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Atlanticus Reports Second Quarter 2026 Financial Results

Second Quarter Earnings of $2.50 Per Diluted Common Share Resulting from Continued Strong Asset Level Performance and Acquisition Integration

ATLANTA, Aug. 06, 2026 (GLOBE NEWSWIRE) — Atlanticus Holdings Corporation (NASDAQ: ATLC) (Atlanticus, the Company, we, our or us), a financial technology company that enables its bank, retail and healthcare partners to offer more inclusive financial services to millions of Everyday Americans, today announced its financial results for the second quarter ended June 30, 2026. An accompanying earnings presentation is available in the Investors section of the Company’s website at www.atlanticus.com or by clicking here.

Financial and Operating Highlights


Second Quarter 2026 Highlights (all comparisons to the Second Quarter 2025, unless otherwise indicated)

  • Record net income attributable to common shareholders of $47.4 million, an increase of 67.2%, or $2.50 per diluted common share
  • Total operating revenue and other income increased 89.0% to a record $744.3 million
  • Managed receivables1 increased 126.2% to $6.9 billion
  • Return on average equity of 28.1%2
  • Purchase volume of $1,756.6 million
  • Total accounts served in excess of 6.3 million3
  • Record new customers served of over 790,000 added in the second quarter 2026


1) Managed receivables is a non-GAAP financial measure and excludes the results of our Auto Finance receivables. See Calculation of Non-GAAP Financial Measures for important additional information.



2) Return on average equity is calculated using Net income attributable to common shareholders as the numerator and the average of Total shareholders’ equity attributable to Atlanticus Holdings Corporation as of June 30, 2026 and March 31, 2026 as the denominator, annualized.



3 ) In our calculation of total accounts served, we include all accounts with account activity and accounts that have open lines of credit at the end of the referenced period.

Management Commentary

Jeff Howard, President and Chief Executive Officer of Atlanticus stated, ”This month marks the 30th anniversary of the founding of our company. Over our 30 year history, we have funded over $53 billion in receivables, raised over $20 billion in capital, and weathered numerous economic cycles, regulatory changes, and competitive pressures. Most importantly, we have served over 23 million consumers and played a vital role in meeting their families’ daily financial needs, often at times when others would not. We are proud of the role we have played for three decades in Empowering Better Financial Outcomes for millions of Everyday Americans.

This quarter also produced several financial milestones as we established records for new customers served of over 790,000, record total customers served of over 6.3 million, record revenue of $744.3 million, and record profits with net income of $47.4 million, or $2.50 per diluted common share. Managed receivables grew 126.2% year-over-year to just under $7 billion. Excluding the Mercury acquisition, managed receivables grew 26.2%, with contributions to growth coming from both our retail credit and legacy general purpose lines of business equally.

Finally, we once again exceeded our return on capital target, achieving a return on average equity of 28.1%. This is a direct result of our team’s dedicated focus on unit level profitability, the growing contribution of the Mercury portfolio acquisition and related synergy realization, and the ongoing benefits of our scale.

Over our 30 year history our business has changed in many ways. But our culture of collective success and our commitment to our purpose have never wavered. It is our team, built on our aggregated experiences, that makes Atlanticus an industry leader. This team, combined with industry leading products, technology, and scale, have Atlanticus better positioned than at any other time in our history.”

Financial Results For the
Three Months Ended June 30, 		       

(Dollars in thousands, except per share data)
 		2026   2025   %
Change
           
Total operating revenue and other income $744,314   $393,820   89.0%
Other non-operating income 9   343   nm
Total revenue and other income 744,323   394,163   88.8%
Interest expense (123,431)   (53,684)   129.9%
Provision for credit losses (1,038)   (1,382)   nm
Changes in fair value of loans (396,280)   (216,777)   82.8%
Net margin $223,574   $122,320   82.8%
           
Total operating expenses ($157,567)   ($82,174)   91.7%
           
Net income $49,721   $30,290   64.1%
           
Net income attributable to controlling interests $49,719   $30,573   62.6%
Preferred stock and preferred unit dividends and discount accretion (2,308)   (2,222)   nm
Net income attributable to common shareholders $47,411   $28,351   67.2%
           
Net income attributable to common shareholders per common share—basic $3.13   $1.87   67.4%
           
Net income attributable to common shareholders per common share—diluted $2.50   $1.51   65.6%
           


*nm = not meaningful

Managed Receivables

Managed receivables increased 126.2% to $6.9 billion, including $3.0 billion in receivables associated with our Mercury brand. Excluding receivables associated with Mercury, managed receivables grew by over $798 million from June 30, 2025 (an increase of 26.2%) driven by growth in both general purpose credit card and private label credit products offered by our bank partners. Total accounts served increased 57.8% to 6.3 million (inclusive of 1.2 million accounts served associated with our Mercury brand). The increased purchases of receivables arising in accounts issued by our bank partners to customers of our existing retail partners helped grow our private label credit receivables by $387.1 million in the twelve months ended June 30, 2026. Our general purpose credit card receivables grew by $3.5 billion during the twelve months ended June 30, 2026, including $3.0 billion of credit card receivables (as of June 30, 2026) associated with our acquisition of Mercury. Absent our Mercury transaction, our general purpose credit card receivables grew 27.0%. We continue to see growth in our private label products. We currently expect continued, but more modest, period-over-period quarterly growth in both our general purpose credit card receivables and retail receivables. This results from expected modest seasonal declines in purchases associated with a key retail partner, and anticipated temporary declines in the Mercury portfolio related to product, policy and pricing changes we implemented following the acquisition.

Total Operating Revenue and Other Income

Total operating revenue and other income consists of 1) interest income, finance charges and late fees on consumer loans, 2) other revenues associated with credit products, including annual and merchant fees and 3) interchange and servicing income on loan portfolios and other customer related fees. 

We are currently experiencing continued period-over-period increases in private label credit and general purpose credit card receivables. Growth in these receivables includes general purpose credit card receivables associated with our acquisition, which accounted for $3.0 billion in receivables as of June 30, 2026. Growth in our general purpose credit card receivables is expected to continue throughout 2026 (offset marginally by run-off on our acquired Mercury portfolio) and to outpace growth in our private label credit receivables as we continue to expand our marketing efforts. We currently expect our private label credit receivable balance to modestly increase in 2026 as volumes of receivables acquisitions for which we have limited loss exposure due to agreements with retail partners, are expected to slow, offsetting general growth from other retail partners. 

During the quarter ended June 30, 2026, total operating revenue and other income increased 89.0% to $744.3 million. This increase was primarily due to our acquisition of Mercury, which contributed $239.9 million to Total operating revenue and other income in the period. Adding to this was quarterly growth in both new credit card and private label customers serviced, the total accounts of which increased over 1,000,000 for the quarter ended June 30, 2026 (excluding those serviced accounts added as part of our acquisition of Mercury) compared to the same period in 2025. As part of our acquisition of Mercury, we continue to enact a number of product, policy and pricing changes on the acquired portfolio of general purpose credit card receivables. These changes are expected to result in meaningful additions to our Total operating revenue and other income in 2026 and beyond, although certain of the changes will take several quarters to be fully realized.

Interest Expense

Interest expense was $123.4 million for the quarter ended June 30, 2026, compared to $53.7 million for the quarter ended June 30, 2025. The higher expenses were primarily driven by increases in outstanding debt, in proportion to growth in our receivables, coupled with increases in the cost of borrowing.

Outstanding notes payable, net of unamortized debt issuance costs and discounts, associated with our private label credit and general purpose credit card platform (including those associated with the Mercury acquisition) increased to $5,553.6 million as of June 30, 2026, from $2,431.0 million as of June 30, 2025. This growth, period over period, included notes payable associated with our Mercury acquisition of $2,711.4 million as of June 30, 2026. Interest expense increased $69.7 million for the quarter ended June 30, 2026, when compared to the quarter ended June 30, 2025. The majority of this increase in interest expense relates to the addition of notes payable associated with the Mercury transaction with the remainder largely due to the addition of multiple credit facilities associated with growth in our card and loan receivables, coupled with the issuances of $400.0 million aggregate principal amount of 9.750% Senior Notes due 2030. We anticipate additional debt financing over the next few quarters as we continue to grow our receivables. As such, and when coupled with the interest expense associated with the acquired Mercury debt facilities, we expect our quarterly interest expense to increase compared to prior periods throughout 2026.

Changes in Fair Value of Loans

Changes in fair value of loans increased to $(396.3) million for the quarter ended June 30, 2026 compared to $(216.8) million for the quarter ended June 30, 2025. This increase was largely driven by increased losses in our Changes in fair value of loans due to charge-offs (net of recoveries) associated with a much larger receivable base. These charge-offs were offset somewhat by favorable assumption changes for the second quarter of 2026 which were largely due to general improvements in customers served added as well as increased valuation associated with our acquired Mercury portfolio. Additionally offsetting these losses was a $5.5 million gain related to a reduction in the fair value of contingent consideration and other purchase price adjustments associated with our acquisition of Mercury. Receivables acquired as part of our acquisition of Mercury were initially valued at a lower fair value than our existing portfolio of credit card receivables (as a percentage of the gross outstanding receivable). We have been enacting a number of product, policy and pricing changes on the Mercury portfolio of general purpose credit card receivables. As these changes are implemented, we have seen, and expect to continue to see, improvement in the fair value of these receivables.

We include asset performance degradation in our forecasts to reflect both changes in assumed asset level economics and the possibility of delinquency rates increasing in the near term (and the corresponding increase in charge-offs and decrease in payments) above the level that current trends would suggest.

Total Operating Expenses

Total operating expenses increased 91.7% in the quarter when compared to the same period in 2025, driven primarily, in all expense categories, by our acquisition of Mercury. Additional increases were noted due to increased marketing and solicitation costs associated with assisting our bank partners acquire new customers and variable servicing costs associated with growth in our receivables. We also experienced growth in the number of employees and related compensation expenses. Certain other expenditures related to occupancy and other third-party expenses, which are largely fixed in nature, also contributed to the increase for the quarter as compared to the second quarter of 2025.

We expect some continued increase in year over year salaries and benefits in 2026 compared to corresponding periods in 2025 resulting from the acquisition of Mercury and its associated employee base.

As many of our expenses associated with our card and loan servicing efforts are now variable based on the amount of underlying receivables, we would expect certain expenses to continue to grow in 2026 commensurate with planned growth in our receivables balances. These expenses will primarily relate to the variable costs card and loan servicing expenses associated with new receivable acquisitions.

In addition, as we continue to adjust our underwriting standards to reflect changes in fee and finance assumptions on new receivables, and allow for overall increases in the cost to successfully market to consumers, we expect period over period marketing costs for 2026 to increase relative to those experienced in 2025. The frequency and timing of increased marketing efforts could vary and are dependent on macroeconomic factors, response rates and approval rates.

Net Income Attributable to Common Shareholders

Net income attributable to common shareholders increased 67.2% to $47.4 million, or $2.50 per diluted share for the quarter ended June 30, 2026.

Share Repurchases

We repurchased and retired 996 shares of our common stock in the quarter ended June 30, 2026.

About Atlanticus Holdings Corporation

Empowering Better Financial Outcomes for Everyday Americans

Atlanticus Holdings Corporation empowers better financial outcomes for Everyday Americans by enabling bank, retail, healthcare, and automotive partners to offer more inclusive financial solutions to consumers. Leveraging proprietary technology and advanced analytics, Atlanticus applies more than 30 years of operating experience, servicing over 23 million customers and more than $53 billion in consumer loans, to support lenders across a broad range of consumer credit products. These offerings span retail and healthcare private-label credit and general purpose credit cards, through an omnichannel platform, including strategic partnerships. Additionally, through its Auto Finance subsidiary, Atlanticus helps address the specific needs of automotive dealerships and non-prime automotive finance organizations with a range of financing and service programs.

Atlanticus is guided by the principles of responsible lending, smart innovation, and expanding access to credit for consumers working toward a stronger financial future.
Forward-Looking Statements

This press release contains forward-looking statements
that reflect the Company’s current views with respect to, among other things, expectations for the benefits of the acquisition of Mercury, including expected synergies and future financial and operating results; the Company’s plans, objectives, expectations and intentions for Mercury including the product, policy and pricing changes to the acquired portfolio and the timing and results related thereto; long-term growth plans and opportunities; operations; financial performance; amount and pace of growth of managed receivables; mix of receivables; fair value of receivables; debt financing; interest expense; operating expense; and marketing efforts. You generally can identify these statements by the use of words such as outlook, potential, continue, may, seek, approximately, predict, believe, expect, plan, intend, estimate or anticipate and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as will, should, would, likely and could. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. These risks and uncertainties include those risks described in the Company’s filings with the Securities and Exchange Commission and include, but are not limited to, risks related to the integration of the Mercury business and the management of the Mercury portfolio; bank partners; merchant partners; consumers; loan demand; the capital markets; labor availability; supply chains and the economy in general; the Company’s ability to retain existing, and attract new, merchant partners and funding sources; changes in market interest rates; increases in loan delinquencies; its ability to operate successfully in a highly regulated industry; the outcome of litigation and regulatory matters; the effect of management changes; cyberattacks and security vulnerabilities in its products and services; and the Company’s ability to compete successfully in highly competitive markets. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, the Company disclaims any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.

Contact:
Investor Relations
[email protected]
Dan Mauch, [email protected]
Sara Savarino, s[email protected]

 
Atlanticus Holdings Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)

(Dollars in thousands)
  June 30,   December 31,
    2026       2025  
Assets      
Cash and cash equivalents (including $225.8 million and $209.6 million associated with variable interest entities at June 30, 2026 and December 31, 2025, respectively) $ 555,215     $ 621,093  
Restricted cash and cash equivalents (including $51.2 million and $117.6 million associated with variable interest entities at June 30, 2026 and December 31, 2025, respectively)   89,965       146,314  
Loans at fair value (including $6,466.1 million and $6,522.9 million associated with variable interest entities at June 30, 2026 and December 31, 2025, respectively)   6,658,748       6,647,882  
Loans at amortized cost, net (including $3.7 million and $4.1 million of allowance for credit losses at June 30, 2026 and December 31, 2025, respectively; and $18.2 million and $20.1 million of deferred revenue at June 30, 2026 and December 31, 2025, respectively)   77,731       82,884  
Property at cost, net of depreciation   10,867       12,589  
Intangible assets   25,130       30,268  
Operating lease right-of-use assets   13,886       15,104  
Prepaid expenses and other assets, net   60,228       66,954  
Total assets $ 7,491,770     $ 7,623,088  
       
Liabilities      
Accounts payable and accrued expenses $ 275,313     $ 284,514  
Operating lease liabilities   23,568       25,283  
Notes payable, net (including $5,554.0 million and $5,739.1 million associated with variable interest entities at June 30, 2026 and December 31, 2025, respectively)   5,578,882       5,818,761  
Senior notes, net   692,117       698,562  
Income tax liability   184,414       152,138  
Total liabilities   6,754,294       6,979,258  
       
Commitments and contingencies      
Preferred stock, no par value, 10,000,000 shares authorized:    
Series A preferred stock, 400,000 shares issued and outstanding (liquidation preference – $40.0 million) at June 30, 2026 and December 31, 2025 (1)   40,000       40,000  
Commitments and contingencies (Note 10)   –       –  
       
Shareholders’ Equity      
Series B preferred stock, no par value, 3,584,646 shares issued and outstanding at June 30, 2026 (liquidation preference – $89.6 million); 3,584,131 shares issued and outstanding at December 31, 2025 (liquidation preference – $89.6 million) (1)   –       –  
Common stock, no par value, 150,000,000 shares authorized: 15,170,081 and 14,922,462 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively   –       –  
Paid-in capital   106,177       102,276  
Retained earnings   595,702       506,424  
Total shareholders’ equity attributable to Atlanticus Holdings Corporation   701,879       608,700  
Noncontrolling interests   (4,403 )     (4,870 )
Total equity   697,476       603,830  
Total liabilities, shareholders’ equity and temporary equity $ 7,491,770     $ 7,623,088  
       

(1) Both the Series A preferred stock and the Series B preferred stock have no par value and are part of the same aggregate 10,000,000 shares authorized.

 
Atlanticus Holdings Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)

(Dollars in thousands, except per share data)
 
    For the Three Months Ended   For the Six Months Ended
    June 30,   June 30,
      2026       2025       2026       2025  
Revenue and other income:                
Consumer loans, including past due fees   $ 545,086     $ 276,350     $ 1,074,531     $ 524,005  
Fees and related income on earning assets     150,878       94,285       261,307       172,626  
Other revenue     48,350       23,185       88,010       42,062  
Total operating revenue and other income     744,314       393,820       1,423,848       738,693  
Other non-operating income     9       343       64       636  
Total revenue and other income     744,323       394,163       1,423,912       739,329  
                 
Interest expense     (123,431 )     (53,684 )     (246,192 )     (101,214 )
Provision for credit losses     (1,038 )     (1,382 )     (2,638 )     (2,450 )
Changes in fair value of loans     (396,280 )     (216,777 )     (761,804 )     (395,122 )
Net margin     223,574       122,320       413,278       240,543  
                 
Operating expenses:                
Salaries and benefits     (27,250 )     (13,381 )     (55,896 )     (28,884 )
Card and loan servicing     (57,863 )     (34,085 )     (102,781 )     (66,237 )
Marketing and solicitation     (48,130 )     (24,949 )     (84,603 )     (45,283 )
Depreciation and amortization     (3,592 )     (885 )     (7,178 )     (1,682 )
Other     (20,732 )     (8,874 )     (37,965 )     (17,443 )
Total operating expenses     (157,567 )     (82,174 )     (288,423 )     (159,529 )
Income before income taxes     66,007       40,146       124,855       81,014  
Income tax expense     (16,286 )     (9,856 )     (30,557 )     (19,602 )
Net income     49,721       30,290       94,298       61,412  
Net (loss) income attributable to noncontrolling interests   (2 )     283       (404 )     681  
Net income attributable to controlling interests     49,719       30,573       93,894       62,093  
Preferred stock and preferred unit dividends and discount accretion   (2,308 )     (2,222 )     (4,616 )     (5,796 )
Net income attributable to common shareholders $ 47,411     $ 28,351     $ 89,278     $ 56,297  
                 
Net income attributable to common shareholders per common share—basic $ 3.13     $ 1.87     $ 5.93     $ 3.72  
Net income attributable to common shareholders per common share—diluted $ 2.50     $ 1.51     $ 4.74     $ 3.00  
                               

 Additional Information

Additional trends and data with respect to our private label credit and general purpose credit card receivables can be found in our latest Form 10-Q filing with the Securities and Exchange Commission under Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Calculation of Non-GAAP Financial Measures

This press release presents information about managed receivables, which is a non-GAAP financial measure provided as a supplement to the results provided in accordance with accounting principles generally accepted in the United States of America (GAAP). In addition to financial measures presented in accordance with GAAP, we present managed receivables, total managed yield, combined principal net charge-offs, and fair value to total managed receivables ratio, all of which are non-GAAP financial measures. These non-GAAP financial measures aid in the evaluation of the performance of our credit portfolios, including our risk management, servicing and collection activities and our valuation of purchased receivables. The credit performance of our managed receivables provides information concerning the quality of loan originations and the related credit risks inherent with the portfolios. Management relies heavily upon financial data and results prepared on the managed basis in order to manage our business, make planning decisions, evaluate our performance and allocate resources.

These non-GAAP financial measures are presented for supplemental informational purposes only. These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, GAAP financial measures. These non-GAAP financial measures may differ from the non-GAAP financial measures used by other companies. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures or the calculation of the non-GAAP financial measures are provided below for each of the fiscal periods indicated.

Additionally, we calculate average managed receivables based on the quarter-end balances.

The comparison of non-GAAP managed receivables to our GAAP financial statements requires an understanding that managed receivables reflect the face value of loans, interest and fees receivable without any consideration for potential loan losses or other adjustments to reflect fair value.

A reconciliation of Loans at fair value to Total managed receivables is as follows:

  At or for the Three Months Ended
  2026 2025 2024
(in Millions) Jun. 30 Mar. 31 Dec. 31 Sep. 30 Jun. 30 Mar. 31 Dec. 31 Sep. 30
                 
Loans at fair value $6,658.7 $6,452.1 $6,647.9 $6,350.0 $3,004.7 $2,668.5 $2,630.3 $2,511.6
Fair value mark against receivable (1) 232.5 272.8 305.5 250.1 41.8 37.8 94.5 142.5
Total managed receivables (2) $6,891.2 $6,724.9 $6,953.4 $6,600.1 $3,046.5 $2,706.3 $2,724.8 $2,654.1
                 
Fair value to Total managed receivables ratio (3) 96.6% 95.9% 95.6% 96.2% 98.6% 98.6% 96.5% 94.6%
                 

(1) The fair value mark against receivables reflects the difference between the face value of a receivable and the
net present value of the expected cash flows associated with that receivable.
(2) Total managed receivables are equal to the aggregate unpaid gross balance of loans at fair value.
(3) The Fair value to Total managed receivable ratio is calculated using Loans at fair value as the numerator, and Total managed receivables,
as the denominator.

A reconciliation of our operating revenues and other income, net of finance and fee charge-offs, to comparable amounts used in our calculation of Total managed yield is as follows:

  At or for the Three Months Ended
  2026 2025 2024
(in Millions) Jun. 30 Mar. 31 Dec. 31 Sep. 30 Jun. 30 Mar. 31 Dec. 31 Sep. 30
Consumer loans, including past due fees $535.5 $519.9 $528.7 $331.7 $267.2 $238.5 $242.1 $245.3
Fees and related income on earning assets 150.5 110.1 155.8 122.5 94.3 78.3 83.8 78.5
Other revenue 48.2 39.4 39.5 30.4 23.0 18.7 17.5 16.8
Total operating revenue and other income – CaaS Segment 734.2 669.4 724.0 484.6 384.5 335.5 343.4 340.6
Adjustments due to acceleration of
merchant fee discount amortization under fair value accounting		 (13.4) 9.6 (6.1) (16.0) (26.6) 0.1 0.7 (15.1)
Adjustments due to acceleration of
annual fees recognition under fair value accounting		 (7.1) 9.6 (8.3) (24.4) (8.8) (4.2) (10.5) (8.0)
Removal of finance charge-offs (131.4) (114.7) (114.1) (78.8) (68.2) (70.0) (64.9) (60.6)
Total managed yield $582.3 $573.9 $595.5 $365.4 $280.9 $261.4 $268.7 $256.9
                 

The calculation of Combined principal net charge-offs is as

  At or for the Three Months Ended
  2026 2025 2024
(in Millions) Jun. 30 Mar. 31 Dec. 31 Sep. 30 Jun. 30 Mar. 31 Dec. 31 Sep. 30
Charge-offs on loans at fair value $433.3 $406.4 $377.9 $231.8 $211.8 $233.5 $213.1 $201.5
Finance charge-offs (1) (131.4) (114.7) (114.1) (78.8) (68.2) (70.0) (64.9) (60.6)
Combined principal net charge-offs $301.9 $291.7 $263.8 $153.0 $143.6 $163.5 $148.2 $140.9
                 

(1) Finance charge-offs are included as a component of our Changes in fair value of loans in the consolidated statements of income.



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HP Inc. to Announce Third Quarter Fiscal 2026 Earnings on August 26, 2026 and to Attend Upcoming Investor Conferences

PALO ALTO, Calif., Aug. 06, 2026 (GLOBE NEWSWIRE) — HP Inc. (NYSE: HPQ) will present a live audio webcast of a conference call to review financial results for the third fiscal quarter ended July 31, 2026 on Wednesday, August 26, 2026 at 5:30 p.m. ET / 2:30 p.m. PT.

The webcast will be available at https://investor.hp.com/.

A replay of the audio webcast will be available at the same website shortly after the call and will remain available for approximately one year.

HP is also announcing their attendance at the following investor conferences:

  • Goldman Sachs Communacopia + Technology Conference 2026

Tuesday, September 8, 2026 – San Francisco, CA

With Karen Parkhill, Chief Financial Officer, including a fireside chat at 1:05pm PT / 4:05pm ET

A live webcast and replay of the presentation will be available at https://investor.hp.com/.

  • Citi’s 2026 Global TMT Conference

Wednesday, September 9, 2026 – New York, NY

With Alok Juyal, Global Treasurer and Head of Investor Relations

  • J.P. Morgan Rising Tech Leaders Forum 2026

Thursday, September 10, 2026 – New York, NY

With Ketan Patel, President of Personal Systems

About HP Inc.

HP Inc. (NYSE:HPQ) is a global technology leader redefining the Future of Work. Operating in more than 180 countries, HP delivers innovative and AI-powered devices, software, services and subscriptions that drive business growth and professional fulfillment. For more information, please visit: http://www.hp.com.

HP Inc. Media Relations
[email protected]
www.hp.com/go/newsroom		 HP Inc. Investor Relations
[email protected]



©Copyright 2026 HP Development Company, L.P. The information contained herein is subject to change without notice. The only warranties for HP products and services are set forth in the express warranty statements accompanying such products and services. Nothing herein should be construed as constituting an additional warranty. HP shall not be liable for technical or editorial errors or omissions contained herein.



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CareTrust Announces $291 Million of Recent Investments; $1.5 Billion Investments Year-To-Date; Reloaded Pipeline

CareTrust Announces $291 Million of Recent Investments; $1.5 Billion Investments Year-To-Date; Reloaded Pipeline

DANA POINT, Calif.–(BUSINESS WIRE)–
CareTrust REIT, Inc. (NYSE:CTRE) (“CareTrust” or the “Company”) announced today the recent closing of two transactions totaling $291 million of investments encompassing a 16-property care home portfolio in the UK and two senior housing communities in the US.

On August 1, 2026, CareTrust acquired two off-market Utah senior housing communities comprising 212 assisted living and memory care units for approximately $65 million, inclusive of transaction costs. The communities will be part of CareTrust’s senior housing operating portfolio and managed by an existing operator relationship with a presence in the area. Tri Tran, CareTrust’s SVP of Investments, said, “These communities are quality assets with an excellent reputation in a market we know well. Opened within the past ten years, these communities have a lot of potential to deliver long-term top- and bottom-line results through continued strong performance.”

Also in early August, CareTrust acquired a portfolio of 16 care homes across England and Scotland for an initial investment of approximately $226 million, inclusive of transaction costs. The portfolio is operated under a long-term lease to an experienced management team with a track record of successful care home operations. “This was a complicated deal to get across the line, and closing it speaks to the discipline and solutions-oriented approach of our team. It further expands our rapidly growing UK footprint and reflects how we’re sourcing and executing quality opportunities in the region,” said James Callister, CareTrust’s Chief Investment Officer.

The Company also announced it closed on a mix of other investments so far in the third quarter 2026, including a relationship-based loan to an existing CareTrust operator secured by a California senior housing and skilled nursing campus and one additional triple-net leased UK care home.

With these transactions, CareTrust’s third quarter investments so far total approximately $308 million at a blended stabilized yield of approximately 7.8%, bringing total 2026 investment activity to approximately $1.5 billion at a blended stabilized yield of approximately 8.7%.

CareTrust also reported that its reloaded investment pipeline sits at $540 million of near-term, actionable opportunities, comprised of roughly two-thirds skilled nursing acquisitions and the remainder a combination of UK care homes and strategic loans secured by skilled nursing facilities. Not included in the quoted pipeline are larger portfolio opportunities the Company continues to evaluate.

“The two transactions highlighted here showcase why our strategic expansion last year into the UK care home market and adding a SHOP platform were so transformative for CareTrust,” said Dave Sedgwick, CareTrust’s Chief Executive Officer. “With approximately $1.5 billion invested year to date and a reloaded pipeline of approximately $540 million, we’re excited to see momentum building across all three engines of growth.”

For additional information regarding CareTrust’s second quarter 2026 financial results, please see the Company’s earnings press release issued this afternoon.

About CareTrust™

CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition, development and leasing of skilled nursing, seniors housing and other healthcare-related properties. With a portfolio of long-term net-leased properties spanning the United States and United Kingdom, and a growing portfolio of quality operators leasing them, CareTrust is pursuing both external and organic growth opportunities across the US and internationally. More information about CareTrust REIT is available at www.caretrustreit.com.

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

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the Company’s intent, belief or expectations, including, but not limited to, statements regarding the following: future financial and financing plans; strategies related to the Company’s business and its portfolio, including acquisition and investment opportunities; growth prospects; operating and financial performance; stabilized yields; pipeline figures; and the performance of the Company’s tenants, operators and borrowers. The Company’s forward-looking statements are based on management’s current expectations and beliefs, and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. The Company expressly disclaims any obligation to update or revise any information in this press release, including forward-looking statements, whether to reflect any change in the Company’s expectations, any change in events, conditions or circumstances, or otherwise.

IR Contact

CareTrust REIT, Inc.

(949) 542-3130

[email protected]

KEYWORDS: California Utah Europe United States United Kingdom North America

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

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MSC INCOME FUND ANNOUNCES SECOND QUARTER 2026 RESULTS

PR Newswire


Second Quarter 2026 Net Investment Income of $0.26 Per Share


Second Quarter 2026 Adjusted Net Investment Income



(1)



of $0.33 Per Share


Second Quarter 2026 Adjusted Net Investment Income Before Taxes



(2)



of $0.36 Per Share


Net Asset Value of $16.51 Per Share

HOUSTON, Aug. 6, 2026 /PRNewswire/ — MSC Income Fund, Inc. (NYSE: MSIF) (“MSC Income” or the “Fund”) is pleased to announce its financial results for the second quarter ended June 30, 2026.


Second Quarter 2026 Highlights

  • Net investment income (“NII”) of $12.0 million, or $0.26 per share
  • Adjusted net investment income (“ANII”)(1) of $14.9 million, or $0.33 per share
  • ANII before taxes(2) of $16.3 million, or $0.36 per share
  • Total investment income of $35.7 million
  • Net increase in net assets resulting from operations of $29.3 million, or $0.65 per share
  • Return on equity(4) of 15.9% on an annualized basis for the quarter and 13.5% for the trailing twelve-month period ended June 30, 2026
  • Net asset value of $16.51 per share as of June 30, 2026, representing an increase of $0.64 per share, or 4.0%, compared to $15.87 per share as of March 31, 2026 and $0.66 per share, or 4.2%, compared to $15.85 per share as of December 31, 2025
  • Announced a change to the Fund’s regular dividend payment frequency from quarterly to monthly, beginning in July 2026, and declared regular monthly dividends totaling $0.33 per share for the third quarter of 2026, or $0.11 per share for each of July, August and September 2026
  • Declared a supplemental dividend of $0.03 per share, payable in September 2026, resulting in total dividends declared in the second quarter of 2026 of $0.36 per share
  • Completed $62.2 million in total private loan portfolio investments, which after aggregate repayments, return of invested equity capital and a decrease in cost basis due to a realized loss resulted in a net increase of $9.7 million in the total cost basis of the private loan investment portfolio
  • Completed $13.1 million in total lower middle market (“LMM”) portfolio follow-on investments, which after aggregate repayments and return of invested equity capital resulted in a net decrease of $2.2 million in the total cost basis of the LMM investment portfolio
  • Realized a gain of $11.6 million on the exit of investments in Centre Technologies Holdings, LLC, a LMM portfolio company

In commenting on the Fund’s operating results for the second quarter of 2026, Dwayne L. Hyzak, MSC Income’s Chief Executive Officer, stated, “We are pleased with the Fund’s performance in the second quarter, which resulted in an annualized return on equity of 15.9%. The positive results included significant net fair value appreciation of the Fund’s investment portfolio, including net fair value appreciation of both the private loan and lower middle market investment portfolios and including the benefit of a material realized gain in the Fund’s lower middle market investment portfolio. Based upon the quality of the Fund’s existing investment portfolio, together with the favorable liquidity position and the current investment pipeline, we remain excited about our future expectations for the Fund.”


Second Quarter 2026 Operating Results

The following table provides a summary of the Fund’s operating results for the second quarter of 2026:


Three Months Ended June 30,


2026


2025


Change


Change (%)


(dollars in thousands, except per share amounts)

Interest income

$    30,040

$    29,349

$         691

2 %

Dividend income

3,829

4,956

(1,127)

(23) %

Fee income

1,831

1,338

493

37 %

Total investment income

$    35,700

$    35,643

$           57

— %

Net investment income

$    11,999

$    16,307

$     (4,308)

(26) %

Net investment income per share

$        0.26

$        0.35

$       (0.09)

(26) %

Adjusted net investment income (1)

$    14,948

$    16,307

$     (1,359)

(8) %

Adjusted net investment income per share (1)

$        0.33

$        0.35

$       (0.02)

(6) %

Adjusted net investment income before taxes (2)

$    16,323

$    17,306

$        (983)

(6) %

Adjusted net investment income before taxes per share (2)

$        0.36

$        0.37

$       (0.01)

(3) %

Net increase in net assets resulting from operations

$    29,272

$    16,289

$    12,983

80 %

Net increase in net assets resulting from operations per share

$        0.65

$        0.35

$        0.30

86 %

Return on equity – quarter annualized (4)

15.9 %

9.0 %

6.9 %

77 %

The $0.1 million increase in total investment income in the second quarter of 2026 from the comparable period of the prior year was principally attributable to (i) a $0.7 million increase in interest income, primarily due to higher average levels of income producing investment portfolio debt investments, partially offset by a decrease in interest rates, primarily resulting from decreases in benchmark index rates on floating rate investment portfolio debt investments, and the negative impact from investment portfolio debt investments on non-accrual status and (ii) a $0.5 million increase in fee income, primarily due to an increase in fee income from the refinancing and prepayment of investment portfolio debt investments. These increases were partially offset by a $1.1 million decrease in dividend income, primarily due to a $0.9 million decrease in dividend income from the Fund’s LMM portfolio companies. The $0.1 million increase in total investment income in the second quarter of 2026 includes the impact of an increase of $1.4 million in certain income considered less consistent or non-recurring, primarily related to increases of (i) $0.7 million in such fee income and (ii) $0.5 million in such dividend income, in each case when compared to the same period in 2025.

Total expenses, net of waivers, increased by $4.0 million, or 21.8%, to $22.3 million in the second quarter of 2026 from $18.3 million for the same period in 2025. This increase was principally attributable to (i) a $2.9 million increase in the ending accrual for the accrued capital gains incentive fee(3) as of June 30, 2026, (ii) a $1.2 million increase in interest expense and (iii) a $0.4 million increase in base management fees, partially offset by a $0.6 million decrease in incentive fee on income, net of waivers. The increase in the capital gains incentive fee accrual(3) was due to the net fair value appreciation of the Fund’s investments in the second quarter of 2026. The increase in interest expense was primarily related to (i) an increase in average borrowings outstanding used to fund a portion of the growth of the Fund’s investment portfolio and (ii) an increased weighted-average interest rate on the Fund’s unsecured debt obligations, driven by the issuance of the May 2029 Notes in the first quarter of 2026, partially offset by a decreased weighted-average interest rate on the Credit Facilities due to decreases in benchmark floating index interest rates (with the May 2029 Notes and the Credit Facilities each defined in the Liquidity and Capital Resources section below). The increase in base management fees was primarily the result of the Fund’s increased average total assets. The decrease in incentive fee on income, net of waivers, was the result of (a) a decrease in the gross calculated incentive fee on income of $0.3 million, primarily driven by a decrease in pre-incentive NII, and (b) a $0.3 million voluntary waiver of incentive fee on income by the Adviser (defined below).

The Fund’s ratio of total non-interest operating expenses, excluding incentive fees, net of waivers, as a percentage of quarterly average total assets, or the Operating Expenses to Assets Ratio, was 1.9% on an annualized basis for the second quarter of 2026, consistent with the second quarter of 2025.

The $4.3 million decrease in NII in the second quarter of 2026 from the comparable period of the prior year was principally attributable to an increase in total expenses, net of waivers, partially offset by an increase in total investment income, each as discussed above. NII on a per share basis decreased by $0.09 per share for the second quarter of 2026 as compared to the second quarter of 2025, to $0.26 per share, reflecting the impact of the $0.07 per share capital gains incentive fee accrual(3) in the second quarter of 2026.

The $1.4 million, or $0.02 per share, decrease in ANII(1) in the second quarter of 2026 to $14.9 million, or $0.33 per share, from $16.3 million, or $0.35 per share, in the second quarter of 2025 was principally attributable to the same factors noted above for the change in NII, but excluding the impact of the $2.9 million increase in the capital gains incentive fee accrual.(3)

The per share changes in NII and ANII(1) in the second quarter of 2026 from the comparable period of the prior year include the impact of a 3.6% decrease in the weighted-average shares outstanding, primarily due to shares repurchased by the Fund, partially offset by shares issued through the dividend reinvestment plan, in each case since the beginning of the comparable period of the prior year. NII and ANII(1) on a per share basis in the second quarter of 2026 each include an increase of $0.03 per share resulting from an increase in investment income considered less consistent or non-recurring in nature compared to the second quarter of 2025, as discussed above.

The $29.3 million net increase in net assets resulting from operations in the second quarter of 2026 represents a $13.0 million increase from the second quarter of 2025. This increase was primarily the result of an $18.1 million increase in the net fair value change of the Fund’s portfolio investments resulting from the net impact of net realized gains/losses and net unrealized appreciation/depreciation, with the increase resulting from a net fair value increase of $19.0 million in the second quarter of 2026 compared to a net fair value increase of $0.9 million in the comparable period of the prior year, partially offset by (i) a $4.3 million decrease in NII as discussed above and (ii) a $0.8 million increase in the net tax provision on the net fair value change of the portfolio investments, resulting from a net tax provision of $1.7 million in the second quarter of 2026 compared to a net tax provision of $0.9 million in the comparable period of the prior year. The $19.0 million net fair value increase in the second quarter of 2026 was the result of a net realized gain of $9.9 million and net unrealized appreciation (including the reversal of net fair value appreciation recognized in prior periods due to the net realized gain in the quarter) of $9.1 million. The $0.9 million net fair value increase in the second quarter of 2025 was the result of a net realized gain of $4.8 million, partially offset by net unrealized depreciation of $3.9 million. The $9.9 million net realized gain from investments for the second quarter of 2026 was primarily the result of an $11.6 million realized gain on the full exit of a LMM portfolio investment, partially offset by a $1.9 million realized loss on the restructure of a private loan portfolio investment.

The following table provides a summary of the total net unrealized appreciation of $9.1 million for the second quarter of 2026:


Three Months Ended June 30, 2026


Private


Loan


LMM (a)


Middle


Market


Other


Total


(in millions)

Accounting reversals of net unrealized (appreciation)
depreciation recognized in prior periods due to net realized
(gains / income) losses recognized during the current period

$        1.3

$     (11.9)

$         —

$         —

$     (10.6)

Net unrealized appreciation (depreciation) relating to portfolio
investments

11.2

10.3

(1.6)

(0.2)

19.7

Total net unrealized appreciation (depreciation) relating to
portfolio investments

$      12.5

$       (1.6)

$       (1.6)

$       (0.2)

$        9.1

(a)

Includes unrealized appreciation on 27 LMM portfolio investments and unrealized depreciation on 17 LMM portfolio investments.


Liquidity and Capital Resources

As of June 30, 2026, the Fund had aggregate liquidity of $210.5 million, including (i) $28.1 million in cash and cash equivalents and (ii) $182.4 million of aggregate unused capacity under the Fund’s corporate revolving credit facility (the “Corporate Facility”) and the Fund’s special purpose vehicle revolving credit facility (the “SPV Facility” and, together with the Corporate Facility, the “Credit Facilities”), which the Fund maintains to support its investment and operating activities.

Several details regarding the Fund’s capital structure as of June 30, 2026 are as follows:

  • The SPV Facility included $300.0 million in total commitments plus an accordion feature that allows the Fund to request an increase in the total commitments under the facility to up to $450.0 million.
  • $249.0 million in outstanding borrowings under the SPV Facility, with an interest rate of 5.9% based on the applicable Secured Overnight Financing Rate (“SOFR”) effective for the contractual reset date of July 1, 2026.
  • The Corporate Facility included $245.0 million in total commitments from a diversified group of seven participating lenders, plus an accordion feature that allows the Fund to request an increase in the total commitments under the facility to up to $300.0 million.
  • $113.0 million in outstanding borrowings under the Corporate Facility, with an interest rate of 5.7% based on the applicable SOFR effective for the contractual reset date of July 1, 2026.
  • $150.0 million of unsecured notes outstanding that bear interest at a rate of 4.04% per year (the “October 2026 Notes”). The October 2026 Notes mature on October 30, 2026 and may be redeemed in whole or in part at any time at the Fund’s option subject to certain make-whole provisions.
  • $150.0 million of May 2029 Notes outstanding that bear interest at a rate of 6.34% per year. The May 2029 Notes mature on May 31, 2029 and may be redeemed in whole or in part at any time at the Fund’s option subject to certain make-whole provisions.
  • The Fund maintains an investment grade rating from Kroll Bond Rating Agency, LLC (“KBRA”) of BBB- with a stable outlook.
  • The Fund’s net asset value totaled $748.8 million, or $16.51 per share.
  • The Fund’s debt-to-equity ratio was 0.88x as of June 30, 2026.


Share Purchase Plan

In August 2026, the Fund’s board of directors authorized a share repurchase plan pursuant to which the Fund may repurchase up to $20.0 million of shares of its common stock for a period beginning in September 2026 and ending in February 2027, at times when the market price per share of the common stock is trading below the most recently reported net asset value per share of the common stock by certain pre-determined levels. Pursuant to such authorization, the Fund intends to enter into a share repurchase plan (the “Fund Rule 10b5-1 Stock Repurchase Plan”) to facilitate the repurchase of up to the full $20.0 million of shares of its common stock authorized under the share repurchase program. The repurchases of any shares pursuant to the Fund Rule 10b5-1 Stock Repurchase Plan will be implemented in accordance with Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934 (the “Exchange Act”).

In August 2026, Main Street Capital Corporation (NYSE: MAIN) (“Main Street”), parent company of the Adviser, authorized a plan pursuant to which Main Street may purchase up to $20.0 million of shares of the Fund’s common stock in the open market during the same time period, pursuant to the terms of a share purchase plan (the “Main Street Rule 10b5-1 Stock Purchase Plan”) that Main Street intends to enter into in connection with the Fund Rule 10b5-1 Stock Repurchase Plan. The purchases of any shares pursuant to the Main Street Rule 10b5-1 Stock Purchase Plan will be implemented in accordance with Rule 10b5-1 and Rule 10b-18 under the Exchange Act.

The terms and conditions of the Fund Rule 10b5-1 Stock Repurchase Plan and of the Main Street Rule 10b5-1 Purchase Plan will be substantially similar. Subject to the limitations under Rule 10b-18 under the Exchange Act and market conditions, the Fund expects that the aggregate amount of shares (i) repurchased under the Fund Rule 10b5-1 Stock Repurchase Plan and (ii) purchased under the Main Street Rule 10b5-1 Purchase Plan on any single trading day will be split among the Fund and Main Street on a pro rata basis (or as close thereto as reasonably possible) based upon the proportion of the aggregate $40.0 million repurchase/purchase commitment represented by the respective share repurchase/purchase program. There is no assurance that the Fund will repurchase or Main Street will purchase any shares of the Fund’s common stock at any specific discount levels or in any specific amounts under the Fund Rule 10b5-1 Stock Repurchase Plan or the Main Street Rule 10b5-1 Purchase Plan, as applicable. There is also no assurance that the market price of the Fund’s shares of common stock, either absolutely or relative to net asset value per share, will increase as a result of any share repurchases/purchases, or that the Fund Rule 10b5-1 Stock Repurchase Plan or the Main Street Rule 10b5-1 Purchase Plan will enhance stockholder value over the long term.


Investment Portfolio Information as of June
 30, 2026(5)

The following table provides a summary of the investments in the Fund’s private loan portfolio and LMM portfolio as of June 30, 2026:


June 30, 2026


Private Loan


LMM (a)


(dollars in millions)

Number of portfolio companies

81

55

Fair value

$             848.5

$             503.9

Cost

$             856.3

$             397.6

Debt investments as a % of portfolio (at cost)

92.9 %

71.1 %

Equity investments as a % of portfolio (at cost)

7.1 %

28.9 %

% of debt investments at cost secured by first priority lien

99.5 %

99.9 %

Weighted-average annual effective yield (b)

10.4 %

12.7 %

Average EBITDA (c)

$               32.9

$               13.1

(a)

The Fund had equity ownership in all of its LMM portfolio companies, and the Fund’s average fully diluted equity ownership in those portfolio companies was 8%.

(b)

The weighted-average annual effective yields were computed using the effective interest rates for all debt investments as of June 30, 2026, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt investments and any debt investments on non-accrual status, and are weighted based upon the principal amount of each applicable debt investment as of June 30, 2026.

(c)

The average EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is calculated using a weighted-average for the private loan portfolio companies and a simple average for the LMM portfolio companies. These calculations exclude certain portfolio companies, including three private loan portfolio companies and four LMM portfolio companies, as EBITDA is not a meaningful valuation metric for the Fund’s investments in these portfolio companies, and those portfolio companies whose primary operations have ceased and only residual value remains.

The Fund’s total investment portfolio at fair value consists of approximately 61% private loan, 36% LMM, 2% middle market and 1% other portfolio investments.

The fair value of the Fund’s LMM portfolio company equity investments was 202% of the related cost basis of such equity investments, and the Fund’s LMM portfolio companies had a median net senior debt (senior interest-bearing debt through the Fund’s debt position less cash and cash equivalents) to EBITDA ratio of 2.7 to 1.0 and a median total EBITDA to senior interest expense ratio of 3.0 to 1.0. Including all debt that is junior in priority to the Fund’s debt position, these median ratios were 2.7 to 1.0 and 2.9 to 1.0, respectively.(5)(6)

As of June 30, 2026, the Fund’s investment portfolio also included:

  • Middle market portfolio investments in eight portfolio companies, collectively totaling $21.9 million in fair value and $40.8 million in cost basis, which comprised 1.6% and 3.1% of the Fund’s investment portfolio at fair value and cost, respectively; and
  • Other portfolio investments in seven entities, spread across four investment managers, collectively totaling $15.2 million in fair value and $13.2 million in cost basis, which comprised 1.1% and 1.0% of the Fund’s investment portfolio at fair value and cost, respectively.

As of June 30, 2026, investments on non-accrual status comprised 1.9% of the total investment portfolio at fair value and 5.8% at cost, and the Fund’s total portfolio investments at fair value were 106% of the related cost basis.


Second Quarter 2026 Financial Results Conference Call / Webcast

MSC Income has scheduled a conference call for Friday, August 7, 2026 at 11:00 a.m. Eastern time to discuss the second quarter 2026 financial results.(7)

You may access the conference call by dialing 412-902-0030 at least 10 minutes prior to the start time. The conference call can also be accessed via a simultaneous webcast by logging into the investor relations section of the Fund’s website at https://www.mscincomefund.com.

A telephonic replay of the conference call will be available through Friday, August 14, 2026 and may be accessed by dialing 201-612-7415 and using the passcode 13761585#. An audio archive of the conference call will also be available on the investor relations section of the Fund’s website at https://www.mscincomefund.com shortly after the call and will be accessible until the date of MSC Income’s earnings release for the next quarter.

For a more detailed discussion of the financial and other information included in this press release, please refer to the MSC Income Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 to be filed with the U.S. Securities and Exchange Commission (the “SEC”) (www.sec.gov) and MSC Income’s Second Quarter 2026 Investor Presentation to be posted on the investor relations section of the MSC Income website at https://www.mscincomefund.com.

ABOUT MSC INCOME FUND, INC.

The Fund (www.mscincomefund.com) is a principal investment firm that primarily provides debt capital to private companies owned by or in the process of being acquired by a private equity fund. The Fund’s portfolio investments are typically made to support leveraged buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in diverse industry sectors. The Fund seeks to partner with private equity fund sponsors and primarily invests in secured debt investments within its private loan investment strategy. The Fund also maintains a portfolio of customized long-term debt and equity investments in lower middle market companies, and through those investments, the Fund has partnered with entrepreneurs, business owners and management teams in co-investments with Main Street Capital Corporation (NYSE: MAIN) (“Main Street”) utilizing the customized “one-stop” debt and equity financing solutions provided in Main Street’s lower middle market investment strategy. The Fund’s private loan portfolio companies generally have annual revenues between $25 million and $500 million. The Fund’s lower middle market portfolio companies generally have annual revenues between $10 million and $150 million.

ABOUT MSC ADVISER I, LLC

MSC Adviser I, LLC (the “Adviser”) is a wholly-owned subsidiary of Main Street that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The Adviser serves as the investment adviser and administrator of the Fund in addition to several other advisory clients.

FORWARD-LOOKING STATEMENTS

MSC Income cautions that statements in this press release which are forward‑looking and provide other than historical information, including but not limited to MSC Income’s ability to successfully source and execute on new portfolio investments and deliver future financial performance and results, are based on current conditions and information available to MSC Income as of the date hereof and include statements regarding MSC Income’s goals, beliefs, strategies and future operating results and cash flows. Although its management believes that the expectations reflected in those forward‑looking statements are reasonable, MSC Income can give no assurance that those expectations will prove to be correct. Those forward-looking statements are made based on various underlying assumptions and are subject to numerous uncertainties and risks, including, without limitation: MSC Income’s continued effectiveness in raising, investing and managing capital; adverse changes in the economy generally or in the industries in which MSC Income’s portfolio companies operate; the impacts of macroeconomic factors on MSC Income and its portfolio companies’ businesses and operations, liquidity and access to capital, and on the U.S. and global economies, including impacts related to pandemics and other public health crises, global conflicts, risk of recession, tariffs and trade disputes, inflation, supply chain constraints or disruptions and changes in market index interest rates; changes in laws and regulations or business, political and/or regulatory conditions that may adversely impact MSC Income’s operations or the operations of its portfolio companies; the operating and financial performance of MSC Income’s portfolio companies and their access to capital; retention of key investment personnel by the Adviser; competitive factors; and such other factors described under the captions “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” included in MSC Income’s filings with the SEC (www.sec.gov). MSC Income undertakes no obligation to update the information contained herein to reflect subsequently occurring events or circumstances, except as required by applicable securities laws and regulations.


MSC INCOME FUND, INC.


Consolidated Statements of Operations


(in thousands, except shares and per share amounts)


(Unaudited)


Three Months Ended June 30,


Six Months Ended June 30,


2026


2025


2026


2025


INVESTMENT INCOME:

Interest, dividend and fee income:

Control investments

$       1,032

$       1,514

$       2,227

$       2,956

Affiliate investments

9,602

9,617

18,849

18,952

Non-Control/Non-Affiliate investments

25,066

24,512

48,711

46,962

Total investment income

35,700

35,643

69,787

68,870


EXPENSES:

Interest

(9,865)

(8,678)

(18,785)

(16,921)

Base management fee

(5,341)

(4,907)

(10,566)

(9,879)

Incentive fee on income

(3,117)

(3,431)

(6,216)

(5,454)

Incentive fee on capital gains (3)

(2,949)

—

(2,311)

—

General and administrative

(1,124)

(1,149)

(2,163)

(2,176)

Internal administrative services expenses

(188)

(172)

(374)

(346)

Total expenses before expense waivers

(22,584)

(18,337)

(40,415)

(34,776)

Waiver of incentive fee on income

258

—

1,243

—

Total expenses, net of expense waivers

(22,326)

(18,337)

(39,172)

(34,776)


NET INVESTMENT INCOME BEFORE TAXES

13,374

17,306

30,615

34,094

Excise tax expense

(239)

(87)

(289)

(279)

Federal and state income and other tax expenses

(1,136)

(912)

(2,092)

(1,761)


NET INVESTMENT INCOME

11,999

16,307

28,234

32,054


NET REALIZED GAIN (LOSS):

Control investments

—

5,296

—

5,305

Affiliate investments

11,595

2

9,939

2

Non‑Control/Non‑Affiliate investments

(1,738)

(519)

(323)

(21,594)

Total net realized gain (loss)

9,857

4,779

9,616

(16,287)


NET UNREALIZED APPRECIATION (DEPRECIATION):

Control investments

(1,529)

(5,068)

(5,981)

(5,901)

Affiliate investments

(1,459)

(69)

6,964

2,767

Non‑Control/Non‑Affiliate investments

12,092

1,233

5,478

18,013

Total net unrealized appreciation (depreciation)

9,104

(3,904)

6,461

14,879

Income tax benefit (provision) on net realized gain (loss) and net
unrealized appreciation (depreciation)

(1,688)

(893)

(1,816)

1,518


NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS

$    29,272

$    16,289

$    42,495

$    32,164


NET INVESTMENT INCOME BEFORE TAXES PER
SHARE—BASIC AND DILUTED

$        0.29

$        0.37

$        0.67

$        0.74


NET INVESTMENT INCOME PER SHARE—BASIC AND
DILUTED

$        0.26

$        0.35

$        0.62

$        0.70


NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS PER SHARE—BASIC AND DILUTED

$        0.65

$        0.35

$        0.93

$        0.70


WEIGHTED-AVERAGE SHARES


OUTSTANDING—BASIC AND DILUTED

45,345,229

47,047,888

45,728,932

45,870,527


MSC INCOME FUND, INC.


Consolidated Balance Sheets


(in thousands, except per share amounts)


June 30,

2026


December 31,

2025


(Unaudited)


ASSETS

Investments at fair value:

Control investments

$            52,620

$            58,372

Affiliate investments

418,827

406,771

Non‑Control/Non‑Affiliate investments

917,956

870,244

Total investments

1,389,403

1,335,387

Cash and cash equivalents

28,055

20,635

Interest and dividend receivable

11,722

12,273

Prepaids and other assets

11,740

9,546

Deferred financing costs

2,909

3,190

Total assets

$         1,443,829

$         1,381,031


LIABILITIES

Credit Facilities

$           362,000

$           453,000

October 2026 Notes

149,901

149,751

May 2029 Notes

149,279

—

Accounts payable and other liabilities

2,428

786

Interest payable

8,295

5,946

Dividend payable

—

16,772

Base management and incentive fees payable

8,198

8,388

Capital gains incentive fee accrual (3)

5,074

2,763

Deferred tax liability, net

9,854

4,966

Total liabilities

695,029

642,372


NET ASSETS

Common stock

45

47

Additional paid-in capital

765,979

782,007

Total overdistributed earnings

(17,224)

(43,395)

Total net assets

748,800

738,659

Total liabilities and net assets

$         1,443,829

$         1,381,031


NET ASSET VALUE PER SHARE

$              16.51

$              15.85


MSC INCOME FUND, INC.


Reconciliation of Adjusted Net Investment Income and Adjusted Net Investment Income Before Taxes


(in thousands, except per share amounts)


(Unaudited)


Three Months Ended


Six Months Ended


June 30,


June 30,


2026


2025


2026


2025

Net investment income

$          11,999

$          16,307

$        28,234

$        32,054

Incentive fee on capital gains (3)

2,949

—

2,311

—

Adjusted net investment income (1)

14,948

16,307

30,545

32,054

Excise tax expense

239

87

289

279

Federal and state income and other tax expenses

1,136

912

2,092

1,761

Adjusted net investment income before taxes (2)

$          16,323

$          17,306

$        32,926

$        34,094

Per share amounts:

Net investment income per share –

Basic and diluted

$             0.26

$             0.35

$           0.62

$           0.70

Adjusted net investment income per share –

Basic and diluted (1)

$             0.33

$             0.35

$           0.67

$           0.70

Adjusted net investment income before taxes per share –

Basic and diluted (2)

$             0.36

$             0.37

$           0.72

$           0.74


MSC INCOME FUND, INC.

Endnotes

(1)

ANII is NII as determined in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP, excluding the impact of the capital gains incentive fee(3). MSC Income believes presenting ANII and the related per share amount is useful and appropriate supplemental disclosure for analyzing the Fund’s financial performance since the calculation of the capital gains incentive fee is based on realized gains and losses and unrealized fair value appreciation and depreciation, none of which are included in NII. However, ANII is a non-U.S. GAAP measure and should not be considered as a replacement for NII or other earnings measures presented in accordance with U.S. GAAP and should be reviewed only in connection with such U.S. GAAP measures in analyzing MSC Income’s financial performance. A reconciliation of NII in accordance with U.S. GAAP to ANII is detailed in the financial tables included with this press release.

(2)

ANII before taxes is NII as determined in accordance with U.S. GAAP, excluding the impact of any tax expenses included in NII and the capital gains incentive fee(3). MSC Income believes presenting ANII before taxes and the related per share amount is useful and appropriate supplemental disclosure for analyzing the Fund’s financial performance since (i) the calculation of the capital gains incentive fee is based on realized gains and losses and unrealized fair value appreciation and depreciation, none of which are included in NII, and (ii) tax expenses included in NII may include (a) excise tax expense, which is not solely attributable to NII, and (b) deferred taxes, which are not payable in the current period. However, ANII before taxes is a non-U.S. GAAP measure and should not be considered as a replacement for NII, NII before taxes or other earnings measures presented in accordance with U.S. GAAP and should be reviewed only in connection with such U.S. GAAP measures in analyzing MSC Income’s financial performance. A reconciliation of NII in accordance with U.S. GAAP to ANII before taxes is detailed in the financial tables included with this press release.

(3)

Pursuant to the Fund’s amended advisory agreement, the incentive fee on capital gains is determined and payable to the Adviser in arrears, if any, as of the end of each calendar year. This fee equals (a) 17.5% of the Fund’s incentive fee capital gain, which is calculated as the Fund’s (i) cumulative net realized gains (net of any related net income tax expense), minus (ii) cumulative unrealized depreciation (net of any related income tax benefit, and excluding any unrealized appreciation), minus (b) the aggregate amount of any previously paid capital gains incentive fee, in each case from the MSC Income Listing date through the applicable calendar year ended. In accordance with U.S. GAAP, at the end of each reporting period, the Fund estimates the capital gains incentive fee and adjusts the accrual for the fee based upon a hypothetical liquidation of its investment portfolio at the then current fair value. Therefore, the calculation of the accrual equals (a) 17.5% of the Fund’s cumulative change in net fair value, including both (i) the cumulative net realized gain/loss and (ii) the cumulative net unrealized appreciation/depreciation (in both cases, net of any related cumulative net income tax expense or benefit), minus (b) the aggregate amount of any previously paid capital gains incentive fee, in each case from the date of the listing of the Fund’s common stock on the New York Stock Exchange on January 29, 2025 through the applicable period ended. However, any capital gains incentive fee accrued related to the unrealized appreciation is neither earned nor payable to the Adviser until such time that it is realized, and assuming at the end of a calendar year such incentive fee capital gain exists excluding any cumulative unrealized appreciation (in each case, net of any related net income tax expense or benefits). If the calculation results in an increase in the accrual compared to the previous quarter, the Fund records an increase to the capital gains incentive fee accrual. If the calculation results in a decrease to the estimated incentive fee on capital gains when compared to the previous quarter, the accrual for the incentive fee on capital gains is reduced to the extent of such decrease. For the second quarter of 2026, the Fund increased the accrual on the capital gains incentive fee by $2.9 million. For further discussion, see Note I — Related Party Transactions and Arrangements in the notes to the consolidated financial statements included in Item 1. Consolidated Financial Statements and Supplementary Data of the Fund’s Quarterly Report on Form 10-Q to be filed with the SEC on August 7, 2026.

(4)

Return on equity equals the net increase in net assets resulting from operations divided by the average quarterly total net assets.

(5)

Portfolio company financial information has not been independently verified by MSC Income.

(6)

These credit statistics exclude portfolio companies on non-accrual status and portfolio companies for which EBITDA is not a meaningful metric.

(7)

No information contained on the Fund’s website or disclosed on the August 7, 2026 conference call, including the webcast and the archived versions, is incorporated by reference in this press release or any of the Fund’s filings with the SEC, and you should not consider that information to be part of this press release or any other such filing.

Contacts:
MSC Income Fund, Inc.
Dwayne L. Hyzak, CEO, [email protected]
Cory E. Gilbert, CFO, [email protected]
713-350-6000

Dennard Lascar Investor Relations

Ken Dennard / [email protected]
Zach Vaughan / [email protected]
713-529-6600

Cision View original content:https://www.prnewswire.com/news-releases/msc-income-fund-announces-second-quarter-2026-results-302845398.html

SOURCE MSC Income Fund, Inc.

Posted on

ACRES COMMERCIAL REALTY CORP. ANNOUNCES COMPLETION OF MERGER, INTERNALIZATION AND PRIVATE NOTES OFFERING

PR Newswire

Completion of Merger and Internalization

UNIONDALE, N.Y., Aug. 6, 2026 /PRNewswire/ — ACRES Commercial Realty Corp. (NYSE: ACR) (the “ACR” or “Company”) announced today that it has completed its previously disclosed acquisition of ACRES Capital Corp. (“ACC“) in an all-stock transaction (the “Merger“) and transitioned from an externally-managed REIT to an internally-managed REIT (the “Internalization“). Upon closing of the Merger and Internalization, the Company issued approximately 7.5 million shares of ACR common stock to ACC stockholders as merger consideration and terminated the existing Management Agreement. The net increase in ACR common shares outstanding is approximately 6.3 million shares after giving effect to the elimination of ACR shares held by ACC in consolidation.

“The entire ACRES team is excited to have completed this transaction. Collectively, we will own over forty percent of ACR common shares and are highly motivated to drive value for all stakeholders. We believe this combination will enable the company to continue to meet the needs of our customers as they turn to ACRES for capital and service.  We look forward to the next phase of growth for the company,” said Andrew Fentress Chairman of the Board and Mark Fogel President of ACRES Commercial Realty Corp.

Private Offering of Senior Secured Notes

The Company also announced today that it has completed a private placement of $200 million of 8.625% Senior Secured Notes due 2031 (the “Notes“), pursuant to a Note Purchase Agreement between the Company, the Purchasers party thereto and UMB Bank, N.A. (the “Collateral Agent“). The Company intends to use a portion of the proceeds from the sale of the Notes to repay in full its $150 million of 5.75% Senior Unsecured Notes upon their maturity in August 2026, with the remaining portion used for general corporate purposes.  

The Notes will mature on July 31, 2031 and will be secured on a first lien basis by the pledge of certain capital stock in its subsidiaries, residual equity interests in securitized financing vehicles and certain other CRE assets (the “Collateral“), and guaranteed by certain subsidiaries of the Company that granted security interests in the Collateral in favor of the Collateral Agent.

“We are pleased to announce the successful completion of this refinancing with Raymond James who has been a trusted advisor and partner since our acquisition of the ACR contract six years ago,” said Andrew Fentress Chairman of the Board and Mark Fogel President of ACRES Commercial Realty Corp.

About ACRES Commercial Realty Corp.

ACRES Commercial Realty Corp. is a public commercial mortgage REIT that is primarily focused on originating, holding and managing commercial real estate mortgage loans and equity investments in commercial real estate properties through direct ownership and joint ventures. The Company is dedicated to nationwide middle market lending with a focus on multifamily, student housing, hospitality, industrial and office properties in top U.S. markets. For more information, please visit the Company’s website at www.acresreit.com or contact investor relations at [email protected].

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “trend,” “will,” “continue,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “look forward” or other similar words or terms. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. Factors that can affect future results are discussed in the documents filed by the Company from time to time with U.S. Securities and Exchange Commission (the “SEC”).  These risks and uncertainties include, but are not limited to, risks and uncertainties relating to the Company’s ability to successfully manage the transition to self-management and the ability to achieve expected cost savings or other benefits of the Internalization and the timing thereof; unanticipated expenditures relating to or liabilities arising from the internalization; litigation or regulatory issues relating to the Internalization; the impact of the Internalization on the Company’s common stock dividend, and the impact of the Internalization on relationships with, and potential difficulties retaining, the Company’s executive officers, employees and directors on a go-forward basis. The foregoing list of factors is not exhaustive. Accordingly, you should not place undue reliance on any forward-looking statements contained herein. For a discussion of some of the risks and important factors that could affect such forward-looking statements, please refer to the Company’s most recent annual and quarterly reports and other filings filed with the SEC, which are available on the Company’s website (www.acresreit.com). The Company undertakes no obligation to update or revise any forward-looking statement to reflect new or changing information or events after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law.

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/acres-commercial-realty-corp-announces-completion-of-merger-internalization-and-private-notes-offering-302845360.html

SOURCE ACRES Commercial Realty Corp.

Posted on

DoubleVerify Reports Second Quarter 2026 Financial Results

NEW YORK, Aug. 06, 2026 (GLOBE NEWSWIRE) — DoubleVerify (“DV”) (NYSE: DV) today announced financial results for the second quarter ended June 30, 2026.

Recent Business Announcement:

On August 6, 2026, DV entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Neptune BidCo US Inc., a Delaware corporation(“Parent”) and parent company of Nielsen Holdings (“Nielsen”), whereby Nielsen will acquire DV. Additional details regarding the transaction are included in a Current Report on Form 8-K filed today with the Securities and Exchange Commission.

Conference Call, Webcast, and Other Information

In light of the pending transaction, DV is suspending future earnings and investors calls for the duration of the transaction’s pendency, including the conference call previously scheduled for 4:30 p.m. Eastern time today, August 6, 2026. Additionally, DV is withdrawing all previously issued financial outlook and guidance for the duration of the transaction’s pendency. Future updates regarding the transaction and DV’s strategic progress will be provided through official press releases and regulatory filings as appropriate.

Second Quarter 2026 Financial Highlights:

(All comparisons are to the second quarter of 2025)

  • Total revenue of $193.8 million, an increase of 3%.
    • Activation revenue of $107.7 million, a decrease of 1%.
    • Measurement revenue of $66.8 million, an increase of 6%.
    • Supply-side revenue of $19.3 million, an increase of 13%
  • Net income of $12.9 million and adjusted EBITDA of $65.3 million, which represented a 34% adjusted EBITDA margin.
  • Cash balance of $210 million, with no debt outstanding.

Key Business Terms

Activation revenue is generated from the evaluation, verification, and measurement of advertising impressions purchased through programmatic demand-side and social media platforms.

Measurement revenue is generated from the verification and measurement of advertising impressions that are directly purchased on digital media properties, including publishers, CTV and social media platforms.

Supply-Side revenue is generated from platforms and publisher partners who use DoubleVerify’s data analytics to evaluate, verify and measure their advertising inventory.

 
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
             
    As of   As of

(in thousands, except per share data)
 		  June 30, 2026   December 31, 2025
Assets:            
Current assets            
Cash and cash equivalents   $ 210,174     $ 259,038  
Trade receivables, net of allowances for doubtful accounts of $9,133 and $8,096 as of June 30, 2026 and December 31, 2025, respectively     214,926       221,158  
Prepaid expenses and other current assets     46,325       39,132  
Total current assets     471,425       519,328  
Property, plant and equipment, net     129,053       103,284  
Operating lease right-of-use assets, net     63,129       66,908  
Goodwill     511,585       516,002  
Intangible assets, net     87,872       101,616  
Deferred tax assets     30,971       30,920  
Other non-current assets     16,060       16,024  
Total assets   $ 1,310,095     $ 1,354,082  
Liabilities and Stockholders’ Equity:            
Current liabilities            
Trade payables   $ 12,992     $ 14,662  
Accrued expenses     52,426       73,552  
Operating lease liabilities, current     7,932       9,057  
Income tax liabilities     1,952       3,829  
Current portion of finance lease obligations     12,850       6,982  
Other current liabilities     16,664       13,481  
Total current liabilities     104,816       121,563  
Operating lease liabilities, non-current     74,652       77,917  
Finance lease obligations     16,396       5,595  
Deferred tax liabilities     13,066       11,467  
Other non-current liabilities     6,715       6,208  
Total liabilities     215,645       222,750  
Commitments and contingencies (Note 15)            
Stockholders’ equity            
Common stock, $0.001 par value, 1,000,000 shares authorized, 177,110 shares issued and 154,935 outstanding as of June 30, 2026; 1,000,000 shares authorized, 176,546 shares issued and 161,900 outstanding as of December 31, 2025     177       177  
Additional paid-in capital     1,073,680       1,059,938  
Treasury stock, at cost, 22,175 shares and 14,646 shares as of June 30, 2026 and December 31, 2025, respectively     (313,245 )     (247,982 )
Retained earnings     325,192       305,864  
Accumulated other comprehensive income, net of income taxes     8,646       13,335  
Total stockholders’ equity     1,094,450       1,131,332  
Total liabilities and stockholders’ equity   $ 1,310,095     $ 1,354,082  

 
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
 
                         
    Three Months Ended June 30,   Six Months Ended June 30,

(in thousands, except per share data)
 		  2026   2025     2026     2025  
Revenue   $ 193,789   $ 189,021     $ 374,614     $ 354,082  
Cost of revenue (exclusive of depreciation and amortization shown separately below)     32,484     33,126       65,643       64,092  
Product development     46,393     47,203       91,774       91,920  
Sales, marketing and customer support     48,260     50,871       93,855       94,572  
General and administrative     26,967     29,576       52,682       56,103  
Depreciation and amortization     16,660     14,697       31,999       27,084  
Income from operations     23,025     13,548       38,661       20,311  
Interest expense     475     443       888       863  
Other expense (income), net     644     (2,105 )     1,637       (5,284 )
Income before income taxes     21,906     15,210       36,136       24,732  
Income tax expense     8,988     6,452       16,808       13,613  
Net income   $ 12,918   $ 8,758     $ 19,328     $ 11,119  
Earnings per share:                        
Basic   $ 0.08   $ 0.05     $ 0.12     $ 0.07  
Diluted   $ 0.08   $ 0.05     $ 0.12     $ 0.07  
Weighted-average common stock outstanding:                        
Basic     153,959     162,740       157,346       163,922  
Diluted     157,891     166,697       160,981       167,813  
Comprehensive income:                        
Net income   $ 12,918   $ 8,758     $ 19,328     $ 11,119  
Other comprehensive income (loss):                        
Foreign currency cumulative translation adjustment     242     19,383       (4,689 )     26,876  
Total comprehensive income   $ 13,160   $ 28,141     $ 14,639     $ 37,995  

 
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
 
                                             
                                    Accumulated Other      
                        Additional         Comprehensive   Total
    Common Stock   Treasury Stock   Paid-in   Retained   Income (Loss)   Stockholders’

(in thousands)
 		  Shares   Amount   Shares   Amount   Capital   Earnings   Net of Income Taxes   Equity
Balance as of January 1, 2026   176,546   $ 177   14,646     $ (247,982 )   $ 1,059,938     $ 305,864   $ 13,335       1,131,332  
Foreign currency translation adjustment   —     —   —       —       —       —     (4,931 )     (4,931 )
Shares repurchased for settlement of employee tax withholdings   —     —   142       (1,437 )     —       —     —       (1,437 )
Stock-based compensation expense   —     —   —       —       25,613       —     —       25,613  
Common stock issued upon exercise of stock options   —     —   —       —       43       —     —       43  
Common stock issued upon vesting of restricted stock units   90     —   —       —       —       —     —       —  
Common stock issued upon vesting of performance stock units   53     —   —       —       —       —     —       —  
Shares repurchased under authorized repurchase programs   —     —   7,270       (75,145 )     —       —     —       (75,145 )
Excise tax on shares repurchased   —     —   —       (618 )     —       —     —       (618 )
Treasury stock reissued upon settlement of equity awards   —     —   (1,298 )     20,239       (20,239 )     —     —       —  
Net income   —     —   —       —       —       6,410     —       6,410  
Balance as of March 31, 2026   176,689   $ 177   20,760     $ (304,943 )   $ 1,065,355     $ 312,274   $ 8,404     $ 1,081,267  
Foreign currency translation adjustment   —     —   —       —       —       —     242       242  
Shares repurchased for settlement of employee tax withholdings   —     —   392       (4,025 )     —       —     —       (4,025 )
Stock-based compensation expense   —     —   —       —       26,941       —     —       26,941  
Common stock issued under employee purchase plan   —     —   —       —       1,031       —     —       1,031  
Common stock issued upon exercise of stock options   —     —   —       —       1,223       —     —       1,223  
Common stock issued upon vesting of restricted stock units   392     —   —       —       —       —     —       —  
Common stock issued upon vesting of performance stock units   29     —   —       —       —       —     —       —  
Shares repurchased under authorized repurchase programs   —     —   2,497       (25,050 )     —       —     —       (25,050 )
Excise tax on shares repurchased   —     —   —       (97 )     —       —     —       (97 )
Treasury stock reissued upon settlement of equity awards   —     —   (1,474 )     20,870       (20,870 )     —     —       —  
Net income   —     —   —       —       —       12,918     —       12,918  
Balance as of June 30, 2026   177,110   $ 177   22,175     $ (313,245 )   $ 1,073,680     $ 325,192   $ 8,646     $ 1,094,450  
                                             
Balance as of January 1, 2025   174,003   $ 174   6,934     $ (131,620 )   $ 974,383     $ 255,214   $ (14,692 )   $ 1,083,459  
Foreign currency translation adjustment   —     —   —       —       —       —     7,493       7,493  
Shares repurchased for settlement of employee tax withholdings   —     —   210       (3,210 )     —       —     —       (3,210 )
Stock-based compensation expense   —     —   —       —       25,080       —     —       25,080  
Common stock issued upon exercise of stock options   58     —   —       —       222       —     —       222  
Common stock issued upon vesting of restricted stock units   641     1   —       —       (1 )     —     —       —  
Common stock issued upon vesting of performance stock units   71     —   —       —       —       —     —       —  
Shares repurchased under authorized repurchase programs   —     —   5,169       (82,240 )     —       —     —       (82,240 )
Excise tax on shares repurchased   —     —   —       (64 )     (668 )     —     —       (732 )
Treasury stock reissued upon settlement of equity awards   —     —   (18 )     350       (350 )     —     —       —  
Net income   —     —   —       —       —       2,361     —       2,361  
Balance as of March 31, 2025   174,773   $ 175   12,295     $ (216,784 )   $ 998,666     $ 257,575   $ (7,199 )   $ 1,032,433  
Foreign currency translation adjustment   —     —   —       —       —       —     19,383       19,383  
Shares repurchased for settlement of employee tax withholdings   —     —   35       (494 )     —       —     —       (494 )
Stock-based compensation expense   —     —   —       —       28,053       —     —       28,053  
Common stock issued under employee purchase plan   135     —   —       —       1,577       —     —       1,577  
Common stock issued upon exercise of stock options   29     —   —       —       148       —     —       148  
Common stock issued upon vesting of restricted stock units   954     1   —       —       (1 )     —     —       —  
Common stock issued upon vesting of performance stock units   14     —   —       —       —       —     —       —  
Excise tax on shares repurchased   —     —   —       157       —       —     —       157  
Net income   —     —   —       —       —       8,758     —       8,758  
Balance as of June 30, 2025   175,905   $ 176   12,330     $ (217,121 )   $ 1,028,443     $ 266,333   $ 12,184     $ 1,090,015  

 
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
             
    Six Months Ended
    June 30,

(in thousands)
 		  2026     2025  
Operating activities:            
Net income   $ 19,328     $ 11,119  
Adjustments to reconcile net income to net cash provided by operating activities            
Bad debt expense     2,409       1,499  
Depreciation and amortization expense     31,999       27,084  
Amortization of debt issuance costs     217       217  
Non-cash lease expense     4,199       3,905  
Deferred taxes     1,586       298  
Stock-based compensation expense     49,774       51,349  
Interest expense, net     348       255  
Loss on disposal of fixed assets     —       89  
Other     804       (419 )
Changes in operating assets and liabilities, net of effects of business combinations            
Trade receivables     3,016       40,951  
Prepaid expenses and other assets     (7,149 )     (32,762 )
Trade payables     (1,638 )     638  
Accrued expenses and other liabilities     (24,480 )     (16,947 )
Net cash provided by operating activities     80,413       87,276  
Investing activities:            
Purchase of property, plant and equipment     (21,056 )     (15,813 )
Acquisition of businesses, net of cash acquired     —       (82,578 )
Proceeds from maturity of short-term investments     —       12,684  
Other investing activities     —       (1,000 )
Net cash used in investing activities     (21,056 )     (86,707 )
Financing activities:            
Proceeds from common stock issued upon exercise of stock options     1,266       370  
Proceeds from common stock issued under employee purchase plan     1,031       1,577  
Finance lease payments     (3,179 )     (1,379 )
Shares repurchased under authorized repurchase programs     (100,195 )     (82,240 )
Payment of excise tax on shares repurchased     (884 )     (668 )
Shares repurchased for settlement of employee tax withholdings     (5,462 )     (3,704 )
Net cash used in financing activities     (107,423 )     (86,044 )
Effect of exchange rate changes on cash and cash equivalents and restricted cash     (821 )     4,547  
Net decrease in cash, cash equivalents, and restricted cash     (48,887 )     (80,928 )
Cash, cash equivalents, and restricted cash – Beginning of period     260,034       293,741  
Cash, cash equivalents, and restricted cash – End of period   $ 211,147     $ 212,813  
             
Cash and cash equivalents   $ 210,174     $ 211,784  
Restricted cash – current (included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets)     —       37  
Restricted cash – non-current (included in Other non-current assets on the Condensed Consolidated Balance Sheets)     973       992  
Total cash and cash equivalents and restricted cash   $ 211,147     $ 212,813  
Supplemental cash flow information:            
Cash paid for interest   $ 573     $ 500  
Non-cash investing and financing activities:            
Right-of-use assets obtained in exchange for new operating lease liabilities, net of impairments and tenant improvement allowances   $ 245     $ 2,168  
Acquisition of equipment under finance lease   $ 19,847     $ 13,805  
Capital assets financed by accounts payable and accrued expenses   $ 66     $ 249  
Stock-based compensation included in capitalized software development costs   $ 2,785     $ 1,783  
Accrued excise tax on net share repurchases   $ 715     $ 575  


Comparison of the Three and Six Months Ended June 30, 2026 and June 30, 2025


Revenue

                                             
  Three Months Ended June 30,   Change   Change   Six Months Ended June 30,   Change   Change
  2026   2025   $   %   2026   2025   $   %
 
(In Thousands)
 		           
(In Thousands)
 		           
Revenue by customer type:                                            
Activation $ 107,683   $ 108,950   $ (1,267 )   (1 )%   $ 208,230   $ 204,121   $ 4,109   2 %
Measurement   66,760     62,895     3,865     6       128,563     116,326     12,237   11  
Supply-side   19,346     17,176     2,170     13       37,821     33,635     4,186   12  
Total revenue $ 193,789   $ 189,021   $ 4,768     3 %   $ 374,614   $ 354,082   $ 20,532   6 %
                                                 


Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, management believes that certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Non-GAAP Net income, Non-GAAP Earnings Per Share, Free Cash Flow and Free Cash Flow Conversion (collectively “Non-GAAP Financial Measures”) are useful in evaluating our business.

We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue. We calculate Non-GAAP net income as GAAP net income adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as amortization of acquired intangibles assets, acquisition-related costs, other non-recurring costs, as well as the income tax effect of these adjustments. Basic non-GAAP earnings per share is calculated by dividing non-GAAP net income by the number of weighted-average common stock outstanding. Diluted Non-GAAP earnings per share adjusts the Basic Non-GAAP earnings per share for the potential dilutive impact of shares of common stock using the treasury stock method. We calculate free cash flow as net cash provided by operating activities determined in accordance with GAAP less purchases of property, plant, and equipment which includes capitalized software development costs. Free cash flow conversion is calculated as free cash flow divided by Adjusted EBITDA for the same period. We use the Non-GAAP Financial Measures as measures of operational efficiency to understand and evaluate our core business operations. We believe that these Non-GAAP Financial Measures are useful to investors for period-to-period comparisons of our core business and for understanding and evaluating trends in our operating results on a consistent basis by either excluding items that we do not believe are indicative of our core operating performance or by measuring cash generated by our operations that is available for various strategic initiatives.

The following tables show DV’s non-GAAP financial metrics reconciled to the comparable GAAP financial metrics included in this release.

                       
  Three Months Ended June 30,   Six Months Ended June 30,
  2026     2025     2026     2025  
 
(In Thousands)
 		 
(In Thousands)
Net income $ 12,918     $ 8,758     $ 19,328     $ 11,119  
Net income margin   7 %     5 %     5 %     3 %
Depreciation and amortization   16,660       14,697       31,999       27,084  
Stock-based compensation   25,525       27,007       49,774       51,349  
Interest expense   475       443       888       863  
Income tax expense   8,988       6,452       16,808       13,613  
M&A and restructuring costs (a)   —       504       —       1,666  
Other costs (b)   117       1,518       95       1,518  
Other expense (income) (c)   644       (2,105 )     1,637       (5,284 )
Adjusted EBITDA $ 65,327     $ 57,274     $ 120,529     $ 101,928  
Adjusted EBITDA margin   34 %     30 %     32 %     29 %

                       
  Three Months Ended June 30,   Six Months Ended June 30,
  2026     2025     2026     2025  
 
(In Thousands)
 		 
(In Thousands)
Net Income $ 12,918     $ 8,758     $ 19,328     $ 11,119  
Stock-based compensation   25,525       27,007       49,774       51,349  
Amortization of acquired intangibles   6,536       8,068       13,091       15,307  
M&A and restructuring costs (a)   —       504       —       1,666  
Other costs (b)   117       1,518       95       1,518  
Income tax effect of non-GAAP adjustments (d)   (9,975 )     (11,500 )     (19,518 )     (21,650 )
Non-GAAP net income $ 35,121     $ 34,355     $ 62,770     $ 59,309  
                       
GAAP earnings per share:                      
Basic $ 0.08     $ 0.05     $ 0.12     $ 0.07  
Diluted $ 0.08     $ 0.05     $ 0.12     $ 0.07  
                       
GAAP Weighted-average common stock outstanding:                      
Basic   153,959       162,740       157,346       163,922  
Diluted   157,891       166,697       160,981       167,813  
                       
Non-GAAP earnings per share:                      
Basic $ 0.23     $ 0.21     $ 0.40     $ 0.36  
Diluted $ 0.22     $ 0.21     $ 0.39     $ 0.35  
                       
Non-GAAP Weighted-average common stock outstanding:                      
Basic   153,959       162,740       157,346       163,922  
Diluted   157,891       166,697       160,981       167,813  

(a)   M&A and restructuring costs for the three and six months ended June 30, 2025 consist of transaction costs related to the acquisition of Rockerbox.
(b)   Other costs for the three and six months ended June 30, 2026 consist of expenses with respect to litigation and regulatory matters outside of the ordinary course. Other costs for the three and six months ended June 30, 2025 consist of expenses incurred with respect to litigation and regulatory matters outside of the ordinary course and costs related to the early termination of an office lease.
(c)   Other expense (income) for the three and six months ended June 30, 2026 and June 30, 2025 consist of interest income earned on interest-bearing monetary assets, and the impact of changes in foreign currency exchange rates.
(d)   We calculate the income tax effect of the adjustments using a non-GAAP effective tax rate to provide consistency across reporting periods. For the non-GAAP reconciliation, effective tax rates for the three and six months ended June 30, 2026 and 2025 were calculated using assumed blended tax rates of 31%, respectively. These rates represent a blend of the statutory federal tax and state taxes rates associated with the most recent Annual Report on Form 10-K. We will periodically reevaluate this tax rate, as necessary, for significant events such as relevant tax law changes.

                       
  Three Months Ended June 30,   Six Months Ended June 30,
  2026     2025     2026     2025  
 
(In Thousands)
 		 
(In Thousands)
Net cash provided by operating activities $ 76,242     $ 49,613     $ 80,413     $ 87,276  
Purchase of property, plant and equipment   (10,513 )     (9,527 )     (21,056 )     (15,813 )
Free cash flow $ 65,729     $ 40,086     $ 59,357     $ 71,463  
Free cash flow conversion   101 %     70 %     49 %     70 %
                               

These Non-GAAP Financial Measures have limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under GAAP. Some of the limitations of these measures are:

  • they do not reflect changes in, or cash requirements for, working capital needs;
  • they do not reflect our capital expenditures or future requirements for capital expenditures or contractual commitments;
  • they do not reflect income tax expense or the cash requirements to pay income taxes;
  • they do not reflect interest expense or the cash requirements necessary to service interest or principal debt payments; and
  • although depreciation and amortization are non-cash charges related mainly to intangible assets, certain assets being depreciated and amortized will have to be replaced in the future, and they do not reflect any cash requirements for such replacements.

In addition, other companies in our industry may calculate these Non-GAAP Financial Measures differently than we do, limiting their usefulness as a comparative measure. You should compensate for these limitations by relying primarily on our GAAP results and using the Non-GAAP Financial Measures only supplementally.

Total stock-based compensation expense recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income is as follows:

                         
    Three Months Ended   Six Months Ended
    June 30,   June 30,

(in thousands)
 		  2026   2025   2026   2025
Product development   $ 10,109   $ 10,389   $ 19,519   $ 19,655
Sales, marketing and customer support     7,588     8,826     14,712     16,455
General and administrative     7,828     7,792     15,543     15,239
Total stock-based compensation   $ 25,525   $ 27,007   $ 49,774   $ 51,349
                         

Forward-Looking Statements

This press release includes “forward-looking statements”. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Any statements in this press release regarding the proposed transaction with Parent, future revenues, earnings, margins, financial performance or results of operations, and any other statements that are not historical facts are forward-looking statements. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. These risks, uncertainties, assumptions and other factors include, but are not limited to, the risk that disruptions from the proposed transaction with Parent (including the ability of certain counterparties to terminate or amend contracts upon a change of control) will harm DV’s business, including current plans and operations, including during the pendency of the transaction, the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect DV’s business and the price of its common stock, the competitiveness of our solutions amid technological developments or evolving industry standards, the competitiveness of our market, system failures, security breaches, cyberattacks or natural disasters, economic downturns and unstable market conditions, our ability to collect payments, data privacy legislation and regulation, public criticism of digital advertising technology, our international operations, our use of “open source” software, our limited operating history and the potential for our revenues and results of operations to fluctuate in the future. Moreover, we operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make.

Further information on these and additional risks, uncertainties, and other factors that could cause actual outcomes and results to differ materially from those included in or contemplated by the forward-looking statements contained in this press release are included under the caption “Risk Factors” in DV’s Annual Report on Form 10-K filed with the SEC on February 26, 2026, its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 once filed with the SEC and other filings and reports we make with the SEC from time to time.

We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. Any forward-looking information presented herein is made only as of the date of this press release, and, except as required by law, we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

About DoubleVerify

DoubleVerify (NYSE: DV) is the industry’s leading media effectiveness platform that leverages AI to drive superior outcomes for global brands. By creating more effective, transparent ad transactions, we make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media. Learn more at www.doubleverify.com.

Investor Relations

Brinlea Johnson
The Blueshirt Group
[email protected]

Media Contact

Chris Harihar
Crenshaw Communications
646-535-9475
[email protected]



Posted on

CareTrust REIT Announces Second Quarter 2026 Operating Results; Increases 2026 Guidance

CareTrust REIT Announces Second Quarter 2026 Operating Results; Increases 2026 Guidance

Conference Call Scheduled for Friday, August 7, 2026 at 11:00 am ET

DANA POINT, Calif.–(BUSINESS WIRE)–
CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter ended June 30, 2026, as well as other recent events.

For the quarter, CareTrust reported:

  • Net income of $89.0 million and net income per diluted weighted average share of $0.38, an increase of $0.03, or 9%, over the prior year quarter;

  • Normalized FFO of $119.7 million and Normalized FFO per diluted weighted average share of $0.51, an increase of $0.08, or 19%, over the prior year quarter;

  • Normalized FAD of $118.5 million and Normalized FAD per diluted weighted average share of $0.51, an increase of $0.08, or 19%, over the prior year quarter;

  • $899.6 million of investment activity closed at a blended stabilized yield of 8.9%;

  • $578.2 million of gross proceeds from a forward equity offering, which remain unsettled;

  • $363.6 million of gross proceeds from settlement of equity forward contracts under the ATM Program;

  • Net Debt to Annualized Normalized Run Rate EBITDA of 1.01x;

  • 100.0% collection of contractual rent and interest; and

  • A quarterly dividend of $0.39 per share, representing a payout ratio of approximately 76% of Normalized FAD.

Since quarter end, CareTrust reports:

  • $307.9 million of investment activity closed at a blended stabilized yield of 7.8%;

  • A $540 million investment pipeline;

  • $605 million available under its $1.2 billion unsecured revolving credit facility as of August 6, 2026;

  • $90 million of cash on hand as of August 5, 2026; and

  • $671 million in gross proceeds outstanding under equity forward contracts.

CareTrust’s Chief Executive Officer, Dave Sedgwick, commented, “Q2 was another record quarter for CareTrust on many fronts, carrying forward the momentum we’ve generated over the past few years. Year-to-date, we’ve deployed approximately $1.5 billion at a blended stabilized yield of roughly 8.7%. With a reloaded pipeline of $540 million, a fortress balance sheet, the team stronger than ever before, the opportunity set expanded, and great relationships with partners and new and existing high-quality operators, there has simply never been a more exciting time for CareTrust.”

Financial Results for Quarter Ended June 30, 2026

For the second quarter, CareTrust reported net income of $89.0 million, or $0.38 per diluted weighted-average common share, Normalized FFO of $119.7 million, or $0.51 per diluted weighted-average common share, and Normalized FAD of $118.5 million, or $0.51 per diluted weighted-average common share.

Liquidity

As of quarter end, CareTrust reported Net Debt-to-Annualized Normalized Run Rate EBITDA of 1.01x, and a net debt-to-enterprise value of approximately 5.4%. Derek Bunker, CareTrust’s Chief Financial Officer, stated that as of today the Company has $595 million in borrowings outstanding on its $1.2 billion unsecured revolving credit facility, with no scheduled debt maturities prior to 2028, and approximately $785.8 million available for future issuances under the ATM Program. He also reported that CareTrust currently has approximately $90 million in cash on hand and $671 million in gross proceeds outstanding under unsettled equity forward contracts.

Increased 2026 Guidance

The Company provided updated guidance for 2026, projecting net income attributable to CareTrust of approximately $1.53 to $1.56 per share, Normalized FFO of approximately $2.03 to $2.06 per share, and Normalized FAD of approximately $2.01 to $2.04 per share. Mr. Bunker commented, “The midpoints of our new Normalized FFO and Normalized FAD guidance represent increases of 16.2% and 15.1%, respectively, over 2025 results. Our liquidity and capital access remain in great shape, giving us the flexibility to keep funding investments at our current pace. Between a balance sheet built for optionality and deep relationships across capital markets, we have real competitive advantages that provide runway to keep pursuing external growth aggressively.”

Mr. Bunker noted that full year 2026 guidance is based on a weighted average diluted share count of 233 million shares, and assumes the following:

  • No new investments, loans, or dispositions beyond those made year-to-date;

  • No new debt or equity issuances beyond those made year-to-date;

  • 2.5% inflation-based rent escalators under long-term triple net leases;

  • $147 million of loans to be fully repaid throughout the year; and

  • No material change in the GBP:USD spot exchange rate.

Dividend Maintained

During the quarter, CareTrust declared a quarterly dividend of $0.39 per common share. On an annualized basis, the payout ratio was approximately 76% based on second quarter 2026 Normalized FFO, and 76% based on second quarter 2026 Normalized FAD.

Conference Call

A conference call will be held on Friday, August 7, 2026, at 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time), during which CareTrust’s management will discuss second quarter 2026 results, recent developments and other matters. The toll-free dial-in number is 1 (833) 461-5787 or toll dial-in number is 1 (585) 542-9983 and the conference ID number is 615613867. The live audio webcast of the earnings conference call will be available on the Investors section of CareTrust’s website at investor.caretrustreit.com/events-and-presentations. To view any financial or other statistical information required by SEC Regulation G, please visit the Investors section of the CareTrust REIT website at http://investor.caretrustreit.com. This call will be recorded and will be available for replay via the website for 30 days following the call.

About CareTrust™

CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition, development and leasing of skilled nursing, seniors housing and other healthcare-related properties. With a portfolio of long-term net-leased properties spanning the United States and United Kingdom, and a growing portfolio of quality operators leasing them, CareTrust REIT is pursuing both external and organic growth opportunities across the United States and internationally. More information about CareTrust REIT is available at www.caretrustreit.com.

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

This press release contains, and the related conference call will include, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the Company’s intent, belief or expectations, including, but not limited to, statements regarding the following: access to capital; investment activity; growth prospects; and operating and financial performance, including our fiscal year 2026 guidance and the assumptions set forth therein.

Words such as “anticipate,” “believe,” “could,” “expect,” “estimate,” “intend,” “may,” “plan,” “seek,” “should,” “will,” “would,” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. The Company’s forward-looking statements are based on management’s current expectations and beliefs, and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, the Company can give no assurance that its expectations will be attained. Factors which could have a material adverse effect on the Company’s operations and future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to: (i) the ability of our tenants, managers, and borrowers to successfully operate our properties and to meet and/or perform their obligations under the agreements we have entered into with them, including without limitation, their respective obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (ii) the impact of unstable market and economic conditions; (iii) the impact of healthcare reform legislation, including reimbursement rates and potential minimum staffing level requirements, on the operating results and financial conditions of our tenants, managers, and borrowers; (iv) the consequences of bankruptcy, insolvency or financial deterioration of our tenants, managers and borrowers; (v) the ability and willingness of our tenants, managers and borrowers to renew their agreements with us, and our ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant or manager; (vi) the risk that we may have to incur impairment charges related to any asset sales if we are unable to sell such assets at the prices we expect; (vii) the impact of public health crises; (viii) the availability of and the ability to identify (a) tenants and managers who meet our credit and operating standards, and (b) suitable acquisition opportunities and the ability to acquire and lease the respective properties to such tenants and managers on favorable terms; (ix) the intended benefits of our acquisition of Care REIT plc (“Care REIT”) may not be realized, and the additional risks we will be subject to from our investment in Care REIT and any other international investments; (x) the additional operational and legal risks associated with our properties managed in a RIDEA structure; (xi) the impact of the unfavorable resolution of litigation or disputes and rising liability and insurance costs as a result thereof or other market factors; (xii) the ability to retain our key management personnel; (xiii) the ability to maintain our status as a real estate investment trust (“REIT”); (xiv) changes in the U.S. and U.K. tax law and other state, federal or local laws, whether or not specific to REITs; (xv) the ability to generate sufficient cash flows to service our outstanding indebtedness; (xvi) access to debt and equity capital markets; (xvii) fluctuating interest and currency rates; (xviii) risks and challenges related to our use of, or inability to use, artificial intelligence; and (xix) any additional factors included under Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (the “SEC”).

This press release and the related conference call provide information about the Company’s financial results as of and for the quarter ended June 30, 2026 and is provided as of the date hereof, unless specifically stated otherwise. The Company expressly disclaims any obligation to update or revise any information in this press release or the related conference call (and replays thereof), including forward-looking statements, whether to reflect any change in the Company’s expectations, any change in events, conditions or circumstances, or otherwise.

As used in this press release or the related conference call, unless the context requires otherwise, references to “CTRE,” “CareTrust,” “CareTrust REIT” or the “Company” refer to CareTrust REIT, Inc. and its consolidated subsidiaries. GAAP refers to generally accepted accounting principles in the United States of America.

CARETRUST REIT, INC.

CONSOLIDATED INCOME STATEMENTS

(in thousands, except per share data)

(Unaudited)

 

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

 

2026

2025

2026

2025

Revenues:

 

 

 

 

Rental income

$

118,205

 

$

86,033

 

$

232,401

 

$

157,679

 

Resident fees and services

 

4,643

 

 

—

 

 

8,495

 

 

—

 

Interest income from financing receivables

 

11,696

 

 

2,886

 

 

14,474

 

 

5,693

 

Interest income from other real estate related investments and other income

 

26,804

 

 

23,550

 

 

48,761

 

 

45,718

 

Total revenues

 

161,348

 

 

112,469

 

 

304,131

 

 

209,090

 

Expenses:

 

 

 

 

Depreciation and amortization

 

30,362

 

 

21,215

 

 

59,792

 

 

39,056

 

Interest expense

 

15,324

 

 

13,038

 

 

26,566

 

 

19,707

 

Property taxes and insurance

 

2,163

 

 

2,117

 

 

4,616

 

 

4,182

 

Senior housing operating expenses

 

3,732

 

 

—

 

 

6,838

 

 

—

 

Transaction costs

 

352

 

 

61

 

 

559

 

 

949

 

Provision for loan losses

 

4,671

 

 

—

 

 

4,671

 

 

—

 

Property operating (recoveries) expenses

 

(4

)

 

938

 

 

292

 

 

1,043

 

General and administrative

 

15,777

 

 

12,549

 

 

30,114

 

 

21,572

 

Total expenses

 

72,377

 

 

49,918

 

 

133,448

 

 

86,509

 

Other income:

 

 

 

 

Gain on sale of real estate, net

 

—

 

 

—

 

 

—

 

 

3,876

 

Unrealized gain on other real estate related investments, net

 

1,725

 

 

1,968

 

 

1,732

 

 

3,255

 

Gain on foreign currency transactions, net

 

75

 

 

4,413

 

 

132

 

 

4,413

 

Total other income

 

1,800

 

 

6,381

 

 

1,864

 

 

11,544

 

Income before income tax expense

 

90,771

 

 

68,932

 

 

172,547

 

 

134,125

 

Income tax expense

 

(2,535

)

 

(1,030

)

 

(4,806

)

 

(1,030

)

Net income

 

88,236

 

 

67,902

 

 

167,741

 

 

133,095

 

Net loss attributable to noncontrolling interests

 

(760

)

 

(643

)

 

(1,465

)

 

(1,252

)

Net income attributable to CareTrust REIT, Inc.

$

88,996

 

$

68,545

 

$

169,206

 

$

134,347

 

 

 

 

 

 

Earnings per common share attributable to CareTrust REIT, Inc.:

 

 

 

 

Basic

$

0.38

 

$

0.36

 

$

0.74

 

$

0.71

 

Diluted

$

0.38

 

$

0.35

 

$

0.74

 

$

0.70

 

 

 

 

 

 

Weighted-average number of common shares:

 

 

 

 

Basic

 

233,751

 

 

192,444

 

 

228,412

 

 

189,813

 

Diluted

 

234,244

 

 

192,851

 

 

229,129

 

 

190,130

 

Dividends declared per common share

$

0.39

 

$

0.335

 

$

0.78

 

$

0.67

 
 

CARETRUST REIT, INC.

RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES

(in thousands and unaudited)
 

 

Three Months Ended

June 30,

Six Months Ended

June 30,

 

2026

2025

2026

2025

 

 

 

 

 

Net income attributable to CareTrust REIT, Inc.

$

88,996

 

$

68,545

 

$

169,206

 

$

134,347

 

Depreciation and amortization

 

30,362

 

 

21,215

 

 

59,792

 

 

39,056

 

Noncontrolling interests’ share of real estate related depreciation and amortization

 

(2,844

)

 

(2,513

)

 

(5,656

)

 

(4,736

)

Interest expense

 

15,324

 

 

13,038

 

 

26,566

 

 

19,707

 

Income tax expense

 

2,535

 

 

1,030

 

 

4,806

 

 

1,030

 

Amortization of stock-based compensation

 

3,023

 

 

1,945

 

 

6,207

 

 

5,038

 

Amortization of stock-based compensation related to extraordinary incentive plan

 

—

 

 

1,081

 

 

264

 

 

1,897

 

EBITDA attributable to CareTrust REIT, Inc.

 

137,396

 

 

104,341

 

 

261,185

 

 

196,339

 

Gain on foreign currency transactions, net

 

—

 

 

(4,413

)

 

—

 

 

(4,413

)

Provision for loan losses

 

4,671

 

 

—

 

 

4,671

 

 

—

 

Property operating (recoveries) expenses

 

(4

)

 

1,090

 

 

299

 

 

985

 

Gain on sale of real estate, net

 

—

 

 

—

 

 

—

 

 

(3,876

)

Non-routine transaction costs

 

352

 

 

61

 

 

559

 

 

949

 

Unrealized gain on other real estate related investments, net

 

(1,725

)

 

(1,968

)

 

(1,732

)

 

(3,255

)

Normalized EBITDA attributable to CareTrust REIT, Inc.

 

140,690

 

 

99,111

 

$

264,982

 

$

186,729

 

Full impact of quarterly investments[1]

 

4,137

 

 

10,126

 

 

 

Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc.

$

144,827

 

$

109,237

 

 

 

 

 

 

 

 

[1] Quarterly adjustments give effect to the investments completed and loans receivable pay downs during the three months ended for the respective period as though such investments and pay downs were completed as of the beginning of the period.

 

 

 

 

 

NET DEBT TO ANNUALIZED NORMALIZED RUN RATE EBITDA RECONCILIATION

(in thousands and unaudited)

 

Three Months Ended

June 30,

 

 

 

2026

2025

 

 

Total debt

$

1,210,000

 

$

1,161,990

 

 

 

Cash, cash equivalents, restricted cash and escrow deposits on acquisitions of real estate

 

(49,267

)

 

(306,051

)

 

 

Net proceeds from forward equity offering and ATM forward[1]

 

(576,958

)

 

—

 

 

 

Net Debt

$

583,775

 

$

855,939

 

 

 

Annualized Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc.[2]

$

579,308

 

$

436,948

 

 

 

Net Debt to Annualized Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc.

1.01x

2.0x

 

 

[1] Assumes the net proceeds from the future expected settlement of shares sold under forward equity offering and forward equity contracts through the Company’s ATM program reduces outstanding debt and assumes the shares were issued.

[2] Annualized Normalized Run Rate EBITDA is calculated as Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. for the quarter multiplied by four (4).

 

 

 

 

 

CARETRUST REIT, INC.

RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES (continued)

(in thousands and unaudited)

 

Three Months Ended

June 30,

Six Months Ended

June 30,

 

2026

2025

2026

2025

 

 

 

 

 

Net income attributable to CareTrust REIT, Inc.

$

88,996

 

$

68,545

 

$

169,206

 

$

134,347

 

Real estate related depreciation and amortization

 

30,212

 

 

21,208

 

 

59,495

 

 

39,041

 

Noncontrolling interests’ share of real estate related depreciation and amortization

 

(2,844

)

 

(2,513

)

 

(5,656

)

 

(4,736

)

Gain on sale of real estate, net

 

—

 

 

—

 

 

—

 

 

(3,876

)

FFO attributable to CareTrust REIT, Inc.

 

116,364

 

 

87,240

 

 

223,045

 

 

164,776

 

Gain on foreign currency transactions, net

 

—

 

 

(4,413

)

 

—

 

 

(4,413

)

Provision for loan losses

 

4,671

 

 

—

 

 

4,671

 

 

—

 

Property operating (recoveries) expenses

 

(4

)

 

1,090

 

 

299

 

 

985

 

Non-routine transaction costs

 

352

 

 

61

 

 

559

 

 

949

 

Amortization of stock-based compensation related to extraordinary incentive plan

 

—

 

 

1,081

 

 

264

 

 

1,897

 

Unrealized gain on other real estate related investments, net

 

(1,725

)

 

(1,968

)

 

(1,732

)

 

(3,255

)

Normalized FFO attributable to CareTrust REIT, Inc.

$

119,658

 

$

83,091

 

$

227,106

 

$

160,939

 
 

CARETRUST REIT, INC.

RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES (continued)

(in thousands, except per share data)

(Unaudited)

 

Three Months Ended

June 30,

Six Months Ended

June 30,

 

2026

2025

2026

2025

 

 

 

 

 

Net income attributable to CareTrust REIT, Inc.

$

88,996

 

$

68,545

 

$

169,206

 

$

134,347

 

Real estate related depreciation and amortization

 

30,212

 

 

21,208

 

 

59,495

 

 

39,041

 

Noncontrolling interests’ share of real estate related depreciation and amortization

 

(2,844

)

 

(2,513

)

 

(5,656

)

 

(4,736

)

Amortization of deferred financing fees

 

1,121

 

 

984

 

 

2,241

 

 

1,898

 

Amortization of stock-based compensation

 

3,023

 

 

1,945

 

 

6,207

 

 

5,038

 

Amortization of stock-based compensation related to extraordinary incentive plan

 

—

 

 

1,081

 

 

264

 

 

1,897

 

Straight-line rental income

 

(4,184

)

 

(1,760

)

 

(8,027

)

 

(1,753

)

Amortization of lease incentives

 

49

 

 

48

 

 

98

 

 

96

 

Noncontrolling interests’ share of amortization of lease incentives

 

(23

)

 

(24

)

 

(47

)

 

(48

)

Amortization of above and below market leases

 

(43

)

 

(972

)

 

(42

)

 

(1,898

)

Noncontrolling interests’ share of amortization of below market leases

 

—

 

 

463

 

 

—

 

 

926

 

Non-cash interest income

 

(1,129

)

 

(703

)

 

(1,477

)

 

(1,326

)

Gain on sale of real estate, net

 

—

 

 

—

 

 

—

 

 

(3,876

)

FAD attributable to CareTrust REIT, Inc.

 

115,178

 

 

88,302

 

 

222,262

 

 

169,606

 

Gain on foreign currency transactions, net

 

—

 

 

(4,413

)

 

—

 

 

(4,413

)

Provision for loan losses

 

4,671

 

 

—

 

 

4,671

 

 

—

 

Property operating (recoveries) expenses

 

(4

)

 

1,090

 

 

299

 

 

985

 

Non-routine transaction costs

 

352

 

 

61

 

 

559

 

 

949

 

Unrealized gain on other real estate related investments, net

 

(1,725

)

 

(1,968

)

 

(1,732

)

 

(3,255

)

Normalized FAD attributable to CareTrust REIT, Inc.

$

118,472

 

$

83,072

 

$

226,059

 

$

163,872

 

 

 

 

 

 

FFO per share attributable to CareTrust REIT, Inc.

$

0.50

 

$

0.45

 

$

0.97

 

$

0.87

 

Normalized FFO per share attributable to CareTrust REIT, Inc.

$

0.51

 

$

0.43

 

$

0.99

 

$

0.85

 

 

 

 

 

 

FAD per share attributable to CareTrust REIT, Inc.

$

0.49

 

$

0.46

 

$

0.97

 

$

0.89

 

Normalized FAD per share attributable to CareTrust REIT, Inc.

$

0.51

 

$

0.43

 

$

0.99

 

$

0.86

 

Diluted weighted average shares outstanding [1]

 

234,348

 

 

193,055

 

 

229,281

 

 

190,329

 

 

 

 

 

 

[1] For the periods presented, the diluted weighted average shares have been calculated using the treasury stock method.

CARETRUST REIT, INC.

CONSOLIDATED INCOME STATEMENTS – 5 QUARTER TREND

(in thousands, except per share data)

(Unaudited)

 

Quarter

Quarter

Quarter

Quarter

Quarter

 

Ended

Ended

Ended

Ended

Ended

 

June 30,

2025

September 30,

2025

December 31,

2025

March 31,

2026

June 30,

2026

Revenues:

 

 

 

 

 

Rental income

$

86,033

 

$

104,265

 

$

106,250

 

$

114,196

 

$

118,205

 

Resident fees and services

 

—

 

 

—

 

 

1,225

 

 

3,852

 

 

4,643

 

Interest income from financing receivables

 

2,886

 

 

2,908

 

 

2,891

 

 

2,778

 

 

11,696

 

Interest income from other real estate related investments and other income

 

23,550

 

 

25,271

 

 

24,493

 

 

21,957

 

 

26,804

 

Total revenues

 

112,469

 

 

132,444

 

 

134,859

 

 

142,783

 

 

161,348

 

Expenses:

 

 

 

 

 

Depreciation and amortization

 

21,215

 

 

26,693

 

 

27,142

 

 

29,430

 

 

30,362

 

Interest expense

 

13,038

 

 

12,622

 

 

11,378

 

 

11,242

 

 

15,324

 

Property taxes and insurance

 

2,117

 

 

2,326

 

 

2,260

 

 

2,453

 

 

2,163

 

Senior housing operating expenses

 

—

 

 

—

 

 

952

 

 

3,106

 

 

3,732

 

Impairment of real estate investments

 

—

 

 

452

 

 

2,031

 

 

—

 

 

—

 

Transaction costs

 

61

 

 

560

 

 

3,820

 

 

207

 

 

352

 

Provision for loan losses

 

—

 

 

—

 

 

—

 

 

—

 

 

4,671

 

Property operating expenses (recoveries)

 

938

 

 

279

 

 

(1,460

)

 

296

 

 

(4

)

General and administrative

 

12,549

 

 

15,420

 

 

15,473

 

 

14,337

 

 

15,777

 

Total expenses

 

49,918

 

 

58,352

 

 

61,596

 

 

61,071

 

 

72,377

 

Other income (loss):

 

 

 

 

 

Other income, net

 

—

 

 

—

 

 

4,350

 

 

—

 

 

—

 

Loss on extinguishment of debt

 

—

 

 

(390

)

 

—

 

 

—

 

 

—

 

Gain on sale of real estate, net

 

—

 

 

—

 

 

27,672

 

 

—

 

 

—

 

Unrealized gain on other real estate related investments, net

 

1,968

 

 

3,603

 

 

8,973

 

 

7

 

 

1,725

 

Gain (loss) on foreign currency transactions

 

4,413

 

 

(298

)

 

(103

)

 

57

 

 

75

 

Total other income

 

6,381

 

 

2,915

 

 

40,892

 

 

64

 

 

1,800

 

Income before income tax expense

 

68,932

 

 

77,007

 

 

114,155

 

 

81,776

 

 

90,771

 

Income tax expense

 

(1,030

)

 

(2,077

)

 

(1,894

)

 

(2,271

)

 

(2,535

)

Net income

 

67,902

 

 

74,930

 

 

112,261

 

 

79,505

 

 

88,236

 

Net (loss) income attributable to noncontrolling interests

 

(643

)

 

29

 

 

971

 

 

(705

)

 

(760

)

Net income attributable to CareTrust REIT, Inc.

$

68,545

 

$

74,901

 

$

111,290

 

$

80,210

 

$

88,996

 

 

 

 

 

 

 

Diluted earnings per share attributable to CareTrust REIT, Inc.

$

0.35

 

$

0.35

 

$

0.50

 

$

0.36

 

$

0.38

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

192,851

 

 

212,271

 

223,345

 

 

223,955

 

234,244
 

CARETRUST REIT, INC.

RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES – 5 QUARTER TREND

(in thousands)

(Unaudited)

 

Quarter

Quarter

Quarter

Quarter

Quarter

 

Ended

Ended

Ended

Ended

Ended

 

June 30,

2025

September 30,

2025

December 31,

2025

March 31,

2026

June 30,

2026

 

 

 

 

 

 

Net income attributable to CareTrust REIT, Inc.

$

68,545

 

$

74,901

 

$

111,290

 

$

80,210

 

$

88,996

 

Depreciation and amortization

 

21,215

 

 

24,309

 

 

27,142

 

 

29,430

 

 

30,362

 

Noncontrolling interests’ share of real estate related depreciation and amortization

 

(2,513

)

 

(2,796

)

 

(2,876

)

 

(2,812

)

 

(2,844

)

Interest expense

 

13,038

 

 

12,622

 

 

11,378

 

 

11,242

 

 

15,324

 

Income tax expense

 

1,030

 

 

2,077

 

 

1,894

 

 

2,271

 

 

2,535

 

Amortization of stock-based compensation[1]

 

1,945

 

 

1,700

 

 

28

 

 

3,184

 

 

3,023

 

Amortization of stock-based compensation related to extraordinary incentive plan

 

1,081

 

 

793

 

 

793

 

 

264

 

 

—

 

EBITDA attributable to CareTrust REIT, Inc.

 

104,341

 

 

113,606

 

 

149,649

 

 

123,789

 

 

137,396

 

Impairment of real estate investments

 

—

 

 

452

 

 

2,031

 

 

—

 

 

—

 

(Gain) loss on foreign currency transactions, net

 

(4,413

)

 

298

 

 

103

 

 

—

 

 

—

 

Provision for loan losses

 

—

 

 

—

 

 

—

 

 

—

 

 

4,671

 

Property operating expenses (recoveries)

 

1,090

 

 

402

 

 

(1,561

)

 

303

 

 

(4

)

Gain on sale of real estate, net

 

—

 

 

—

 

 

(27,672

)

 

—

 

 

—

 

Loss on extinguishment of debt

 

—

 

 

390

 

 

—

 

 

—

 

 

—

 

Non-routine transaction costs

 

61

 

 

560

 

 

3,820

 

 

207

 

 

352

 

Accelerated amortization of lease intangibles, net of noncontrolling interests’ share

 

—

 

 

(1,023

)

 

—

 

 

—

 

 

—

 

Qualifying retirement benefits

 

—

 

 

—

 

 

1,896

 

 

—

 

 

—

 

Other expenses

 

—

 

 

—

 

 

359

 

 

—

 

 

—

 

Other income, net of NCI share[2]

 

—

 

 

—

 

 

(2,171

)

 

—

 

 

—

 

Unrealized gain on other real estate related investments, net

 

(1,968

)

 

(3,603

)

 

(8,973

)

 

(7

)

 

(1,725

)

Normalized EBITDA attributable to CareTrust REIT, Inc.

$

99,111

 

$

111,082

 

$

117,481

 

$

124,292

 

$

140,690

 

Net income attributable to CareTrust REIT, Inc.

$

68,545

 

$

74,901

 

$

111,290

 

$

80,210

 

$

88,996

 

Real estate related depreciation and amortization

 

21,208

 

 

24,303

 

 

27,046

 

 

29,283

 

 

30,212

 

Noncontrolling interests’ share of real estate related depreciation and amortization

 

(2,513

)

 

(2,796

)

 

(2,876

)

 

(2,812

)

 

(2,844

)

Impairment of real estate investments

 

—

 

 

452

 

 

2,031

 

 

—

 

 

—

 

Gain on sale of real estate, net

 

—

 

 

—

 

 

(27,672

)

 

—

 

 

—

 

FFO attributable to CareTrust REIT, Inc.

 

87,240

 

 

96,860

 

 

109,819

 

 

106,681

 

 

116,364

 

(Gain) loss on foreign currency transactions, net

 

(4,413

)

 

298

 

 

103

 

 

—

 

 

—

 

Accelerated amortization of lease intangibles, net of noncontrolling interests’ share

 

—

 

 

(1,023

)

 

—

 

 

—

 

 

—

 

Provision for loan losses

 

—

 

 

—

 

 

—

 

 

—

 

 

4,671

 

Property operating expenses (recoveries)

 

1,090

 

 

402

 

 

(1,561

)

 

303

 

 

(4

)

Non-routine transaction costs

 

61

 

 

560

 

 

3,820

 

 

207

 

 

352

 

Loss on extinguishment of debt

 

—

 

 

390

 

 

—

 

 

—

 

 

—

 

Amortization of stock-based compensation related to extraordinary incentive plan

 

1,081

 

 

793

 

 

793

 

 

264

 

 

—

 

Qualifying retirement benefits

 

—

 

 

—

 

 

1,896

 

 

—

 

 

—

 

Other expenses

 

—

 

 

—

 

 

359

 

 

—

 

 

—

 

Other income, net of NCI share[2]

 

—

 

 

—

 

 

(2,171

)

 

—

 

 

—

 

Unrealized gain on other real estate related investments, net

 

(1,968

)

 

(3,603

)

 

(8,973

)

 

(7

)

 

(1,725

)

Normalized FFO attributable to CareTrust REIT, Inc.

$

83,091

 

$

94,677

 

$

104,085

 

$

107,448

 

$

119,658

 

 

 

 

 

 

 

[1] A portion of the amortization of stock-based compensation for the three months ended December 31, 2025, was moved to Qualifying retirement benefits to represent the amount of accelerated stock-based compensation recorded during the twelve months ended December 31, 2025 related to an employee that met authorized retirement in the period.

[2] Other income, net of NCI share represents a fee received in connection with the release of a facility from a purchase agreement, net of commission fees paid.

CARETRUST REIT, INC.

RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES – 5 QUARTER TREND (continued)

(in thousands, except per share data)

(Unaudited)

 

Quarter

Quarter

Quarter

Quarter

Quarter

 

Ended

Ended

Ended

Ended

Ended

 

June 30,

2025

September 30,

2025

December 31,

2025

March 31,

2026

June 30,

2026

 

 

 

 

 

 

Net income attributable to CareTrust REIT, Inc.

$

68,545

 

$

74,901

 

$

111,290

 

$

80,210

 

$

88,996

 

Real estate related depreciation and amortization

 

21,208

 

 

24,303

 

 

27,046

 

 

29,283

 

 

30,212

 

Noncontrolling interests’ share of real estate related depreciation and amortization

 

(2,513

)

 

(2,796

)

 

(2,876

)

 

(2,812

)

 

(2,844

)

Amortization of deferred financing fees

 

984

 

 

1,121

 

 

1,121

 

 

1,120

 

 

1,121

 

Amortization of stock-based compensation

 

1,945

 

 

1,700

 

 

28

 

 

3,184

 

 

3,023

 

Amortization of stock-based compensation related to extraordinary incentive plan

 

1,081

 

 

793

 

 

793

 

 

264

 

 

—

 

Straight-line rental income

 

(1,760

)

 

(3,419

)

 

(3,581

)

 

(3,843

)

 

(4,184

)

Amortization of lease incentives

 

48

 

 

48

 

 

49

 

 

49

 

 

49

 

Noncontrolling interests’ share of amortization of lease incentives

 

(24

)

 

(24

)

 

(24

)

 

(24

)

 

(23

)

Amortization of above and below market leases

 

(972

)

 

(390

)

 

(81

)

 

1

 

 

(43

)

Noncontrolling interests’ share of amortization of below market leases

 

463

 

 

154

 

 

—

 

 

—

 

 

—

 

Accelerated amortization of lease intangibles, net of noncontrolling interests’ share

 

—

 

 

(1,023

)

 

—

 

 

—

 

 

—

 

Non-cash interest income

 

(703

)

 

(724

)

 

1,417

 

 

(348

)

 

(1,129

)

Impairment of real estate investments

 

—

 

 

452

 

 

2,031

 

 

—

 

 

—

 

Gain on sale of real estate, net

 

—

 

 

—

 

 

(27,672

)

 

—

 

 

—

 

FAD attributable to CareTrust REIT, Inc.

 

88,302

 

 

95,096

 

 

109,541

 

 

107,084

 

 

115,178

 

(Gain) loss on foreign currency transactions, net

 

(4,413

)

 

298

 

 

103

 

 

—

 

 

—

 

Provision for loan losses

 

—

 

 

—

 

 

—

 

 

—

 

 

4,671

 

Property operating expenses (recoveries)

 

1,090

 

 

402

 

 

(1,561

)

 

303

 

 

(4

)

Non-routine transaction costs

 

61

 

 

560

 

 

3,820

 

 

207

 

 

352

 

Loss on extinguishment of debt

 

—

 

 

390

 

 

—

 

 

—

 

 

—

 

Qualifying retirement benefits

 

—

 

 

—

 

 

1,896

 

 

—

 

 

—

 

Other expenses

 

—

 

 

—

 

 

359

 

 

—

 

 

—

 

Other income, net of NCI share

 

—

 

 

—

 

 

(2,171

)

 

—

 

 

—

 

Unrealized gain on other real estate related investments, net

 

(1,968

)

 

(3,603

)

 

(8,973

)

 

(7

)

 

(1,725

)

Normalized FAD attributable to CareTrust REIT, Inc.

$

83,072

 

$

93,143

 

$

103,014

 

$

107,587

 

$

118,472

 

FFO per share attributable to CareTrust REIT, Inc.

$

0.45

 

$

0.46

 

$

0.49

 

$

0.48

 

$

0.50

 

Normalized FFO per share attributable to CareTrust REIT, Inc.

$

0.43

 

$

0.45

 

$

0.47

 

$

0.48

 

$

0.51

 

FAD per share attributable to CareTrust REIT, Inc.

$

0.46

 

$

0.45

 

$

0.49

 

$

0.48

 

$

0.49

 

Normalized FAD per share attributable to CareTrust REIT, Inc.

$

0.43

 

$

0.44

 

$

0.46

 

$

0.48

 

$

0.51

 

Diluted weighted average shares outstanding [1]

 

193,055

 

 

212,575

 

 

223,721

 

 

224,155

 

 

234,348

 

 

 

 

 

 

 

[1] For the periods presented, the diluted weighted average shares have been calculated using the treasury stock method.

CARETRUST REIT, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)

 

June 30, 2026

December 31, 2025

Assets:

 

 

Real estate investments, net

$

4,062,841

 

$

3,709,576

 

Financing receivables, net (includes $92,899 and $92,193 at fair value as of June 30, 2026 and December 31, 2025, respectively)

 

556,155

 

 

92,193

 

Other real estate related investments, net (including accrued interest of $9,135 and $5,759 as of June 30, 2026 and December 31, 2025, respectively)

 

1,148,485

 

 

899,262

 

Cash and cash equivalents

 

47,591

 

 

198,042

 

Restricted cash

 

1,676

 

 

—

 

Accounts and other receivables

 

17,966

 

 

10,368

 

Prepaid expenses and other assets, net

 

87,358

 

 

230,427

 

Deferred financing costs, net

 

7,179

 

 

8,568

 

Total assets

$

5,929,251

 

$

5,148,436

 

 

 

 

Liabilities and Equity:

 

 

Senior unsecured notes payable, net

$

398,260

 

$

397,816

 

Senior unsecured term loan, net

 

496,811

 

 

496,404

 

Unsecured revolving credit facility

 

310,000

 

 

—

 

Accounts payable, accrued liabilities and deferred rent liabilities

 

118,673

 

 

120,442

 

Dividends and distributions payable

 

92,253

 

 

74,806

 

Total liabilities

 

1,415,997

 

 

1,089,468

 

 

 

 

Redeemable noncontrolling interests

 

13,322

 

 

18,156

 

 

 

 

Equity:

 

 

Common stock

 

2,360

 

 

2,227

 

Additional paid-in capital

 

4,996,230

 

 

4,518,977

 

Cumulative distributions in excess of earnings

 

(503,199

)

 

(491,796

)

Accumulated other comprehensive (loss) income

 

(3,998

)

 

5,872

 

Total stockholders’ equity

 

4,491,393

 

 

4,035,280

 

Noncontrolling interests

 

8,539

 

 

5,532

 

Total equity

 

4,499,932

 

 

4,040,812

 

Total liabilities and equity

$

5,929,251

 

$

5,148,436

 
 

CARETRUST REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

 

For the Six Months Ended June 30,

 

2026

2025

Cash flows from operating activities:

 

 

Net income

$

167,741

 

$

133,095

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

Depreciation and amortization (including below-market ground leases)

 

59,877

 

 

39,122

 

Amortization of deferred financing costs

 

2,241

 

 

1,898

 

Unrealized gain on other real estate related investments, net

 

(1,732

)

 

(3,255

)

Amortization of stock-based compensation

 

6,471

 

 

6,935

 

Straight-line rental income

 

(8,027

)

 

(1,753

)

Amortization of lease incentives

 

98

 

 

97

 

Amortization of above and below market leases

 

(43

)

 

(1,899

)

Noncash interest income

 

(4,861

)

 

(1,581

)

Gain on sale of real estate, net

 

—

 

 

(3,876

)

Provision for loan losses

 

4,671

 

 

—

 

Change in operating assets and liabilities:

 

 

Accounts and other receivables

 

(648

)

 

573

 

Prepaid expenses and other assets, net

 

(4,152

)

 

(459

)

Accounts payable, accrued liabilities and deferred rent liabilities

 

3,478

 

 

3,260

 

Net cash provided by operating activities

 

225,114

 

 

172,157

 

Cash flows from investing activities:

 

 

Acquisitions of real estate, net of deposits applied

 

(270,765

)

 

(820,046

)

Purchases of equipment, furniture and fixtures and improvements to real estate

 

(7,427

)

 

(6,783

)

Investment in real estate related investments and other loans receivable

 

(258,519

)

 

(21,715

)

Preferred equity investments

 

—

 

 

(30,000

)

Investment in financing receivables

 

(467,129

)

 

—

 

Principal payments received on real estate related investments and other loans receivable

 

15,052

 

 

9,857

 

Escrow deposits for potential acquisitions of real estate

 

(1,910

)

 

(1,020

)

Net proceeds from sales of real estate

 

—

 

 

44,401

 

Net cash used in investing activities

 

(990,698

)

 

(825,306

)

Cash flows from financing activities:

 

 

Proceeds from the issuance of common stock, net

 

484,337

 

 

365,282

 

Proceeds from the issuance of senior unsecured term loan

 

—

 

 

500,000

 

Borrowings under unsecured revolving credit facility

 

660,000

 

 

525,000

 

Payments on unsecured revolving credit facility

 

(350,000

)

 

(525,000

)

Payments of deferred financing costs

 

—

 

 

(4,189

)

Net-settle adjustment on restricted stock

 

(10,490

)

 

(3,325

)

Dividends paid on common stock

 

(163,257

)

 

(117,440

)

Contributions from noncontrolling interests

 

1,184

 

 

6,888

 

Distributions to noncontrolling interests

 

(4,382

)

 

(2,157

)

Net cash provided by financing activities

 

617,392

 

 

745,059

 

Effect of foreign currency translation

 

(583

)

 

319

 

Net (decrease) increase in cash and cash equivalents

 

(148,775

)

 

92,229

 

Cash, cash equivalents and restricted cash as of the beginning of period

 

198,042

 

 

213,822

 

Cash, cash equivalents and restricted cash as of the end of period

$

49,267

 

$

306,051

 
 

CARETRUST REIT, INC.

DEBT SUMMARY

(dollars in thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2026

 

Interest

 

Maturity

 

 

 

% of

Deferred

 

Net Carrying

Debt

Rate

 

Date

 

Principal

 

Principal

Loan Costs

 

Value

 

 

 

 

 

 

 

 

 

 

 

Fixed Rate Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior unsecured notes payable

3.875

%

 

2028

 

$

400,000

 

33.1

%

$

(1,740

)

 

$

398,260

Senior unsecured term loan

4.630

%

[1]

2030

 

 

500,000

 

41.3

%

 

(3,189

)

 

 

496,811

 

4.294

%

 

 

 

 

900,000

 

74.4

%

 

(4,929

)

 

 

895,071

 

 

 

 

 

 

 

 

 

 

 

Floating Rate Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured revolving credit facility

4.670

%

[2]

2029

[3]

 

310,000

[4]

25.6

%

 

—

 

[5]

 

310,000

 

4.670

%

 

 

 

 

310,000

 

25.6

%

 

—

 

 

 

310,000

 

 

 

 

 

 

 

 

 

 

 

Total Debt

4.391

%

 

 

 

$

1,210,000

 

100.0

%

$

(4,929

)

 

$

1,205,071

 

 

 

 

 

 

 

 

 

 

 

[1] Funds can be borrowed at applicable SOFR plus 1.10% to 1.80% or at the Base Rate (as defined) plus 0.10% to 0.80%. The Company has entered into two interest rate swaps, with a notional amount of $250 million each, that convert the variable SOFR rate to an effective fixed interest rate of 3.5%.

[2] Funds can be borrowed at applicable SOFR plus 1.05% to 1.55% or at the Base Rate (as defined) plus 0.05% to 0.55%.

[3] Maturity date does not assume exercise of two 6-month extension options.

[4] Subsequent to June 30, 2026, the Company drew $285 million, net under the unsecured revolving credit facility, resulting in $605 million of availability as of August 6, 2026.

[5] Deferred financing fees are not shown net for the unsecured revolving credit facility and are included in assets on the balance sheet.

CARETRUST REIT, INC.

RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES

Increased Full Year 2026 Guidance[1]

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Total (in millions)

Per Share

 

Low

High

Low

High

Net income attributable to CareTrust REIT, Inc.

$

356

 

$

364

 

$

1.53

 

$

1.56

 

Real estate related depreciation and amortization, net of NCI

 

112

 

 

112

 

 

0.48

 

 

0.48

 

Funds from Operations (FFO)

 

468

 

 

476

 

 

2.01

 

 

2.04

 

Normalizing items[2]

 

4

 

 

4

 

 

0.02

 

 

0.02

 

Normalized FFO

$

472

 

$

480

 

$

2.03

 

$

2.06

 

 

 

 

 

 

Net income attributable to CareTrust REIT, Inc.

$

356

 

$

364

 

$

1.53

 

$

1.56

 

Real estate related depreciation and amortization, net of NCI

 

112

 

 

112

 

 

0.48

 

 

0.48

 

Amortization of deferred financing fees

 

5

 

 

5

 

 

0.02

 

 

0.02

 

Amortization of stock-based compensation

 

12

 

 

12

 

 

0.05

 

 

0.05

 

Straight-line rental income

 

(17

)

 

(17

)

 

(0.07

)

 

(0.07

)

Noncash interest income

 

(4

)

 

(4

)

 

(0.02

)

 

(0.02

)

Amortization of lease incentives, net of NCI

 

—

 

 

—

 

 

—

 

 

—

 

Funds Available for Distribution (FAD)

 

464

 

 

472

 

 

1.99

 

 

2.02

 

Normalizing items[2]

 

4

 

 

4

 

 

0.02

 

 

0.02

 

Normalized FAD

$

468

 

$

476

 

$

2.01

 

$

2.04

 

 

 

 

 

 

Weighted average diluted shares outstanding

 

233

 

 

233

 

 

 

 

 

 

 

 

Additional Guidance Measures

 

 

 

 
  • Cash rental revenue of $454 million at the midpoint
  • Interest income from financing receivables of $43 million at the midpoint
  • Interest income from loans and other investments of $100 million at the midpoint
  • General and administrative expense of $63 million at the midpoint
  • Interest expense of $61 million at the midpoint
  • Income tax expense of $10 million at the midpoint

 

 

 

 

 

[1] This guidance assumes and includes (i) no new investments, loans, or dispositions beyond those made year-to-date, (ii) no new debt or equity issuances beyond those made year-to-date, (iii) 2.5% inflation-based rent escalators under long-term NNN leases, (iv) $147 million of loans to be fully repaid throughout the year, and, (v) no material change in the GBP:USD spot rate.

[2] See “Non-GAAP Financial Measures” below for items typically excluded in Normalized FFO and Normalized FAD attributable to CareTrust REIT, Inc. The timing and amount of these excluded charges cannot be further allocated or quantified with certainty or is dependent on the timing and occurrence of certain actions and, accordingly, cannot be reasonably predicted or estimated without unreasonable efforts.

Non-GAAP Financial Measures

EBITDA, Normalized EBITDA and Net Debt to Annualized Normalized Run Rate EBITDA.

EBITDA attributable to CareTrust REIT, Inc. represents net income (loss) attributable to CareTrust REIT, Inc. before interest expense (including amortization of deferred financing costs), income tax expense, amortization of stock-based compensation, and depreciation and amortization. Normalized EBITDA attributable to CareTrust REIT, Inc. represents EBITDA attributable to CareTrust REIT, Inc. as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of core operating performance, such as recovery of previously reversed rent, lease termination revenue, property operating expenses, gains or losses on foreign currency transactions, gains or losses from dispositions of real estate, real estate impairment charges, provision for loan losses, non-routine transaction costs, loss on extinguishment of debt, accelerated amortization of lease intangibles, net of noncontrolling interests’ share, extraordinary incentive plan payment, write-off of deferred financing costs, unrealized gains or losses on other real estate related investments, provision for doubtful accounts and lease restructuring, qualifying retirement benefits, and other income and expenses, as applicable. EBITDA attributable to CareTrust REIT, Inc. and Normalized EBITDA attributable to CareTrust REIT, Inc. do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating the Company’s liquidity or operating performance. EBITDA attributable to CareTrust REIT, Inc. and Normalized EBITDA attributable to CareTrust REIT, Inc. do not purport to be indicative of cash available to fund future cash requirements, including the Company’s ability to fund capital expenditures or make payments on its indebtedness. Further, the Company’s computation of EBITDA and Normalized EBITDA may not be comparable to EBITDA and Normalized EBITDA reported by other REITs.

The Company also discloses Net Debt to Annualized Normalized Run Rate EBITDA, which compares the Company’s Net Debt as of the last day of the quarter to the Annualized Run Rate EBITDA attributable to CareTrust REIT, Inc. for the quarter. “Net Debt” is defined as the Company’s Total Debt as of the last day of the specified quarter adjusted to exclude the Company’s cash, cash equivalents, restricted cash and escrow deposits on acquisition of real estate as of such date, as well as the net proceeds from the expected settlement of shares sold under equity forward contracts through the Company’s ATM Program and any forward equity offering that are outstanding as of such date. “Normalized Run Rate EBITDA” represents Normalized EBITDA, adjusted to give effect to the investments completed during the three months ended for the respective period as though such investments were completed as of the beginning of the period. “Annualized Normalized Run Rate EBITDA” is calculated as Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. for the specified quarter multiplied by four.

Funds from Operations and Funds Available for Distribution.

Funds from Operations (“FFO”), and Funds Available for Distribution (“FAD”) are important non-GAAP supplemental measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets requires straight-line depreciation except on land, such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative. Thus, the National Association of Real Estate Investment Trusts (“Nareit”) created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, from net income, as defined by GAAP.

FFO is defined by Nareit as net income computed in accordance with GAAP, excluding gains or losses from dispositions of real estate investments, real estate related depreciation and amortization and real estate impairment charges, adjustments for the share of consolidated joint ventures, and adjustments for unconsolidated partnerships and joint ventures. Noncontrolling interests’ pro rata share information is prepared by applying noncontrolling interests’ actual ownership percentage for the period and is intended to reflect noncontrolling interests’ proportionate economic interest in the financial position and operating results of properties in our portfolio. The Company computes FFO attributable to CareTrust REIT, Inc. in accordance with Nareit’s definition.

FAD attributable to CareTrust REIT, Inc. is defined as FFO attributable to CareTrust REIT, Inc. excluding noncash income and expenses, such as amortization of stock-based compensation, amortization of deferred financing fees, amortization of above and below market intangibles, amortization of lease incentives, the effects of straight-line rent, recurring capital expenditures required to maintain our properties, adjustments for the share of consolidated joint ventures and non-cash interest income. The Company considers FAD attributable to CareTrust REIT, Inc. to be a useful supplemental measure to evaluate the Company’s operating results excluding these income and expense items to help investors, analysts and other interested parties compare the operating performance of the Company between periods or as compared to other companies on a more consistent basis.

Normalized FFO and Normalized FAD.

The Company also reports normalized FFO (“Normalized FFO”) attributable to CareTrust REIT, Inc. and normalized FAD (“Normalized FAD”) attributable to CareTrust REIT, Inc., each of which adjust FFO and FAD, respectively, for certain revenue and expense items that the Company does not believe are indicative of its ongoing operating results, such as write-off of deferred financing costs, provision for loan losses, accelerated amortization of lease intangibles, net of noncontrolling interests’ share, non-routine transaction costs, provision for doubtful accounts and lease restructuring, loss on extinguishment of debt, amortization of stock-based compensation related to extraordinary incentive plan, extraordinary incentive plan payment, unrealized gains or losses on other real estate related investments, gains or losses on foreign currency transactions, recovery of previously reversed rent, lease termination revenue, property operating expenses, qualifying retirement benefits and other income and expenses. By excluding these items, investors, analysts and our management can compare Normalized FFO and Normalized FAD between periods more consistently.

Further, the Company’s computation of FFO, Normalized FFO, FAD and Normalized FAD may not be comparable to FFO, Normalized FFO, FAD and Normalized FAD reported by other REITs that do not define FFO in accordance with the current Nareit definition or that interpret the current Nareit definition or define FAD differently than the Company does.

While FFO, Normalized FFO, FAD and Normalized FAD are relevant and widely-used measures of operating performance among REITs, they do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating the Company’s liquidity or operating performance. FFO, Normalized FFO, FAD and Normalized FAD do not purport to be indicative of cash available to fund future cash requirements. The Company believes that net income attributable to CareTrust REIT, Inc., as defined by GAAP, is the most appropriate earnings measure. The Company also believes that the use of EBITDA, Normalized EBITDA, FFO, Normalized FFO, FAD and Normalized FAD, combined with the required GAAP presentations, improves the understanding of operating results of REITs among investors and makes comparisons of operating results among such companies more meaningful. The Company considers EBITDA and Normalized EBITDA, in each case attributable to CareTrust REIT, Inc., useful in understanding the Company’s operating results independent of its capital structure, indebtedness and other charges that are not indicative of its ongoing results, thereby allowing for a more meaningful comparison of operating performance between periods and against other REITs. The Company considers FFO, Normalized FFO, FAD and Normalized FAD, in each case attributable to CareTrust REIT, Inc., to be useful measures for reviewing comparative operating and financial performance because, by excluding gains or losses from real estate dispositions, impairment charges and real estate related depreciation and amortization, and, for FAD and Normalized FAD, by excluding noncash income and expenses such as amortization of stock-based compensation, amortization of deferred financing fees, and the effects of straight-line rent, FFO, Normalized FFO, FAD and Normalized FAD can help investors compare the Company’s operating performance between periods and to other REITs. The Company believes that the disclosure of Net Debt to Annualized Normalized Run Rate EBITDA provides a useful measure to investors to evaluate the credit strength of the Company and its ability to service its debt obligations and to compare the Company’s credit strength to prior reporting periods and to other companies without the effect of charges that are not indicative of the Company’s ongoing performance or that could obscure the Company’s actual credit quality and after considering the effect of investments occurring during the period.

CareTrust REIT, Inc.

(949) 542-3130

[email protected]

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Seniors Construction & Property Practice Management Nursing Managed Care Health REIT Consumer

MEDIA:

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Hamilton Reports 2026 Second Quarter Results

Hamilton Reports 2026 Second Quarter Results

Net Income of $144 million; Annualized Return on Average Equity of 21%

Operating Income of $158 million; Annualized Operating Return on Average Equity of 23%

PEMBROKE, Bermuda–(BUSINESS WIRE)–
Hamilton Insurance Group, Ltd. (NYSE: HG; “Hamilton” or the “Company”) today announced financial results for the second quarter ended June 30, 2026.

Commenting on the results, Pina Albo, CEO of Hamilton, said:

“Hamilton delivered another quarter of strong results, with net income of $144 million, a 21% annualized return on average equity, a 95% combined ratio, and strong investment income. Gross premiums written increased 17%, reflecting our continued focus on margin quality, thoughtful risk selection, and long-term value creation.

I am proud of our team’s continued execution as we navigate a market that requires and rewards strong broker and client relationships and disciplined underwriting.”

Leadership Update

The Board of Directors of Hamilton are delighted to announce an amendment to the employment agreement of its Chief Executive Officer, Pina Albo, extending her employment term through December 31, 2029, after which her employment term will continue to renew automatically for successive one-year periods. David A. Brown, Chairman of Hamilton’s Board of Directors, said: “Under Pina’s leadership, Hamilton has built a differentiated platform and delivered strong performance. Extending her employment term reflects the Board’s confidence in her exceptional leadership and our commitment to executing the Company’s long-term strategy for the benefit of our shareholders.”

Consolidated Highlights – Second Quarter

  • Net income of $143.8 million, or $1.42 per diluted share and operating income of $158.2 million, or $1.56 per diluted share;

  • Annualized return on average equity of 20.6% and annualized operating return on average equity of 22.7%;

  • Gross premiums written of $831.0 million, an increase of 16.7% compared to the second quarter of 2025;

  • Net premiums earned of $586.0 million, an increase of 14.6% compared to the second quarter of 2025;

  • Combined ratio of 95.0%;

  • Underwriting income of $29.1 million;

  • Net investment income of $141.3 million, comprised of Two Sigma Hamilton Fund returns of $115.5 million, and fixed income, short term and cash and cash equivalents returns of $25.8 million; and

  • Repurchased common shares of $22.1 million in the second quarter of 2026.

Consolidated Highlights – Year to Date

  • Net income of $277.3 million, or $2.73 per diluted share and operating income of $324.9 million, or $3.20 per diluted share;

  • Annualized return on average equity of 19.6% and annualized operating return on average equity of 22.9%;

  • Gross premiums written of $1.8 billion, an increase of 13.9% compared to the same period in 2025;

  • Net premiums earned of $1.2 billion, an increase of 14.5% compared to the same period in 2025;

  • Combined ratio of 92.5%;

  • Underwriting income of $86.7 million;

  • Net investment income of $234.9 million, comprised of Two Sigma Hamilton Fund returns of $208.5 million, and fixed income, short term and cash and cash equivalents returns of $26.4 million;

  • On February 18, 2026, the Company’s Board of Directors declared a special dividend of $2.00 per share, or $205.8 million. The dividend was paid on March 30, 2026, to common shareholders of record as of March 6, 2026;

  • Book value per share of $28.91, an increase of 1.4% compared to December 31, 2025;

  • Book value per common share plus accumulated dividends of $30.91, an increase of 8.5% compared to December 31, 2025; and

  • Repurchased common shares of $41.8 million in 2026.

Consolidated Results – Second Quarter

 

For the Three Months Ended

($ in thousands, except for per share amounts and percentages)

June 30, 2026

 

June 30, 2025

 

Change

Gross premiums written

$

831,041

 

$

712,026

 

$

119,015

Net premiums written

 

621,695

 

 

556,314

 

 

65,381

Net premiums earned

 

586,007

 

 

511,163

 

 

74,844

Underwriting income (loss)

$

29,112

 

$

67,459

 

$

(38,347)

Combined ratio

 

95.0%

 

 

86.8%

 

8.2 pts

 

 

 

 

 

 

Net income (loss) attributable to common shareholders

$

143,782

 

$

187,415

 

$

(43,633)

Income (loss) per share attributable to common shareholders – diluted

$

1.42

 

$

1.79

 

 

Book value per common share

$

28.91

 

$

25.55

 

 

Accumulated dividends

$

2.00

 

$

—

 

 

Book value per common share plus accumulated dividends

$

30.91

 

$

25.55

 

 

 

 

 

 

 

 

Return on average common equity – annualized

 

20.6%

 

 

30.2%

 

 

 

For the Three Months Ended

Key Ratios

June 30, 2026

 

June 30, 2025

 

Change

Attritional loss ratio – current year

53.3%

 

53.0%

 

0.3 pts

Attritional loss ratio – prior year

(0.1%)

 

(0.5%)

 

0.4 pts

Catastrophe loss ratio – current year

7.8%

 

1.9%

 

5.9 pts

Catastrophe loss ratio – prior year

0.7%

 

(1.6%)

 

2.3 pts

Loss and loss adjustment expense ratio

61.7%

 

52.8%

 

8.9 pts

Acquisition cost ratio

24.8%

 

24.0%

 

0.8 pts

Other underwriting expense ratio

8.5%

 

10.0%

 

(1.5 pts)

Combined ratio

95.0%

 

86.8%

 

8.2 pts
  • Gross premiums written increased by $119.0 million, or 16.7%, to $831.0 million with an increase of $75.3 million, or 21.8%, in the International Segment, and $43.7 million, or 11.9%, in the Bermuda Segment.

  • Net premiums written increased by $65.4 million, or 11.8%, to $621.7 million with an increase of $64.8 million, or 25.1%, in the International Segment, and an increase of $0.6 million, or 0.2%, in the Bermuda Segment.

  • Net premiums earned increased by $74.8 million, or 14.6%, to $586.0 million with an increase of $49.4 million, or 19.5%, in the International Segment, and $25.4 million, or 9.9%, in the Bermuda Segment.

  • The attritional loss ratio (current year), net of reinsurance, was 53.3%. The increase of 0.3 points was primarily driven by a change in business mix, including an increase in casualty reinsurance business.

  • Net favorable attritional prior year reserve development, net of reinsurance, was $0.8 million, primarily driven by favorable development in specialty and property classes, partially offset by unfavorable development in certain casualty classes.

  • Catastrophe losses (current and prior year), net of reinsurance, were $49.9 million, primarily driven by the Middle East conflict ($45.7 million) and unfavorable prior year development ($4.2 million).

  • The acquisition cost ratio increased by 0.8 points compared to the same period in 2025, primarily driven by a change in business mix.

  • The other underwriting expense ratio decreased by 1.5 points compared to the same period in 2025, primarily driven by Bermuda substance-based tax credits and an increase in net premiums earned.

International Segment Underwriting Results – Second Quarter

International Segment

For the Three Months Ended

($ in thousands, except for percentages)

June 30, 2026

 

June 30, 2025

 

Change

Gross premiums written

$

420,073

 

$

344,799

 

$

75,274

Net premiums written

 

322,843

 

 

258,089

 

 

64,754

Net premiums earned

 

302,623

 

 

253,209

 

 

49,414

Underwriting income (loss)

$

9,124

 

$

27,118

 

$

(17,994)

 

 

 

 

 

 

Key Ratios

 

 

 

 

 

Attritional loss ratio – current year

 

51.1%

 

 

51.9%

 

(0.8 pts)

Attritional loss ratio – prior year

 

(4.6%)

 

 

(3.0%)

 

(1.6 pts)

Catastrophe loss ratio – current year

 

11.1%

 

 

0.6%

 

10.5 pts

Catastrophe loss ratio – prior year

 

0.0%

 

 

(0.2%)

 

0.2 pts

Loss and loss adjustment expense ratio

 

57.6%

 

 

49.3%

 

8.3 pts

Acquisition cost ratio

 

26.5%

 

 

25.9%

 

0.6 pts

Other underwriting expense ratio

 

12.9%

 

 

14.1%

 

(1.2 pts)

Combined ratio

 

97.0%

 

 

89.3%

 

7.7 pts
  • Gross premiums written increased by $75.3 million, or 21.8%, to $420.1 million, primarily driven by growth in both new and existing business in casualty and specialty insurance classes.

  • The attritional loss ratio (current year), net of reinsurance, was 51.1%. The decrease of 0.8 points was primarily driven by the absence of large losses in the current quarter.

  • Net favorable attritional prior year reserve development, net of reinsurance, was $13.8 million, primarily driven by favorable development in specialty, property and casualty classes.

  • Catastrophe losses (current and prior year), net of reinsurance, were $33.6 million, driven by the Middle East conflict.

  • The acquisition cost ratio increased by 0.6 points compared to the same period in 2025, primarily driven by a change in business mix.

  • The other underwriting expense ratio decreased by 1.2 points compared to the same period in 2025, primarily driven by growth in the premium base.

Bermuda Segment Underwriting Results – Second Quarter

Bermuda Segment

For the Three Months Ended

($ in thousands, except for percentages)

June 30, 2026

 

June 30, 2025

 

Change

Gross premiums written

$

410,968

 

$

367,227

 

$

43,741

Net premiums written

 

298,852

 

 

298,225

 

 

627

Net premiums earned

 

283,384

 

 

257,954

 

 

25,430

Underwriting income (loss)

$

19,988

 

$

40,341

 

$

(20,353)

 

 

 

 

 

 

Key Ratios

 

 

 

 

 

Attritional loss ratio – current year

 

55.7%

 

 

54.2%

 

1.5 pts

Attritional loss ratio – prior year

 

4.6%

 

 

2.0%

 

2.6 pts

Catastrophe loss ratio – current year

 

4.3%

 

 

3.2%

 

1.1 pts

Catastrophe loss ratio – prior year

 

1.5%

 

 

(3.1%)

 

4.6 pts

Loss and loss adjustment expense ratio

 

66.1%

 

 

56.3%

 

9.8 pts

Acquisition cost ratio

 

23.0%

 

 

22.1%

 

0.9 pts

Other underwriting expense ratio

 

3.9%

 

 

5.9%

 

(2.0 pts)

Combined ratio

 

93.0%

 

 

84.3%

 

8.7 pts
  • Gross premiums written increased by $43.7 million, or 11.9%, to $411.0 million, primarily driven by growth in both new and existing business in casualty and specialty reinsurance classes, partially offset by a decrease in property reinsurance and insurance classes, primarily as a result of pressure on rates.

  • The attritional loss ratio (current year), net of reinsurance, was 55.7%. The increase of 1.5 points was primarily driven by a change in business mix, including an increase in casualty reinsurance business.

  • Net unfavorable attritional prior year reserve development, net of reinsurance, was $13.0 million, primarily driven by unfavorable development on certain casualty classes, partially offset by favorable development in property classes.

  • Catastrophe losses (current and prior year), net of reinsurance, were $16.2 million, primarily driven by the Middle East conflict ($12.0 million) and unfavorable prior year development ($4.2 million).

  • The acquisition cost ratio increased by 0.9 points compared to the same period in 2025, primarily driven by a change in business mix.

  • The other underwriting expense ratio decreased by 2.0 points compared to the same period in 2025, primarily driven by Bermuda substance-based tax credits, increased performance based management fees, which offset the other underwriting expense ratio and an increase in net premiums earned.

Consolidated Results – Year to Date

 

For the Six Months Ended

($ in thousands, except for per share amounts and percentages)

June 30, 2026

 

June 30, 2025

 

Change

Gross premiums written

$

1,771,152

 

$

1,555,332

 

$

215,820

Net premiums written

 

1,275,355

 

 

1,160,189

 

 

115,166

Net premiums earned

 

1,156,522

 

 

1,010,091

 

 

146,431

Underwriting income (loss)

$

86,695

 

$

9,199

 

$

77,496

Combined ratio

 

92.5%

 

 

99.1%

 

(6.6 pts)

 

 

 

 

 

 

Net income (loss) attributable to common shareholders

$

277,320

 

$

268,288

 

$

9,032

Income (loss) per share attributable to common shareholders – diluted

$

2.73

 

$

2.56

 

 

Book value per common share

$

28.91

 

$

25.55

 

 

Accumulated dividends

$

2.00

 

$

—

 

 

Book value per common share plus accumulated dividends

 

30.91

 

 

25.55

 

 

Change in book value per common share plus accumulated dividends

 

8.5%

 

 

11.3%

 

 

 

 

 

 

 

 

Return on average common equity – annualized

 

19.6%

 

 

22.0%

 

 

 

For the Six Months Ended

Key Ratios

June 30, 2026

 

June 30, 2025

 

Change

Attritional loss ratio – current year

53.9%

 

52.5%

 

1.4 pts

Attritional loss ratio – prior year

1.1%

 

(1.7%)

 

2.8 pts

Catastrophe loss ratio – current year

4.0%

 

16.8%

 

(12.8 pts)

Catastrophe loss ratio – prior year

0.3%

 

(1.7%)

 

2.0 pts

Loss and loss adjustment expense ratio

59.3%

 

65.9%

 

(6.6 pts)

Acquisition cost ratio

25.1%

 

23.7%

 

1.4 pts

Other underwriting expense ratio

8.1%

 

9.5%

 

(1.4 pts)

Combined ratio

92.5%

 

99.1%

 

(6.6 pts)
  • Gross premiums written increased by $215.8 million, or 13.9%, to $1.8 billion, with an increase of $148.2 million, or 20.7%, in the International Segment, and $67.6 million, or 8.0%, in the Bermuda Segment.

  • Net premiums written increased by $115.2 million, or 9.9%, to $1.3 billion, with an increase of $123.2 million, or 25.3%, in the International Segment, and a decrease of $8.1 million, or 1.2%, in the Bermuda Segment.

  • Net premiums earned increased by $146.4 million, or 14.5%, to $1.2 billion, with an increase of $99.6 million, or 20.2%, in the International Segment, and $46.8 million, or 9.1%, in the Bermuda Segment.

  • The attritional loss ratio (current year), net of reinsurance, was 53.9%. The increase of 1.4 points was primarily driven by a change in business mix, including more casualty reinsurance and specialty insurance business.

  • Net unfavorable attritional prior year reserve development, net of reinsurance, was $13.1 million, primarily driven by additional loss information in relation to the Baltimore Bridge collapse and unfavorable development in certain casualty classes, partially offset by favorable development in specialty and property classes.

  • Catastrophe losses (current and prior year), net of reinsurance, were $49.9 million, primarily driven by the Middle East conflict ($45.7 million) and unfavorable prior year development ($4.2 million).

  • The acquisition cost ratio increased by 1.4 points compared to the same period in 2025, primarily driven by a change in business mix.

  • The other underwriting expense ratio decreased by 1.4 points compared to the same period in 2025, primarily driven by Bermuda substance-based tax credits and an increase in net premiums earned.

International Segment Underwriting Results – Year to Date

International Segment

For the Six Months Ended

($ in thousands, except for percentages)

June 30, 2026

 

June 30, 2025

 

Change

Gross premiums written

$

862,982

 

$

714,757

 

$

148,225

Net premiums written

 

610,280

 

 

487,063

 

 

123,217

Net premiums earned

 

593,414

 

 

493,775

 

 

99,639

Underwriting income (loss)

$

16,104

 

$

27,931

 

$

(11,827)

 

 

 

 

 

 

Key Ratios

 

 

 

 

 

Attritional loss ratio – current year

 

53.0%

 

 

52.0%

 

1.0 pts

Attritional loss ratio – prior year

 

(1.7%)

 

 

(3.3%)

 

1.6 pts

Catastrophe loss ratio – current year

 

5.7%

 

 

6.2%

 

(0.5 pts)

Catastrophe loss ratio – prior year

 

0.0%

 

 

(0.1%)

 

0.1 pts

Loss and loss adjustment expense ratio

 

57.0%

 

 

54.8%

 

2.2 pts

Acquisition cost ratio

 

27.2%

 

 

26.0%

 

1.2 pts

Other underwriting expense ratio

 

13.1%

 

 

13.6%

 

(0.5 pts)

Combined ratio

 

97.3%

 

 

94.4%

 

2.9 pts
  • Gross premiums written increased by $148.2 million, or 20.7%, to $863.0 million, primarily driven by growth in both new and existing business in casualty and specialty insurance classes.

  • The attritional loss ratio (current year), net of reinsurance, was 53.0%, an increase of 1.0 point compared to the same period in 2025, primarily driven by a change in business mix, including more specialty insurance business.

  • Net favorable attritional prior year reserve development, net of reinsurance, was $9.9 million, primarily driven by favorable development in specialty, property and casualty classes, partially offset by additional loss information in relation to the Baltimore Bridge collapse.

  • Catastrophe losses (current and prior year), net of reinsurance, were $33.6 million, driven by the Middle East conflict.

  • The acquisition cost ratio increased by 1.2 points compared to the same period in 2025, primarily driven by a change in business mix.

  • The other underwriting expense ratio decreased by 0.5 points compared to the same period in 2025.

Bermuda Segment Underwriting Results – Year to Date

Bermuda Segment

For the Six Months Ended

($ in thousands, except for percentages)

June 30, 2026

 

June 30, 2025

 

Change

Gross premiums written

$

908,170

 

$

840,575

 

$

67,595

Net premiums written

 

665,075

 

 

673,126

 

 

(8,051)

Net premiums earned

 

563,108

 

 

516,316

 

 

46,792

Underwriting income (loss)

$

70,591

 

$

(18,732)

 

$

89,323

 

 

 

 

 

 

Key Ratios

 

 

 

 

 

Attritional loss ratio – current year

 

54.9%

 

 

53.0%

 

1.9 pts

Attritional loss ratio – prior year

 

4.1%

 

 

(0.1%)

 

4.2 pts

Catastrophe loss ratio – current year

 

2.1%

 

 

26.9%

 

(24.8 pts)

Catastrophe loss ratio – prior year

 

0.7%

 

 

(3.3%)

 

4.0 pts

Loss and loss adjustment expense ratio

 

61.8%

 

 

76.5%

 

(14.7 pts)

Acquisition cost ratio

 

22.8%

 

 

21.5%

 

1.3 pts

Other underwriting expense ratio

 

2.8%

 

 

5.6%

 

(2.8 pts)

Combined ratio

 

87.4%

 

 

103.6%

 

(16.2 pts)
  • Gross premiums written increased by $67.6 million, or 8.0%, to $908.2 million, primarily driven by growth in both new and existing business in casualty reinsurance classes, partially offset by a decrease in property reinsurance classes as a result of lower reinstatement premiums and pressure on rates.

  • The attritional loss ratio (current year), net of reinsurance, was 54.9%. The increase of 1.9 points was primarily driven by a change in business mix, including an increase in casualty reinsurance business.

  • Net unfavorable attritional prior year reserve development, net of reinsurance, was $23.0 million, primarily driven by additional loss information in relation to the Baltimore Bridge collapse and unfavorable development in certain casualty classes, partially offset by favorable development in property classes.

  • Catastrophe losses (current and prior year), net of reinsurance, were $16.2 million, primarily driven by the Middle East conflict ($12.0 million) and unfavorable prior year development ($4.2 million).

  • The acquisition cost ratio increased by 1.3 points compared to the same period in 2025, primarily driven by a change in business mix.

  • The other underwriting expense ratio decreased by 2.8 points compared to the same period in 2025, primarily driven by Bermuda substance-based tax credits, increased performance based management fees, which offset the other underwriting expense ratio, and an increase in net premiums earned.

Investments and Shareholders’ Equity as of June 30, 2026

  • Total cash and invested assets of $6.1 billion compared to $5.9 billion at December 31, 2025.

  • Total shareholders’ equity of $2.9 billion compared to $2.8 billion at December 31, 2025.

  • Book value per share of $28.91 compared to $28.50 at December 31, 2025, an increase of 1.4%.

  • Book value per share plus accumulated dividends, of $30.91 compared to $28.50 at December 31, 2025, an increase of 8.5%.

Conference Call Details and Additional Information

Conference Call Information

Hamilton will host a conference call to discuss its financial results on Friday, August 7, 2026, at 9:30 a.m. Eastern Time. A live,audio webcast of the conference call can be accessed through the Investors portal of the Company’s website at investors.hamiltongroup.com where a replay of the call will also be available.

For access to the webcast, please log in a few minutes in advance to complete any necessary registration.

Additional Information

In addition to the information provided in the Company’s earnings release, we have also made available supplementary financial information and an investor presentation which may be referred to during the conference call and will be available on the Company’s website at investors.hamiltongroup.com.

About Hamilton Insurance Group, Ltd.

Hamilton is a Bermuda-headquartered specialty insurance and reinsurance company that underwrites risks on a global basis through its wholly owned subsidiaries. Its three underwriting platforms: Hamilton Global Specialty, Hamilton Select and Hamilton Re, each with dedicated and experienced leadership, provide access to diversified and profitable business around the world.

For more information about Hamilton, visit our website atwww.hamiltongroup.com or find us on LinkedIn atHamilton.

Consolidated Balance Sheet

($ in thousands, except share information)

June 30,

2026

 

December 31,

2025

Assets

 

 

 

Fixed maturity investments, at fair value (amortized cost 2026: $3,133,507; 2025: $3,210,940)

$

3,114,054

 

 

$

3,238,543

 

Short-term investments, at fair value (amortized cost 2026: $355,729; 2025: $200,052)

 

356,453

 

 

 

200,459

 

Investments in Two Sigma Funds, at fair value (cost 2026: $1,574,091; 2025: $1,355,563)

 

1,844,158

 

 

 

1,587,658

 

Total investments

 

5,314,665

 

 

 

5,026,660

 

Cash and cash equivalents

 

717,335

 

 

 

1,062,359

 

Restricted cash and cash equivalents

 

111,631

 

 

 

109,731

 

Premiums receivable

 

1,240,034

 

 

 

939,777

 

Paid losses recoverable

 

99,228

 

 

 

93,659

 

Deferred acquisition costs

 

294,669

 

 

 

257,203

 

Unpaid losses and loss adjustment expenses recoverable

 

1,463,936

 

 

 

1,375,857

 

Receivables for investments sold

 

185,133

 

 

 

58,029

 

Prepaid reinsurance

 

454,535

 

 

 

296,351

 

Intangible assets

 

83,163

 

 

 

86,624

 

Other assets

 

299,570

 

 

 

265,363

 

Total assets

$

10,263,899

 

 

$

9,571,613

 

 

 

 

 

Liabilities, non-controlling interest, and shareholders’ equity

 

 

 

Liabilities

 

 

 

Reserve for losses and loss adjustment expenses

$

4,783,094

 

 

$

4,415,176

 

Unearned premiums

 

1,654,491

 

 

 

1,377,474

 

Reinsurance balances payable

 

491,148

 

 

 

296,400

 

Payables for investments purchased

 

61,071

 

 

 

209,853

 

Term loan, net of issuance costs

 

149,795

 

 

 

149,743

 

Accounts payable and accrued expenses

 

131,905

 

 

 

177,320

 

Payables to related parties

 

67,946

 

 

 

123,376

 

Total liabilities

 

7,339,450

 

 

 

6,749,342

 

 

 

 

 

Non-controlling interest – TS Hamilton Fund

 

73,613

 

 

 

172

 

 

 

 

 

Shareholders’ equity

 

 

 

Common shares:

 

 

 

Class A, authorized (2026 and 2025: 26,444,807), par value $0.01; issued and outstanding (2026 and 2025: 17,320,078)

 

173

 

 

 

173

 

Class B, authorized (2026 and 2025: 84,677,932), par value $0.01; issued and outstanding (2026: 65,890,659 and 2025: 66,305,707)

 

659

 

 

 

663

 

Class C, authorized (2026 and 2025: 15,403,649), par value $0.01; issued and outstanding (2026 and 2025: 15,403,649)

 

154

 

 

 

154

 

Additional paid-in capital

 

1,126,425

 

 

 

1,134,985

 

Accumulated other comprehensive loss

 

(4,441

)

 

 

(4,441

)

Retained earnings

 

1,727,866

 

 

 

1,690,565

 

Total shareholders’ equity

 

2,850,836

 

 

 

2,822,099

 

 

 

 

 

Total liabilities, non-controlling interest, and shareholders’ equity

$

10,263,899

 

 

$

9,571,613

 

Consolidated Statement of Operations

 

Three Months Ended

 

Six Months Ended

 

June 30,

 

June 30,

($ in thousands, except for per share amounts)

2026

 

2025

 

2026

 

2025

Revenues

 

 

 

 

 

 

 

Gross premiums written

$

831,041

 

 

$

712,026

 

 

$

1,771,152

 

 

$

1,555,332

 

Reinsurance premiums ceded

 

(209,346

)

 

 

(155,712

)

 

 

(495,797

)

 

 

(395,143

)

Net premiums written

 

621,695

 

 

 

556,314

 

 

 

1,275,355

 

 

 

1,160,189

 

 

 

 

 

 

 

 

 

Net change in unearned premiums

 

(35,688

)

 

 

(45,151

)

 

 

(118,833

)

 

 

(150,098

)

Net premiums earned

 

586,007

 

 

 

511,163

 

 

 

1,156,522

 

 

 

1,010,091

 

 

 

 

 

 

 

 

 

Net realized and unrealized gains (losses) on investments

 

227,856

 

 

 

208,034

 

 

 

378,933

 

 

 

456,828

 

Net investment income (loss)

 

24,440

 

 

 

21,067

 

 

 

50,469

 

 

 

39,994

 

Total net realized and unrealized gains (losses) on investments and net investment income (loss)

 

252,296

 

 

 

229,101

 

 

 

429,402

 

 

 

496,822

 

 

 

 

 

 

 

 

 

Other income (loss)

 

3,904

 

 

 

5,014

 

 

 

10,655

 

 

 

9,676

 

Net foreign exchange gains (losses)

 

(2,629

)

 

 

(4,513

)

 

 

1,905

 

 

 

(7,039

)

Total revenues

 

839,578

 

 

 

740,765

 

 

 

1,598,484

 

 

 

1,509,550

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

361,489

 

 

 

269,928

 

 

 

686,274

 

 

 

665,163

 

Acquisition costs

 

145,423

 

 

 

122,815

 

 

 

289,929

 

 

 

239,696

 

General and administrative expenses

 

66,931

 

 

 

68,828

 

 

 

128,395

 

 

 

131,530

 

Amortization of intangible assets

 

3,700

 

 

 

4,004

 

 

 

7,720

 

 

 

7,895

 

Interest expense

 

4,762

 

 

 

4,729

 

 

 

9,538

 

 

 

10,331

 

Total expenses

 

582,305

 

 

 

470,304

 

 

 

1,121,856

 

 

 

1,054,615

 

 

 

 

 

 

 

 

 

Income (loss) before income tax

 

257,273

 

 

 

270,461

 

 

 

476,628

 

 

 

454,935

 

Income tax expense (benefit)

 

2,470

 

 

 

2,675

 

 

 

4,793

 

 

 

5,882

 

Net income (loss)

 

254,803

 

 

 

267,786

 

 

 

471,835

 

 

 

449,053

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to non-controlling interest

 

111,021

 

 

 

80,371

 

 

 

194,515

 

 

 

180,765

 

 

 

 

 

 

 

 

 

Net income (loss) and other comprehensive income (loss) attributable to common shareholders

$

143,782

 

 

$

187,415

 

 

$

277,320

 

 

$

268,288

 

 

 

 

 

 

 

 

 

Per share data

 

 

 

 

 

 

 

Basic income (loss) per share attributable to common shareholders

$

1.45

 

 

$

1.85

 

 

$

2.79

 

 

$

2.64

 

Diluted income (loss) per share attributable to common shareholders

$

1.42

 

 

$

1.79

 

 

$

2.73

 

 

$

2.56

 

Non-GAAP Financial Measures Reconciliation

We present our results of operations in a way that we believe will be the most meaningful and useful to investors, analysts, rating agencies and others who use our financial information to evaluate our performance. Some of the measurements that management uses to assess our operating results are considered non-GAAP financial measures under Regulation G and Item 10(e) of Regulation S-K, each promulgated by the SEC. We believe that these non-GAAP financial measures, which may be defined and calculated differently by other companies, help explain and enhance the understanding of our results of operations. However, these measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP. Where appropriate, reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures are included below.

Operating Income (Loss) Attributable to Common Shareholders, Operating Income (Loss) Attributable to Common Shareholders per Common Share – Diluted and Operating Return on Average Common Shareholders’ Equity – Annualized

Operating income (loss) attributable to common shareholders, as used herein, differs from net income (loss) and other comprehensive income (loss) attributable to common shareholders, which we believe is the most directly comparable GAAP measure, by the exclusion of net realized and unrealized gains and losses on fixed maturity and short term investments, and net foreign exchange gains and losses. We also use operating income (loss) attributable to common shareholders to calculate operating income (loss) attributable to common shareholders per common share – diluted and operating return on average common shareholders’ equity – annualized.

We believe that operating income (loss) attributable to common shareholders, operating income (loss) attributable to common shareholders per common share – diluted and operating return on average common shareholders’ equity – annualized are meaningful and useful to investors, analysts, rating agencies and others who use our financial information to evaluate our performance.

The following tables are a reconciliation of: net income (loss) and other comprehensive income (loss) attributable to common shareholders to operating income (loss) attributable to common shareholders; net income (loss) and other comprehensive income (loss) attributable to common shareholders per common share – diluted to operating income (loss) attributable to common shareholders per common share – diluted; and return on average common shareholders’ equity – annualized to operating return on average common shareholders’ equity – annualized. Comparative information for the prior periods presented have been updated to conform to the current methodology and presentation.

Operating Income (Loss) Attributable to Common Shareholders, Operating Income (Loss) Attributable to Common Shareholders per Common Share – Diluted and Operating Return on Average Common Shareholders’ Equity – Annualized (continued)

 

Three Months Ended

 

Six Months Ended

 

June 30,

 

June 30,

($ in thousands, except for per share amounts)

2026

 

2025

 

2026

 

2025

Net income (loss) and other comprehensive income (loss) attributable to common shareholders

$

143,782

 

 

$

187,415

 

 

$

277,320

 

 

$

268,288

 

Adjustment for:

 

 

 

 

 

 

 

Net realized (gains) losses on investments – Fixed maturity and short-term investments(1)

 

5,241

 

 

 

(1,343

)

 

 

2,332

 

 

 

(867

)

Net unrealized (gains) losses on investments – Fixed maturity and short-term investments(1)

 

6,529

 

 

 

(28,782

)

 

 

47,171

 

 

 

(63,269

)

Net foreign exchange (gains) losses

 

2,629

 

 

 

4,513

 

 

 

(1,905

)

 

 

7,039

 

Operating income (loss) attributable to common shareholders

$

158,181

 

 

$

161,803

 

 

$

324,918

 

 

$

211,191

 

Net income (loss) and other comprehensive income (loss) attributable to common shareholders per common share – diluted

$

1.42

 

$

1.79

 

 

$

2.73

 

 

$

2.56

 

Adjustment for:

 

 

 

 

 

 

 

Net realized (gains) losses on investments – Fixed maturity and short-term investments(1)

 

0.05

 

 

 

(0.01

)

 

 

0.02

 

 

 

(0.01

)

Net unrealized (gains) losses on investments – Fixed maturity and short-term investments(1)

 

0.06

 

 

 

(0.27

)

 

 

0.46

 

 

 

(0.60

)

Net foreign exchange (gains) losses

 

0.03

 

 

 

0.04

 

 

 

(0.01

)

 

 

0.06

 

Operating income (loss) attributable to common shareholders per common share – diluted

$

1.56

 

 

$

1.55

 

 

$

3.20

 

 

$

2.01

 

Return on average common shareholders’ equity – annualized

20.6

%

 

30.2

%

 

19.6

%

 

22.0

%

Adjustment for:

 

 

 

 

 

 

 

Net realized (gains) losses on investments – Fixed maturity and short-term investments(1)

0.8

%

 

(0.2

)%

 

0.2

%

 

(0.1

)%

Net unrealized (gains) losses on investments – Fixed maturity and short-term investments(1)

0.9

%

 

(4.6

)%

 

3.3

%

 

(5.2

)%

Net foreign exchange (gains) losses

0.4

%

 

0.7

%

 

(0.2

)%

 

0.6

%

Operating return on average common shareholders’ equity – annualized

22.7

%

 

26.1

%

 

22.9

%

 

17.3

%
 

(1) Fixed income portfolio managed by our external investment managers only

Underwriting Income (Loss)

We calculate underwriting income (loss) on a pre-tax basis as net premiums earned less losses and loss adjustment expenses, acquisition costs and other underwriting expenses (net of third party fee income). We believe that this measure of our performance focuses on the core fundamental performance of the Company’s reportable segments in any given period and is not distorted by investment market conditions, corporate expense allocations or income tax effects.

The following table reconciles underwriting income (loss) to net income (loss), the most directly comparable GAAP financial measure:

 

Three Months Ended

 

Six Months Ended

 

June 30,

 

June 30,

($ in thousands)

2026

 

2025

 

2026

 

2025

Underwriting income (loss)

$

29,112

 

 

$

67,459

 

 

$

86,695

 

 

$

9,199

 

Total net realized and unrealized gains (losses) on investments and net investment income (loss)

 

252,296

 

 

 

229,101

 

 

 

429,402

 

 

 

496,822

 

Net foreign exchange gains (losses)

 

(2,629

)

 

 

(4,513

)

 

 

1,905

 

 

 

(7,039

)

Corporate expenses

 

(13,044

)

 

 

(12,853

)

 

 

(24,116

)

 

 

(25,821

)

Amortization of intangible assets

 

(3,700

)

 

 

(4,004

)

 

 

(7,720

)

 

 

(7,895

)

Interest expense

 

(4,762

)

 

 

(4,729

)

 

 

(9,538

)

 

 

(10,331

)

Income tax (expense) benefit

 

(2,470

)

 

 

(2,675

)

 

 

(4,793

)

 

 

(5,882

)

Net income (loss), prior to non-controlling interest

$

254,803

 

 

$

267,786

 

 

$

471,835

 

 

$

449,053

 

Third Party Fee Income

Third party fee income includes income that is incremental and/or directly attributable to our underwriting operations. It is primarily compromised of performance and management fees earned by the Bermuda segment that were generated by our third party capital manager, Ada Capital Management Limited, and fees earned by the International segment for management services provided to consortia and third party syndicates. We believe that this measure is a relevant component of our underwriting income (loss).

The following table reconciles third party fee income to other income, the most directly comparable GAAP financial measure:

 

Three Months Ended

 

Six Months Ended

 

June 30,

 

June 30,

($ in thousands)

 

2026

 

 

2025

 

 

2026

 

 

2025

Third party fee income

$

3,904

 

 

$

5,014

 

 

$

10,655

 

 

$

9,676

 

Other income (loss)

$

3,904

 

 

$

5,014

 

 

$

10,655

 

 

$

9,676

 

Other Underwriting Expenses

Other underwriting expenses include those general and administrative expenses that are incremental and/or directly attributable to our underwriting operations. While this measure is presented in Note 8, Segment Reporting in the unaudited condensed consolidated financial statements, it is considered a non-GAAP financial measure when presented elsewhere.

Corporate expenses include holding company costs necessary to support our reportable segments. As these costs are not incremental and/or directly attributable to our underwriting operations, these costs are excluded from other underwriting expenses, and therefore, underwriting income (loss). General and administrative expenses, the most comparable GAAP financial measure to other underwriting expenses, also includes corporate expenses.

The following table reconciles other underwriting expenses to general and administrative expenses, the most directly comparable GAAP financial measure:

 

Three Months Ended

 

Six Months Ended

 

June 30,

 

June 30,

($ in thousands)

 

2026

 

 

2025

 

 

2026

 

 

2025

Other underwriting expenses

$

53,887

 

 

$

55,975

 

 

$

104,279

 

 

$

105,709

 

Corporate expenses

 

13,044

 

 

 

12,853

 

 

 

24,116

 

 

 

25,821

 

General and administrative expenses

$

66,931

 

 

$

68,828

 

 

$

128,395

 

 

$

131,530

 

Other Underwriting Expense Ratio

Other Underwriting Expense Ratio is a measure of the other underwriting expenses (net of third party fee income) incurred by the Company and is expressed as a percentage of net premiums earned.

Loss Ratio

Attritional Loss Ratio – current year is the attritional losses incurred by the company relating to the current year divided by net premiums earned.

Attritional Loss Ratio – prior year development is the attritional losses incurred by the company relating to prior years divided by net premiums earned.

Catastrophe Loss Ratio – current year is the catastrophe losses incurred by the company relating to the current year divided by net premiums earned.

Catastrophe Loss Ratio – prior year development is the catastrophe losses incurred by the company relating to prior years divided by net premiums earned.

Combined Ratio

Combined Ratio is a measure of our underwriting profitability and is expressed as the sum of the loss and loss adjustment expense ratio, acquisition cost ratio and other underwriting expense ratio. A combined ratio under 100% indicates an underwriting profit, while a combined ratio over 100% indicates an underwriting loss.

Special Note Regarding Forward-Looking Statements

This information includes “forward looking statements” pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of terms such as “believes,” “expects,” “may,” “will,” “target,” “should,” “could,” “would,” “seeks,” “intends,” “plans,” “contemplates,” “estimates,” “forecasts,” or “anticipates,” or similar expressions which concern our strategy, plans, projections or intentions. These forward-looking statements appear in a number of places throughout and relate to matters such as our industry, growth strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, business plans (including syndicate capacity forecasts), and other financial and operating information. By their nature, forward-looking statements: speak only as of the date they are made; are not statements of historical fact or guarantees of future performance; and are subject to risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

There are a number of risks, uncertainties, and other important factors that could cause our actual results to differ materially from the forward-looking statements contained herein. Such risks, uncertainties, and other important factors include, among others, the risks, uncertainties and factors set forth in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), our other subsequent periodic reports filed with the Securities and Exchange Commission and the following:

  • challenges from competitors, including those arising from industry consolidation, alternative capital and technological advancements, including the increasing use of advanced analytics and artificial intelligence;

  • unpredictable events, including natural catastrophes and man‑made disasters, global climate change and emerging claim, litigation and coverage issues that may increase loss severity or expand coverage obligations;

  • our ability, or that of the third parties on which we rely, to ensure reserves are adequate to cover actual losses and to accurately assess underwriting risk, models, assumptions, data quality and the pricing of risks, particularly in long‑tail, low‑frequency or emerging lines of business;

  • our ability to defend and protect our intellectual property rights, including our proprietary technology platforms and data, to comply with obligations under license and technology agreements or to obtain or renew licenses to technology or data on reasonable terms;

  • the impact of risks associated with human error, misconduct or fraud, model uncertainty, cybersecurity threats such as cyber‑attacks and security breaches, misuse of artificial intelligence and our reliance on third‑party information technology systems that may fail, be disrupted or require replacement;

  • our ability to secure necessary credit facilities, letters of credit or other forms of financing or collateral on favorable terms or at all;

  • our limited financial and operational flexibility due to covenants and other restrictions in our existing or future credit facilities and debt arrangements;

  • our exposure to the credit risk of insurance and reinsurance intermediaries on which we rely for the collection of premiums and payment of claims;

  • our failure to pay claims in a timely manner, significant reserve strengthening, or the need to sell investments under unfavorable market or other conditions in order to meet liquidity requirements;

  • downgrades, potential downgrades or other negative actions by rating agencies, including changes in rating agency methodologies;

  • our ability to manage risks associated with adverse macroeconomic conditions, geopolitical instability and global events, including current or anticipated military conflicts, public health crises, terrorism, sanctions, inflation, rising interest rates, energy price volatility and other disruptions;

  • the cyclical nature of the insurance and reinsurance business, which may result in declines in pricing and more competitive terms and conditions;

  • our results of operations fluctuating significantly from period to period and not being indicative of our long‑term prospects;

  • our ability to execute our strategy and to adapt our business and strategic plans in response to changing market, regulatory and competitive conditions;

  • our dependence on key executives and other personnel, including the potential loss of Bermudian or other critical personnel, and our ability to attract and retain qualified employees in highly competitive labor markets;

  • foreign operational risks, including foreign currency risk, political instability, regulatory uncertainty and differing legal regimes in jurisdictions where we operate;

  • our ability to identify, execute and integrate growth opportunities, including acquisitions or other strategic transactions, and to realize the anticipated benefits of such initiatives;

  • risks arising from our management of alternative reinsurance platforms and vehicles for third‑party investors;

  • our inability to control the asset allocation, investment decisions or performance of the Two Sigma Hamilton Fund, LLC (the “TS Hamilton Fund”) and our limited ability to withdraw capital from the TS Hamilton Fund;

  • conflicts of interest, governance, operational or regulatory risks involving Two Sigma Investments, LP (“Two Sigma”), the TS Hamilton Fund or their respective affiliates that could adversely affect investment performance or our business;

  • the historical performance of Two Sigma or the TS Hamilton Fund not being indicative of future performance or our future results;

  • risks associated with our investment strategy, including the use of leverage, derivatives, illiquid assets and concentration risk, which may be greater than those faced by some of our competitors;

  • our potentially becoming subject to additional or increased taxation, including U.S. federal income tax, Bermuda tax or other taxes, as a result of changes in tax laws, interpretations or our operations;

  • the potential classification of us or our subsidiaries as a passive foreign investment company or becoming subject to U.S. withholding and information reporting requirements under the U.S. Foreign Account Tax Compliance Act;

  • our ability to compete effectively in a highly regulated industry in light of new or changing domestic or international laws and regulations, including accounting standards and evolving regulatory interpretations;

  • the suspension, limitation or revocation of licenses or approvals required by our insurance and reinsurance subsidiaries;

  • significant legal, regulatory or governmental proceedings or investigations;

  • restrictions on our insurance and reinsurance subsidiaries’ ability to pay dividends or make other distributions to us;

  • challenges and costs associated with compliance with public company disclosure, governance and internal control requirements;

  • the limited ability of investors to influence corporate matters due to our multi‑class share structure and the voting provisions in our Bye‑laws;

  • the risk that anti‑takeover provisions in our Bye‑laws or Bermuda law could discourage, delay or prevent a change in control, even if beneficial to shareholders; and

  • difficulties investors may face in enforcing judgments or protecting their interests against us or our directors and officers.

There may be other factors that could cause our actual results to differ materially from the forward-looking statements. You should evaluate all forward-looking statements made herein in the context of these risks and uncertainties.

You should read this information completely and with the understanding that actual future results may be materially different from expectations. We caution you that the risks, uncertainties, and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits, or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. All forward-looking statements contained herein apply only as of the date hereof and are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

Investor contact:

Darian Niforatos

[email protected]

Media contact:

Kelly Corday Ferris

[email protected]

KEYWORDS: Caribbean United States Bermuda North America

INDUSTRY KEYWORDS: Insurance Professional Services

MEDIA:

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Erasca, Inc. Deadline: ERAS Investors with Losses in Excess of $100K Have Opportunity to Lead Erasca, Inc. Securities Fraud Lawsuit

PR Newswire

NEW YORK, Aug. 6, 2026 /PRNewswire/ — Why: Rosen Law Firm, a global investor rights law firm, reminds purchasers of common stock of Erasca, Inc. (NASDAQ: ERAS) between January 14, 2025 and April 26, 2026, inclusive (the “Class Period”), of the important August 10, 2026 lead plaintiff deadline.

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So what: If you purchased Erasca common stock during the Class Period you may be entitled to compensation without payment of any out of pocket fees or costs through a contingency fee arrangement.

What to do next: To join the Erasca class action, go to https://rosenlegal.com/cases/erasca-inc/join or call Phillip Kim, Esq. toll-free at 866-767-3653 or email [email protected] for information on the class action. A class action lawsuit has already been filed. If you wish to serve as lead plaintiff, you must move the Court no later than August 10, 2026. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation.

Why Rosen Law: We encourage investors to select qualified counsel with a track record of success in leadership roles. Often, firms issuing notices do not have comparable experience, resources, or any meaningful peer recognition. Many of these firms do not actually handle securities class actions, but are merely middlemen that refer clients or partner with law firms that actually litigate the cases. Be wise in selecting counsel. The Rosen Law Firm represents investors throughout the globe, concentrating its practice in securities class actions and shareholder derivative litigation. Rosen Law Firm has achieved the largest ever securities class action settlement against a Chinese Company. Rosen Law Firm was Ranked No. 1 by ISS Securities Class Action Services for number of securities class action settlements in 2017. The firm has been ranked in the top 4 each year since 2013 and has recovered billions of dollars for investors. In 2019 alone the firm secured over $438 million for investors. In 2020, founding partner Laurence Rosen was named by law360 as a Titan of Plaintiffs’ Bar. Many of the firm’s attorneys have been recognized by Lawdragon and Super Lawyers.

Details of the case: According to the lawsuit, Erasca, Inc., along with its CEO and CFO, violated federal securities laws by making false and misleading statements about its lead oncology drug candidate, ERAS-0015, throughout the Class Period. According to the complaint, Erasca repeatedly touted ERAS-0015 as a potential “best-in-class” therapy and highlighted purportedly superior preclinical results compared to Revolution Medicines’ competing drug candidate, RMC-6236, while failing to disclose that those comparisons were allegedly improper, exposed Erasca to patent and trade secret disputes, and lacked a reasonable basis. When the true details entered the market, the lawsuit claims that investors suffered damages. 

To join the Erasca class action, go to https://rosenlegal.com/cases/erasca-inc/join or call Phillip Kim, Esq. toll-free at 866-767-3653 or email [email protected] for information on the class action.

No Class Has Been Certified. Until a class is certified, you are not represented by counsel unless you retain one. You may select counsel of your choice. You may also remain an absent class member and do nothing at this point. An investor’s ability to share in any potential future recovery is not dependent upon serving as lead plaintiff.

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Contact Information:

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     The Rosen Law Firm, P.A.
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Morgan Stanley Direct Lending Fund Announces June 30, 2026 Financial Results and Declares Third Quarter 2026 Regular Dividend of $0.45 per Share

Morgan Stanley Direct Lending Fund Announces June 30, 2026 Financial Results and Declares Third Quarter 2026 Regular Dividend of $0.45 per Share

NEW YORK–(BUSINESS WIRE)–
Morgan Stanley Direct Lending Fund (NYSE: MSDL) (“MSDL” or the “Company”), a business development company externally managed by MS Capital Partners Adviser Inc. (the “Adviser”), today announced its financial results for the second quarter ended June 30, 2026.

QUARTERLY HIGHLIGHTS

  • Net investment income of $38.2 million, or $0.45 per share, as compared to $40.5 million, or $0.47 per share, for the quarter ended March 31, 2026;

  • Net asset value of $19.50 per share, as compared to $19.81 as of March 31, 2026;

  • Debt-to-equity was 1.21x as of June 30, 2026, as compared to 1.22x as of March 31, 2026;

  • New investment commitments of $95.0 million (net of any syndications), fundings of $146.2 million and sales and repayments of $240.5 million, resulting in net funded deployment of ($94.2) million;

  • The Company continued to ramp Capstone Lending LLC (“Capstone JV”). As of June 30, 2026, approximately 52.3% of the total capital commitments were called;

  • The Company’s Board of Directors (the “Board”) declared a regular dividend of $0.45 per share to shareholders of record as of June 30, 2026; and

  • On April 23, 2026, the Company executed an amendment to the Truist Credit Facility, extending the termination date to April 2030 and the final maturity to April 2031.

SELECTED FINANCIAL HIGHLIGHTS

For the Quarter Ended

($ in thousands, except per share information)

June 30, 2026

 

March 31, 2026

Net investment income per share

$0.45

 

$0.47

Net realized and unrealized gains (losses) per share1

($0.36)

 

($0.52)

Earnings per share

$0.09

 

($0.05)

Regular dividend per share

$0.45

 

$0.45

1 Amount shown may not correspond for the period as it may include the effect of the timing of the distribution, shares repurchased and the issuance of common stock.

 

As of

($ in thousands, except per share information)

June 30, 2026

 

March 31, 2026

Investments, at fair value

$3,554,287

 

$3,668,950

Total debt outstanding, at principal

$2,000,678

 

$2,064,010

Net assets

$1,647,868

 

$1,690,467

Net asset value per share

$19.50

 

$19.81

Debt to equity

1.21x

 

1.22x

Net debt to equity

1.17x

 

1.16x

RESULTS OF OPERATIONS

Total investment income for the quarter ended June 30, 2026 was $88.8 million, compared to $89.1 million for the quarter ended March 31, 2026. The modest decrease was primarily driven by the impact of positions placed on non-accrual, and partially offset by the impact of the Capstone JV.

Total net expenses for the quarter ended June 30, 2026 were $49.8 million, up from $47.7 million for the quarter ended March 31, 2026. The increase was primarily driven by higher interest and other financing expenses as well as a net increase in incentive fees in the quarter.

Net investment income for the quarter ended June 30, 2026 was $38.2 million, or $0.45 per share, compared to $40.5 million, or $0.47 per share, for the quarter ended March 31, 2026.

For the quarter ended June 30, 2026, net change in unrealized depreciation was $22.8 million and net realized losses were $7.4 million.

PORTFOLIO AND INVESTMENT ACTIVITY

As of June 30, 2026, the Company’s investment portfolio had a fair value of approximately $3.6 billion, comprised of 229 portfolio companies across 36 industries, with an average investment size of $15.5 million, or 0.4% of our total portfolio on a fair value basis. The composition of the Company’s investments was the following:

 

June 30, 2026

 

March 31, 2026

($ in thousands)

 

Cost

 

Fair Value

 

% of Total Investments at Fair Value

 

Cost

 

Fair Value

 

% of Total Investments at Fair Value

First Lien Debt

 

$3,414,546

 

$3,308,689

 

93.1%

 

$3,520,313

 

$3,439,360

 

93.8%

Second Lien Debt

 

77,453

 

72,603

 

2.0

 

82,095

 

72,397

 

2.0

Other Debt Investments

 

8,830

 

7,149

 

0.2

 

8,546

 

7,593

 

0.2

Equity

 

71,278

 

63,302

 

1.8

 

62,937

 

56,528

 

1.5

Investment in Joint Venture

 

104,532

 

102,544

 

2.9

 

94,532

 

93,072

 

2.5

Total

 

$3,676,639

 

$3,554,287

 

100.0%

 

$3,768,423

 

$3,668,950

 

100.0%

Investment activity was as follows:

Investment Activity:

Three Months Ended June 30, 2026

Three Months Ended March 31, 2026

New investment commitments, at par (net of syndications)

$94,988

$144,889

Investment fundings

$146,236

$173,964

Number of new investment commitments in portfolio companies

3

7

Number of portfolio companies exited or fully repaid

1

7

Total weighted average yield of investments in debt securities at amortized cost and fair value was 9.1% and 9.4%, respectively, as of June 30, 2026, down from 9.3% and 9.5%, respectively, as of March 31, 2026. Floating rate debt investments as a percentage of total portfolio on a fair value basis was 99.6% as of June 30, 2026, unchanged compared to March 31, 2026. As of June 30, 2026, certain investments in seven portfolio companies were on non-accrual status, representing approximately 2.9% of total investments at amortized cost.

CAPITAL AND LIQUIDITY

As of June 30, 2026, the Company had total principal debt outstanding of $2,000.7 million, including $351.0 million outstanding in the Company’s BNP Funding Facility, $215.7 million outstanding in the Truist Credit Facility, $425.0 million outstanding in the Company’s senior unsecured notes due February 2027, $350.0 million outstanding in the Company’s senior unsecured notes due May 2029, $350.0 million outstanding in the Company’s senior unsecured notes due May 2030 and $309.0 million outstanding in the Company’s inaugural CLO that closed in September 2025.

The combined weighted average interest rate on debt outstanding was 5.40% for the quarter ended June 30, 2026. As of June 30, 2026, the Company had $1,471.5 million of availability under its credit facilities and $71.6 million in unrestricted cash and short-term, liquid investments. Debt to equity was 1.21x and 1.22x as of June 30, 2026 and March 31, 2026, respectively.

SHARE REPURCHASES

For the three months ended June 30, 2026, the Company repurchased 831,486 shares at an average price of $15.06 per share.

JOINT VENTURE

The Company launched Capstone JV, a joint venture with an institutional investor with a substantially similar investment strategy as the Company. The Company and its joint venture partner agreed to contribute up to $200.0 million and $50.0 million, respectively, to Capstone JV. As of June 30, 2026, approximately 52.3% of the total capital commitments were called.

OTHER DEVELOPMENTS

  • On August 4, 2026, the Board declared a regular distribution of $0.45 per share, which is payable on or around October 23, 2026 to shareholders of record as of September 30, 2026.

  • Subsequent to quarter end, the Company successfully issued $350 million of 6.10% Notes due July 2031.

CONFERENCE CALL INFORMATION

Morgan Stanley Direct Lending Fund will host a conference call on Friday, August 7, 2026 at 10:00 am ET to review its financial results and conduct a question-and-answer session. All interested parties are invited to participate in the live earnings conference call by using the following dial-in numbers or audio webcast link available on the MSDL Investor Relations website:

To avoid potential delays, please join at least 10 minutes prior to the start of the earnings call. An archived replay will also be available on the MSDL Investor Relations website.

About Morgan Stanley Direct Lending Fund

Morgan Stanley Direct Lending Fund (NYSE: MSDL) is a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. MSDL has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. MSDL is externally managed by MS Capital Partners Adviser Inc., an indirect, wholly owned subsidiary of Morgan Stanley. MSDL is not a subsidiary of or consolidated with Morgan Stanley. For more information about Morgan Stanley Direct Lending Fund, please visit www.msdl.com.

Forward-Looking Statements

Statements included herein or on the webcast/conference call may constitute “forward-looking statements,” which relate to future events or MSDL’s future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results and conditions may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in MSDL’s filings with the U.S. Securities and Exchange Commission. MSDL undertakes no duty to update any forward-looking statements made herein or on the webcast/conference call.

 

Consolidated Statements of Assets and Liabilities

(In thousands, except share and per share amounts)
 

 

 

As of

 

 

 

June 30, 2026

 

 

December 31, 2025

 

 

 

(Unaudited)

 

 

(Audited)

 

Assets

 

 

 

 

 

 

Non-controlled/non-affiliated investments, at fair value (amortized cost of $3,537,851 and $3,833,800)

 

$

3,418,959

 

 

$

3,766,757

 

Non-controlled/affiliated investments, at fair value (amortized cost of $34,256 and $5,239)

 

 

32,784

 

 

 

4,789

 

Controlled/affiliated investments, at fair value (amortized cost of $104,532 and $0)

 

 

102,544

 

 

 

—

 

Total investments, at fair value (cost of $3,676,639 and $3,839,039)

 

 

3,554,287

 

 

 

3,771,546

 

Cash and cash equivalents (restricted cash of $8,600 and $3,820)

 

 

65,816

 

 

 

81,434

 

Investments in unaffiliated money market fund (cost of $14,357 and $12,976)

 

 

14,357

 

 

 

12,976

 

Deferred financing costs

 

 

18,914

 

 

 

16,874

 

Interest and dividend receivable from non-controlled/non-affiliated investments

 

 

23,670

 

 

 

26,332

 

Interest receivable from non-controlled/affiliated investments

 

 

146

 

 

 

89

 

Dividend receivable from controlled/affiliated investments

 

 

3,016

 

 

 

—

 

Receivable for investments sold/repaid

 

 

30,142

 

 

 

455

 

Other assets

 

 

391

 

 

 

10,390

 

Total assets

 

$

3,710,739

 

 

$

3,920,096

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Debt (net of unamortized debt issuance costs of $9,288 and $10,545)

 

$

1,981,897

 

 

$

2,086,672

 

Distributions payable

 

 

38,103

 

 

 

43,222

 

Management fees payable

 

 

9,182

 

 

 

9,596

 

Income based incentive fees payable

 

 

6,518

 

 

 

7,281

 

Interest payable

 

 

18,776

 

 

 

20,945

 

Payable for investment purchased

 

 

11

 

 

 

—

 

Payable to affiliates (Note 3)

 

 

51

 

 

 

91

 

Accrued expenses and other liabilities

 

 

8,333

 

 

 

4,200

 

Total liabilities

 

 

2,062,871

 

 

 

2,172,007

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets

 

 

 

 

 

 

Preferred stock, $0.001 par value (1,000,000 shares authorized; no shares issued and outstanding)

 

 

—

 

 

 

—

 

Common stock, par value $0.001 (500,000,000 shares authorized; 84,504,322 and 86,276,305 shares issued and outstanding)

 

 

85

 

 

 

86

 

Paid-in capital in excess of par value

 

 

1,740,413

 

 

 

1,767,623

 

Distributable earnings (loss)

 

 

(92,630

)

 

 

(19,620

)

Total net assets

 

$

1,647,868

 

 

$

1,748,089

 

Total liabilities and net assets

 

$

3,710,739

 

 

$

3,920,096

 

Net asset value per share

 

$

19.50

 

 

$

20.26

 
 

Consolidated Statements of Operations (Unaudited)

(In thousands, except share amounts)
 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

June 30, 2026

 

 

June 30, 2025

 

 

June 30, 2026

 

 

June 30, 2025

 

Investment income:

 

 

 

 

 

 

 

 

 

 

 

 

From non-controlled/non-affiliated investments:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

77,516

 

 

$

93,752

 

 

$

159,156

 

 

$

188,693

 

Payment-in-kind income

 

 

4,842

 

 

 

3,815

 

 

 

8,893

 

 

 

8,003

 

Dividend income

 

 

1,742

 

 

 

650

 

 

 

2,674

 

 

 

1,244

 

Other income

 

 

1,353

 

 

 

1,175

 

 

 

2,476

 

 

 

2,870

 

From non-controlled/affiliated investments:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

179

 

 

 

44

 

 

 

279

 

 

 

70

 

Payment-in-kind income

 

 

88

 

 

 

72

 

 

 

141

 

 

 

86

 

Dividend income

 

 

27

 

 

 

—

 

 

 

27

 

 

 

—

 

Other income

 

 

11

 

 

 

—

 

 

 

11

 

 

 

—

 

From controlled/affiliated investments:

 

 

 

 

 

 

 

 

 

 

 

 

Dividend income

 

 

3,016

 

 

 

—

 

 

 

4,181

 

 

 

—

 

Total investment income

 

 

88,774

 

 

 

99,508

 

 

 

177,838

 

 

 

200,966

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other financing expenses

 

 

32,018

 

 

 

34,707

 

 

 

62,683

 

 

 

68,886

 

Management fees

 

 

9,182

 

 

 

9,624

 

 

 

18,612

 

 

 

19,242

 

Income based incentive fees

 

 

6,518

 

 

 

9,279

 

 

 

12,318

 

 

 

19,122

 

Professional fees

 

 

1,716

 

 

 

1,698

 

 

 

3,190

 

 

 

3,306

 

Directors’ fees

 

 

130

 

 

 

130

 

 

 

259

 

 

 

259

 

Administrative service fees

 

 

61

 

 

 

85

 

 

 

122

 

 

 

145

 

General and other expenses

 

 

189

 

 

 

128

 

 

 

350

 

 

 

310

 

Total expenses

 

 

49,814

 

 

 

55,651

 

 

 

97,534

 

 

 

111,270

 

Management fees waiver (Note 3)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(641

)

Incentive fees waiver (Note 3)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(375

)

Net expenses

 

 

49,814

 

 

 

55,651

 

 

 

97,534

 

 

 

110,254

 

Net investment income (loss) before taxes

 

 

38,960

 

 

 

43,857

 

 

 

80,304

 

 

 

90,712

 

Excise tax expense

 

 

800

 

 

 

200

 

 

 

1,634

 

 

 

827

 

Net investment income (loss) after taxes

 

 

38,160

 

 

 

43,657

 

 

 

78,670

 

 

 

89,885

 

Net realized and unrealized gain (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Net realized gain (loss) on non-controlled/non-affiliated investments

 

 

(7,407

)

 

 

25

 

 

 

(20,580

)

 

 

587

 

Foreign currency and other transactions

 

 

(24

)

 

 

66

 

 

 

(22

)

 

 

53

 

Net realized gain (loss)

 

 

(7,431

)

 

 

91

 

 

 

(20,602

)

 

 

640

 

Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated investments

 

 

(21,915

)

 

 

(7,751

)

 

 

(51,621

)

 

 

(24,899

)

Net change in unrealized appreciation (depreciation) on non-controlled/affiliated investments

 

 

(351

)

 

 

(2

)

 

 

(1,023

)

 

 

40

 

Net change in unrealized appreciation (depreciation) on controlled/affiliated investments

 

 

(527

)

 

 

—

 

 

 

(1,987

)

 

 

—

 

Translation of assets and liabilities in foreign currencies

 

 

(8

)

 

 

101

 

 

 

(19

)

 

 

100

 

Net unrealized appreciation (depreciation)

(22,801

)

(7,652

)

(54,650

)

(24,759

)

Net realized and unrealized gain (loss)

(30,232

)

(7,561

)

(75,252

)

(24,119

)

Net increase (decrease) in net assets resulting from operations

 $

7,928

 $

36,096

 $

3,418

 $

65,766

Earnings per share (basic and diluted)

 $

0.09

 $

0.41

 $

0.04

 $

0.75

Weighted average shares outstanding (basic and diluted)

84,754,809

87,189,801

85,262,160

87,798,346

 

Investors

Sanna Johnson, Head of Investor Relations

[email protected]

Media

Alyson Barnes

212-762-0514

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Professional Services Finance

MEDIA: