as adjusted		27.7	%		29.6	%

Selling, General and Administrative Expense Reconciliation

Selling, general, and administrative expense, as reported	$	225,210		$	173,984

Rationalization charges		—			1,855
Acquisition related costs		2,632			1,300
Selling, general, and administrative expense, as adjusted	$	222,578		$	170,829

Operating Profit Reconciliation

Operating profit, as reported	$	175,043		$	177,489

Rationalization charges		—			15,358
Acquisition related costs		2,652			1,300
Operating profit, as adjusted	$	177,695		$	194,147

Operating margin, as reported		12.1	%		14.4	%
Operating margin, as adjusted		12.3	%		15.7	%

Income Per Common Share Reconciliation

Income before income taxes, as reported	$	139,747		$	165,973

Rationalization charges		—			15,358
Acquisition related costs		2,652			1,300
Income before income taxes, as adjusted		142,399			182,631

Tax rate at 26.0%		(37,024	)		(47,484	)
Income, as adjusted	$	105,375		$	135,147

Income per common share, as adjusted	$	3.75		$	4.63

Weighted average diluted common shares outstanding		28,130,208			29,174,892

TopBuild Corp.
Reconciliation of Adjusted EBITDA to Net Income (Unaudited)
(in thousands)

	Three Months Ended March 31,
	2026		2025
Net income, as reported	$	104,813	$	123,385
Adjustments to arrive at EBITDA, as adjusted:
Interest expense and other, net		35,296		11,516
Income tax expense		34,934		42,588
Depreciation and amortization		56,295		35,570
Share-based compensation		4,629		5,042
Rationalization charges		—		15,358
Acquisition related costs		2,652		1,300
EBITDA, as adjusted	$	238,619	$	234,759

TopBuild Corp.
Acquisition Adjusted Net Sales (Unaudited)
(in thousands)
	2025						2026		Trailing Twelve Months Ended
	Q2		Q3		Q4		Q1		March 31, 2026
Net sales	$	1,297,403	$	1,393,158	$	1,485,247	$	1,445,860	$	5,621,668
Acquisitions pro forma adjustment †		313,828		199,550		18,046		1,638		533,062
Net sales, acquisition adjusted	$	1,611,231	$	1,592,708	$	1,503,293	$	1,447,498	$	6,154,730


† Sales have been adjusted for the pro forma effect of acquired branches

Investor Relations and Media Contact

PI Aquino        
[email protected] 
386-763-8801

May 5, 2026 6:48 am

Aptiv Reports First Quarter 2026 Financial Results

Aptiv Reports First Quarter 2026 Financial Results

Record First Quarter Revenue and Adjusted EPS

SCHAFFHAUSEN, Switzerland–(BUSINESS WIRE)–
Aptiv PLC (NYSE: APTV), a global industrial technology company, today reported financial results for the first quarter of 2026. These results include the Electrical Distribution systems (“EDS”) business, which completed its spin-off into a new publicly traded company, Versigent, on April 1, 2026.

First Quarter Financial Highlights Include:

U.S. GAAP revenue of $5.1 billion, an increase of 5%
- Revenue increased 1% adjusted for currency exchange and commodity movements
U.S. GAAP net income of $189 million
Adjusted EBITDA of $752 million
U.S. GAAP diluted earnings per share of $0.88; Excluding special items, diluted earnings per share of $1.71

“We continued Aptiv’s strategic evolution with the successful spin-off of our EDS business as Versigent on April 1,” said Kevin Clark, chair and chief executive officer. “Our value proposition is now even stronger, with a sharper focus on enabling devices and systems to sense, think, act, and optimize across industries. Through our comprehensive tech stack of advanced software and optimized hardware, and our robust operating model, we deliver performance and value at global scale for customers across multiple end markets. We are focused on delivering an attractive financial profile, with our strong free cash flow generation enabling incremental value creation opportunities.”

First Quarter 2026 Results

For the three months ended March 31, 2026, the Company reported U.S. GAAP revenue of $5.1 billion, an increase of 5% from the prior year period. Adjusted for currency exchange and commodity movements, revenue increased by 1% in the first quarter. This reflects growth of 7% in North America, 3% in Asia Pacific, which includes a decline of 2% in China, and 7% growth in South America, our smallest region, partially offset by a decline of 7% in EMEA.

The Company reported first quarter 2026 U.S. GAAP net income of $189 million, net income margin of 3.7% and earnings of $0.88 per diluted share, compared to U.S. GAAP net loss of $11 million, net loss margin of 0.2% and a loss of $0.05 per diluted share in the prior year period. First quarter Adjusted Net Income totaled $365 million, or earnings of $1.71 per diluted share, compared to $390 million, or $1.69 per diluted share, in the prior year period.

The Company reported first quarter Adjusted EBITDA of $752 million, compared to $758 million in the prior year period. Adjusted EBITDA margin was 14.8%, compared to 15.7% in the prior year period, primarily reflecting increased commodity costs and unfavorable impacts of foreign currency exchange, partially offset by increased volumes.

The Company reported first quarter Adjusted Operating Income of $562 million, compared to $572 million in the prior year period. Adjusted Operating Income margin was 11.0%, compared to 11.9% in the prior year period.

Depreciation and amortization expense totaled $250 million, compared to $242 million in the prior year period. Interest expense for the first quarter totaled $89 million, compared to $93 million in the prior year period.

Tax expense in the first quarter of 2026 was $81 million. Tax expense in the first quarter of 2025 was $356 million, which primarily reflects an increase to valuation allowances of approximately $300 million on deferred tax assets impacted by the OECD Administrative Guidance issued in the first quarter of 2025.

Net cash flow used in operating activities totaled $143 million in the first quarter, compared to $273 million generated in the prior year period. The Company reported negative Free Cash Flow of $362 million in the first quarter, compared to $76 million generated in the prior year period.

Reconciliations of Adjusted Revenue Growth, Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income, Adjusted Net Income Per Share and Free Cash Flow, which are non-GAAP measures, to the most directly comparable financial measures, respectively, calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”) are provided in the attached supplemental schedules.

Debt Redemptions and Share Repurchases

During the first quarter of 2026, the Company redeemed the entire $266 million aggregate principal amount outstanding of the 4.35% senior notes due in 2029 utilizing cash on hand.

In April 2026, the Company redeemed $1,847 million of aggregate principal amount of certain senior notes principally utilizing proceeds from the cash distribution received from Versigent in connection with the spin-off.

The Company repurchased and retired 1.0 million shares for $75 million in the first quarter of 2026. As of March 31, 2026, $2.0 billion remained available for future share repurchases under the existing $5.0 billion authorization.

Reportable Segments

Commencing with the first quarter of 2026, Aptiv renamed its Advanced Safety and User Experience segment to Intelligent Systems and its Engineered Components Group segment to Engineered Components. Commencing with the second quarter of 2026, Aptiv’s results will exclude its EDS segment, which completed its spin-off into a new publicly traded company, Versigent, on April 1, 2026.

Q2 and Full Year 2026 Outlook

The Company’s second quarter and full year 2026 financial guidance is as follows. This reflects New Aptiv without the EDS business, which will be treated as a discontinued operation for reporting purposes beginning April 1, 2026.

(in millions, except per share amounts)	New Aptiv Q2 2026	New Aptiv (Pro Forma) Full Year 2026
Net sales	$3,200 – $3,400	$12,800 – $13,200
U.S. GAAP net income	$140 – $180	$830 – $910
U.S. GAAP net income margin	4.8%	6.7%
Adjusted EBITDA	$555 – $605	$2,360 – $2,480
Adjusted EBITDA margin	17.6%	18.6%
U.S. GAAP diluted net income per share	$0.65 – $0.85	$3.85 – $4.25
Adjusted net income per share	$1.30 – $1.50	$5.70 – $6.10
Cash flow from operations		$1,315 – $1,515
Free cash flow		$650 – $850
U.S. GAAP effective tax rate	~18.5%	~18.5%
Adjusted effective tax rate	~18.5%	~18.5%

Conference Call and Webcast

The Company will host a conference call to discuss these results at 8:00 a.m. (ET) today, which is accessible by dialing +1.800.330.6710 (U.S.) or +1.213.279.1505 (international) or through a webcast at ir.aptiv.com. The conference ID number is 6661715. A slide presentation will accompany the prepared remarks and has been posted on the investor relations section of the Company’s website. A replay will be available two hours following the conference call.

Use of Non-GAAP Financial Information

This press release contains information about Aptiv’s financial results which are not presented in accordance with GAAP. Specifically, Adjusted Revenue Growth, Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income, Adjusted Net Income Per Share and Free Cash Flow are non-GAAP financial measures. Adjusted Revenue Growth represents the year-over-year change in reported net sales relative to the comparable period, excluding the impact on net sales from currency exchange, commodity movements, acquisitions, divestitures and other transactions. Adjusted EBITDA represents net income (loss) before depreciation and amortization (including asset impairments), interest expense, income tax (expense) benefit, other income (expense), net, equity income (loss), net of tax, restructuring and other special items. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of net sales. Adjusted Operating Income represents net income (loss) before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring, separation costs related to the planned spin-off of the Electrical Distribution Systems business, other acquisition and portfolio project costs (which includes costs incurred to integrate acquired businesses and to plan and execute product portfolio transformation actions, including business and product acquisitions and divestitures), goodwill and other asset impairments, compensation expense related to acquisitions and gains (losses) on business divestitures and other transactions. Adjusted Operating Income margin is defined as Adjusted Operating Income as a percentage of net sales.

Adjusted Net Income represents net income (loss) attributable to Aptiv before amortization, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share represents Adjusted Net Income divided by the Weighted Average Number of Diluted Shares Outstanding for the period.

Free cash flow represents cash provided by (used in) operating activities less capital expenditures.

Management believes the non-GAAP financial measures used in this press release are useful to both management and investors in their analysis of the Company’s financial position, results of operations and liquidity. In particular, management believes Adjusted Revenue Growth, Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income, Adjusted Net Income Per Share and Free Cash Flow are useful measures in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding GAAP measure, provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and that may obscure underlying business results and trends. Management also uses these non-GAAP financial measures for internal planning and forecasting purposes.

Such non-GAAP financial measures are reconciled to the most directly comparable GAAP financial measures in the attached supplemental schedules at the end of this press release. Non-GAAP measures should not be considered in isolation or as a substitute for our reported results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures of other companies.

About Aptiv

Aptiv is a global industrial technology company focused on enabling a more automated, electrified and digitalized future across multiple end markets. Visit aptiv.com.

Forward-Looking Statements

This press release, as well as other statements made by Aptiv PLC (the “Company”), contain forward-looking statements that reflect, when made, the Company’s current views with respect to current events, certain investments and acquisitions and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to be materially different from any future results. All statements that address future operating, financial or business performance or the Company’s strategies or expectations are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. It should be remembered that the price of the ordinary shares and any income from them can go down as well as up. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise, except as may be required by law.

APTIV PLC CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended March 31,
		2026			2025
	(in millions, except per share amounts)
Net sales	$	5,086		$	4,825
Operating expenses:
Cost of sales		4,166			3,905
Selling, general and administrative		427			384
Amortization		53			51
Restructuring		62			37
Total operating expenses		4,708			4,377
Operating income		378			448
Interest expense		(89	)		(93	)
Other expense, net		(4	)		—
Income before income taxes and equity loss		285			355
Income tax expense		(81	)		(356	)
Income (loss) before equity loss		204			(1	)
Equity loss, net of tax		(13	)		(10	)
Net income (loss)		191			(11	)
Net income attributable to noncontrolling interest		3			1
Net loss attributable to redeemable noncontrolling interest		(1	)		(1	)
Net income (loss) attributable to Aptiv	$	189		$	(11	)

Diluted net income (loss) per share:
Diluted net income (loss) per share attributable to Aptiv	$	0.88		$	(0.05	)
Weighted average number of diluted shares outstanding		213.80			230.16

APTIV PLC CONDENSED CONSOLIDATED BALANCE SHEETS
	March 31, 2026		December 31, 2025
	(Unaudited)		December 31, 2025
	(in millions)
ASSETS
Current assets:
Cash and cash equivalents	$	3,173	$	1,851
Restricted cash		4		3
Accounts receivable, net		3,798		3,477
Inventories		2,746		2,561
Other current assets		999		853
Total current assets		10,720		8,745
Long-term assets:
Property, net		3,685		3,774
Operating lease right-of-use assets		504		501
Investments in affiliates		1,418		1,431
Intangible assets, net		1,940		2,004
Goodwill		4,548		4,596
Other long-term assets		2,388		2,362
Total long-term assets		14,483		14,668
Total assets	$	25,203	$	23,413
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	102	$	81
Accounts payable		3,204		3,157
Accrued liabilities		1,763		1,799
Total current liabilities		5,069		5,037
Long-term liabilities:
Long-term debt		9,248		7,470
Pension benefit obligations		416		430
Long-term operating lease liabilities		394		401
Other long-term liabilities		554		576
Total long-term liabilities		10,612		8,877
Total liabilities		15,681		13,914
Commitments and contingencies
Redeemable noncontrolling interest		99		102

Total Aptiv shareholders’ equity		9,233		9,207
Noncontrolling interest		190		190
Total shareholders’ equity		9,423		9,397
Total liabilities, redeemable noncontrolling interest and shareholders’ equity	$	25,203	$	23,413

APTIV PLC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	Three Months Ended March 31,
		2026			2025
	(in millions)
Cash flows from operating activities:
Net income (loss)	$	191		$	(11	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization		250			242
Restructuring expense, net of cash paid		4			(18	)
Deferred income taxes		(28	)		336
Loss from equity method investments, net of dividends received		13			10
Loss on extinguishment of debt		5			3
Other, net		45			45
Changes in operating assets and liabilities:
Accounts receivable, net		(321	)		(288	)
Inventories		(185	)		(109	)
Accounts payable		133			104
Other, net		(241	)		(36	)
Pension contributions		(9	)		(5	)
Net cash (used in) provided by operating activities		(143	)		273
Cash flows from investing activities:
Capital expenditures		(219	)		(197	)
Proceeds from sale of property		—			1
Cost of technology investments		—			(12	)
Settlement of derivatives		(2	)		5
Net cash used in investing activities		(221	)		(203	)
Cash flows from financing activities:
Increase (decrease) in other short and long-term debt, net		499			(529	)
Repayment of senior notes		(270	)		—
Proceeds from issuance of senior and junior notes, net of issuance costs		1,577			—
Fees related to modification of debt agreements		—			(5	)
Dividend payments of consolidated affiliates to minority shareholders		(4	)		—
Repurchase of ordinary shares		(76	)		—
Taxes withheld and paid on employees’ restricted share awards		(34	)		(19	)
Net cash provided by (used in) financing activities		1,692			(553	)
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash		(5	)		10
Increase (decrease) in cash, cash equivalents and restricted cash		1,323			(473	)
Cash, cash equivalents and restricted cash at beginning of the period		1,854			1,574
Cash, cash equivalents and restricted cash at end of the period	$	3,177		$	1,101

APTIV PLC
FOOTNOTES
(Unaudited)
1. Segment Summary
	Three Months Ended March 31,
		2026			2025		%
	(in millions)
Net Sales
Electrical Distribution Systems	$	2,212		$	2,024		9%
Engineered Components		1,657			1,581		5%
Intelligent Systems		1,433			1,424		1%
Eliminations and Other (a)		(216	)		(204	)
Net Sales	$	5,086		$	4,825

Adjusted EBITDA
Electrical Distribution Systems	$	203		$	200		2%
Engineered Components		354			352		1%
Intelligent Systems		195			206		(5)%
Adjusted EBITDA	$	752		$	758

(a)	Eliminations and Other includes the elimination of inter-segment transactions.

2. Weighted Average Number of Diluted Shares Outstanding The following table illustrates the weighted average shares outstanding used in calculating basic and diluted net income (loss) per share attributable to Aptiv for the three months ended March 31, 2026 and 2025:

	Three Months Ended March 31,
		2026		2025
	(in millions, except per share amounts)
Weighted average ordinary shares outstanding, basic		212.91		230.16
Dilutive shares related to RSUs		0.89		—
Weighted average ordinary shares outstanding, including dilutive shares		213.80		230.16
Net income (loss) per share attributable to Aptiv:
Basic	$	0.89	$	(0.05	)
Diluted	$	0.88	$	(0.05	)

APTIV PLC

RECONCILIATION OF NON-GAAP MEASURES

(Unaudited)

In this press release the Company has provided information regarding certain non-GAAP financial measures, including “Adjusted Revenue Growth,” “Adjusted EBITDA,” “Adjusted Operating Income,” “Adjusted Net Income,” “Adjusted Net Income Per Share” and “Free Cash Flow.” Such non-GAAP financial measures are reconciled to their closest GAAP financial measure in the following schedules.

Adjusted Revenue Growth: Adjusted Revenue Growth is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Revenue Growth in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted Revenue Growth is defined as the year-over-year change in reported net sales relative to the comparable period, excluding the impact on net sales from currency exchange, commodity movements, acquisitions, divestitures and other transactions. Not all companies use identical calculations of Adjusted Revenue Growth, therefore this presentation may not be comparable to other similarly titled measures of other companies.

	Three Months Ended March 31, 2026

Reported net sales % change	5	%
Less: foreign currency exchange and commodities	4	%
Adjusted revenue growth	1	%

Adjusted EBITDA: Adjusted EBITDA is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted EBITDA in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted EBITDA is defined as net income (loss) before depreciation and amortization (including asset impairments), interest expense, income tax (expense) benefit, other income (expense), net, equity income (loss), net of tax, restructuring and other special items. Not all companies use identical calculations of Adjusted EBITDA, therefore this presentation may not be comparable to other similarly titled measures of other companies. EBITDA margin represents EBITDA as a percentage of net sales, and Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of net sales.

Consolidated Adjusted EBITDA
	Three Months Ended March 31,
	2026					2025
	(in millions)
	$			Margin		$			Margin
Net income (loss) attributable to Aptiv	$	189		3.7	%	$	(11	)	(0.2	)%
Interest expense		89					93
Income tax expense		81					356
Net income attributable to noncontrolling interest		3					1
Net loss attributable to redeemable noncontrolling interest		(1	)				(1	)
Depreciation and amortization (a)		250					242
EBITDA	$	611		12.0	%	$	680		14.1	%
Other expense, net		4					—
Equity loss, net of tax		13					10
Restructuring		62					37
Separation costs		57					19
Other acquisition and portfolio project costs		7					7
Compensation expense related to acquisitions		2					5
Net gain on lease terminations		(4	)				—
Adjusted EBITDA	$	752		14.8	%	$	758		15.7	%

(a)	Includes asset impairments.

Segment Adjusted EBITDA
(in millions)
Three Months Ended March 31, 2026	Electrical Distribution Systems			Engineered Components		Intelligent Systems		Total
Operating income	$	41		$	234	$	103	$	378
Restructuring		46			4		12		62
Separation costs		57			—		—		57
Other acquisition and portfolio project costs		1			3		3		7
Compensation expense related to acquisitions		—			—		2		2
Net gain on lease terminations		(4	)		—		—		(4	)
Depreciation and amortization (a)		62			113		75		250
Adjusted EBITDA	$	203		$	354	$	195	$	752

Three Months Ended March 31, 2025	Electrical Distribution Systems			Engineered Components		Intelligent Systems		Total
Operating income	$	106		$	223	$	119	$	448
Restructuring		16			15		6		37
Separation costs		19			—		—		19
Other acquisition and portfolio project costs		2			2		3		7
Compensation expense related to acquisitions		—			—		5		5
Depreciation and amortization (a)		57			112		73		242
Adjusted EBITDA	$	200		$	352	$	206	$	758

(a)	Includes asset impairments.

Adjusted Operating Income: Adjusted Operating Income is presented as a supplemental measure of the Company’s financial performance which management believes is useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Our management utilizes Adjusted Operating Income in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Management also utilizes Adjusted Operating Income as the key performance measure of segment income or loss and for planning and forecasting purposes to allocate resources to our segments, as management also believes this measure is most reflective of the operational profitability or loss of our operating segments. Adjusted Operating Income is defined as net income (loss) before interest expense, other income (expense), net, income tax (expense) benefit, equity income (loss), net of tax, amortization, restructuring and other special items. Not all companies use identical calculations of Adjusted Operating Income, therefore this presentation may not be comparable to other similarly titled measures of other companies. Operating income margin represents Operating income as a percentage of net sales, and Adjusted Operating Income margin represents Adjusted Operating Income as a percentage of net sales.

Consolidated Adjusted Operating Income
	Three Months Ended March 31,
	2026					2025
	($ in millions)
	$			Margin		$			Margin
Net income (loss) attributable to Aptiv	$	189		3.7	%	$	(11	)	(0.2	)%
Interest expense		89					93
Other expense, net		4					—
Income tax expense		81					356
Equity loss, net of tax		13					10
Net income attributable to noncontrolling interest		3					1
Net loss attributable to redeemable noncontrolling interest		(1	)				(1	)
Operating income	$	378		7.4	%	$	448		9.3	%
Amortization		53					51
Restructuring		62					37
Separation costs		57					19
Other acquisition and portfolio project costs		7					7
Asset impairments		7					5
Compensation expense related to acquisitions		2					5
Net gain on lease terminations		(4	)				—
Adjusted operating income	$	562		11.0	%	$	572		11.9	%

Segment Adjusted Operating Income
(in millions)
Three Months Ended March 31, 2026	Electrical Distribution Systems			Engineered Components		Intelligent Systems		Total
Operating income	$	41		$	234	$	103	$	378
Amortization		1			30		22		53
Restructuring		46			4		12		62
Separation costs		57			—		—		57
Other acquisition and portfolio project costs		1			3		3		7
Asset impairments		7			—		—		7
Compensation expense related to acquisitions		—			—		2		2
Net gain on lease terminations		(4	)		—		—		(4	)
Adjusted operating income	$	149		$	271	$	142	$	562

Three Months Ended March 31, 2025	Electrical Distribution Systems			Engineered Components		Intelligent Systems		Total
Operating income	$	106		$	223	$	119	$	448
Amortization		—			29		22		51
Restructuring		16			15		6		37
Separation costs		19			—		—		19
Other acquisition and portfolio project costs		2			2		3		7
Asset impairments		—			5		—		5
Compensation expense related to acquisitions		—			—		5		5
Adjusted operating income	$	143		$	274	$	155	$	572

Adjusted Net Income and Adjusted Net Income Per Share: Adjusted Net Income and Adjusted Net Income Per Share, which are non-GAAP measures, are presented as supplemental measures of the Company’s financial performance which management believes are useful to investors in assessing the Company’s ongoing financial performance that, when reconciled to the corresponding U.S. GAAP measure, provide improved comparability between periods through the exclusion of certain items that management believes are not indicative of the Company’s core operating performance and which may obscure underlying business results and trends. Management utilizes Adjusted Net Income and Adjusted Net Income Per Share in its financial decision making process, to evaluate performance of the Company and for internal reporting, planning and forecasting purposes. Adjusted Net Income is defined as net (loss) income attributable to Aptiv before amortization, restructuring and other special items, including the tax impact thereon. Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the Weighted Average Number of Diluted Shares Outstanding, for the period. Not all companies use identical calculations of Adjusted Net Income and Adjusted Net Income Per Share, therefore this presentation may not be comparable to other similarly titled measures of other companies.

	Three Months Ended March 31,
		2026			2025
	(in millions, except per share amounts)
Net income (loss) attributable to Aptiv	$	189		$	(11	)
Adjusting items:
Amortization		53			51
Restructuring		62			37
Separation costs		57			19
Other acquisition and portfolio project costs		7			7
Asset impairments		7			5
Compensation expense related to acquisitions		2			5
Net gain on lease terminations		(4	)		—
Loss on extinguishment of debt		5			3
Loss on change in fair value of publicly traded equity securities		—			2
Pension curtailment loss		4			—
Interest expense on Versigent debt		2			—
Tax impact of intercompany transfers of intellectual property and other related transactions (a)		—			294
Tax impact of Separation-related transactions		15			—
Tax impact of adjusting items (b)		(34	)		(22	)
Adjusted net income attributable to Aptiv	$	365		$	390

Weighted average number of diluted shares outstanding		213.80			230.16
Diluted net income (loss) per share attributable to Aptiv	$	0.88		$	(0.05	)
Adjusted net income per share	$	1.71		$	1.69

(a)	As a result of the Pillar Two OECD Administrative Guidance released in the first quarter of 2025, the Company no longer expects to obtain significant benefits from the tax incentive granted to its Swiss subsidiary in 2023. Accordingly, the Company recognized an increase to valuation allowances of $294 million to reduce the related deferred tax asset during the three months ended March 31, 2025.
(b)	Represents the income tax impacts of the adjustments made for amortization, restructuring and other special items by calculating the income tax impact of these items using the appropriate tax rate for the jurisdiction where the charges were incurred.

Free Cash Flow: Free Cash Flow is presented as a supplemental measure of the Company’s liquidity, which is consistent with the basis and manner in which management presents financial information for the purpose of making internal operating decisions, evaluating its liquidity and determining appropriate capital allocation strategies. Management believes this measure is useful to investors to understand how the Company’s core operating activities generate and use cash. Free Cash Flow is defined as cash provided by (used in) operating activities less capital expenditures. Not all companies use identical calculations of Free Cash Flow, therefore this presentation may not be comparable to other similarly titled measures of other companies. The calculation of Free Cash Flow does not reflect cash used to service debt, pay dividends or repurchase shares, and therefore, does not necessarily reflect funds available for investment or other discretionary uses.

	Three Months Ended March 31,
		2026			2025
	(in millions)
Net cash (used in) provided by operating activities	$	(143	)	$	273
Capital expenditures		(219	)		(197	)
Free cash flow	$	(362	)	$	76

Financial Guidance: The reconciliation of the forward-looking non-GAAP financial measures provided in the Company’s financial guidance to the most comparable forward-looking GAAP measure for the second quarter and full year 2026 is as follows. This reflects New Aptiv without the EDS business, which will be treated as a discontinued operation for reporting purposes beginning April 1, 2026.

	New Aptiv					New Aptiv (Pro Forma)
	Estimated Q2					Estimated Full Year
	2026 (a)					2026 (a)
	($ in millions)
Adjusted EBITDA	$			Margin (b)		$			Margin (b)
Net income attributable to Aptiv	$	160		4.8	%	$	870		6.7	%
Interest expense		60					270
Income tax expense		40					210
Net loss attributable to noncontrolling interest (c)		—					(5	)
Depreciation and amortization		190					785
EBITDA	$	450		13.6	%	$	2,130		16.4	%
Other income, net		(10	)				(45	)
Equity loss, net of tax		15					55
Restructuring		35					115
Other acquisition and portfolio project costs, including costs related to the spin-off of the EDS business		90					165
Adjusted EBITDA	$	580		17.6	%	$	2,420		18.6	%

(a)	Prepared at the estimated mid-point of the Company’s financial guidance range.
(b)	Represents net income attributable to Aptiv, EBITDA and Adjusted EBITDA as a percentage of estimated net sales.
(c)	Includes portion attributable to redeemable noncontrolling interest.

	New Aptiv			New Aptiv (Pro Forma)
	Estimated Q2			Estimated Full Year
	2026 (a)			2026 (a)

Adjusted Net Income Per Share	($ and shares in millions, except per share amounts)
Net income attributable to Aptiv	$	160		$	870
Adjusting items:
Amortization		50			210
Restructuring		35			115
Other acquisition and portfolio project costs, including costs related to the spin-off of the EDS business		90			165
Tax impact of adjusting items		(30	)		(90	)
Adjusted net income attributable to Aptiv	$	305		$	1,270

Weighted average number of diluted shares outstanding		215.00			215.00
Diluted net income per share attributable to Aptiv	$	0.75		$	4.05
Adjusted net income per share	$	1.40		$	5.90

(a)	Prepared at the estimated mid-point of the Company’s financial guidance range.

	New Aptiv (Pro Forma)
	Estimated Full Year
	2026 (a)
Free Cash Flow	(in millions)
Net cash provided by operating activities	$	1,415
Capital expenditures		(665	)
Free cash flow	$	750

(a)	Prepared at the estimated mid-point of the Company’s financial guidance range.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260505257856/en/

Investor Contact:

Betsy Frank

+1.929.240.1777

[email protected]

KEYWORDS: Europe Switzerland United States North America

INDUSTRY KEYWORDS: Hardware Automotive Consumer Electronics Other Automotive Technology Automotive Manufacturing General Automotive Manufacturing

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May 5, 2026 6:48 am

Pfizer Reports Strong First-Quarter Results And Reaffirms 2026 Guidance

Pfizer Reports Strong First-Quarter Results And Reaffirms 2026 Guidance

Earnings Driven by Focused Execution and 22% Op Revenue Growth of Launched and Acquired Products⁽¹⁾
Pipeline Momentum Builds on Positive Phase 3 and Mid-Stage Readouts
Robust Late‑Stage R&D Pipeline, On Track to Start ~20 Key Pivotal Studies in 2026

NEW YORK–(BUSINESS WIRE)–
Pfizer Inc. (NYSE: PFE) reported financial results for the first quarter of 2026 and reaffirmed its full-year 2026 financial guidance⁽²⁾.

EXECUTIVE COMMENTARY

Dr. Albert Bourla, Chairman and CEO of Pfizer:

“We’re off to a strong start in 2026, and it reinforces our confidence that we will successfully navigate this defining period for Pfizer. Our R&D pipeline is advancing on multiple fronts – with positive Phase 3 readouts and encouraging mid-stage results building meaningful momentum – and I’m particularly encouraged by what we’re seeing in oncology and obesity, two areas where I believe Pfizer is positioned to lead.”

David Denton, CFO and EVP of Pfizer:

“Our first-quarter results are attributable to our solid commercial performance globally as well as our ongoing focus on operational efficiency. This quarter, I’m particularly pleased with the 22% year-over-year operational revenue growth from our launched and acquired products⁽¹⁾. Today, we are reaffirming our full-year 2026 financial guidance.”

OVERALL RESULTS

First-Quarter 2026 Revenues of $14.5 Billion, Representing 2% Year-over-Year Operational Growth
- Excluding Contributions from Comirnaty and Paxlovid, Revenues Grew 7% Operationally
- Revenues of Launched and Acquired Products⁽¹⁾ Grew 22% Operationally
First-Quarter 2026 Reported⁽³⁾ Diluted EPS of $0.47, and Adjusted⁽⁴⁾ Diluted EPS of $0.75
Reaffirms All Components of Full-Year 2026 Financial Guidance⁽²⁾, including Revenues in a Range of $59.5 to $62.5 Billion and Adjusted⁽⁴⁾Diluted EPS in a Range of $2.80 to $3.00

Beginning in the first quarter of 2026, we made organizational changes in our commercial organization within the Global Biopharmaceuticals Business (Biopharma) to better support and optimize performance across our product portfolios. These changes include the transition of certain off-patent branded and generic sterile injectables and biosimilars primarily from the Specialty Care and Oncology product portfolios to a new Hospital and Biosimilars product portfolio and the creation of a new Global Hospital and Biosimilars Division within Biopharma. See the Item 1. Business––Commercial Operations section of Pfizer’s 2025 Annual Report on Form 10-K (available at www.pfizer.com and www.sec.gov).

Some amounts in this press release may not add due to rounding. All percentages have been calculated using unrounded amounts. References to operational variances pertain to period-over-period changes that exclude the impact of foreign exchange rates⁽⁵⁾.

Results for the first quarter of 2026 and 2025⁽⁶⁾ are summarized below.


($ in millions, except per share amounts)	First-Quarter
	2026		2025		% Change
Revenues	$	14,451	$	13,715	5%
Reported⁽³⁾ Net Income		2,687		2,967	(9%)
Reported⁽³⁾ Diluted EPS		0.47		0.52	(10%)
Adjusted⁽⁴⁾ Income		4,290		5,237	(18%)
Adjusted⁽⁴⁾ Diluted EPS		0.75		0.92	(18%)

REVENUES


($ in millions)	First-Quarter
	2026		2025		% Change
	2026		2025		Total	Oper.
Global Biopharmaceuticals Business (Biopharma)	$	14,161	$	13,441	5%	2%
Pfizer CentreOne		289		273	6%	1%
TOTAL REVENUES	$	14,451	$	13,715	5%	2%

2026 FINANCIAL GUIDANCE⁽²⁾

Reaffirms all components of full-year 2026 Financial Guidance⁽²⁾, including Revenues in a range of $59.5 to $62.5 billion and Adjusted⁽⁴⁾ Diluted EPS in a Range of $2.80 to $3.00.

Revenues	$59.5 to $62.5 billion
Adjusted⁽⁴⁾ SI&A Expenses	$12.5 to $13.5 billion
Adjusted⁽⁴⁾ R&D Expenses	$10.5 to $11.5 billion
Effective Tax Rate on Adjusted⁽⁴⁾ Income	Approximately 15.0%
Adjusted⁽⁴⁾ Diluted EPS	$2.80 to $3.00

CAPITAL ALLOCATION

During the first three months of 2026, Pfizer deployed its capital in a variety of ways, which primarily included:

Reinvesting capital into initiatives intended to enhance the future growth prospects of the company, including:
- $2.5 billion invested in internal research and development projects, and
- Approximately $110 million invested in business development transactions.
Returning capital directly to shareholders through $2.4 billion of cash dividends, or $0.43 per share of common stock.

Our capital allocation framework is designed to enhance long-term shareholder value, and is based on three core pillars: (i) reinvesting in the business, including maintaining the flexibility to deploy capital towards potential value-creating business development transactions, (ii) maintaining and, over the long term, growing our dividend, and (iii) in the future, the potential to resume the return of capital to shareholders through value-enhancing share repurchases after de-levering our balance sheet. The company expects to continue to de-lever over the longer term in a prudent manner in order to maintain a balanced capital allocation strategy.

No share repurchases have been completed to date in 2026. As of May 5, 2026, Pfizer’s remaining share repurchase authorization is $3.3 billion. Current financial guidance does not anticipate any share repurchases in 2026.

Diluted weighted-average shares outstanding of 5,731 million and 5,710 million were used to calculate Reported⁽³⁾ and Adjusted⁽⁴⁾ diluted EPS for first-quarter 2026 and 2025, respectively.

QUARTERLY FINANCIAL HIGHLIGHTS (First-Quarter 2026 vs. First-Quarter 2025)

First-quarter 2026 revenues totaled $14.5 billion, an increase of $736 million, or 5%, compared to the prior-year quarter, reflecting an operational increase of $304 million, or 2%, and a favorable impact of foreign exchange of $431 million. The operational increase was primarily driven by an increase in revenues for Padcev, Eliquis, Oncology biosimilars, Nurtec and several other products across categories, partially offset primarily by a year-over-year decline in COVID-19 product revenues. Excluding contributions from Comirnaty and Paxlovid, revenues for the first quarter grew 7% operationally. Additionally, first-quarter revenues of our Launched and Acquired Products⁽¹⁾ grew 22% operationally.

First-quarter 2026 operational revenue growth was driven primarily by:

Padcev globally, up 39% operationally, driven primarily by increased market share in first-line locally advanced or metastatic urothelial cancer (la/mUC) as well as contribution from launch momentum in the cisplatin-ineligible indication for muscle-invasive bladder cancer (MIBC);
Eliquis globally, up 8% operationally, driven primarily by higher demand globally, partially offset by declines due to generic entry and price erosion in certain international markets;
Oncology biosimilars globally, up 52% operationally, driven primarily by favorable net price in the U.S. and supply recovery, with both drivers partially reflecting one-time impacts;
Nurtec ODT/Vydura globally, up 41% operationally, driven primarily by strong demand and one-time net price favorability in the U.S., as well as recent launches in certain international markets;
Lorbrena globally, up 32% operationally, driven primarily by increased patient share in the first-line ALK-positive metastatic non-small cell lung cancer (ALK+ mNSCLC) treatment setting in the U.S., China, and certain other international markets;
Vyndaqel family (Vyndaqel, Vyndamax, Vynmac) globally, up 4% operationally. International growth was primarily driven by strong demand with continuing uptake in patient diagnosis across markets as well as improved access in certain international markets. In the U.S., revenues declined primarily due to net price erosion as a result of new payer contracts, partially offset by continued market expansion;
Xeljanz globally, up 34% operationally, driven primarily by favorable net price in the U.S., partially offset by lower demand internationally; and
Abrysvo globally, up 31% operationally. U.S. growth was primarily driven by a lower returns provision compared to the prior-year quarter, partially offset by lower vaccine rates. International growth was primarily driven by launch uptake in certain international markets, partially offset by unfavorable timing of deliveries for the maternal indication in certain international markets;

partially offset primarily by lower revenues for:

Comirnaty globally, down 59% operationally, driven primarily by a decline in international markets from both lower contractual deliveries and a lower favorable adjustment to the returns provision, as well as lower utilization in the U.S. primarily resulting from a narrower recommendation for vaccination; and
Paxlovid globally, down 63% operationally, driven primarily by lower COVID-19 infections across U.S. and international markets and lower government purchases in certain international markets.

GAAP Reported⁽³⁾ Statement of Operations Highlights

SELECTED REPORTED⁽³⁾ COSTS AND EXPENSES


($ in millions)	First-Quarter
	2026			2025			% Change
	2026			2025			Total	Oper.
Cost of Sales⁽³⁾	$	3,548		$	2,845		25%	15%
Percent of Revenues		24.6	%		20.7	%	N/A	N/A
SI&A Expenses⁽³⁾		2,961			3,031		(2%)	(4%)
R&D Expenses⁽³⁾		2,490			2,203		13%	12%
Acquired IPR&D Expenses⁽³⁾		137			9		*	*
Other (Income)/Deductions—net⁽³⁾		861			953		(10%)	(13%)
Effective Tax Rate on Reported⁽³⁾ Income		14.6	%		(6.8	%)
* Indicates calculation not meaningful or results are greater than 100%.

First-quarter 2026 Cost of Sales⁽³⁾ as a percentage of revenues increased by 3.8 percentage points compared to the prior-year quarter, primarily driven by the non-recurrence of a favorable revision of our estimate of accrued royalties in the first quarter of 2025 as well as an unfavorable impact of foreign exchange.

First-quarter 2026 SI&A Expenses⁽³⁾ decreased 4% operationally compared to the prior-year quarter, primarily reflecting lower marketing and promotional spending on various products from more targeted investments and ongoing productivity improvements, as well as lower spending in corporate enabling functions; partially offset by an unfavorable impact of foreign exchange.

First-quarter 2026 R&D Expenses⁽³⁾ increased 12% operationally compared to the prior-year quarter, driven primarily by an increase in spending in certain oncology and obesity product candidates.

Pfizer’s effective tax rate on Reported⁽³⁾ income for the first quarter of 2026 increased compared to the prior-year quarter primarily due to an unfavorable change in the jurisdictional mix of earnings as well as the non-recurrence of favorable global income tax resolutions.

Adjusted⁽⁴⁾ Statement of Operations Highlights

SELECTED ADJUSTED⁽⁴⁾ COSTS AND EXPENSES


($ in millions)	First-Quarter
	2026			2025			% Change
	2026			2025			Total	Oper.
Adjusted⁽⁴⁾ Cost of Sales	$	3,406		$	2,593		31%	20%
Percent of Revenues		23.6	%		18.9	%	N/A	N/A
Adjusted⁽⁴⁾ SI&A Expenses		2,915			3,010		(3%)	(5%)
Adjusted⁽⁴⁾ R&D Expenses		2,434			2,173		12%	11%
Acquired IPR&D Expenses⁽⁴⁾		137			9		*	*
Adjusted⁽⁴⁾ Other (Income)/Deductions—net		388			246		58%	45%
Effective Tax Rate on Adjusted⁽⁴⁾ Income		16.9	%		7.8	%
* Indicates calculation not meaningful or results are greater than 100%.

See the reconciliations of certain Reported⁽³⁾ to non-GAAP Adjusted⁽⁴⁾ financial measures and associated footnotes in the financial tables section of this press release located at the hyperlink below.

RECENT NOTABLE DEVELOPMENTS (Since February 3, 2026)

Product Developments

Product/Project	Milestone	Recent Development	Link
Braftovi (encorafenib)	*Regulatory*	February 2026. Announced the U.S. Food and Drug Administration (FDA) granted full approval to Braftovi in combination with cetuximab and fluorouracil-based chemotherapy for the treatment of adult patients with metastatic colorectal cancer (mCRC) with a BRAF V600E mutation based on results from the global Phase 3 BREAKWATER trial (NCT04607421). The Braftovi combination regimen is the only approved targeted regimen for first-line BRAF V600E-mutant metastatic colorectal cancer.	Full Release
Braftovi (encorafenib)	*Phase 3 Results*	February 2026. Announced positive topline progression-free survival (PFS) results from Cohort 3, a separate, randomized cohort of the pivotal BREAKWATER trial, evaluating Braftovi in combination with cetuximab and FOLFIRI (fluorouracil, leucovorin, and irinotecan) in patients with previously untreated metastatic colorectal cancer (mCRC) with a BRAF V600E mutation. The Braftovi regimen demonstrated a statistically significant and clinically meaningful improvement in PFS, a key secondary endpoint, as assessed by blinded independent central review (BICR) compared to treatment with FOLFIRI with or without bevacizumab. Overall survival (OS), a descriptive secondary endpoint, also showed clinically meaningful prolonged improvement with the Braftovi regimen. At the time of the PFS analysis, the safety profile of Braftovi in combination with cetuximab and FOLFIRI was consistent with the known profile of each regimen component and no new safety signals were identified.	Full Release
Elrexfio (elranatamab)	*Phase 3 Results*	April 2026. Announced positive topline results from the Phase 3 MagnetisMM-5 study evaluating Elrexfio as monotherapy in adults with relapsed or refractory multiple myeloma (RRMM) who received at least one prior line of treatment. The study demonstrated a statistically significant and clinically meaningful improvement in the primary endpoint of PFS, as assessed by BICR, versus standard-of-care daratumumab plus pomalidomide and dexamethasone. The safety and tolerability of Elrexfio was consistent with its known safety profile.	Full Release
Hympavzi (marstacimab)	*Regulatory*	March 2026. Announced the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) adopted a positive opinion for Hympavzi to expand the approved indication to include patients 12 years of age and older weighing at least 35 kg with hemophilia A (congenital factor VIII [FVIII] deficiency) with FVIII inhibitors, or hemophilia B (congenital factor IX [FIX] deficiency) with FIX inhibitors. The European Commission will review the CHMP recommendation and is expected to make a final decision in the coming months.	Full Release
Hympavzi (marstacimab)	*Regulatory*	February 2026. Announced the FDA accepted and granted priority review for the supplemental Biologics License Application (sBLA) for Hympavzi to expand the approved indication to include the treatment of hemophilia A or B patients 6 years and older with inhibitors, and pediatric patients (ages 6 to 11) with hemophilia A or B without inhibitors. The FDA has set a Prescription Drug User Fee Act (PDUFA) action date in the second quarter of 2026.	Full Release
Padcev (enfortumab vedotin)	*Regulatory*	April 2026. Pfizer and Astellas Pharma Inc. announced the FDA accepted for priority review a sBLA for perioperative (before and after surgery) Padcev in combination with pembrolizumab or pembrolizumab and berahyaluronidase alfa-pmph as treatment for patients with muscle-invasive bladder cancer (MIBC). This regimen was FDA-approved in November 2025 for use as perioperative treatment in cisplatin-ineligible patients with MIBC. This filing seeks to expand the indication to patients with MIBC regardless of cisplatin eligibility. The FDA has set a PDUFA target action date of August 17, 2026.	Full Release
Padcev (enfortumab vedotin)	*Phase 3 Results*	February 2026. Pfizer and Astellas announced positive results from the investigational Phase 3 EV-304 clinical trial (also known as KEYNOTE-B15) for Padcev in combination with pembrolizumab in patients with MIBC eligible for cisplatin-based chemotherapy. Perioperative (before and after surgery) Padcev plus pembrolizumab demonstrated a 47% reduction in the risk of tumor recurrence, progression or death compared to patients treated with standard of care neoadjuvant (before surgery) gemcitabine and cisplatin (Hazard Ratio (HR) of 0.53; 95% Confidence Interval (CI), 0.41–0.70; 1-sided p<.0001).The safety profile for perioperative Padcev plus pembrolizumab observed in EV-304 was consistent with prior experience with the combination and there were no new safety signals.	Full Release
Talzenna (talazoparib)	*Phase 3 Results*	March 2026. Announced positive topline results from the investigational Phase 3 TALAPRO-3 study of Talzenna in combination with Xtandi in people with homologous recombination repair (HRR) gene-mutated metastatic castration-sensitive prostate cancer (mCSPC), also known as metastatic hormone-sensitive prostate cancer (mHSPC). The study met its primary endpoint, with Talzenna plus Xtandi demonstrating a statistically significant and clinically meaningful improvement in radiographic progression-free survival (rPFS), compared to placebo plus Xtandi. The results markedly exceeded the pre-specified target hazard ratio of 0.63, with the majority of patients remaining progression-free at the time of analysis. Consistent efficacy benefit was also observed in patients whose tumors harbored BRCA and non-BRCA HRR gene alterations. The safety of Talzenna plus Xtandi was consistent with the known safety profile of each medicine, and no new safety signals were identified.	Full Release

Pipeline Developments

A comprehensive update of Pfizer’s development pipeline was published today and is now available at www.pfizer.com/science/drug-product-pipeline. It includes an overview of Pfizer’s research and a list of compounds in development with targeted indication and phase of development, as well as mechanism of action for some candidates in Phase 1 and all candidates from Phase 2 through registration.

Product/Project	Milestone	Recent Development	Link
atirmociclib	*Phase 2 Results*	March 2026. Announced positive topline results from the randomized Phase 2 FOURLIGHT-1 study evaluating atirmociclib in combination with fulvestrant, versus fulvestrant or everolimus plus exemestane, in people with hormone receptor (HR)-positive, human epidermal growth factor receptor 2-negative (HER2-) advanced or metastatic breast cancer (MBC) who had received prior cyclin-dependent kinase (CDK) 4/6 inhibitor-based treatment. The study met its primary endpoint, demonstrating a statistically significant and clinically meaningful improvement in PFS, as assessed by the investigator [HR: 0.60 (95% CI: (0.440, 0.825)), p=0.0007], with a manageable safety profile. Its safety profile was consistent with prior studies, and no new safety signals were identified. These are the first randomized Phase 2 data in HR+ MBC for atirmociclib, an investigational, potential first-in-class CDK4 inhibitor. These findings support Pfizer’s strategy which aims to advance atirmociclib in first-line and early-stage disease, where durable endocrine-based control has the potential to have the greatest impact.	Full Release
Lyme Disease Vaccine Candidate (LB6V / VLA15)	*Phase 3 Results*	March 2026. Pfizer and Valneva SE announced topline results from the Phase 3 VALOR “Vaccine Against Lyme for Outdoor Recreationists” clinical trial (NCT05477524) of its investigational 6-valent OspA-based Lyme disease vaccine candidate PF-07307405 (LB6V, formerly known as VLA15). Results from pre-specified analyses demonstrated efficacy of 73.2% from 28 days post-dose 4 (season 2) in reducing the rate of confirmed Lyme disease cases compared to the placebo arm (95% CI 15.8, 93.5) and efficacy of 74.8% from 1-day post-dose 4 (season 2) in reducing the rate of confirmed Lyme disease cases compared to the placebo arm (95% CI 21.7, 93.9). Fewer than anticipated Lyme disease cases were accrued over the study period, and the pre-determined statistical criterion (95% CI lower bound >20) was not met in the first pre-specified analysis (primary endpoint). The vaccine candidate was well tolerated with no safety concerns identified at time of analysis. Pfizer is planning submissions to regulatory authorities.	Full Release
tilrekimig	*Phase 2 Results*	March 2026. Announced positive topline results from a Phase 2 study investigating tilrekimig (PF-07275315), a potential first-in-class, investigational trispecific antibody that simultaneously targets interleukin-4 (IL-4), interleukin-13 (IL-13) and thymic stromal lymphopoietin (TSLP), in adults with moderate to severe atopic dermatitis. The study met its primary efficacy endpoint, demonstrating a statistically significant increase in the percentage of participants achieving EASI-75 (≥ 75% reduction in the Eczema Area and Severity Index) at Week 16 across all doses tested, compared to placebo. Tilrekimig was well-tolerated with a favorable safety profile and no dose dependent safety signals; adverse event rates were comparable to placebo. Phase 3 planning for atopic dermatitis is ongoing, with a pivotal study on track to start this year.	Full Release

Corporate Developments

Topic	Recent Development	Link
Business Development	February 2026. Pfizer and Hangzhou Sciwind Biosciences Co., Ltd. (Sciwind Biosciences) announced a strategic commercialization collaboration in which Pfizer obtained exclusive commercialization rights for Sciwind Biosciences’ glucagon-like peptide 1 (GLP-1) receptor agonist ecnoglutide in Mainland China. Sciwind Biosciences remains the Marketing Authorization Holder and is responsible for research and development, registration, manufacturing and supply of the product. Sciwind Biosciences is eligible to receive an aggregate of up to $495M in upfront, regulatory and sales milestone payments. Ecnoglutide Injection (Xianweiying⁽⁷⁾) was approved in China on March 6 for long-term weight management in adults with overweight or obesity, as an adjunct to a reduced calorie diet and increased physical activity, and was subsequently launched in China on April 27, 2026.	Full Release
TrumpRx	February 2026. Announced the launch of Pfizer’s participation on TrumpRx.gov providing Americans a wide range of more than 30 medicines at a significant discount off list prices. This effort is part of Pfizer’s broader Most Favored Nation (MFN) agreement with the U.S. government enabling patients to pay lower prices for their prescription medicines, while strengthening America’s role as a global leader in pharmaceutical innovation.	Full Release
ViiV Healthcare Limited	March 2026. Pfizer completed the exit of its 11.7% investment in ViiV Healthcare Limited and received $1.875 billion in proceeds (or approximately $1.65 billion in cash, net of associated taxes and fees). This transaction will be accounted for in the second quarter of 2026.	N/A
Vyndamax Patent Settlements	April 2026. Pfizer entered into settlement agreements with generic drug manufacturers Dexcel Pharma, Hikma Pharmaceuticals and Cipla Ltd, regarding lawsuits filed in the U.S. District Court for the District of Delaware for infringement of patents relating to Vyndamax. These settlements extend the effective U.S. patent expiry date for Vyndamax to June 1, 2031, subject to the outcome of other litigation. Pfizer had previously anticipated a significant decline in U.S. revenues for Vyndamax beginning in 2029 upon patent expiry. As a result of this settlement, revenues are now expected to remain relatively stable from 2028 through mid-2031.	Full Release

PFIZER TO HOST CONFERENCE CALL

Please find Pfizer’s press release and associated financial tables, including reconciliations of certain GAAP reported to non-GAAP adjusted information, at the following hyperlink:

https://investors.pfizer.com/Q1-2026-PFE-Earnings-Release

(Note: If clicking on the above link does not open a new webpage, you may need to cut and paste the above URL into your browser’s address bar.)

Pfizer will host a live conference call and webcast today, May 5, 2026, at 10:00 AM EDT. To access the live conference call, the first-quarter 2026 earnings presentation, and the accompanying prepared remarks from management, visit our website at pfizer.com/investors.

You can also listen to the conference call by dialing either 800-456-4352 in the U.S. and Canada or 785-424-1086 outside of the U.S. and Canada. The passcode is “74607”.

The transcript and webcast replay of the call will be made available on our website at pfizer.com/investors within 24 hours after the end of the live conference call and will be accessible for at least 90 days.

For additional details, see the financial schedules and product revenue tables within the press release located at the hyperlink above, and the attached disclosure notice.

(1)		‘Launched and Acquired Products’ represent select recently launched and acquired products, including new indications. Launched products primarily include Prevnar 20 (Pediatrics), Abrysvo (Older Adult / Maternal), Elrexfio, Cibinqo, Talzenna, Litfulo, Ngenla, Hympavzi, Penbraya Adolescent, and Lorbrena (added Q1-26); and acquired products primarily include Padcev, Adcetris, Tukysa, Tivdak, Nurtec ODT/Vydura, and Velsipity.

(2)		Pfizer does not provide guidance for U.S. generally accepted accounting principles (GAAP) Reported financial measures (other than revenues) or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP Reported financial measures on a forward-looking basis because it is unable to predict with reasonable certainty the ultimate outcome of unusual gains and losses, certain acquisition-related expenses, gains and losses from equity securities, actuarial gains and losses from pension and postretirement plan remeasurements, potential future asset impairments and pending litigation without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on GAAP Reported results for the guidance period.

		Financial guidance for full-year 2026 reflects the following:
		Does not assume the completion of any business development transactions not completed as of May 5, 2026.
		An anticipated unfavorable revenue impact of approximately $1.5 billion due to recent and expected generic and biosimilar competition for certain products that have recently lost patent or regulatory protection or that are anticipated to lose patent or regulatory protection.
		Exchange rates assumed are a blend of actual rates in effect through first-quarter 2026 and mid-April 2026 rates for the remainder of the year.
		Guidance for Adjusted⁽⁴⁾ diluted EPS assumes diluted weighted-average shares outstanding of approximately 5.74 billion shares, and assumes no share repurchases in 2026.

(3)		Revenues is defined as revenues in accordance with U.S. GAAP. Reported net income and its components are defined as net income attributable to Pfizer Inc. common shareholders and its components in accordance with U.S. GAAP. Reported diluted earnings per share (EPS) is defined as diluted EPS attributable to Pfizer Inc. common shareholders in accordance with U.S. GAAP.

(4)		Adjusted income and Adjusted diluted earnings per share (EPS) are defined as U.S. GAAP net income attributable to Pfizer Inc. common shareholders and U.S. GAAP diluted EPS attributable to Pfizer Inc. common shareholders before the impact of amortization of intangible assets, certain acquisition-related items, discontinued operations and certain significant items. See the accompanying reconciliations of certain GAAP Reported to Non-GAAP Adjusted information for the first quarter of 2026 and 2025 in the press release at the hyperlink above. Adjusted income and its components and Adjusted diluted EPS measures are not, and should not be viewed as, substitutes for U.S. GAAP net income and its components and diluted EPS⁽³⁾. See the Non-GAAP Financial Measure: Adjusted Income section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Pfizer’s 2025 Annual Report on Form 10-K and the accompanying Non-GAAP Financial Measure: Adjusted Income section of the press release located at the hyperlink above for a definition of each component of Adjusted income as well as other relevant information.

(5)		References to operational (Op) variances in this press release pertain to period-over-period changes that exclude the impact of foreign exchange rates. Although foreign exchange rate changes are part of Pfizer’s business, they are not within Pfizer’s control and because they can mask positive or negative trends in the business, Pfizer believes presenting operational variances excluding these foreign exchange changes provides useful information to evaluate Pfizer’s results.

(6)		Pfizer’s fiscal year-end for international subsidiaries is November 30 while Pfizer’s fiscal year-end for U.S. subsidiaries is December 31. Therefore, Pfizer’s first quarter for U.S. subsidiaries reflects the three months ended on March 29, 2026 and March 30, 2025, while Pfizer’s first quarter for subsidiaries operating outside the U.S. reflects the three months ended on February 22, 2026 and February 23, 2025.

(7)		Xianweiying® is a registered trademark of Hangzhou Sciwind Biosciences Co., Ltd.

DISCLOSURE NOTICE: Except where otherwise noted, the information contained in this earnings release and the related attachments is as of May 5, 2026. We assume no obligation to update any forward-looking statements contained in this earnings release and the related attachments as a result of new information or future events or developments.

This earnings release and the related attachments contain forward-looking statements about, among other topics, our anticipated operating and financial performance, including financial guidance and projections; reorganizations; business plans, strategy, goals and prospects; expectations for our product pipeline (including products from completed or anticipated acquisitions), in-line products and product candidates, including anticipated regulatory submissions, data read-outs, study starts, approvals, launches, clinical development plans, discontinuations, clinical trial results and other developing data, revenue contribution and projections, pricing and reimbursement, market dynamics, including demand, market size and utilization rates and growth, performance, timing and duration of exclusivity and potential benefits; the impact and potential impact of tariffs and pricing dynamics; strategic reviews; leverage and capital allocation objectives; an enterprise-wide cost realignment program (including anticipated costs, savings and potential benefits); a Manufacturing Optimization Program to reduce our cost of goods sold (including anticipated costs, savings and potential benefits); dividends and share repurchases; plans for and prospects of our acquisitions, dispositions and other business development activities, including our acquisitions of Metsera and Seagen and our in-licensing agreements with 3SBio and YaoPharma, and our ability to successfully capitalize on growth opportunities and prospects; our voluntary agreement with the U.S. Government designed to lower drug costs for U.S. patients and to include certain Pfizer products on the TrumpRx.gov platform, Pfizer’s plans to further invest in U.S. manufacturing and potential tariff impacts, including our ability to enter into a binding tariff agreement with the U.S. Government prior to the phase-in of Section 232 tariffs; manufacturing and product supply; our expectations regarding the impact of COVID-19 on our business, operations and financial results; and the expected seasonality of demand for certain of our products. Given their forward-looking nature, these statements involve substantial risks, uncertainties and potentially inaccurate assumptions and we cannot assure you that any outcome expressed in these forward-looking statements will be realized in whole or in part. You can identify these statements by the fact that they use future dates or use words such as “will,” “may,” “could,” “likely,” “ongoing,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “assume,” “target,” “forecast,” “guidance,” “goal,” “objective,” “aim,” “seek,” “potential,” “hope” and other words and terms of similar meaning. Pfizer’s financial guidance is based on estimates and assumptions that are subject to significant uncertainties.

Among the factors that could cause actual results to differ materially from past results and future plans and projected future results are the following:

Risks Related to Our Business, Industry and Operations, and Business Development:

the outcome of research and development (R&D) activities, including the ability to meet anticipated pre-clinical or clinical endpoints, commencement and/or completion dates for our pre-clinical or clinical trials, regulatory submission dates, and/or regulatory approval and/or launch dates; the possibility of unfavorable pre-clinical and clinical trial results, including the possibility of unfavorable new pre-clinical or clinical data and further analyses of existing pre-clinical or clinical data; risks associated with preliminary, early stage or interim data; the risk that pre-clinical and clinical trial data are subject to differing interpretations and assessments, including during the peer review/publication process, in the scientific community generally, and by regulatory authorities; whether and when additional data from our pipeline programs will be published in scientific journal publications, and if so, when and with what modifications and interpretations; and uncertainties regarding the future development of our product candidates, including whether or when our product candidates will advance to future studies or phases of development or whether or when regulatory applications may be filed for any of our product candidates, including as a result of clinical trial data or regulatory decisions or feedback that could impact the future development of our product candidates, including our vaccine candidates such as our next generation pneumococcal conjugate vaccine candidate;
our ability to successfully address comments received from regulatory authorities such as the FDA or the EMA, or obtain approval for new products and indications from regulators on a timely basis or at all;
regulatory decisions impacting labeling, approval or authorization, including the scope of indicated patient populations, product dosage, manufacturing processes, safety and/or other matters, including decisions relating to developments regarding potential product impurities; uncertainties regarding the ability to obtain or maintain, and the scope of, recommendations by technical or advisory committees, and the timing of, and ability to obtain, pricing/reimbursement, approvals and product launches, all of which could impact the availability or commercial potential of our products and product candidates;
claims and concerns that may arise regarding the safety or efficacy of in-line products and product candidates, including claims and concerns that may arise from the conduct or outcome of post-approval clinical trials, pharmacovigilance or Risk Evaluation and Mitigation Strategies, which could impact marketing approval, product labeling, and/or availability or commercial potential;
the success and impact of external business development activities, as well as risks and uncertainties related to the ability to identify and execute on potential business development opportunities; the ability to satisfy the conditions to closing of any transactions in the anticipated time frame or at all, including the possibility that such transactions do not close; the ability to realize the anticipated benefits of any such transactions in the anticipated time frame or at all; the potential need for and impact of additional equity or debt financing to pursue these opportunities, which has in the past and could in the future result in increased leverage and/or a downgrade of our credit ratings and could limit our ability to obtain future financing; challenges integrating the businesses and operations; disruption to business or operations relationships; risks related to achieving or growing revenues for certain acquired or partnered products; significant transaction costs; and unknown liabilities;
competition, including from new product entrants, in-line branded products, generic products, private label products, biosimilars and product candidates that treat or prevent diseases and conditions similar to those treated or intended to be prevented by our in-line products and product candidates;
the ability to successfully market both new and existing products, including biosimilars;
difficulties or delays in manufacturing, sales or marketing; supply disruptions, shortages or stock-outs at our facilities or third-party facilities that we rely on; and legal or regulatory actions;
the impact of public health outbreaks, epidemics or pandemics on our business, operations and financial condition and results, including impacts on our employees, manufacturing, supply chain, sales and marketing, R&D and clinical trials;
risks and uncertainties related to Comirnaty and Paxlovid or any potential future COVID-19 vaccines, treatments or combinations, including, among others, the risk that as the market for COVID-19 products remains endemic and seasonal and/or COVID-19 infection rates do not follow prior patterns, demand for our COVID-19 products has and may continue to be reduced or not meet expectations, which has in the past and may continue to lead to reduced revenues, excess inventory or other unanticipated charges; risks related to our ability to develop, receive regulatory approval for, and commercialize variant adapted vaccines, combinations and/or treatments; uncertainties related to recommendations and coverage for, and the public’s adherence to, vaccines, boosters, treatments or combinations, including uncertainties related to the potential impact of narrowing recommended patient populations; whether or when our EUAs or biologics licenses will expire, terminate or be revoked; risks related to our ability to accurately predict or achieve our revenue forecasts for Comirnaty and Paxlovid or any potential future COVID-19 vaccines or treatments; and potential third-party royalties or other claims related to Comirnaty and Paxlovid;
trends toward managed care and healthcare cost containment, and our ability to obtain or maintain timely or adequate pricing or favorable formulary placement for our products;
interest rate and foreign currency exchange rate fluctuations, including the impact of global trade tensions, as well as currency devaluations and monetary policy actions in countries experiencing high inflation or deflation rates;
any significant issues involving our largest wholesale distributors, which account for a substantial portion of our revenues;
the impact of the increased presence of counterfeit medicines, vaccines or other products in the pharmaceutical supply chain;
any significant issues related to the outsourcing of certain operational and staff functions to third parties;
any significant issues related to our JVs and other third-party business arrangements, including modifications or disputes related to supply agreements or other contracts with customers including governments or other payors;
uncertainties related to general economic, political, business, industry, regulatory and market conditions including, without limitation, uncertainties related to the impact on us, our customers, suppliers and lenders and counterparties to our foreign-exchange and interest-rate agreements of challenging global economic conditions, such as inflation or interest rate fluctuations, and changes in global financial markets;
the exposure of our operations globally to possible capital and exchange controls, economic conditions, expropriation, sanctions, tariffs and/or other restrictive government actions, changes in intellectual property legal protections and remedies, unstable governments and legal systems and inter-governmental disputes;
risks and uncertainties related to issued or future executive orders or other new, or changes in, laws, regulations or policy regarding tariffs or other trade or foreign policy and/or the impact of any potential U.S. Governmental shutdowns, including impacts on governmental agencies due to a shutdown;
the risk and impact of tariffs on our business, which is subject to a number of factors including, but not limited to, restrictions on trade, the effective date and duration of such tariffs, countries included in the scope of tariffs, changes to amounts of tariffs, and potential retaliatory tariffs or other retaliatory actions imposed by other countries;
the impact of disruptions related to climate change and natural disasters;
any changes in business, political and economic conditions due to actual or threatened terrorist activity, geopolitical instability, political or civil unrest or military action and the resulting economic or other consequences;
the impact of product recalls, withdrawals and other unusual items, including uncertainties related to regulator-directed risk evaluations and assessments, such as our ongoing evaluation of our product portfolio for the potential presence or formation of nitrosamines, and our voluntary withdrawal of all lots of Oxbryta in all markets where it is approved and any regulatory or other impact on Oxbryta and other sickle cell disease assets;
trade buying patterns;
the risk of an impairment charge related to our intangible assets, goodwill or equity-method investments;
the impact of, and risks and uncertainties related to, restructurings and internal reorganizations, as well as any other corporate strategic initiatives and growth strategies, and cost-reduction and productivity initiatives, including any potential future phases, each of which requires upfront costs but may fail to yield anticipated benefits and may result in unexpected costs, organizational disruption, adverse effects on employee morale, retention issues or other unintended consequences;
the ability to successfully achieve our climate-related goals and progress our environmental and other sustainability priorities;

Risks Related to Government Regulation and Legal Proceedings:

the impact of any U.S. healthcare reform or legislation, including executive orders or other change in laws, regulations or policy, or any significant spending reduction or cost control efforts affecting Medicare, Medicaid, the 340B Drug Pricing Program or other publicly funded or subsidized health programs, including the Inflation Reduction Act of 2022 (IRA) and the IRA Medicare Part D Redesign, government cuts to Affordable Care Act (ACA) subsidies, or changes in the tax treatment of employer-sponsored health insurance that may be implemented;
risks and uncertainties related to the impact of Pfizer’s voluntary agreement with the U.S. Government designed to lower drug costs for U.S. patients and to include certain Pfizer products on the TrumpRx.gov platform, Pfizer’s plans to further invest in U.S. manufacturing and potential tariff impacts, including risks relating to entering into binding final agreements with the U.S. Government and its impact on the applicability of Section 232 tariffs;
U.S. federal or state legislation or regulatory action and/or policy efforts affecting, among other things, pharmaceutical product pricing, including international reference pricing (including Most-Favored-Nation drug pricing), intellectual property, product approval processes and pathways, reimbursement or access to or recommendations for our medicines and vaccines, tax changes or other restrictions on U.S. direct-to-consumer advertising; limitations on interactions with healthcare professionals and other industry stakeholders; as well as pricing pressures for our products as a result of highly competitive biopharmaceutical markets;
risks and uncertainties related to changes to vaccine or other healthcare policy in the U.S., including: (i) risks and uncertainties relating to the evolving vaccine landscape; and (ii) the FDA’s recently adopted policy of disclosing Complete Response Letters for unapproved drug candidates and the attendant risk of disclosure of trade secrets or confidential commercial information;
legislation or regulatory action and/or policy efforts in markets outside of the U.S., such as China or Europe, including, without limitation, laws related to pharmaceutical product pricing, intellectual property, medical regulation, environmental protections, data protection and cybersecurity, reimbursement or access, including, in particular, continued government-mandated reductions in prices and access restrictions for certain products to control costs in those markets;
legal defense costs, insurance expenses, settlement costs and contingencies, including without limitation, those related to legal proceedings and actual or alleged environmental contamination;
the risk and impact of an adverse decision or settlement and risk related to the adequacy of reserves related to legal proceedings;
the risk and impact of tax related litigation and investigations;
governmental laws, regulations and policies affecting our operations, including, without limitation, the IRA, as well as changes in such laws, regulations or policies or their interpretation, including, among others, new or changes in tariffs, tax laws and regulations internationally and in the U.S., including the One Big Beautiful Bill Act, which was enacted on July 4, 2025, and is still subject to further guidance; the adoption of global minimum taxation requirements outside the U.S. generally effective in most jurisdictions since January 1, 2024, government cost-cutting measures and related impacts on, among other matters, government staffing, resources and ability to timely review and process regulatory or other submissions; restrictions related to certain data transfers, including data security, data localization and cross border data transfer regulations, and transactions involving certain countries; and potential changes to existing tax laws, tariffs, or changes to other laws, regulations or policies in the U.S., including by the U.S. Presidential administration and Congress, as well as in other countries;

Risks Related to Intellectual Property, Technology and Cybersecurity:

the risk that our currently pending or future patent applications may not be granted on a timely basis or at all, or any patent-term extensions that we seek may not be granted on a timely basis, if at all;
risks to our products, patents and other intellectual property, such as: (i) claims of invalidity that could result in loss of patent coverage; (ii) claims of patent infringement, including asserted and/or unasserted intellectual property claims; (iii) claims we may assert against intellectual property rights held by third parties; (iv) challenges faced by our collaboration or licensing partners to the validity of their patent rights; or (v) any pressure from, or legal or regulatory action by, various stakeholders or governments that could potentially result in us not seeking intellectual property protection or agreeing not to enforce or being restricted from enforcing intellectual property rights related to our products;
any significant breakdown or interruption of our information technology systems and infrastructure (including cloud services);
any business disruption, theft of confidential or proprietary information, security threats on facilities or infrastructure, extortion or integrity compromise resulting from a cyber-attack, which may include those using adversarial artificial intelligence techniques, or other malfeasance by, but not limited to, nation states, employees, business partners or others; and
risks and challenges related to the use of proprietary or third-party software, systems and services (including cloud services) that include artificial intelligence-based functionality and other emerging technologies, such as the risk of inaccurate, biased or otherwise flawed outputs of AI tools and models; risks related to the protection of proprietary data and confidential information used in or generated by AI systems; reputational risks related to the use of AI in drug discovery, clinical development, manufacturing, commercial operations or patient-facing applications; and the risk that anticipated cost savings from AI, automation and digital enablement efforts may not be realized in the expected amounts or within expected timeframes.

Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. Investors are cautioned not to put undue reliance on forward-looking statements. A further list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in our subsequent reports on Form 10-Q, in each case including in the sections thereof captioned “Forward-Looking Information and Factors That May Affect Future Results” and “Item 1A. Risk Factors,” and in our subsequent reports on Form 8-K.

This earnings release may include discussion of certain clinical studies relating to various in-line products and/or product candidates. These studies typically are part of a larger body of clinical data relating to such products or product candidates, and the discussion herein should be considered in the context of the larger body of data. In addition, clinical trial data are subject to differing interpretations, and, even when we view data as sufficient to support the safety and/or effectiveness of a product candidate or a new indication for an in-line product, regulatory authorities may not share our views and may require additional data or may deny approval altogether.

The information contained on our website or any third-party website is not incorporated by reference into this earnings release. All trademarks mentioned are the property of their owners.

Certain of the products and product candidates discussed in this earnings release are being co-researched, co-developed and/or co-promoted in collaboration with other companies for which Pfizer’s rights vary by market or are the subject of agreements pursuant to which Pfizer has commercialization rights in certain markets.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260505963182/en/

Media

[email protected]

212.733.1226

Investors

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Oncology Health Infectious Diseases COVID-19 Clinical Trials Pharmaceutical Biotechnology

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May 5, 2026 6:48 am

Ferguson Enterprises Inc. (“Company”): Director/PDMR Shareholding

Ferguson Enterprises Inc. (“Company”): Director/PDMR Shareholding

NEWPORT NEWS, Va.–(BUSINESS WIRE)–NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES (“PDMRs”) IN COMMON STOCK OF PAR VALUE $0.0001 EACH IN THE COMPANY (“Shares”)

Vesting of restricted stock units under the Ferguson Enterprises Inc. 2023 Omnibus Equity Incentive Plan (“Omnibus Plan”)

The restricted stock units granted under the Omnibus Plan on December 10, 2025, automatically vested on April 30, 2026, as set out in the table below:

Director	No. of Shares vesting	No. of dividend equivalent Shares accrued	Total no. of Shares vesting after any withholding for tax
G Drabble	323	3	228
R Agrawal	331	2	333
K Baker	331	2	333
R Beckwitt	331	2	333
C Halligan	331	2	333
B May	323	3	228
J Metcalf	331	2	333
A Murray	331	2	333
S Wood	331	2	333

The restricted stock units were subject to a dividend equivalent accrual. All Shares were released for nil consideration.

The attached notifications, which have been made in accordance with the requirements of the EU Market Abuse Regulation (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018), provide further detail.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Geoff Drabble
2	Reason for the notification
a)	Position/status	Board Chair
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common stock of par value $0.0001 per share ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting and after withholding for tax)
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.00 228 GBP – British Pound
d)	Aggregated information – Aggregated volume – Price	Not applicable £0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Rekha Agrawal
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common stock of par value $0.0001 per share ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting)
c)	Price(s) and volume(s)	Price(s) Volume(s) $0.00 333 USD – United States Dollar
d)	Aggregated information – Aggregated volume – Price	Not applicable $0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Kelly Baker
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common stock of par value $0.0001 per share ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting)
c)	Price(s) and volume(s)	Price(s) Volume(s) $0.00 333 USD – United States Dollar
d)	Aggregated information – Aggregated volume – Price	Not applicable $0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Richard Beckwitt
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common stock of par value $0.0001 per share ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting)
c)	Price(s) and volume(s)	Price(s) Volume(s) $0.00 333 USD – United States Dollar
d)	Aggregated information – Aggregated volume – Price	Not applicable $0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Catherine Halligan
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common stock of par value $0.0001 per share ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting)
c)	Price(s) and volume(s)	Price(s) Volume(s) $0.00 333 USD – United States Dollar
d)	Aggregated information – Aggregated volume – Price	Not applicable $0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Brian May
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common stock of par value $0.0001 per share ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting and after withholding for tax)
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.00 228 GBP – British Pound
d)	Aggregated information – Aggregated volume – Price	Not applicable £0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	James S. Metcalf
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common stock of par value $0.0001 per share ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting)
c)	Price(s) and volume(s)	Price(s) Volume(s) $0.00 333 USD – United States Dollar
d)	Aggregated information – Aggregated volume – Price	Not applicable $0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Alan Murray
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common stock of par value $0.0001 per share ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting)
c)	Price(s) and volume(s)	Price(s) Volume(s) $0.00 333 USD – United States Dollar
d)	Aggregated information – Aggregated volume – Price	Not applicable $0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Suzanne Wood
2	Reason for the notification
a)	Position/status	Director
b)	Initial/Amendment notification	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ferguson Enterprises Inc.
b)	LEI	2138003JYQMRP3SLX189
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common stock of par value $0.0001 per share ISIN: US31488V1070
b)	Nature of the transaction	The automatic vesting of restricted stock units granted in December 2025 under the Omnibus Plan (including dividend equivalents arising from the vesting)
c)	Price(s) and volume(s)	Price(s) Volume(s) $0.00 333 USD – United States Dollar
d)	Aggregated information – Aggregated volume – Price	Not applicable $0.00
e)	Date of the transaction	2026-04-30; UTC time
f)	Place of the transaction	Outside a Trading Venue

View source version on businesswire.com: https://www.businesswire.com/news/home/20260505337377/en/

Investor Inquiries:

Pete Kennedy, Vice President Investor Relations +1 757 603 0111

Christen Rusbarsky, Director, Investor Relations +1 443 528 2533

Media Inquiries:

Christine Dwyer, Vice President Communications and PR +1 757 469 5813

KEYWORDS: New York Virginia United States North America

INDUSTRY KEYWORDS: HVAC Other Construction & Property Manufacturing Construction & Property Building Systems Other Manufacturing

MEDIA:

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May 5, 2026 6:44 am

Healthcare Realty Announces Pricing of Upsized $600 Million Exchangeable Senior Notes Offering

NASHVILLE, Tenn., May 05, 2026 (GLOBE NEWSWIRE) — Healthcare Realty Trust Incorporated (NYSE: HR) (“Healthcare Realty”) today announced that its operating partnership, Healthcare Realty Holdings, L.P. (“Healthcare Realty L.P.”), priced its offering of $600,000,000 aggregate principal amount of 3.00% exchangeable senior notes due 2032 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering size was increased from the previously announced offering size of $500,000,000 aggregate principal amount of notes. Healthcare Realty will fully and unconditionally guarantee the notes on a senior, unsecured basis. The issuance and sale of the notes are scheduled to settle on May 7, 2026, subject to customary closing conditions. Healthcare Realty L.P. also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $100,000,000 aggregate principal amount of notes.

The notes will be senior, unsecured obligations of Healthcare Realty L.P. and will accrue interest at a rate of 3.00% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027. The notes will mature on January 15, 2032, unless earlier repurchased, redeemed or exchanged. Before October 15, 2031, noteholders will have the right to exchange their notes only upon the occurrence of certain events. From and after October 15, 2031, noteholders may exchange their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Healthcare Realty L.P. will settle exchanges in cash and, if applicable, shares of Healthcare Realty’s class A common stock. The initial exchange rate is 43.4660 shares of Healthcare Realty’s class A common stock per $1,000 principal amount of notes, which represents an initial exchange price of approximately $23.01 per share of Healthcare Realty’s class A common stock. The initial exchange price represents a premium of approximately 17.5% over the last reported sale price of $19.58 per share of Healthcare Realty’s class A common stock on May 4, 2026. The exchange rate and exchange price will be subject to adjustment upon the occurrence of certain events.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Healthcare Realty L.P.’s option at any time, and from time to time, on or after January 22, 2030 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Healthcare Realty’s class A common stock exceeds 130% of the exchange price for a specified period of time and certain other conditions are satisfied. In addition, the notes will be redeemable, in whole or in part, at Healthcare Realty L.P.’s option at any time to the extent necessary to preserve Healthcare Realty’s status as a real estate investment trust for U.S. federal income tax purposes. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If a “fundamental change” (as defined in the indenture for the notes) occurs, then, subject to a limited exception, noteholders may require Healthcare Realty L.P. to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The notes will be entitled to the benefits of a registration rights agreement pursuant to which Healthcare Realty will agree to register, under the Securities Act, the resale of the shares of Healthcare Realty’s class A common stock, if any, issuable upon exchange of the notes within specified time periods and subject to certain limitations.

Healthcare Realty L.P. estimates that the net proceeds from the offering will be approximately $582.6 million (or approximately $680.1 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions and Healthcare Realty L.P.’s estimated offering expenses. Healthcare Realty L.P. intends to use (i) $24.0 million of the net proceeds to fund the cost of entering into the capped call transactions described below; (ii) approximately $75.0 million of the net proceeds to repurchase approximately 3.83 million shares of Healthcare Realty’s class A common stock concurrently with the pricing of the offering in privately negotiated transactions through one of the initial purchasers of the offering or its affiliate, as Healthcare Realty L.P.’s agent; and (iii) the remainder of the net proceeds from the offering, together with borrowings from its unsecured revolving credit facility, to repay outstanding indebtedness under its 3.500% Senior Notes due 2026. If the initial purchasers exercise their option to purchase additional notes, then Healthcare Realty L.P. intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below. Pending such uses, Healthcare Realty L.P. intends to invest the proceeds in a variety of capital preservation investments, including short-term, interest-bearing instruments such as U.S. government securities and municipal bonds, and may apply proceeds to outstanding indebtedness under its revolving credit and term loan agreement.

In connection with the pricing of the notes, Healthcare Realty L.P. and Healthcare Realty entered into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or one or more other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of Healthcare Realty’s class A common stock underlying the notes. If the initial purchasers exercise their option to purchase additional notes, then Healthcare Realty L.P. and Healthcare Realty expect to enter into additional capped call transactions with the option counterparties.

The cap price of the capped call transactions will initially be approximately $27.41 per share, which represents a premium of approximately 40.0% over the last reported sale price of Healthcare Realty’s class A common stock of $19.58 per share on May 4, 2026, and is subject to certain adjustments under the terms of the capped call transactions.

The capped call transactions are expected generally to reduce the potential dilution to Healthcare Realty’s class A common stock upon any exchange of the notes and/or offset any potential cash payments Healthcare Realty L.P. is required to make in excess of the principal amount of exchanged notes, as the case may be, upon exchange of the notes. If, however, the market price per share of Healthcare Realty’s class A common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.

In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Healthcare Realty’s class A common stock and/or purchase shares of Healthcare Realty’s class A common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Healthcare Realty’s class A common stock or the notes at that time.

In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Healthcare Realty’s class A common stock and/or purchasing or selling Healthcare Realty’s class A common stock or other securities of Healthcare Realty in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so following any fundamental change repurchase, redemption or early exchange of the notes and during any observation period related to an exchange of notes after October 15, 2031, or, to the extent Healthcare Realty L.P. exercises the relevant election under the capped call transactions, following any other repurchase of the notes). This activity could also cause or avoid an increase or decrease in the market price of Healthcare Realty’s class A common stock or the notes, which could affect the ability to exchange the notes, and, to the extent the activity occurs during any observation period related to an exchange of notes, it could affect the number of shares and value of the consideration that noteholders will receive upon exchange of the notes.

The offer and sale of the notes, the guarantee and any shares of Healthcare Realty’s class A common stock issuable upon exchange of the notes have not been registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. Although Healthcare Realty L.P. and Healthcare Realty will enter into a registration rights agreement pursuant to which Healthcare Realty will agree to register, under the Securities Act, the resale of the shares of Healthcare Realty’s class A common stock, if any, issuable upon exchange of the notes, the registration rights agreement will contain significant limitations, and a resale registration statement may not be available at the time investors wish to resell the shares of Healthcare Realty’s class A common stock, if any, issuable upon exchange of their notes. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of Healthcare Realty’s class A common stock issuable upon exchange of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About Healthcare Realty

Healthcare Realty Trust Incorporated (NYSE: HR) is the largest public, pure-play owner, operator and developer of medical outpatient buildings in the United States.

Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding the completion of the offering, the expected amount and intended use of the net proceeds and the effects of entering into the capped call transactions described above. Forward-looking statements represent Healthcare Realty’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, the satisfaction of the closing conditions related to the offering and risks relating to Healthcare Realty’s business, including those described in periodic reports that Healthcare Realty files from time to time with the SEC. Healthcare Realty L.P. may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and neither Healthcare Realty nor Healthcare Realty L.P. undertakes to update the statements included in this press release for subsequent developments, except as may be required by law.

Contact Information

Daniel Gabbay
EVP & Chief Financial Officer
[email protected]

May 5, 2026 6:38 am

Cameco Reports First Quarter 2026 Results: Financial Results and Operational Execution Reflect Disciplined Strategy; Annual Guidance Unchanged; Nuclear Energy on Track for Long‑Term Growth in Support of Global Demand

Cameco Reports First Quarter 2026 Results: Financial Results and Operational Execution Reflect Disciplined Strategy; Annual Guidance Unchanged; Nuclear Energy on Track for Long‑Term Growth in Support of Global Demand

All amounts in Canadian dollars unless specified otherwise

SASKATOON, Saskatchewan–(BUSINESS WIRE)–Cameco (TSX: CCO; NYSE: CCJ) today reported its consolidated financial and operating results for the first quarter ended March 31, 2026, in accordance with International Financial Reporting Standards (IFRS).

“Our results for the first quarter of 2026 remained consistent with our annual expectations across the business,” said Tim Gitzel, Cameco’s chief executive officer. “We are on track in our uranium, fuel services and Westinghouse segments, reinforcing the value of our disciplined contracting and operating strategy that aligns marketing, production and capital decisions with strengthening industry fundamentals.

“Operationally, we delivered solid performance in the quarter, with on-track production at our uranium mining operations in Canada and Kazakhstan. We’re in a strong position ahead of the extended third quarter maintenance shutdown at the Key Lake mill that we mentioned at the beginning of the year, during which we will tie in new infrastructure to enhance future supply flexibility. And financially, our strong balance sheet, which allows us to be patient as the market evolves, remains a key strength.

“Across the global energy space, ongoing geopolitical tensions and volatility in fossil fuel supply chains are reinforcing the importance of secure, reliable and resilient baseload power. Governments, utilities and energy‑intensive industries are recognizing that nuclear energy is uniquely positioned to meet these needs, providing long‑term energy security and reinforcing national security, while advancing efforts to meet decarbonization targets. Against that backdrop, Cameco and Westinghouse are seeing significant interest in the proven AP1000^® reactor technology: it’s the modern reactor that stands out as the most deployed Generation III+ technology in operation today, and we’re excited to see it being valued for its advanced passive safety features, standardized and repeatable design, construction-ready certainty and proven world-class operating performance.

“With tier‑one mining assets, a disciplined approach to supply, and an integrated fuel and reactor life cycle strategy, we believe Cameco is uniquely positioned to take advantage of opportunities as the market evolves, while continuing to navigate market uncertainty and create long‑term value as nuclear energy’s role expands.”

First Quarter Highlights:

Financial Highlights

Consolidated performance: Results in the first quarter were higher compared to 2025 with net earnings of $131 million, adjusted net earnings of $203 million, and adjusted EBITDA of $509 million. As expected, first quarter sales volumes were higher in both uranium and fuel services, our average realized price continued to improve in the uranium segment, and quarterly variability in equity earnings from our investment in Westinghouse resulted in improved first quarter performance compared to 2025. See Consolidated financial results in the first quarter MD&A for more information.
Strong balance sheet: Thanks to our risk-managed financial discipline, our balance sheet remains strong. As of March 31, 2026, we had $1.1 billion in cash, cash equivalents and short-term investments, $1.0 billion in total debt and a $1.0 billion undrawn revolving credit facility. As previously disclosed, we received a distribution of US$49 million from Westinghouse during the first quarter. In addition, following the end of the quarter, we received US$124 million, net of withholdings, from JV Inkai as a dividend based on 2025 financial performance.
Uranium: In our core uranium segment, the first quarter earnings before taxes were $358 million and adjusted EBITDA was $423 million, compared to $227 million and $286 million, respectively, in the first quarter of 2025. As anticipated, sales volumes were higher in the first quarter of 2026, than in the first quarter of 2025. In addition, the average realized price continued to show improvements as prices under market-related contracts increased. See Financial results by segment – uranium in our first quarter MD&A for more information.
Fuel Services: In our fuel services segment, first quarter earnings before taxes were $44 million and adjusted EBITDA was $54 million, compared to $68 million and $75 million, respectively, in the first quarter of 2025. In 2026, results were mainly driven by a lower average realized price. See Financial results by segment – Fuel services in our first quarter MD&A for more information.
Westinghouse: Westinghouse reported a net loss of $46 million (our share) for the first quarter, an improvement from a loss of $62 million (our share) in the first quarter of 2025. To better reflect the underlying operating performance, we use adjusted EBITDA as a performance measure for Westinghouse. In the first quarter of 2026, our share of Westinghouse’s adjusted EBITDA was $122 million, compared to $92 million in the first quarter of 2025. See Financial results by segment – Westinghouse, in our first quarter MD&A for more information.

Adjusted net earnings and adjusted EBITDA are non-IFRS measures.

Operational Highlights

Uranium: Total packaged production from McArthur River and Key Lake was 5.0 million pounds of U₃O₈ (3.5 million pounds our share) and 4.9 million pounds of U₃O₈ (2.7 million pounds our share) from Cigar Lake for the quarter. We continue to expect to produce between 19.5 to 21.5 million pounds of U₃O₈ (our share) in 2026 in our uranium segment. In April, a new collective agreement with the United Steelworkers Local 8914 was reached at Key Lake and McArthur River, which expires in December 2028. See Our operations – Uranium 2026 Q1 Updates in our first quarter MD&A for more information.
JV Inkai: Production on a 100% basis was 2.5 million pounds of U₃O₈ for the quarter. JV Inkai continues to target 2026 production of 10.4 million pounds of U₃O₈ (100% basis) of which our purchase allocation is expected to be 4.2 million pounds. The majority of our share of 2026 production is expected to be delivered before the end of 2026. See Our operations – Uranium 2026 Q1 Updates in our first quarter MD&A for more information.
Fuel Services: In the first quarter of 2026, our Fuel Services segment produced 3.3 million kgU. We continue to expect our annual production, which includes UF₆ conversion, UO₂ conversion and heavy water reactor fuel bundles, to be between 13 million and 14 million kgU. See Our Operations – Fuel Services 2026 Q1 Updates in our first quarter MD&A for more information.

Marketing highlights

Deliveries and inventory: In the first quarter, we produced 6.2 million pounds of U₃O₈ (our share), purchased 0.2 million pounds of U₃O₈at an average unit cost of $110.42 per pound (US$80.50 per pound) and borrowed 750,000 pounds under product loan facilities. See Financial results by segment – Uranium in our first quarter MD&A for more information. After delivering 7.8 million pounds in the first quarter, our uranium inventory was 9.1 million pounds on March 31, 2026, with an average inventory cost of $50.24 per pound.
Contracting: In our uranium segment, over the next five years we have contracts in place for average annual deliveries of over 28 million pounds of U₃O₈ per year, with commitments higher than the average in 2026 through 2028, and lower than the average in the years 2029 and 2030. As the market continues to improve, we expect to continue layering in volumes that capture greater future upside using market-related pricing mechanisms.

Consolidated financial results

	THREE MONTHS
HIGHLIGHTS	ENDED MARCH 31
($ MILLIONS EXCEPT WHERE INDICATED)	2026	2025	CHANGE
Revenue	845	789	7%
Gross profit	302	270	12%
Net earnings attributable to equity holders	131	70	87%
$ per common share (basic)	0.30	0.16	88%
$ per common share (diluted)	0.30	0.16	88%
Adjusted net earnings (ANE) (non-IFRS)	203	70	>100%
$ per common share (adjusted and diluted)	0.47	0.16	>100%
Adjusted EBITDA (non-IFRS)	509	353	44%
Cash provided by (used in) operations	(22)	110	>(100)%

The financial information presented for the three months ended March 31, 2025, and March 31, 2026, is unaudited.

Selected segment highlights

			THREE MONTHS
HIGHLIGHTS			ENDED MARCH 31
($ MILLIONS EXCEPT WHERE INDICATED)			2026	2025	CHANGE
Uranium	Production volume (million lb)		6.2	6.0	3%
	Sales volume (million lb)		7.8	6.9	13%
	Average realized price¹	(US$/lb)	66.21	62.55	6%
		($/lb)	91.26	89.12	2%
	Revenue		712	619	15%
	Gross profit		259	203	28%
	Earnings before income taxes		358	227	58%
	Adjusted EBITDA²		423	286	48%
Fuel services	Production volume (million kgU)		3.3	3.9	(15)%
	Sales volume (million kgU)		2.8	2.4	17%
	Average realized price ³	($/kgU)	48.53	56.64	(14)%
	Revenue		134	135	(1)%
	Earnings before income taxes		44	68	(35)%
	Adjusted EBITDA²		54	75	(28)%
	Adjusted EBITDA margin (%)²		40	56	(29)%
Westinghouse	Adjusted free cash flow²		72	49	47%
(our share)	Net loss		(46)	(62)	(26)%
	Adjusted EBITDA²		122	92	33%

¹		Uranium average realized price is calculated as the revenue from sales of uranium concentrate, transportation and storage fees divided by the volume of uranium concentrates sold.
²		Non-IFRS measure.
³		Fuel services average realized price is calculated as revenue from the sale of conversion and fabrication services, including fuel bundles and reactor components, transportation and storage fees divided by the volumes sold.

The table shows the costs of produced and purchased uranium incurred in the reporting periods (see non-IFRS). These costs do not include care and maintenance costs, selling costs such as royalties, transportation and commissions, nor do they reflect the impact of opening inventories on our reported cost of sales.

	THREE MONTHS
	ENDED MARCH 31
($/LB)	2026	2025	CHANGE
Produced
Cash cost	23.02	22.39	3%
Non-cash cost	11.03	10.30	7%
Total production cost ¹	34.05	32.69	4%
Quantity produced (million lb)¹	6.2	6.0	3%
Purchased
Cash cost¹	110.42	106.14	4%
Quantity purchased (million lb)¹	0.2	1.2	(83)%
Totals
Produced and purchased costs	36.44	44.93	(19)%
Quantities produced and purchased (million lb)	6.4	7.2	(11)%

Due to equity accounting, our share of production from JV Inkai is shown as a purchase at the time of delivery. These purchases will fluctuate during the quarters and timing of purchases will not match production. There were no purchases from JV Inkai during the first quarter of either 2026 or 2025.

Non-IFRS measures

The non-IFRS measures referenced in this document are supplemental measures, which are used as indicators of our financial performance. Management believes that these non-IFRS measures provide useful supplemental information to investors, securities analysts, lenders and other interested parties in assessing our operational performance and our ability to generate cash flows to meet our cash requirements. These measures are not recognized measures under IFRS, do not have standardized meanings, and are therefore unlikely to be comparable to similarly titled measures presented by other companies. Accordingly, these measures should not be considered in isolation or as a substitute for the financial information reported under IFRS. We are not able to reconcile our forward-looking non-IFRS guidance because we cannot predict the timing and amounts of discrete items, which could significantly impact our IFRS results.

The following are the non-IFRS measures used in this document.

ADJUSTED NET EARNINGS

Adjusted net earnings (ANE) is our net earnings attributable to equity holders, adjusted for non-operating or non-cash items such as gains and losses on derivatives, unrealized foreign exchange gains and losses, share-based compensation, and adjustments to reclamation provisions flowing through other operating expenses, that we believe do not reflect the underlying financial performance for the reporting period. Other items may also be adjusted from time to time. We adjust this measure for certain of the items that our equity-accounted investees make in arriving at other non-IFRS measures. Adjusted net earnings is one of the targets that we measure to form the basis for a portion of annual employee and executive compensation (see Measuring our results in our 2025 annual MD&A).

In calculating ANE we adjust for derivatives. We do not use hedge accounting under IFRS and, therefore, we are required to report gains and losses on all hedging activity, both for contracts that close in the period and those that remain outstanding at the end of the period. For the contracts that remain outstanding, we must treat them as though they were settled at the end of the reporting period (mark-to-market). However, we do not believe the gains and losses that we are required to report under IFRS appropriately reflect the intent of our hedging activities, so we make adjustments in calculating our ANE to better reflect the impact of our hedging program in the applicable reporting period. See Foreign exchange in our 2025 annual MD&A for more information.

We also adjust for changes to our reclamation provisions that flow directly through earnings. Every quarter we are required to update the reclamation provisions for all operations based on new cash flow estimates, discount and inflation rates. This normally results in an adjustment to our asset retirement obligation asset in addition to the provision balance. When the assets of an operation have been written off due to an impairment, as is the case with our Rabbit Lake and US ISR operations, the adjustment is recorded directly to the statement of earnings as “other operating expense (income)”. See note 9 of our interim financial statements for more information. This amount has been excluded from our ANE measure.

As a result of the change in ownership of Westinghouse when it was acquired by Cameco and Brookfield, Westinghouse’s inventories at the acquisition date were revalued based on the market price at that date. As these quantities are sold, Westinghouse’s cost of products and services sold reflect these market values, regardless of their historic costs. Our share of these costs is included in earnings from equity-accounted investees and recorded in cost of products and services sold in the investee information (see note 6 to the financial statements). Since this expense is non-cash, outside of the normal course of business and only occurred due to the change in ownership, we have excluded our share from our ANE measure.

Westinghouse has also expensed some non-operating acquisition-related transition costs that the acquiring parties agreed to pay for, which resulted in a reduction in the purchase price paid. Our share of these costs is included in earnings from equity-accounted investees and recorded in other expenses in the investee information (see note 6 to the financial statements). Since this expense is outside of the normal course of business and only occurred due to the change in ownership, we have excluded our share from our ANE measure.

To facilitate a better understanding of these measures, the table below reconciles adjusted net earnings with our net earnings for the first quarter of 2026 and compares it to the same period in 2025.

	THREE MONTHS
	ENDED MARCH 31
($ MILLIONS)	2026	2025
Net earnings attributable to equity holders	131	70
Adjustments
Adjustments on derivatives	40	(12)
Unrealized foreign exchange gains	(9)	(4)
Share-based compensation	53	(2)
Adjustments on other operating expense (income)	(6)	1
Income taxes on adjustments	(25)	4
Adjustments on equity investees (net of tax):
Inventory purchase accounting	(1)	–
Unrealized foreign exchange losses (gains)	(7)	10
Long-term incentive plan	27	3
Adjusted net earnings	203	70

The following table shows what contributed to the change in adjusted net earnings (non-IFRS measure, see above) in the first quarter of 2026 compared to the same period in 2025.

		THREE MONTHS
		ENDED MARCH 31
($ MILLIONS)		IFRS	ADJUSTED
Net earnings – 2025		70	70
Change in gross profit by segment
(We calculate gross profit by deducting from revenue the cost of products and services sold, and depreciation and amortization)
Uranium	Impact from sales volume changes	25	25
	Higher realized prices (US$)	41	41
	Foreign exchange impact on realized prices	(24)	(24)
	Lower costs	14	14
	Change – uranium	56	56
Fuel services	Impact from sales volume changes	11	11
	Lower realized prices ($)	(22)	(22)
	Higher costs	(12)	(12)
	Change – fuel services	(23)	(23)
Other changes
Higher administration expenditures		(63)	(8)
Change in reclamation provisions		8	1
Higher earnings from equity-accounted investees		81	87
Change in gains or losses on derivatives		(39)	13
Change in foreign exchange gains or losses		11	6
Higher finance income		6	6
Lower finance costs		2	2
Change in income tax recovery or expense		21	(8)
Other		1	1
Net earnings – 2026		131	203

EBITDA

EBITDA is defined as net earnings attributable to equity holders, adjusted for the costs related to the impact of the company’s capital and tax structure including depreciation and amortization, finance income, finance costs (including accretion) and income taxes.

ADJUSTED EBITDA

Adjusted EBITDA is defined as EBITDA, as further adjusted for the impact of certain costs or benefits incurred in the period which are either not indicative of our underlying business performance or that impact our ability to assess the operating performance of the business. These adjustments include the amounts noted in the ANE definition.

In calculating adjusted EBITDA, we also adjust for items included in the results of our equity-accounted investees. These items are reported as part of marketing, administrative and general expenses within the investee financial information and are not representative of the underlying operations. These include gains/losses on undesignated hedges, transaction costs related to acquisitions and gain/loss on disposition of a business.

The company may realize similar gains or incur similar expenditures in the future.

ADJUSTED FREE CASH FLOW

Adjusted free cash flow is defined as adjusted EBTIDA less capital expenditures for the period.

ADJUSTED EBITDA MARGIN

Adjusted EBITDA margin is defined as adjusted EBITDA divided by revenue for the appropriate period.

EBITDA, adjusted EBITDA, adjusted free cash flow, and adjusted EBITDA margin are measures which allow us and other users to assess results of operations from a management perspective without regard for our capital structure. To facilitate a better understanding of these measures, the tables below reconcile earnings before income taxes with EBITDA and adjusted EBITDA for the first quarter of 2026 and 2025.

For the quarter ended March 31, 2026:

		FUEL
($ MILLIONS)	URANIUM¹	SERVICES	WESTINGHOUSE	OTHER	TOTAL
Net earnings (loss) before income taxes	358	44	(46)	(225)	131
Depreciation and amortization	57	9	–	2	68
Finance income	–	–	–	(10)	(10)
Finance costs	–	–	–	28	28
Income taxes	–	–	–	32	32
	415	53	(46)	(173)	249
Adjustments on equity investees
Depreciation and amortization	5	–	97	–	102
Finance income	(1)	–	(1)	–	(2)
Finance expense	–	–	47	–	47
Income taxes	10	–	(15)	–	(5)
Net adjustments on equity investees	14	–	128	–	142
EBITDA	429	53	82	(173)	391
Gain on derivatives	–	–	–	40	40
Other operating income	(6)	–	–	–	(6)
Share-based compensation	–	1	–	52	53
Unrealized foreign exchange gains	–	–	–	(9)	(9)
	423	54	82	(90)	469
Adjustments on equity investees
Inventory purchase accounting	–	–	1	–	1
Restructuring costs	–	–	3	–	3
Other expenses	–	–	43	–	43
Unrealized foreign exchange gains	–	–	(7)	–	(7)
Net adjustments on equity investees	–	–	40	–	40
Adjusted EBITDA	423	54	122	(90)	509

JV Inkai EBITDA is included in the uranium segment. See Financial results by segment – Uranium in our first quarter MD&A

For the quarter ended March 31, 2025:

		FUEL
($ MILLIONS)	URANIUM¹	SERVICES	WESTINGHOUSE	OTHER	TOTAL
Net earnings (loss) before income taxes	227	68	(62)	(163)	70
Depreciation and amortization	51	7	–	2	60
Finance income	–	–	–	(4)	(4)
Finance costs	–	–	–	30	30
Income taxes	–	–	–	53	53
	278	75	(62)	(82)	209
Adjustments on equity investees
Depreciation and amortization	–	–	96	–	96
Finance expense	–	–	49	–	49
Income taxes	–	–	(17)	–	(17)
Net adjustments on equity investees	–	–	128	–	128
EBITDA	278	75	66	(82)	337
Loss on derivatives	–	–	–	(12)	(12)
Other operating expense	1	–	–	–	1
Share-based compensation	–	–	–	(2)	(2)
Unrealized foreign exchange gains	–	–	–	(4)	(4)
	279	75	66	(100)	320
Adjustments on equity investees
Other expenses	–	–	11	–	11
Unrealized foreign exchange losses	7	–	3	–	10
Restructuring costs	–	–	12	–	12
Net adjustments on equity investees	7	–	26	–	33
Adjusted EBITDA	286	75	92	(100)	353

JV Inkai EBITDA is included in the uranium segment. See Financial results by segment – Uranium in our first quarter MD&A

CASH COST PER POUND, NON-CASH COST PER POUND AND TOTAL COST PER POUND FOR PRODUCED AND PURCHASED URANIUM

Cash cost per pound, non-cash cost per pound and total cost per pound for produced and purchased uranium are non-IFRS measures. We use these measures in our assessment of the performance of our uranium business. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS.

To facilitate a better understanding of these measures, the table below reconciles these measures to cost of product sold and depreciation and amortization for the first quarter of 2026 and 2025.

	THREE MONTHS
	ENDED MARCH 31
($ MILLIONS)	2026	2025
Cost of product sold	396.4	364.0
Add / (subtract)
Royalties	(59.0)	(37.4)
Care and maintenance costs	(16.3)	(13.6)
Other selling costs	(2.5)	(3.5)
Change in inventories	(153.8)	(47.8)
Cash operating costs (a)	164.8	261.7
Add / (subtract)
Depreciation and amortization	56.8	51.4
Care and maintenance costs	(0.3)	(0.1)
Change in inventories	11.9	10.5
Total operating costs (b)	233.2	323.5
Uranium produced & purchased (million lb) (c)	6.4	7.2
Cash costs per pound (a ÷ c)	25.75	36.35
Total costs per pound (b ÷ c)	36.44	44.93

Management’s discussion and analysis (MD&A) and financial statements

The first quarter MD&A and unaudited condensed consolidated interim financial statements provide a detailed explanation of our operating results for the three months ended March 31, 2026, as compared to the same period last year. This news release should be read in conjunction with these documents, as well as our audited consolidated financial statements and notes for the year ended December 31, 2025, and annual MD&A, and our most recent annual information form, all of which are available on our website at www.cameco.com, on SEDAR+ at www.sedarplus.ca, and on EDGAR at sec.gov/edgar.shtml.

Qualified persons

The technical and scientific information discussed in this document for our material properties McArthur River/Key Lake, Cigar Lake and Inkai was approved by the following individuals who are qualified persons for the purposes of NI 43-101:

MCARTHUR RIVER/KEY LAKE				CIGAR LAKE
Greg Murdock, senior advisor, technical services, Cameco				Kirk Lamont, general manager, Cigar Lake, Cameco
Daley McIntyre, general manager, Key Lake, Cameco				INKAI
				Sergey Ivanov, deputy general director, technical services, Cameco Kazakhstan LLP

Caution about forward-looking information

This news release includes statements and information about our expectations for the future, which we refer to as forward-looking information. Forward-looking information is based on our current views, which can change significantly, and actual results and events may be significantly different from what we currently expect. Examples of forward-looking information in this news release include: the statement that our annual guidance remains unchanged; our belief that nuclear energy is on track for long-term growth; our assessment that we are on track in our uranium, fuel services and Westinghouse segments; our view that we are in a strong position ahead of an expected extended third quarter shutdown at the Key Lake mill; our expectation that during the Key Lake mill shutdown we will implement new infrastructure to enhance future supply flexibility; our view that ongoing geopolitical tensions and volatility in fossil fuel supply chains are reinforcing the importance of secure, reliable and resilient baseload power; our expectation that nuclear energy is uniquely positioned to meet these power needs while advancing efforts to meet decarbonization targets; our belief that we are uniquely positioned to take advantage of opportunities as the market evolves, while continuing to navigate market uncertainty and create long-term value as nuclear energy’s role expands; our expected uranium production levels; JV Inkai target production levels, our expectations regarding our share of such production, and the timing of deliveries; our fuel services annual production expectations; our expectations regarding our long-term contract portfolio and uranium commitment and delivery levels; our expectation that we will continue capture greater upside in our uranium contracting using market related pricing mechanisms; and the expected date for announcement of our 2026 second quarter results.

Material risks that could lead to different results include: unexpected changes in uranium supply, demand, long-term contracting, and prices; changes in consumer demand for nuclear power and uranium as a result of changing societal views and objectives regarding nuclear power, electrification and decarbonization; the risk that our views regarding nuclear power, its growth profile, and benefits, may prove to be incorrect; the risk that we may not be able to achieve planned production levels within the expected timeframes, or that the costs involved in doing so exceed our expectations; the risk that we may not be able to implement new infrastructure at the Key Lake mill that will meet our expectations to enhance future supply flexibility; risks related to JV Inkai’s development or production, including the risk that JV Inkai is unable to transport and deliver its production; risks to Westinghouse’s business associated with potential production disruptions, the implementation of its business objectives, compliance with licencing or quality assurance requirements, or that it may otherwise be unable to achieve expected growth; the risk that we may not be able to meet sales commitments for any reason; the risks to our business associated with potential production disruptions, including those related to global supply chain disruptions, global economic uncertainty, political volatility, labour relations issues, and operating risks; the risk that we may not be able to implement our business objectives in a manner consistent with its or our environmental, social, governance and other values; the risk that the strategy we are pursuing may prove unsuccessful, or that we may not be able to execute it successfully; the risk that Westinghouse may not be able to implement its business objectives; the risk that we are adversely affected by the imposition of tariffs; and the risk that we may be delayed in announcing our future financial results.

In presenting the forward-looking information, we have made material assumptions which may prove incorrect about: uranium demand, supply, consumption, long-term contracting, growth in the demand for and global public acceptance of nuclear energy, and prices; our production, purchases, sales, deliveries and costs; the market conditions and other factors upon which we have based our future plans and forecasts, and our uranium contracting strategies; our ability to implement new infrastructure at the Key Lake mill that will enhance future supply as expected; Inkai production and, our allocation of planned production and timing of deliveries; assumptions about Westinghouse’s production, purchases, sales, deliveries and costs, the absence of business disruptions, and the success of its plans and strategies; the success of our plans and strategies, including planned production; the absence of new and adverse government regulations, policies or decisions; that there will not be any significant adverse consequences to our business resulting from production disruptions, including those relating to supply disruptions, economic or political uncertainty and volatility, labour relation issues, aging infrastructure, and operating risks; the assumptions relating to Westinghouse’s adjusted EBITDA; the assumption that we would not be adversely affected by the imposition of tariffs; and our ability to announce future financial results when expected.

Please also review the discussion in our 2025 annual MD&A and most recent annual information form for other material risks that could cause actual results to differ significantly from our current expectations, and other material assumptions we have made. Forward-looking information is designed to help you understand management’s current views of our near-term and longer-term prospects, and it may not be appropriate for other purposes. We will not necessarily update this information unless we are required to by securities laws.

Conference call

We invite you to join our first quarter conference call on Tuesday, May 5, 2026, from 8:00 a.m. until 9:00 am Eastern.

The call will be open to all investors and the media. To join the call, please dial (833) 821-3311 (Canada/US) or (647) 846-2607 (International). An operator will put your call through. The slides and a live webcast of the conference call will be available from a link at cameco.com. See the link on our home page on the day of the call.

A recorded version of the proceedings will be available:

on our website, cameco.com, shortly after the call
on post view until midnight, Eastern, June 5, 2026, by calling (855) 669-9658 (Canada and US) or (412) 317-0088 (Passcode 2712496)

2026 second quarter report release date

We plan to announce our 2026 second quarter results before markets open on Friday, July 31, 2026.

Profile

Cameco is one of the largest global providers of the uranium fuel needed to power a secure energy future. Our competitive position is based on our controlling ownership of the world’s largest high-grade reserves and low-cost operations, as well as significant investments across the nuclear fuel cycle, including ownership interests in Westinghouse Electric Company and Global Laser Enrichment. Utilities around the world rely on Cameco to provide global nuclear fuel solutions for the generation of safe, reliable, carbon-free nuclear power. Our shares trade on the Toronto and New York stock exchanges. Our head office is in Saskatoon, Saskatchewan, Canada.

As used in this news release, the terms we, us, our, the Company and Cameco mean Cameco Corporation and its subsidiaries unless otherwise indicated.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260504434080/en/

Investor inquiries

Cory Kos

306-716-6782

[email protected]

Media inquiries

Veronica Baker

306-385-5541

[email protected]

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Other Energy Mining/Minerals Utilities Energy Natural Resources Nuclear

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May 5, 2026 6:34 am

Record Quarterly Lease Rent Revenue Reported in Willis Lease Finance Corporation’s First Quarter 2026 Financial Results

Declares Second Quarter 2026 Dividend of $0.40 Per Share

COCONUT CREEK, Fla., May 05, 2026 (GLOBE NEWSWIRE) — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), the leading lessor of commercial aircraft engines and global provider of aviation services, today announced its financial results for the first quarter ended March 31, 2026. The Company also announced a quarterly dividend of $0.40 per share of common stock outstanding. The dividend is expected to be paid on May 22, 2026 to shareholders of record at the close of business on May 11, 2026.

First
Quarter
2026
Highlights
(All metrics compared to
first
quarter
2025
, except where noted)

Quarterly total revenue of $194.3 million, an increase of 23.2%
Income from operations of $33.8 million, an increase of 41.4%
Quarterly pre-tax income of $36.8 million, an increase of 45.9%
Diluted weighted average income per common share of $3.26, an increase of 47.5%
Record high quarterly lease rent revenue of $77.4 million, an increase of 14.2%
Record high quarterly maintenance services revenue of $9.8 million, an increase of 74.9%
Gain on sale of leased equipment of $18.0 million, and increase of 304.8%
Net income attributable to common shareholders of $23.7 million, an increase of 52.9%
Adjusted EBITDA of $123.8 million, an increase of 19.9%
Portfolio utilization increased to 85.8% at quarter end, compared to 79.9%

For the three months ended March 31, 2026, total revenue was $194.3 million, up 23.2% as compared to $157.7 million for the same period in 2025. For the first quarter of 2026, core lease rent and maintenance reserve revenues were $132.9 million in the aggregate, up 8.4% as compared to $122.6 million for the same period in 2025. The growth was predominantly driven by core lease and maintenance revenues associated with the continued strength of the aviation marketplace, as airlines leverage the Company’s extensive portfolio of in-demand engines as well as our parts and maintenance capabilities to avoid protracted, expensive engine shop visits.

“In the first quarter we outperformed nearly every revenue and earnings metric compared to Q1 2025,” said Austin Willis, CEO of WLFC, “and, thanks to the capital strategy we executed, we are poised for significant growth.”

First
Quarter
2026
Operating Results

Lease rent revenue increased by $9.6 million, or 14.2%, to $77.4 million in the three months ended March 31, 2026 from $67.7 million for the three months ended March 31, 2025. The increase is due to an increase in the average size of the portfolio as compared to that of the prior year period as well as an increase in average utilization (based on net book value of equipment held for operating lease, maintenance rights, and notes receivable and investments in sales-type leases net of allowances) of equipment held in our operating lease portfolio.

During the first quarter of 2026, the Company recognized $12.4 million of long-term maintenance revenue, compared to $9.6 million for the quarter ended March 31, 2025. Long-term maintenance is recognized at the end of a lease period as the related maintenance reserve liability is released from the balance sheet.

For the quarter ended March 31, 2026, the gain on sale of leased equipment was $18.0 million, reflecting the sale of 14 engines from the lease portfolio. During the three months ended March 31, 2025, the Company sold seven engines, one airframe, and other parts and equipment for a net gain of $4.4 million.

In March 2026, the Company’s investment fund partnership with Liberty Mutual Investments commenced operations.

The book value of lease assets owned either directly or through WLFC’s joint ventures, inclusive of the Company’s equipment held for operating lease, maintenance rights, notes receivable, and investments in sales-type leases was $3,563.5 million as of March 31, 2026.

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA

We analyze our financial data to evaluate the health of our business and assess our performance. As appropriate, in addition to income or loss from operations under GAAP, we use Adjusted EBITDA, a non-GAAP financial measure, to evaluate our business. We believe that this non-GAAP financial measure provides meaningful supplemental information regarding our performance as it excludes certain items that may not be indicative of our recurring operating results. We also believe that investors, in addition to management, benefit from referring to this non-GAAP financial measure in assessing our performance, when viewed together with our GAAP results. While items excluded from Adjusted EBITDA may be recurring in nature and should not be disregarded in evaluating performance, it can be useful to exclude such items as they can vary significantly between periods and or not be indicative of current or future operating results.

Because non-GAAP financial measures are not standardized, our calculation of Adjusted EBITDA may differ from similarly titled non-GAAP measures, if any, reported by other companies. This non-GAAP financial measure should not be considered in insolation from, or as a substitute for, financial information performed in accordance with GAAP.

We define Adjusted EBITDA as net income attributable to common shareholders, excluding (i) income tax expense, (ii) interest expense, (iii) preferred stock dividends/costs, (iv) loss on debt extinguishment, (v) depreciation and amortization expense, (vi) stock compensation expense, (vii) write-down of equipment, (viii) acquisition, financing and divestitures related expenses, and (ix) other items not indicative of our ongoing operating performance.

Adjusted EBITDA was approximately $123.8 million and $103.3 million for the three months ended March 31, 2026 and 2025, respectively. See below for the reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income attributable to common shareholders.

	Three months ended March 31,
	2026		2025
	(in thousands)
Net income attributable to common shareholders	$	23,661	$	15,476
Add: Income tax expense		11,755		8,385
Add: Interest expense		32,633		32,094
Add: Preferred stock dividends/costs		1,422		1,393
Add: Loss on debt extinguishment		7,027		—
Add: Depreciation and amortization expense		30,178		25,024
Add: Stock compensation expense		13,752		6,907
Add: Write-down of equipment		1,149		2,109
Add: Acquisition, financing and divestitures related expenses		2,242		166
Add: Other (1)		28		11,777
Adjusted EBITDA	$	123,847	$	103,331

________________________________________________________

In Q1 2026 and 2025, the Company recognized $0.03 million and $11.8 million, respectively, in non-recurring project expenses associated with the sustainable aviation fuels project, which the Company decided to cease investment in and pursue strategic alternatives for, including, a potential sale.

Balance Sheet

As of March 31, 2026, the Company’s lease portfolio was $2,857.0 million, consisting of $2,760.5 million of equipment held in its operating lease portfolio, $65.6 million of notes receivable, $30.6 million of maintenance rights, and $0.3 million of investments in sales-type leases, which represented 342 engines, 20 aircraft, one marine vessel, and other leased parts and equipment. As of December 31, 2025, the Company’s lease portfolio was $2,988.9 million, consisting of $2,801.7 million of equipment held in its operating lease portfolio, $139.9 million of notes receivable, $30.6 million of maintenance rights, and $16.6 million of investments in sales-type leases, which represented 363 engines, 20 aircraft, one marine vessel, and other leased parts and equipment.

Conference Call

WLFC will hold a conference call led by the executive management team today at 10:00 a.m. Eastern Time to discuss its first quarter 2026 results.

To participate in the conference call, please use the following dial-in numbers:

U.S. and Canada: +1 (800) 330-6730
International: +1 (786) 297-8585
Conference ID: 3012326
Participant Passcode: 989617

The conference call may also be accessed by registering via the following link:
https://event.webcasts.com/starthere.jsp?ei=1759374&tp_key=c0ab3b632b.

A digital replay will be available two hours after the completion of the conference call. To access the replay, please visit the Investor Relations sections of our website at https://www.wlfc.global/investor-center.

About Willis Lease Finance Corporation

Willis Lease Finance Corporation (WLFC) leases large and regional spare commercial aircraft engines and aircraft to airlines, aircraft engine manufacturers and maintenance, repair and overhaul providers worldwide. These leasing activities are integrated with engine and aircraft trading, engine lease pools and asset management services, as well as various end-of-life solutions for engines and aviation materials provided through Willis Aeronautical Services, Inc. Additionally, through Willis Engine Repair Center®, Jet Centre
by Willis, and Willis Aviation Services Limited, the Company’s service offerings include Part 145 engine maintenance, aircraft line and base maintenance, aircraft disassembly, parking and storage, airport FBO, and ground and cargo handling services.

Forward-Looking Statements

Except for historical information, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties. Do not unduly rely on forward-looking statements, which give only expectations about the future and are not guarantees. By their nature, forward-looking statements involve a number of inherent risks, uncertainties and assumptions and are subject to change in circumstances that are difficult to predict and many of which are outside of our control. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law. Our actual results may differ materially from the results discussed, either expressly or implicitly, in forward-looking statements. Factors that might cause such a difference include, but are not limited to: the effects on the airline industry and the global economy of events such as war, terrorist activity and natural disasters; changes in oil prices, rising inflation and other disruptions to world markets; trends in the airline industry and our ability to capitalize on those trends, including growth rates of markets and other economic factors, as well as the impact of new or increased tariffs; risks associated with owning and leasing jet engines and aircraft; our ability to successfully negotiate equipment purchases, sales and leases, to collect outstanding amounts due and to control costs and expenses; changes in interest rates and availability of capital, both to us and our customers; our ability to continue to meet changing customer demands; regulatory changes affecting airline operations, aircraft maintenance, accounting standards and taxes; the market value of engines and other assets in our portfolio; and risks detailed in the Company’s Annual Report on Form 10-K and other continuing and current reports filed with the Securities and Exchange Commission. It is advisable, however, to consult any further disclosures the Company makes on related subjects in such filings. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

CONTACT:	Scott B. Flaherty
	Executive Vice President & Chief Financial Officer
	561.413.0112

Unaudited Condensed Consolidated Statements of Income

(In thousands, except per share data)

	Three months ended March 31,
		2026		2025	% Change
REVENUE
Lease rent revenue	$	77,385	$	67,739	14.2	%
Maintenance reserve revenue		55,512		54,859	1.2	%
Spare parts and equipment sales		21,687		18,240	18.9	%
Interest revenue		2,788		3,934	(29.1)	%
Gain on sale of leased equipment		17,959		4,437	304.8	%
Gain on sale of financial assets		438		378	15.9	%
Maintenance services revenue		9,769		5,586	74.9	%
Management and advisory fees		7,895		1,963	302.2	%
Other revenue		913		596	53.2	%
Total revenue		194,346		157,732	23.2	%

EXPENSES
Depreciation and amortization expense		30,178		25,024	20.6	%
Cost of spare parts and equipment sales		14,417		15,323	(5.9)	%
Cost of maintenance services		8,860		5,329	66.3	%
Write-down of equipment		1,149		2,109	(45.5)	%
General and administrative		56,604		47,720	18.6	%
Technical expense		9,688		6,230	55.5	%
Net finance costs:
Interest expense		32,633		32,094	1.7	%
Loss on debt extinguishment		7,027		—	nm
Total net finance costs		39,660		32,094	23.6	%
Total expenses		160,556		133,829	20.0	%

Income from operations		33,790		23,903	41.4	%
Income from investments		3,048		1,351	125.6	%
Income before income taxes		36,838		25,254	45.9	%
Income tax expense		11,755		8,385	40.2	%
Net income		25,083		16,869	48.7	%
Preferred stock dividends		1,353		1,323	2.3	%
Accretion of preferred stock issuance costs		69		70	(1.4)	%
Net income attributable to common shareholders	$	23,661	$	15,476	52.9	%

Basic weighted average income per common share	$	3.49	$	2.34
Diluted weighted average income per common share	$	3.26	$	2.21

Basic weighted average common shares outstanding		6,778		6,606
Diluted weighted average common shares outstanding		7,252		7,000

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except per share data)

	March 31, 2026			December 31, 2025
ASSETS
Cash and cash equivalents	$	24,554		$	16,441
Restricted cash		196,023			530,500
Equipment held for operating lease, less accumulated depreciation		2,760,517			2,801,683
Maintenance rights		30,576			30,632
Equipment held for sale		14,764			20,509
Receivables, net		38,886			35,717
Spare parts inventory		56,321			56,577
Investments		128,996			104,250
Property, equipment & furnishings, less accumulated depreciation		75,767			73,835
Intangible assets, net		271			271
Notes receivable, net		65,551			139,945
Investments in sales-type leases, net		344			16,595
Due from affiliates		229			—
Other assets		113,386			109,360
Total assets	$	3,506,185		$	3,936,315

LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued expenses	$	72,636		$	105,706
Deferred income taxes		240,112			228,547
Debt obligations		2,253,705			2,700,338
Maintenance reserves		124,562			116,185
Security deposits		24,398			24,651
Unearned revenue		32,928			35,350
Total liabilities		2,748,341			3,210,777

Redeemable preferred stock ($0.01 par value)		63,470			63,401

Shareholders’ equity:
Common stock ($0.01 par value)		77			76
Paid-in capital in excess of par		83,751			72,663
Retained earnings		611,333			590,785
Accumulated other comprehensive loss, net of tax		(787	)		(1,387	)
Total shareholders’ equity		694,374			662,137
Total liabilities, redeemable preferred stock and shareholders’ equity	$	3,506,185		$	3,936,315

May 5, 2026 6:34 am

Eaton Reports Record First Quarter 2026 Results, with Accelerating Growth in Sales, Orders and Backlog, and Raises 2026 Organic Growth Guidance to 10% from 8% at the Midpoint

Eaton Reports Record First Quarter 2026 Results, with Accelerating Growth in Sales, Orders and Backlog, and Raises 2026 Organic Growth Guidance to 10% from 8% at the Midpoint

Twelve-month rolling average order acceleration in Electrical Americas, up 42%, driven by data center momentum, and Electrical Global and Aerospace order growth, up 13%

Strong year-over-year total backlog growth of 48% in Electrical sector and 28% in Aerospace segment

First quarter sales were up 17% with organic sales growth of 10%, above the high end of the 5-7% guidance range

Closed $11 billion of strategic acquisitions in the quarter, including Boyd Thermal and Ultra PCS Limited

For full year 2026, earnings per share expected to be between $10.88 and $11.33, up 6% at the midpoint over 2025, and adjusted earnings per share expected to be between $13.05 and $13.50, up 10% at the midpoint over 2025

DUBLIN–(BUSINESS WIRE)–
Intelligent power management company Eaton Corporation plc (NYSE:ETN) today announced that first quarter 2026 earnings per share were $2.22. Excluding charges of $0.29 per share related to intangible amortization, $0.22 per share related to acquisitions and divestitures, and $0.08 per share related to a multi-year restructuring program, adjusted earnings per share were $2.81, a first quarter record.

Sales in the quarter were $7.5 billion, a record and up 17% from the first quarter of 2025. The sales increase consisted of 10% growth in organic sales, 4% growth from acquisitions and 3% growth from foreign exchange.

Segment margins were 22.7%, above the guidance range, and down 120bps from the first quarter of 2025.

Operating cash flow was $507 million and free cash flow was $314 million, up 113% and 245%, respectively, over the same period in 2025.

Paulo Ruiz, Eaton chief executive officer, said, “Strong demand across our markets drove solid first quarter performance, highlighted by order strength, backlog growth and our team’s continued discipline and focus on operational execution. In Electrical Americas, we achieved strong organic growth while advancing significant capacity expansion investments to meet demand. Electrical Global also continues to outperform, and Aerospace delivered strong backlog growth and segment profit. Mobility delivered solid operational performance in a challenging market, and we remain on track toward its Q1 2027 planned spin-off into an independent, publicly traded company. We’ve taken bold actions to shape the portfolio, deliver the solutions our customers need and position ourselves to meet or exceed our 2030 targets.”

In the quarter, the company also closed $11 billion of value-enhancing strategic acquisitions, including Boyd Thermal, a leader in thermal components, systems and ruggedized solutions for data centers, aerospace and other end markets, and Ultra PCS Limited, a producer of innovative solutions for safety and mission critical aerospace systems. These acquisitions reinforce Eaton’s disciplined M&A strategy—deploying capital to invest for growth by acquiring differentiated technologies in high‑growth, high‑margin markets that support long‑term value creation.

Guidance

For the full year 2026, the company anticipates:

Organic growth of 9-11%
Segment margins of 24.1-24.5%
Earnings per share between $10.88 and $11.33
Adjusted earnings per share between $13.05 and $13.50

For the second quarter of 2026, the company anticipates:

Organic growth of 9-11%
Segment margins of 22.6-23.0%
Earnings per share between $2.29 and $2.39
Adjusted earnings per share between $3.00 and $3.10

Business Segment Results

Sales for the Electrical Americas segment were a record $3.6 billion, up 20% from the first quarter of 2025. The sales increase consisted of 14% growth in organic sales, 5% growth from acquisitions and 1% growth from foreign exchange. Operating profits were a first quarter record $922 million, up 2% over the first quarter of 2025, and operating margins in the quarter were 25.6%.

The twelve-month rolling average of orders in the first quarter was up 42% organically. Total backlog at the end of March remained strong and was up 44% over March 2025.

Sales for the Electrical Global segment were a record $1.9 billion, up 21% from the first quarter of 2025. The sales increase consisted of 9% growth in organic sales, 6% growth from acquisitions and 6% growth from foreign exchange. Operating profits were a record $373 million, up 24% over the first quarter of 2025. Operating margins in the quarter were 19.2%, up 60 basis points over the first quarter of 2025.

The twelve-month rolling average of orders in the first quarter was up 13% organically. Total backlog at the end of March was up 73% over March 2025.

On a rolling twelve-month basis, the book-to-bill ratio for the Electrical businesses increased to 1.2.

Aerospace segment sales were a record $1.1 billion, up 16% from the first quarter of 2025. The sales increase consisted of 9% growth in organic sales, 5% growth from acquisitions and 2% growth from foreign exchange. Operating profits were a record $304 million, up 35% over the first quarter of 2025. Operating margins of 26.7% were a record and up 360 basis points over the first quarter of 2025.

The twelve-month rolling average of orders in the first quarter was up 13% organically. Total backlog at the end of March was up 28% over March 2025. On a rolling twelve-month basis, the book-to-bill ratio for the Aerospace segment remained strong at 1.1.

The Mobility segment posted sales of $766 million, down 2% from the first quarter of 2025. Organic sales declined 6%, which was partially offset by 4% from positive currency translation. Operating profits were $89 million, and operating margins in the quarter were 11.7%.

Eaton is an intelligent power management company dedicated to protecting the environment and improving the quality of life for people everywhere. We make products for the data center, utility, industrial, commercial and institutional, machine building, residential, aerospace and mobility markets. We are guided by our commitment to do business right, to operate sustainably and to help our customers manage power ─ today and well into the future. By capitalizing on the global growth trends of electrification and digitalization, we’re helping to solve the world’s most urgent power management challenges and building a more sustainable society for people today and generations to come.

Founded in 1911, Eaton has continuously evolved to meet the changing and expanding needs of our stakeholders. With revenues of $27.4 billion in 2025, the company serves customers in 180 countries. For more information, visit www.eaton.com. Follow us on LinkedIn.

Notice of conference call: Eaton’s conference call to discuss its first quarter results is available to all interested parties today as a live audio webcast at 11 a.m. United States Eastern time at Eaton.com/investor under “Presentations.” This news release can also be accessed on that page. Also available on the website before the call will be a presentation on first quarter results, which will be covered during the call.

Forward-Looking Statements

This news release contains forward-looking statements concerning second quarter and full year 2026 earnings per share, adjusted earnings per share, organic growth and segment margins; impact of acquisitions and portfolio changes on near- and long-term financial results; anticipated multi-year restructuring program charges and savings; and the anticipated separation of the Mobility business. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside the company’s control. The following factors could cause actual results to differ materially from those in the forward-looking statements: the impact of acquisitions, joint ventures, and investments and the integration of acquired entities; disruptions by natural disasters, labor strikes, wars, geopolitical instability and/or conflict, political unrest, terrorist activity, economic upheaval, or public health concerns that impact our production facilities; significant inflation or shortages of raw materials, energy, components, and/or labor, or similar challenges for our customers; reliance on suppliers to provide raw materials, components and services; the development and use of artificial intelligence in our business operations, including potential impacts on compliance with law and our reputation; service interruptions, data corruption, loss or impairment, network security and related operational impacts due to cybersecurity attacks; weather disruptions and regulatory, market and social reactions to such disruptions; our ability to identify, attract, develop, engage and retain qualified employees; our ability to complete the anticipated spin-off of our Mobility business; stock price and end market impacts due to technology disruptions; volatility of end markets; continued successful research, development and marketing of new or improved products; geopolitical, economic or other risks arising from worldwide or regional economic conditions; the global nature of Eaton’s business and exposure to economic and political instability, including war or armed conflict, changes in governmental laws, regulations and policies; changes in countries’ trade policies, including the imposition of sanctions or tariffs; changes in our tax rates or tax laws and regulations applicable to our business; rules, regulations, audits and investigations and related compliance risks associated with being a governmental contractor; our ability to protect our intellectual property; litigation and environmental regulations impacting our business; and the other risk factors discussed in Part I, Item 1A of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and other reports filed by the company with the SEC. The company disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.

Financial Results

The company’s comparative financial results for the three months ended March 31, 2026, are available on the company’s website, http://www.eaton.com.


EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF INCOME

	Three months ended March 31
	Three months ended March 31
(In millions except for per share data)		2026			2025
Net sales	$	7,451		$	6,377

Cost of products sold		4,799			3,930
Selling and administrative expense		1,269			1,048
Research and development expense		211			198
Interest expense – net		106			33
Other income – net		(41	)		(9	)
Income before income taxes		1,107			1,177
Income tax expense		240			212
Net income		868			965
Less net income for noncontrolling interests		(2	)		(1	)
Net income attributable to Eaton ordinary shareholders	$	866		$	964

Net income per share attributable to Eaton ordinary shareholders
Diluted	$	2.22		$	2.45
Basic		2.23			2.46

Weighted-average number of ordinary shares outstanding
Diluted		389.2			393.6
Basic		388.2			392.2

Reconciliation of net income attributable to Eaton ordinary shareholders to adjusted earnings
Net income attributable to Eaton ordinary shareholders	$	866		$	964
Excluding acquisition and divestiture charges, after-tax		87			8
Excluding restructuring program charges, after-tax		30			14
Excluding intangible asset amortization expense, after-tax		111			84
Adjusted earnings	$	1,094		$	1,070

Net income per share attributable to Eaton ordinary shareholders – diluted	$	2.22		$	2.45
Excluding per share impact of acquisition and divestiture charges, after-tax		0.22			0.02
Excluding per share impact of restructuring program charges, after-tax		0.08			0.04
Excluding per share impact of intangible asset amortization expense, after-tax		0.29			0.21
Adjusted earnings per ordinary share	$	2.81		$	2.72

See accompanying notes.

EATON CORPORATION plc
BUSINESS SEGMENT INFORMATION

	Three months ended March 31
	Three months ended March 31
(In millions)		2026			2025
Net sales
Electrical Americas	$	3,600		$	3,010
Electrical Global		1,945			1,610
Aerospace		1,139			979
Mobility		766			779
Total net sales	$	7,451		$	6,377

Segment operating profit
Electrical Americas	$	922		$	904
Electrical Global		373			300
Aerospace		304			226
Mobility		89			91
Total segment operating profit		1,690			1,522

Corporate
Intangible asset amortization expense		(140	)		(106	)
Interest expense – net		(106	)		(33	)
Pension and other postretirement benefits income		4			5
Restructuring program charges		(39	)		(18	)
Other expense – net		(302	)		(193	)
Income before income taxes		1,107			1,177
Income tax expense		240			212
Net income		868			965
Less net income for noncontrolling interests		(2	)		(1	)
Net income attributable to Eaton ordinary shareholders	$	866		$	964

See accompanying notes.


EATON CORPORATION plc
CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)	March 31, 2026		December 31, 2025
Assets
Current assets
Cash	$	565	$	622
Short-term investments		186		181
Accounts receivable – net		6,366		5,387
Inventory		5,146		4,721
Prepaid expenses and other current assets		1,743		1,444
Total current assets		14,005		12,355

Property, plant and equipment – net		4,574		4,316

Other noncurrent assets
Goodwill		21,402		15,769
Other intangible assets		11,259		5,054
Operating lease assets		844		768
Deferred income taxes		585		707
Other assets		2,417		2,281
Total assets	$	55,085	$	41,251

Liabilities and shareholders’ equity
Current liabilities
Short-term debt	$	2,510	$	1
Current portion of long-term debt		84		1,136
Accounts payable		4,910		4,168
Accrued compensation		573		644
Other current liabilities		3,665		3,421
Total current liabilities		11,741		9,370

Noncurrent liabilities
Long-term debt		18,535		8,758
Pension liabilities		670		702
Other postretirement benefits liabilities		160		161
Operating lease liabilities		704		637
Deferred income taxes		1,605		265
Other noncurrent liabilities		1,905		1,889
Total noncurrent liabilities		23,579		12,412

Shareholders’ equity
Eaton shareholders’ equity		19,721		19,425
Noncontrolling interests		44		44
Total equity		19,765		19,469
Total liabilities and equity	$	55,085	$	41,251

See accompanying notes.

EATON CORPORATION plc

NOTES TO THE FIRST QUARTER 2026 EARNINGS RELEASE

Amounts are in millions of dollars unless indicated otherwise (per share data assume dilution). Columns and rows may not add and the sum of components may not equal total amounts reported due to rounding.

Note 1. NON-GAAP FINANCIAL INFORMATION

This earnings release includes certain non-GAAP financial measures. These financial measures include adjusted earnings, adjusted earnings per ordinary share, and free cash flow, each of which differs from the most directly comparable measure calculated in accordance with generally accepted accounting principles (GAAP). A reconciliation of each of these financial measures to the most directly comparable GAAP measure is included in this earnings release. Management believes that these financial measures are useful to investors because they provide additional meaningful financial information that should be considered when assessing our business performance and trends, and they allow investors to more easily compare Eaton Corporation plc’s (Eaton or the Company) financial performance period to period. Management uses this information in monitoring and evaluating the on-going performance of Eaton and each business segment.

The Company’s second quarter and full year net income per ordinary share and adjusted earnings per ordinary share guidance for 2026 is as follows:

	Three months ended June 30, 2026	Year ended December 31, 2026
Net income per share attributable to Eaton ordinary shareholders – diluted	$2.29 – $2.39	$10.88 – $11.33
Excluding per share impact of acquisition and divestiture charges, after tax	0.43	0.97
Excluding per share impact of restructuring program charges, after tax	0.06	0.24
Excluding per share impact of intangible asset amortization expense, after tax	0.22	0.96
Adjusted earnings per ordinary share	$3.00 – $3.10	$13.05 – $13.50

A reconciliation of net income attributable to Eaton ordinary shareholders per share to adjusted earnings per ordinary share is as follows:

	Year ended December 31, 2025
Net income per share attributable to Eaton ordinary shareholders – diluted	$	10.45
Excluding per share impact of acquisition and divestiture charges, after tax		0.37
Excluding per share impact of restructuring program charges, after tax		0.26
Excluding per share impact of intangible asset amortization expense, after tax		0.99
Adjusted earnings per ordinary share	$	12.07

Reconciliations of operating cash flow to free cash flow is as follows:

	Three months ended March 31
(In millions)		2026			2025
Operating cash flow	$	507		$	238
Capital expenditures for property, plant and equipment		(193	)		(147	)
Free cash flow	$	314		$	91

Note 2.BUSINESS SEGMENT INFORMATION

During the first quarter of 2026, Eaton re-segmented certain business segments due to a reorganization of the Company’s businesses. The new segment is Mobility, which includes the legacy Vehicle and eMobility segments. Historical segment information has been recast to reflect this change.

Mobility

The Mobility segment designs, manufactures, markets, and supplies a broad portfolio of mechanical, electrical, and electronic systems that improve emissions, fuel economy, power management, performance, and safety across on‑road and off‑road vehicles. The Mobility segment serves global OEMs and aftermarket customers with solutions spanning internal combustion, hybrid, and electrified powertrains, including transmissions and transmission components, clutches, differentials, hybrid systems, engine valves, fuel and vapor components, as well as high‑voltage inverters and converters, power electronics, circuit protection, vehicle controls, and power distribution systems. The principal markets for the Mobility segment are OEM and aftermarket customers of heavy-, medium-, and light‑duty trucks, SUVs, CUVs, passenger cars, construction, agricultural, material handling, and mining equipment.

Note 3. ACQUISITIONS AND DIVESTITURE OF BUSINESSES

Acquisition of Fibrebond Corporation

On April 1, 2025, Eaton acquired Fibrebond Corporation (Fibrebond) for $1.43 billion, net of cash acquired. Fibrebond is a U.S. based designer and builder of pre-integrated modular power enclosures for data center, industrial, utility and communications customers. Fibrebond is reported within the Electrical Americas business segment.

As part of the acquisition, Eaton assumed $240 million of employee transaction and retention awards. Awards vest in six equal annual installments starting in the second quarter of 2026, subject to continued employment with Eaton. Forfeited employee awards are paid to former Fibrebond shareholders annually. Eaton recognizes compensation expense for the awards over the requisite service period and any employee forfeitures owed to former Fibrebond shareholders are expensed immediately in Other income – net. During the first quarter of 2026, compensation expense of $10 million, $3 million and $1 million were included in Costs of products sold, Selling and administrative expense, and Other income – net, respectively, on the Consolidated Statements of Income.

Acquisition of Resilient Power Systems Inc.

On August 6, 2025, Eaton acquired Resilient Power Systems Inc. (Resilient), a leading North American developer and manufacturer of innovative energy solutions, including solid-state transformer-based technology. Resilient was acquired for $86 million, including $55 million of cash paid at closing and an initial estimate of $31 million for the fair value of contingent future consideration based on 2025 through 2028 revenue performance and achievement of technology-based milestones. The fair value of contingent consideration liabilities is estimated by discounting contingent payments expected to be made, and may increase or decrease based on changes in milestone achievements and discount rates, with a maximum possible undiscounted value of $45 million. As of March 31, 2026, the fair value of the contingent future payments is $32 million. Resilient is reported within the Electrical Americas business segment.

As part of the acquisition, Eaton assumed employee incentives with a maximum payout of $50 million contingent upon achievement of the same revenue performance and technology-based milestones, as well as continued employment with Eaton. The incentives will be paid over three years, starting in 2026 and concluding in 2028. As of March 31, 2026, the Company expects to pay $50 million of employee incentives based on the estimated probability of the milestones being achieved. Compensation expense will be recognized over the requisite service period. During the first quarter of 2026, compensation expense of $11 million was included in Selling and administrative expense on the Consolidated Statements of Income.

Investment in SPAN

On January 15, 2026, Eaton invested $75 million in SPAN for a stake of approximately 7 percent. SPAN is a manufacturer of smart panel and power controls technology to further enable affordable home electrification at scale. Eaton accounts for this nonmarketable investment at cost, less impairment, adjusted for observable price changes. The investment is included in Other assets on the Condensed Consolidated Balance Sheets.

Acquisition of Ultra PCS Limited

On January 23, 2026, Eaton acquired Ultra PCS Limited (Ultra PCS) for $1.53 billion, net of cash acquired. Ultra PCS is headquartered in the U.K. with operations in the U.K. and the U.S. Ultra PCS produces electronic controls, sensing, stores ejection and data processing solutions, enabling mission success for global aerospace customers in the air and on the ground. Ultra PCS is reported within the Aerospace business segment.

The Company incurred $17 million of acquisition related transaction costs during the first quarter of 2026 for Ultra PCS that were included in Selling and administrative expense on the Consolidated Statements of Income.

Acquisition of Boyd Thermal

On March 12, 2026, Eaton acquired Boyd Thermal for $9.55 billion, net of cash acquired. Boyd Thermal is a U.S. based global leader in thermal components, systems, and ruggedized solutions for data center, aerospace and other end-markets. Boyd Thermal employs more than 6,000 people with manufacturing sites across North America, Asia, and Europe. Boyd Thermal is reported within the Electrical Global business segment.

The Company incurred $35 million of acquisition related transaction costs during the first quarter of 2026 for Boyd Thermal that were included in Selling and administrative expense on the Consolidated Statements of Income.

Spin-off of Mobility business

On January 26, 2026, Eaton announced its intention to pursue a spin-off of its Mobility business, which consists of the Mobility business segment, into an independent, publicly traded company. Eaton expects to complete the anticipated spin-off by the end of the first quarter of 2027, subject to customary legal and regulatory requirements and approvals, including final approval of the Company’s Board of Directors and effectiveness of a Form 10 registration statement filed with the Securities and Exchange Commission. The planned spin-off is expected to be completed in a manner that is tax-free to Eaton ordinary shareholders for U.S. federal income tax purposes.

Note 4. ACQUISITION AND DIVESTITURE CHARGES

Eaton incurs integration charges and transaction costs to acquire and integrate businesses, and transaction, separation and other costs to divest and exit businesses. Eaton also recognizes gains and losses on the sale of businesses. A summary of these Corporate items is as follows:

	Three months ended March 31
(In millions except for per share data)		2026		2025
Acquisition integration, divestiture charges and transaction costs	$	109	$	10
Income tax benefit		21		2
Total charges after income taxes	$	87	$	8
Per ordinary share – diluted	$	0.22	$	0.02

Acquisition integration, divestiture charges and transaction costs in 2026 and 2025 are primarily related to the following:

The acquisitions of Fibrebond Corporation, Resilient Power Systems Inc., Ultra PCS Limited, Boyd Thermal, and Exertherm, the anticipated spin-off of the Mobility business, transactions completed prior to 2023, and other charges to acquire and exit businesses.
Employee transaction and retention award compensation expense related to the acquisition of Fibrebond of $14 million in the first quarter of 2026.
Employee incentive compensation expense related to the acquisition of Resilient of $11 million in the first quarter of 2026.

Charges in 2026 and 2025 were included in Cost of products sold, Selling and administrative expense, or Other income – net. In Business Segment Information, the charges were included in Other expense – net.

Note 5. RESTRUCTURING CHARGES

During the first quarter of 2024, Eaton implemented a multi-year restructuring program to accelerate opportunities to optimize its operations and global support structure. These actions will better align the Company’s functions to support anticipated growth and drive greater effectiveness throughout the Company. Since the inception of the program, the Company has incurred charges of $374 million. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $78 million and plant closing and other costs of $24 million, resulting in total estimated charges of $475 million for the entire program. The Company expects mature year benefits of $375 million when the multi-year program is fully implemented.

A summary of restructuring program charges is as follows:

	Three months ended March 31
(In millions except for per share data)		2026		2025
Workforce reductions	$	24	$	13
Plant closing and other		14		6
Total before income taxes		39		18
Income tax benefit		8		4
Total after income taxes	$	30	$	14
Per ordinary share – diluted	$	0.08	$	0.04

Restructuring program charges (income) related to the following segments:

	Three months ended March 31
(In millions)		2026			2025
Electrical Americas	$	1		$	1
Electrical Global		31			14
Aerospace		(1	)		—
Mobility		5			3
Corporate		2			1
Total	$	39		$	18

These restructuring program charges (income) were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other income – net, as appropriate. In Business Segment Information, these restructuring program charges are treated as Corporate items.

Note 6. INTANGIBLE ASSET AMORTIZATION EXPENSE

Intangible asset amortization expense is as follows:

	Three months ended March 31
(In millions except for per share data)		2026		2025
Intangible asset amortization expense	$	140	$	106
Income tax benefit		30		22
Total after income taxes	$	111	$	84
Per ordinary share – diluted	$	0.29	$	0.21

View source version on businesswire.com: https://www.businesswire.com/news/home/20260504450402/en/

Eaton Corporation plc

Jennifer Tolhurst

Media Relations

+1 (440) 523-4006

[email protected]

Yan Jin

Investor Relations

+1 (440) 523-7558

KEYWORDS: Ohio Europe Ireland United States North America

INDUSTRY KEYWORDS: Automotive Manufacturing Green Technology Aerospace Manufacturing Vehicle Technology Environment Batteries Automotive EV/Electric Vehicles Artificial Intelligence Hardware Electronic Design Automation Technology Other Energy Utilities Alternative Energy Energy Engineering

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May 5, 2026 6:33 am

KKR Closes Acquisition of Arctos Partners

KKR Closes Acquisition of Arctos Partners

Arctos will be part of KKR Solutions, a new investing business within KKR

NEW YORK–(BUSINESS WIRE)–
KKR & Co. Inc., a leading global investment firm, today announced that it has closed its previously announced acquisition of Arctos Partners (“Arctos”), a premier institutional investor in professional sports franchise stakes globally and a leader in asset management solutions for sponsors. The transaction has received the specified sports league approvals required for closing.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260504956768/en/

Founded by Ian Charles and Doc O’Connor in 2019 and headquartered in Dallas, Texas, Arctos has the largest institutional portfolio of professional sports franchises and is a recognized innovator in providing strategic capital to asset management firms through structured solutions. The firm manages approximately $16 billion in assets under management and provides bespoke growth and liquidity solutions to sports franchises (“Arctos Sports”) and alternative asset managers (“Arctos Keystone” or “GP Solutions”).

“We are thrilled to welcome Arctos to KKR,” said Joe Bae and Scott Nuttall, Co-Chief Executive Officers of KKR. “Our firms have strong cultural alignment and shared entrepreneurial roots. Ian and Doc have built a highly distinctive market leading platform, and we look forward to partnering with them and their team to support the continued growth of the business and further strengthen KKR’s sourcing and origination capabilities.”

As a result of the transaction, Ian Charles, Doc O’Connor and the rest of Arctos have become part of KKR Solutions, a new investing business within KKR that is led by Ian Charles. KKR Solutions includes Arctos’ Sports and Keystone businesses and will serve as the home of a scaled multi-asset class secondaries business KKR will build over time.

“This transaction is a milestone for Arctos and our partners, representing the strength of our strategy and KKR’s belief in our team,” said Arctos’ Managing Partners Ian Charles and Doc O’Connor. “With KKR’s deep expertise and global platform, we are well positioned to accelerate our mission of building a differentiated investment platform that delivers innovative, tailored capital solutions to sports franchises and alternative asset managers, while expanding our impact across the industries we serve.”

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.

About Arctos

Arctos is an investment firm designed to catalyze growth and unlock value in complex, illiquid, and underserved markets. Founded in 2019, the firm’s investment businesses span capital solutions for alternative asset managers (Arctos Keystone) and premier sports franchises (Arctos Sports), delivering bespoke capital solutions, differentiated insights, and purpose-built operating capabilities to industry leaders in both markets. The firm’s innovative approach is anchored by its quantitative research and data science platform, Arctos Insights. Arctos has a team of more than 75 investment and operational professionals with expertise across industries, geographies, and economic cycles. The firm is headquartered in Dallas, with office locations in New York, Boston, and London. For more information, visit www.arctospartners.com or Arctos’ company page on LinkedIn.

Forward Looking Statements

This press release contains certain forward-looking statements pertaining to KKR, including with respect to Arctos. Forward-looking statements relate to expectations, beliefs, future plans and strategies, anticipated events and similar expressions concerning matters that are not historical facts and which can change as a result of many possible events or factors, not all of which are known to KKR or within its control, and, as a result, may vary materially. Information about factors affecting KKR, including a description of risks that should be considered when making a decision to purchase or sell any securities of KKR, can be found in KKR & Co. Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, and its other filings with the SEC, which are available at www.sec.gov.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260504956768/en/

Investors

Craig Larson

1-877-610-4910 (U.S.) / 212-230-9410

[email protected]

KKR Media

Kristi Huller

[email protected]

Arctos Media

Prosek Partners

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Asset Management Professional Services Finance

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