Market Newsdesk

November 5, 2026 7:57 am

Redwire Awarded $20 Million Contract for Additional Otter VLEO Testing and Experimentation

Redwire Awarded $20 Million Contract for Additional Otter VLEO Testing and Experimentation

Additional tests of critical air-breathing technology aims to reduce risk for the research and development program

JACKSONVILLE, Fla.–(BUSINESS WIRE)–
Redwire Corporation (NYSE: RDW), a global leader in aerospace and defense technology solutions, today announced that it has been awarded a $20 million contract from the Defense Advanced Research Projects Agency (DARPA) to complete additional testing and experimentation on a scaled version of Redwire’s SabreSat spacecraft for a precursor flight test in very low-Earth orbit (VLEO), as part of the DARPA Otter program.

The separate award adds a second VLEO flight mission to Redwire’s work on Otter and marks a major step toward sustained operations in VLEO — one of space’s most challenging and strategically important orbital regimes.

“This flight test allows us to gather data that cannot be fully recreated on the ground, learn faster, and reduce risk for the full Otter mission. Redwire is not simply building one spacecraft. We are creating the platforms, models, and digital infrastructure needed to make VLEO operational at scale,” said Spence Wise, Redwire Senior Vice President of Missions and Platforms. “Redwire’s continued work on the Otter program enables us to mature propulsion and spacecraft systems that can operate in VLEO. These innovations are building a new class of maneuverable, energy‑efficient spacecraft capable of supporting persistent operations in critical orbital regimes, ultimately equipping national security space missions with distinctive operational advantages, from rapid orbital agility to enhanced tactical responsiveness.”

Redwire has built a differentiated, end-to-end VLEO capability spanning spacecraft platforms, environmental modeling, digital engineering and mission integration. Redwire is one of the only providers developing both ultra-low-altitude, air-breathing, and non-air-breathing VLEO platforms designed for proliferated constellations, supported by a validated, multi-physics, multi-mission digital ecosystem built specifically for VLEO.

The Otter Flight Test award builds on Redwire’s $44 million Phase 2 Otter contract announced in November 2025 to complete manufacturing and deliver the full-scale spacecraft to launch. Together, the two announced awards total $64 million and establish a phased flight approach to advance air-breathing technology toward operational use. As prime mission integrator for Otter, Redwire is responsible for developing and integrating the spacecraft using Redwire’s U.S.-built SabreSat Orbital Drone platform.

In addition to Otter, Redwire’s VLEO portfolio includes its role as prime contractor for the European Space Agency’s Skimsat mission, which leverages the company’s European-built Phantom spacecraft, as well as digital engineering work for DeepSat’s planned VLEO constellation. Together, these programs reinforce Redwire’s position at the forefront of developing both the spacecraft and digital foundation required to unlock VLEO for national security, intelligence, communications, and Earth observation missions.

About Redwire

Redwire Corporation (NYSE: RDW) is an integrated space and defense tech company focused on advanced technologies. We are building the future of aerospace infrastructure, autonomous systems, and multi-domain operations leveraging digital engineering and AI automation. Redwire’s approximately 1,400 employees located throughout North America and Europe are committed to delivering innovative space and airborne platforms transforming the future of multi-domain operations. For more information, please visit RDW.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20261105844088/en/

Media Contact:

Tere Riley

[email protected]

Investors:

[email protected]

KEYWORDS: United States North America Florida

INDUSTRY KEYWORDS: Other Defense Contracts Technology Defense Artificial Intelligence Satellite Science Government Technology Engineering Aerospace Manufacturing Other Science

MEDIA:

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November 5, 2026 7:57 am

Charming Medical Limited Announces Receipt of Nasdaq Delisting Determination Notice.

Hong Kong, Nov. 05, 2026 (GLOBE NEWSWIRE) — Charming Medical Limited (Nasdaq: MCTA) (the “Company”), a Hong Kong-based provider of Traditional Chinese Medicine (TCM)-inspired therapies and products, today announced that it received a delisting determination letter, dated October 29, 2026, from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq Staff has determined to delist the Company’s securities from Nasdaq.

On November 11, 2025, the U.S. Securities and Exchange Commission (the “SEC”) issued an order suspending trading in the Company’s securities because of potential manipulation in the securities of the Company effectuated through recommendations made to investors by unknown persons via social media to purchase, hold, and/or sell the securities of the Company and to send screenshots documenting their transaction, which appear to be designed to artificially inflate the price and trading volume of the securities of Company (the SEC’s order can be found at https://www.sec.gov/files/litigation/suspensions/2025/34-104176.pdf). Following this, Nasdaq halted trading in the Company’s securities and has now determined to delist the Company’s securities pursuant to Nasdaq Listing Rule IM-5101-4.

Nasdaq Listing Rule 5101 provides Nasdaq with “broad discretionary authority over the initial and continued listing of securities in Nasdaq in order to maintain the quality of and public confidence in its market, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and to protect investors and the public interest.” Listing Rule IM-5101-4 further expands on this authority, allowing Nasdaq “to exercise discretion to delist a company from Nasdaq based on the potential for one or more third parties to engage in misconduct impacting a company’s securities where the SEC has implemented a temporary trading suspension.”

Following the Notice, the Company has and will continue to consult with its legal counsel and other advisors to evaluate its next steps and will make further announcements as and when appropriate. Unless the Company requests an appeal of this determination by November 5, 2026, trading of the Company’s securities will be suspended at the opening of business on November 9, 2026. Nasdaq will subsequently file a Form 25-NSE with the SEC, which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

To date, Nasdaq has not communicated any findings or determination that the Company engaged in wrongdoing in connection with the recent trading activity in the Company’s securities or otherwise. The delisting determination does not affect the Company’s ongoing business operations or financial condition, and the Company will continue to conduct its business in the ordinary course.

Following the removal from The Nasdaq Stock Market, the Company’s securities may be eligible for trading in the over-the-counter (OTC) market. However, there can be no assurance that an active or sustained secondary trading market will develop for the Company’s securities.

About Charming Medical Limited

Charming Medical Limited (the “Company”) is a Hong Kong-based provider of Traditional Chinese Medicine (TCM)-inspired therapies and products. The Company integrates TCM principles with modern technology to enhance quality of life and promote holistic well-being. Through its four wellness centers in Hong Kong, the Company offers a wide range of services, including womb-warming therapy, pelvic detox therapy, moxibustion, prenatal massage, and traditional abdominal binding, designed to address women’s health issues such as menstrual irregularities, hormonal imbalance, and postpartum recovery. Under its “Beauty Lab” brand, Charming Medical Limited also develops and distributes TCM-inspired supplements and beauty products, such as uterine care patches, probiotic washes, and nourishing herbal formulations, aimed at improving women’s constitution and vitality. In addition, the Company provides technical training, dietary therapy consultancy, and franchise opportunities to extend its wellness philosophy to other practitioners and entrepreneurs. For more information, please visit https://charmingmed.com.

Forward-Looking Statement

This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and other factors discussed in the “Risk Factors” section of the registration statement and Form 20-F filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

Investor Relations Contacts

Charming Medical Limited
Investor Relations
Tel: +852-3797-8461
Email: [email protected]

November 5, 2026 7:56 am

Vistance Networks Reports Third Quarter 2026 Results

Vistance Networks Reports Third Quarter 2026 Results

Third Quarter Highlights

Net sales of $319.7 million
GAAP income from continuing operations of $54.7 million
Non-GAAP adjusted EBITDA of $56.6 million ⁽¹⁾
Aurora Networks “Aurora” operating income of $23.0 million
Aurora non-GAAP adjusted EBITDA of $56.8 million* ⁽¹⁾
Cash flow used in operations of $(57.5) million and free cash flow of $(57.7) million ⁽²⁾

* Reflects the results of Aurora, our reportable segment, which represent substantially all of our net sales and exclude general corporate costs that were previously allocated to the divested RUCKUS and CCS segments because they were not directly attributable to the divested segments. See the segment comparison tables below showing the breakdown of Aurora’s results and the corporate and other costs previously allocated to the divested RUCKUS and CCS segments.

(1) See “Non-GAAP Financial Measures” and “Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures” below.

(2) The cash flows related to discontinued operations have not been segregated. Accordingly, this cash flow information includes the results of continuing and discontinued operations.

RICHARDSON, Texas–(BUSINESS WIRE)–
Vistance Networks, Inc. (NASDAQ: VISN), a global leading provider of intelligent network solutions, today reported results for the quarter ended September 30, 2026.

Summary of Consolidated Results
	Q3		Q3			% Change
	2026		2025			YOY
	(in millions, except per share amounts)
Net sales	$	319.7	$	337.8			(5.4	)%
GAAP income (loss) from continuing operations		54.7		(18.9	)	NM
GAAP income (loss) from continuing operations per diluted share		0.24		(0.16	)	NM
Non-GAAP adjusted EBITDA ⁽¹⁾		56.6		24.8			128.2
Aurora operating income		23.0		25.5			(9.8	)
Aurora non-GAAP adjusted EBITDA ^{(1) (2)}		56.8		54.1			5.0
Non-GAAP adjusted net income per diluted share ⁽¹⁾		0.23		0.06			283.3

NM – Not meaningful
(1) See “Non-GAAP Financial Measures” below.
(2) Reflects the results of Aurora, our reportable segment, which represent substantially all of our net sales and exclude general corporate costs that were previously allocated to the divested RUCKUS and CCS segments because they were not directly attributable to the divested segments.

“During the third quarter, we continued to make progress across our Vistance Networks business, supported by ongoing DOCSIS 4.0 deployments and adoption of our next-generation intelligent amplifiers. While memory chip pressures and customer deployment timing continue to impact near-term performance, we remain confident in the long-term demand for our products and opportunities to expand our portfolio. We are also pleased with the significant value we have returned to shareholders following the divestitures of our CCS and RUCKUS businesses. Including our recently announced $1.50 per share special distribution, we will have distributed $16.50 per share in 2026. As of October 30, 2026, we repurchased $225 million of stock under our existing stock repurchase programs. With a strong, debt-free balance sheet, we are well positioned to continue investing in our business and creating additional value,” said Chuck Treadway, President and Chief Executive Officer.

“Aurora Networks delivered $320 million of revenue and $57 million of Adjusted EBITDA in the third quarter. This was generally aligned with our expectations as memory chip pricing and stranded costs were more than offset by a lower variable compensation. Looking ahead, we are revising our full-year adjusted EBITDA guidance to $180 million to $200 million, primarily resulting from customer demand being pushed out into 2027. We remain confident in the underlying demand for our products and are focused on managing costs, maintaining financial flexibility and positioning the business to capitalize on longer-term network upgrade opportunities,” said Kyle Lorentzen, Chief Financial Officer.

Through October 30^th, the Company has utilized $225 million of the authorization to buy back 28.9 million shares or approximately 13% of the outstanding shares at the end of the second quarter, inclusive of shares that vested with the Ruckus transaction in the third quarter.

Third Quarter Results and Comparisons

Net sales in the third quarter of 2026 decreased 5.4% year-over-year to $319.7 million with decreases in the United States (U.S.), the Caribbean and Latin America (CALA) region and Canada, partially offset by increases in the Europe, Middle East and Africa (EMEA) region and the Asia Pacific (APAC) region.

Income from continuing operations of $54.7 million, or $0.24 per diluted share, in the third quarter of 2026, increased compared to loss from continuing operations of $18.9 million, or $(0.16) per diluted share in the same prior year period. Non-GAAP adjusted net income for the third quarter of 2026 was $53.0 million, or $0.23 per diluted share, increased compared to $17.7 million, or $0.06 per diluted share, in the same prior year period.

Aurora operating income decreased $2.5 million or 9.8% to $23.0 million in the third quarter compared to $25.5 million in the same prior year period.

Aurora non-GAAP adjusted EBITDA increased 5.0% to $56.8 million in the third quarter of 2026 compared to $54.1 million in the same prior year period. Aurora non-GAAP adjusted EBITDA as a percentage of net sales increased to 17.8% in the third quarter of 2026 compared to 16.0% in the same prior year period. Non-GAAP adjusted EBITDA increased 128.2% to $56.6 million in the third quarter of 2026 compared to $24.8 million in the same prior year period. Non-GAAP adjusted EBITDA as a percentage of net sales increased to 17.7% in the third quarter of 2026 compared to 7.3% in the same prior year period.

Third Quarter Comparisons

Sales by Region
					% Change
	Q3 2026		Q3 2025		YOY
United States	$	252.9	$	274.6		(7.9	)	%
Europe, Middle East and Africa		26.6		15.2		75.0
Asia Pacific		18.5		16.6		11.4
Caribbean and Latin America		10.3		16.3		(36.8	)
Canada		11.4		15.1		(24.5	)
Total net sales	$	319.7	$	337.8		(5.4	)	%

Segment Net Sales
						% Change
	Q3 2026			Q3 2025		YOY
Aurora ⁽¹⁾	$	319.8		$	337.8		(5.3	)	%
Corporate and other ⁽²⁾		(0.1	)		—	NM
Total net sales	$	319.7		$	337.8		(5.4	)	%

Segment Operating Income (Loss)
							% Change
	Q3 2026			Q3 2025			YOY
Aurora ⁽¹⁾	$	23.0		$	25.5			(9.8	)	%
Corporate and other ⁽³⁾		(0.1	)		(37.0	)		(99.7	)
Total operating income (loss)	$	22.9		$	(11.5	)	NM

Segment Adjusted EBITDA (See “Non-GAAP Financial Measures,” below)
							% Change
	Q3 2026			Q3 2025			YOY
Aurora ⁽¹⁾	$	56.8		$	54.1			5.0		%
Corporate and other ⁽³⁾		(0.2	)		(29.3	)		(99.3	)
Total segment adjusted EBITDA	$	56.6		$	24.8			128.2		%

NM – Not meaningful
(1) Reflects the results of Aurora, our reportable segment, which represent substantially all of our net sales and exclude general corporate costs that were previously allocated to the divested RUCKUS and CCS segments because they were not directly attributable to the divested segments.
(2) Includes certain revenues reflected within continuing operations related to products associated with businesses affected by prior divestiture transactions. Such amounts continue to be reported within continuing operations based on the terms of the underlying transactions.
(3) Primarily reflects general corporate costs that were previously allocated to the divested RUCKUS and CCS segments. These indirect expenses have been classified as continuing operations because they were not directly attributable to the divested segments. The costs previously allocated to the CCS segment were reallocated to our remaining segments and partially offset by income under the Amphenol TSA beginning in the first quarter of 2026. Beginning in the third quarter of 2026, the costs previously allocated to the RUCKUS segment were reallocated to our remaining segment and partially offset by income under the Belden TSA.

Net Sales, Cash Flow and Balance Sheet

Aurora net sales of $319.8 million decreased 5.3% compared with the same prior year period driven by a decrease in the legacy business, partially offset by an increase in the Access Technologies business.
Aurora orders increased 41% compared with the same prior year period, while backlog totaled $410 million, up 3% compared with the same prior year period.
GAAP cash flow used in operations in the third quarter of 2026 was $57.5 million.
Free cash flow used in the third quarter of 2026 was $57.7 million after adjusting operating cash flow for $0.2 million of additions to property, plant and equipment. The cash flows related to discontinued operations have not been segregated. Accordingly, this cash flow information includes the results of continuing and discontinued operations.
The Company ended the quarter with $683.1 million in cash and cash equivalents.
As of September 30, 2026, the Company had no outstanding borrowings under its asset-based revolving credit facility and had availability of $158.9 million, after taking into account the borrowing base limitations and outstanding letters of credit. The Company ended the quarter with total liquidity of approximately $842.0 million.

Stock Repurchase Plan

In addition, the Company announced that its Board of Directors has approved a share repurchase program authorizing the Company to repurchase up to an aggregate of $100 million of its outstanding shares of common stock. The $100 million repurchase authorization is in addition to the $250 million in aggregate repurchase authorizations that were previously announced by the Company. The Company may repurchase shares in the open market, in privately negotiated transactions or in such other manners as determined by the Company, including through repurchase plans complying with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The method, timing and amount of any repurchases made under the share repurchase program will depend on a variety of factors, including capital and liquidity requirements, market conditions and alternative uses for cash. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and the program may be modified, suspended or discontinued at any time.

Conference Call, Webcast and Investor Presentation

As previously announced, Vistance Networks will host a conference call today at 8:30 a.m. ET in which management will discuss third quarter of 2026 results. The conference call will also be webcast.

The live, listen-only audio of the call will be available through a link on the Events and Presentations page of Vistance Networks’ Investor Relations website.

A webcast replay will be archived on Vistance Networks’ website for a limited period of time following the conference call.

During the conference call, the Company may discuss and answer questions concerning business and financial developments and trends that have occurred after quarter-end. The Company’s responses to questions, as well as other matters discussed during the conference call, may contain or constitute information that has not been disclosed previously.

About Vistance Networks:

Vistance Networks (NASDAQ: VISN) shapes the future of communications technology, pushing past what is possible. We deliver solutions that bring reliability and performance to a world always in motion. Our global team of innovators and employees are trusted advisors who listen to customers first, then deliver value. Discover more at www.vistancenetworks.com. Follow us on LinkedIn.

Non-GAAP Financial Measures

Management believes that presenting certain non-GAAP financial measures enhances an investor’s understanding of our financial performance. Management further believes that these financial measures are useful in assessing Vistance Networks’ operating performance from period to period by excluding certain items that we believe are not representative of our core business. Management also uses certain of these financial measures for business planning purposes and in measuring Vistance Networks’ performance relative to that of its competitors. Management believes these financial measures are commonly used by investors to evaluate Vistance Networks’ performance and that of its competitors. However, Vistance Networks’ use of certain non-GAAP terms may vary from that of others in its industry. Non-GAAP financial measures should not be considered as alternatives to operating income (loss), net income (loss), cash flow from operations or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance, operating cash flows or liquidity. A reconciliation of each of the non-GAAP measures discussed herein to their most comparable GAAP measures is below.

Forward Looking Statements

This press release includes certain statements that constitute “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, which reflect our current views with respect to future events and financial performance. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “potential,” “anticipate,” “should,” “could,” “designed to,” “foreseeable future,” “believe,” “think,” “scheduled,” “outlook,” “target,” “guidance” and similar expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be all-inclusive.

These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control, including, without limitation, our dependence on customers’ capital spending on data, communication and entertainment equipment, which could be negatively impacted by a regional or global economic downturn, among other factors; the potential impact of higher than normal inflation; concentration of sales among a limited number of customers; risks associated with our sales through channel partners; changes to the regulatory environment in which we and our customers operate; changes in technology; industry competition and the ability to retain customers through product innovation, introduction, and marketing; changes in cost and availability of key components, including memory chips, and the potential effect on customer pricing and timing of delivery of products to customers; risks related to our ability to implement price increases on our products and services; risks associated with our dependence on a limited number of key suppliers for certain components; risks related to the successful execution of our initiatives related to stranded costs reductions; potential difficulties in realigning manufacturing capacity and capabilities between our manufacturing facility and facilities of our contract manufacturers that may affect our ability to meet customer demands for products; possible future restructuring actions; the risk that our manufacturing operations, including our contract manufacturers on which we rely, encounter capacity, production, quality, financial or other difficulties causing difficulty in meeting customer demands; our ability to access available credit or otherwise obtain financing on acceptable terms or at all; our ability to generate cash to service any future indebtedness; our ability to fully realize anticipated benefits from prior or future divestitures, acquisitions or equity investments; possible future additional impairment charges for fixed or intangible assets, including goodwill; our ability to attract and retain qualified key employees; labor unrest; product quality or performance issues, including those associated with our suppliers or contract manufacturers, and associated warranty claims; our ability to maintain effective management information technology systems and to successfully implement major systems initiatives; cyber security incidents, including data security breaches, ransomware or computer viruses; the use of open standards; the long-term impact of climate change; significant international operations exposing us to economic risks like variability in foreign exchange rates and inflation, as well as political, geopolitical and other risks, including the impact of wars, regional conflicts and terrorism; our ability to comply with governmental anti-corruption laws and regulations worldwide; the impact of export and import controls and sanctions worldwide on our supply chain and ability to compete in international markets; changes in the laws and policies in the U.S. affecting trade, including the risk and uncertainty related to tariffs or potential trade wars and potential changes to laws and policies, that may impact our products and costs; the costs of protecting or defending intellectual property; costs and challenges of compliance with domestic and foreign social and environmental laws; the impact of litigation and similar regulatory proceedings in which we are involved or may become involved, including the costs of such litigation; the scope, duration and impact of disease outbreaks and pandemics, such as COVID-19, on our business, including employees, sites, operations, customers, supply chain logistics and the global economy; our stock price volatility; income tax rate variability and ability to recover amounts recorded as deferred tax assets; and other factors beyond our control.

These and other factors are discussed in greater detail under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025, and may be updated from time to time in our annual reports, quarterly reports, current reports and other filings we make with the Securities and Exchange Commission. Although the information contained in this press release represents our best judgment as of the date of this release based on information currently available and reasonable assumptions, we can give no assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date made. We are not undertaking any duty or obligation to update this information to reflect developments or information obtained after the date of this press release, except to the extent required by law.

Vistance Networks, Inc.
Condensed Consolidated Statements of Operations
(Unaudited — In millions, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2026			2025			2026			2025
Net sales	$	319.7		$	337.8		$	937.7		$	897.5
Cost of sales		207.3			217.4			596.2			527.2
Gross profit		112.4			120.4			341.5			370.3
Transition service agreement income		7.6			8.6			9.2			27.6
Operating expenses:
Selling, general and administrative		48.6			74.8			168.3			222.0
Research and development		27.4			42.6			91.1			124.7
Amortization of purchased intangible assets		19.0			21.6			59.6			66.8
Restructuring costs, net		2.1			1.6			17.2			13.1
Other		—			(0.1	)		—			4.8
Total operating expenses		97.1			140.5			336.2			431.4
Operating income (loss)		22.9			(11.5	)		14.5			(33.5	)
Other income (expense), net		(0.2	)		0.1			3.2			(6.2	)
Interest expense		(0.9	)		—			(1.7	)		—
Interest income		12.9			3.9			39.1			11.4
Income (loss) from continuing operations before income taxes		34.7			(7.5	)		55.1			(28.3	)
Income tax (expense) benefit		20.0			(11.4	)		42.3			347.8
Income (loss) from continuing operations		54.7			(18.9	)		97.4			319.5
Income from discontinued operations, net of income tax expense of $300.9, $27.9, $1,474.7 and $478.1, respectively		975.9			127.3			6,736.3			604.7
Net income		1,030.6			108.4			6,833.7			924.2
Series A convertible preferred stock dividends		—			(17.3	)		(1.7	)		(51.3	)
Deemed dividend on redemption of Series A convertible preferred stock		0.1			—			(11.8	)		—
Net income attributable to common stockholders	$	1,030.7		$	91.1		$	6,820.2		$	872.9

Basic:
Earnings (loss) from continuing operations per share	$	0.24		$	(0.16	)	$	0.37		$	1.23
Earnings from discontinued operations per share		4.35			0.57			29.85			2.76
Earnings per share	$	4.59		$	0.41		$	30.22		$	3.99

Diluted:
Earnings (loss) from continuing operations per share	$	0.24		$	(0.16	)	$	0.36		$	1.17
Earnings from discontinued operations per share		4.30			0.57			29.12			2.20
Earnings per share	$	4.54		$	0.41		$	29.48		$	3.37

Weighted average shares outstanding:
Basic		224.7			221.5			225.7			218.7
Diluted (a)		226.9			221.5			231.3			274.1
(a) Calculation of diluted earnings per share:
Net income attributable to common stockholders (basic and diluted)	$	1,030.7		$	91.1		$	6,820.2		$	872.9

Weighted average shares (basic)		224.7			221.5			225.7			218.7
Dilutive effect of equity-based awards		2.2			—			5.6			10.2
Dilutive effect of as-if converted Series A convertible preferred stock		—			—			—			45.2
Denominator (diluted)		226.9			221.5			231.3			274.1

See notes to unaudited condensed consolidated financial statements included in our Form 10-Q.

Vistance Networks, Inc.
Condensed Consolidated Balance Sheets
(In millions, except share amounts)

	Unaudited September 30, 2026			December 31, 2025
Assets
Cash and cash equivalents	$	683.1		$	613.5
Accounts receivable, net of allowance for credit losses of $0.5 and $1.2, respectively		290.0			273.4
Inventories, net		357.8			238.7
Prepaid expenses and other current assets		89.6			46.0
Current assets held for sale		—			4,624.6
Total current assets		1,420.5			5,796.2
Property, plant and equipment, net of accumulated depreciation of $129.7 and $134.7, respectively		44.6			50.3
Goodwill		268.7			268.7
Other intangible assets, net		659.3			719.1
Deferred income taxes		305.6			1,722.3
Other noncurrent assets		119.8			118.4
Noncurrent assets held for sale		—			696.0
Total assets	$	2,818.5		$	9,371.0
Liabilities and Stockholders’ Equity (Deficit)
Accounts payable	$	178.8		$	161.4
Accrued and other liabilities		176.0			306.7
Current liabilities held for sale		—			1,027.4
Total current liabilities		354.8			1,495.5
Long-term debt		—			7,260.2
Deferred income taxes		64.4			67.3
Other noncurrent liabilities		165.7			153.4
Noncurrent liabilities held for sale		—			120.0
Total liabilities		584.9			9,096.4
Commitments and contingencies
Series A convertible preferred stock, $0.01 par value		—			1,278.7
Stockholders’ equity (deficit):
Preferred stock, $0.01 par value: Authorized shares: 200,000,000; Issued and outstanding shares: None and 1,278,653, respectively, Series A convertible preferred stock
		—			—
Common stock, $0.01 par value: Authorized shares: 1,300,000,000; Issued and outstanding shares: 212,979,678 and 223,260,316, respectively		2.5			2.4
Additional paid-in capital		2,511.6			2,487.9
Retained earnings (accumulated deficit)		259.3			(3,040.8	)
Accumulated other comprehensive income (loss)		1.4			(118.7	)
Treasury stock, at cost: 39,678,750 shares and 18,665,426 shares, respectively		(541.2	)		(334.9	)
Total stockholders’ equity (deficit)		2,233.6			(1,004.1	)
Total liabilities and stockholders’ equity (deficit)	$	2,818.5		$	9,371.0

See notes to unaudited condensed consolidated financial statements included in our Form 10-Q.

Vistance Networks, Inc.
Condensed Consolidated Statements of Cash Flows ⁽¹⁾
(Unaudited — In millions)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2026			2025			2026			2025
Operating Activities:
Net income	$	1,030.6		$	108.4		$	6,833.7		$	924.2
Adjustments to reconcile net income to net cash generated by (used in) operating activities:
Depreciation and amortization		22.2			74.7			84.7			227.9
Equity-based compensation		7.6			10.7			23.7			27.3
Deferred income taxes		154.8			31.4			1,390.8			32.7
(Gain) loss on disposal of discontinued operations		(1,256.4	)		0.2			(8,265.7	)		(869.0	)
Noncash write-off of unamortized DFF and OID		0.5			—			101.8			—
Changes in assets and liabilities:
Accounts receivable		(5.0	)		(108.8	)		(45.0	)		(347.3	)
Inventories		(43.9	)		22.5			(159.9	)		(67.5	)
Prepaid expenses and other assets		141.8			(72.8	)		(42.8	)		(148.9	)
Accounts payable and other liabilities		(109.1	)		82.3			(292.1	)		208.2
Other		(0.6	)		2.8			13.9			54.0
Net cash generated by (used in) operating activities		(57.5	)		151.4			(356.9	)		41.6
Investing Activities:
Additions to property, plant and equipment		(0.2	)		(16.4	)		(4.4	)		(44.5	)
Proceeds from sale of property, plant and equipment		—			—			—			10.0
Net proceeds from divestitures		1,868.1			0.1			12,409.8			2,041.9
Other		1.9			—			1.9			—
Net cash generated by (used in) investing activities		1,869.8			(16.3	)		12,407.3			2,007.4
Financing Activities:
Long-term debt repaid		—			—			(7,370.8	)		(2,049.0	)
Long-term debt proceeds		—			—			—			50.0
Debt issuance costs		(0.7	)		—			(3.3	)		(5.7	)
Redemption of Series A convertible preferred stock		—			—			(1,278.7	)		—
Special distributions paid to common shareholders		(1,118.9	)		—			(3,435.2	)		—
Dividends paid on Series A convertible preferred stock		—			—			(1.7	)		—
Proceeds from the issuance of common shares under equity-based compensation plans		0.1			—			1.9			—
Tax withholding payments for vested equity-based compensation awards		(4.5	)		(0.3	)		(47.7	)		(11.2	)
Repurchases of common stock		(157.0	)		—			(157.0	)		—
Net cash used in financing activities		(1,281.0	)		(0.3	)		(12,292.5	)		(2,015.9	)
Effect of exchange rate changes on cash and cash equivalents		0.2			(0.6	)		2.4			8.9
Change in cash and cash equivalents		531.5			134.2			(239.7	)		42.0
Cash and cash equivalents at beginning of period		151.6			571.1			922.8			663.3
Cash and cash equivalents at end of period	$	683.1		$	705.3		$	683.1		$	705.3

(1) The cash flows related to discontinued operations have not been segregated. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.

See notes to unaudited condensed consolidated financial statements included in our Form 10-Q.

Vistance Networks, Inc.
Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures
(Unaudited — In millions, except per share amounts)

	Three Months Ended
	September 30,
	2026			2025
Income (loss) from continuing operations, as reported	$	54.7		$	(18.9	)
Income tax expense (benefit), as reported		(20.0	)		11.4
Interest income, as reported		(12.9	)		(3.9	)
Interest expense, as reported		0.9			—
Other (income) expense, as reported		0.2			(0.1	)
Operating income (loss), as reported	$	22.9		$	(11.5	)
Adjustments:
Amortization of purchased intangible assets		19.0			21.6
Restructuring costs, net		2.1			1.6
Equity-based compensation		7.4			7.2
Transaction, transformation and integration costs		2.3			1.3
Depreciation		2.9			4.7
Other		—			(0.1	)
Total adjustments to operating income (loss)		33.7			36.3
Non-GAAP adjusted EBITDA	$	56.6		$	24.8

Income (loss) from continuing operations, as reported	$	54.7		$	(18.9	)
Adjustments:
Total pretax adjustments to adjusted EBITDA		30.8			31.6
Pretax amortization of debt issuance costs and OID ⁽¹⁾		0.7			—
Tax effects of adjustments and other tax items ⁽²⁾		(33.2	)		5.0
Non-GAAP adjusted net income	$	53.0		$	17.7
GAAP income (loss) from continuing operations per diluted share, as reported ⁽³⁾	$	0.24		$	(0.16	)
Non-GAAP adjusted net income per diluted share⁽⁴⁾	$	0.23		$	0.06

(1) Included in interest expense.
(2) The tax rates applied to adjustments reflect the tax expense or benefit based on the tax jurisdiction of the entity generating the adjustment. There are certain items for which we expect little or no tax effect.
(3) For the three months ended September 30, 2025, GAAP income (loss) from continuing operations per diluted share was calculated using income (loss) from continuing operations in the numerator, and includes the impact of the Series A convertible preferred stock dividend.
(4) Diluted shares used in the calculation of non-GAAP adjusted diluted income per share are 226.9 million and 277.7 million for the three months ended September 30, 2026 and 2025, respectively.

See “Non-GAAP Financial Measures” above.

Vistance Networks, Inc.
Sales by Region
(Unaudited — In millions)

Sales by Region
					% Change
	Q3 2026		Q3 2025		YOY
United States	$	252.9	$	274.6		(7.9	)	%
Europe, Middle East and Africa		26.6		15.2		75.0
Asia Pacific		18.5		16.6		11.4
Caribbean and Latin America		10.3		16.3		(36.8	)
Canada		11.4		15.1		(24.5	)
Total net sales	$	319.7	$	337.8		(5.4	)	%

Vistance Networks, Inc.
Segment Information
(Unaudited — In millions)

Segment Net Sales
							% Change
	Q3 2026			Q3 2025			YOY
Aurora ⁽¹⁾	$	319.8		$	337.8			(5.3	)	%
Corporate and other ⁽²⁾		(0.1	)		—		NM
Total net sales	$	319.7		$	337.8			(5.4	)	%


Segment Adjusted EBITDA⁽³⁾
							% Change
	Q3 2026			Q3 2025			YOY
Aurora ⁽¹⁾	$	56.8		$	54.1			5.0		%
Corporate and other ⁽⁴⁾		(0.2	)		(29.3	)		(99.3	)
Total segment adjusted EBITDA	$	56.6		$	24.8			128.2		%


(1) Reflects the results of Aurora, our reportable segment, which represent substantially all of our net sales and exclude general corporate costs that were previously allocated to the divested RUCKUS and CCS segments because they were not directly attributable to the divested segments.
(2) Includes certain revenues reflected within continuing operations related to products associated with businesses affected by prior divestiture transactions. Such amounts continue to be reported within continuing operations based on the terms of the underlying transactions.
(3) See “Non-GAAP Financial Measures” above.
(4) Primarily reflects general corporate costs that were previously allocated to the divested RUCKUS and CCS segments. These indirect expenses have been classified as continuing operations because they were not directly attributable to the divested segments. The costs previously allocated to the CCS segment were reallocated to our remaining segments and partially offset by income under the Amphenol transition service agreement (TSA) beginning in the first quarter of 2026. Beginning in the third quarter of 2026, the costs previously allocated to the RUCKUS segment were reallocated to our remaining segment and partially offset by income under the Belden TSA.

Vistance Networks, Inc.
Reconciliation of GAAP to Segment Adjusted EBITDA
(Unaudited — In millions)

Third Quarter 2026 Segment Adjusted EBITDA Reconciliation

	Aurora			Corporate and other ⁽¹⁾			Total
Operating income (loss), as reported	$	23.0		$	(0.1	)	$	22.9
Amortization of purchased intangible assets		19.0			—			19.0
Restructuring costs, net		2.1			—			2.1
Equity-based compensation		7.4			—			7.4
Transaction, transformation and integration costs		2.3			—			2.3
Depreciation		2.9			—			2.9
Segment adjusted EBITDA	$	56.8			(0.2	)	$	56.6
Segment adjusted EBITDA % of sales		17.8	%	NM				17.7	%

Third Quarter 2025 Segment Adjusted EBITDA Reconciliation
	Aurora			Corporate and other ⁽¹⁾			Total
Operating income (loss), as reported	$	25.5		$	(37.0	)	$	(11.5	)
Amortization of purchased intangible assets		21.4			0.2			21.6
Restructuring costs, net		0.5			1.1			1.6
Equity-based compensation		2.9			4.3			7.2
Transaction, transformation and integration costs		0.3			1.0			1.3
Depreciation		3.6			1.1			4.7
Other		—			(0.1	)		(0.1	)
Segment adjusted EBITDA	$	54.1		$	(29.3	)	$	24.8
Segment adjusted EBITDA % of sales		16.0	%	NM				7.3	%

(1) The corporate and other category above primarily reflects general corporate costs that were previously allocated to the divested RUCKUS and CCS segments. These indirect expenses have been classified as continuing operations because they were not directly attributable to the divested segments. The costs previously allocated to the CCS segment were reallocated to our remaining segments and partially offset by income under the Amphenol TSA beginning in the first quarter of 2026. Beginning in the third quarter of 2026, the costs previously allocated to the RUCKUS segment were reallocated to our remaining segment and partially offset by income under the Belden TSA.

NM – Not meaningful
Components may not sum to total due to rounding.
See “Non-GAAP Financial Measures” above.

Vistance Networks, Inc.
Free Cash Flow
(Unaudited — In millions)

Free Cash Flow⁽¹⁾
	Q3 2025			Q4 2025			Q1 2026			Q2 2026			Q3 2026
Cash flow from operations	$	151.4		$	281.3		$	(226.6	)	$	(72.7	)	$	(57.5	)
Capital expenditures		(16.4	)		(25.8	)		(2.2	)		(2.0	)		(0.2	)
Free cash flow	$	135.0		$	255.5		$	(228.8	)	$	(74.7	)	$	(57.7	)

(1) The cash flows related to discontinued operations have not been segregated. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.

Vistance Networks, Inc.
Adjusted Gross Profit and Adjusted Operating Expense
(Unaudited — In millions)

GAAP to Non-GAAP Adjusted Gross Profit
	Q3 2025			Q4 2025			Q1 2026			Q2 2026			Q3 2026
Gross profit, as reported	$	120.4		$	129.2		$	116.3		$	112.9		$	112.4
Equity-based compensation		—			0.1			0.1			(0.1	)		0.1
Adjusted gross profit	$	120.4		$	129.3		$	116.4		$	112.8		$	112.5
Adjusted gross profit as % of sales		35.6	%		37.2	%		39.0	%		35.3	%		35.2	%

GAAP to Non-GAAP Adjusted Operating Expense
	Q3 2025			Q4 2025			Q1 2026			Q2 2026			Q3 2026
Selling, general and administrative, as reported	$	74.8		$	81.9		$	55.5		$	64.1		$	48.6
Research and development, as reported		42.6			40.4			32.9			30.8			27.4
Operating expenses	$	117.4		$	122.3		$	88.4		$	94.9		$	76.0
Equity-based compensation		7.2			7.3			4.3			6.8			7.3
Transaction, transformation and integration costs		1.3			8.9			4.5			7.6			2.3
Adjusted operating expense	$	108.9		$	106.1		$	79.6		$	80.5		$	66.4
Adjusted operating expense as % of sales		32.2	%		30.5	%		26.7	%		25.2	%		20.8	%


Components may not sum to total due to rounding.
See “Non-GAAP Financial Measures” above.

Vistance Networks, Inc.
Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures
(Unaudited — In millions)

Adjusted EBITDA Outlook Reconciliation

	Outlook Range
	2026
Aurora operating income	$	40	$	52
Adjustments:
Amortization of purchased intangible assets		80		80
Equity-based compensation		20		22
Restructuring costs, net and transaction and transformation costs		28		32
Depreciation		12		14
Total adjustments to operating income		140		148
Aurora adjusted EBITDA	$	180	$	200

Our actual results may be impacted by additional events for which information is not currently available, such as additional restructuring activities, asset impairments, additional transaction, transformation and integration costs and other gains or losses related to events that are not currently known or measurable.

See “Forward-Looking Statements” and “Non-GAAP Financial Measures” above.

View source version on businesswire.com: https://www.businesswire.com/news/home/20261105650440/en/

Investor Contact:

Jenny Thompson

[email protected]

News Media Contact:

Luke Hamer

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Telecommunications Networks Internet Hardware Data Management Technology Mobile/Wireless Other Technology

MEDIA:

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November 5, 2026 7:55 am

Agility Becomes First U.S. Publicly Listed Pure-Play Humanoid Robotics Company, Begins Trading Today on Nasdaq as AGLT

Commercial Deployments with Leading Global Enterprises and More Than $300 Million in Multi-Year Digit 5 Orders Position Agility for Its Next Phase of Growth

Business Combination and Related Financings Provide Approximately $465 Million in Gross Capital to Support Commercial Scale

SALEM, Ore., Nov. 05, 2026 (GLOBE NEWSWIRE) — Agility® (Nasdaq: AGLT), a leading humanoid robotics and physical AI company, today became the first U.S. publicly listed pure-play humanoid robotics company with proven, active commercial deployments. Agility’s common stock and warrants will begin trading today on the Nasdaq Stock Market under the ticker symbols “AGLT” and “AGLTW,” respectively, following completion of its previously announced business combination with Churchill Capital Corp XI. The business combination and related financings represent approximately $465 million in gross capital raised before transaction expenses.

Agility enters the public markets with a differentiated foundation for commercializing humanoid robotics: nearly three years of real-world deployment experience, more than 65,000 hours of operation, committed multi-year customer orders and U.S.-based infrastructure designed to manufacture, deploy and support robots at scale. The company has secured more than $300 million in committed multi-year orders for Digit® 5, its next-generation humanoid robot, subject to contractual milestones, product features and specifications.

“Today marks an important milestone for Agility, but the bigger story is what it means for the future of work,” said Peggy Johnson, CEO of Agility Robotics. “AI is moving beyond the digital world and into the physical world, creating new possibilities for how people and machines work together. At Agility, that future is already taking shape. Digit is doing real work in customer operations today, taking on repetitive, physically demanding tasks. Becoming a public company gives us access to more resources to help accelerate that progress, bring intelligent robots to more workplaces and help build a future where people and robots accomplish more together.”

Agility’s flagship humanoid robot, Digit, is designed to perform useful work in environments built for people, helping businesses address persistent labor shortages and automate repetitive, physically demanding tasks. Digit is already operating with leading global enterprises including GXO, Schaeffler and Toyota Motor Manufacturing Canada.

The company’s next-generation Digit 5 platform builds on years of real-world customer experience and is designed for cooperatively safe work, with the goal of enabling robots and people to operate in closer proximity. Digit 5 is designed to perform a broader range of industrial tasks, supported by Agility’s proprietary robotics and physical AI technology, safety systems and Agility Arc™ enterprise software platform.

Recent milestones demonstrate Agility’s progress toward broader commercial adoption:

Growing Commercial Deployments and Pipeline: Agility recently expanded its partnership with GXO to deploy Digit at two additional U.S. logistics facilities in early 2027, building on the companies’ pioneering commercial deployment in Georgia, where Digit has moved more than 100,000 totes. The company’s growing customer base also includes AGCO, which has signed a commercial agreement for a Digit pilot expected to begin in 2027, and three additional enterprise manufacturing customers participating in paid programs focused on specific manufacturing applications: a major global automaker, one of the world’s largest automotive technology and components developers, and a leading global consumer products manufacturer. Agility also has an active pipeline of more than 30 prospective customers across industries including automotive, manufacturing, aerospace, logistics, consumer products and defense.
Strong Demand for Digit 5: Digit 5, unveiled in September 2026, has received more than $300 million in committed multi-year orders subject to satisfaction of contractual milestones, product features and specifications. The new platform incorporates significant advances developed in response to years of customer feedback. These include proprietary cycloidal actuator technology engineered to support repetitive lifting of up to 50 pounds, interchangeable end effectors and expanded manipulation capabilities designed to automate a broader range of industrial workflows. Early customer access is expected to begin in the first half of 2027, with general availability targeted for the end of 2027.
Advancing Safety, Physical AI and Performance: Agility continues to advance its proprietary robotics and physical AI platform, supported by collaborations with NVIDIA, FORT Robotics and Nyobolt. The company recently announced plans to standardize Digit 5’s onboard compute on NVIDIA IGX Thor and expand its integration of NVIDIA Halos safety technology. Its partnership with FORT Robotics supports the development of safety systems for industrial environments, while Nyobolt’s ultra-fast charging battery technology is designed to enable Digit 5 to recharge in just nine minutes and deliver more than 20 hours of productive work in a 24-hour day.
Building for Commercial Scale: Agility has invested in the U.S. infrastructure needed to manufacture, deploy and support humanoid robots at scale. This includes RoboFab®, its 70,000-square-foot manufacturing facility in Salem, Oregon, designed for annual production capacity of up to 10,000 robots; its Fremont, California, facility in Silicon Valley focused on hardware and physical AI development; and its recently announced 50,000-square-foot Pittsburgh expansion, which will strengthen software, AI, deployment and customer support capabilities. These investments are complemented by Agility Arc™, its cloud-based platform for managing robot fleets and integrating them into customer operations.

The business combination and related financings raised approximately $465 million in gross capital before transaction expenses, including proceeds from a private investment in public equity (PIPE) led by Foxconn and $100 million of equity funding received prior to closing. Agility intends to use the proceeds to support fulfillment of customer orders, expand commercial deployments, scale Digit production and continue advancing its integrated robotics and physical AI platform.

About Agility Robotics, Inc. (Nasdaq: AGLT)

Headquartered in Salem, Oregon, with offices in Pittsburgh, Pennsylvania and Fremont, California, Agility’s mission is to build robot partners that augment the human workforce. Our groundbreaking general-purpose humanoid robot, Digit, is the first multi-purpose, human-centric robot that is Made for Work® and commercially deployed today. With more than 65,000 hours of real-world operation combined with industry-leading safety standards, we’re pioneering a new era of automation that enhances human potential. To learn more, visit agilityrobotics.com.

Agility, the Agility logo, Digit, Agility Arc, RoboFab, and Made for Work are trademarks of Agility Robotics, Inc. All rights reserved. Third-party trademarks are the property of their respective owners.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the federal securities laws regarding Agility. Forward-looking statements are often identified by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should” and “would,” or similar expressions. The absence of any of these words or similar expressions does not mean that a statement is not forward-looking. These forward-looking statements are based on Agility’s current expectations and projections. These statements include statements relating to, without limitation: Agility’s ability to develop, validate and deploy new Digit skills and capabilities, including Digit 5’s cooperative safety capabilities, lifting and manipulation capabilities, charging time and productive operating hours; the anticipated timing of early customer access to Digit 5 in the first half of 2027 and general availability by the end of 2027; the expected development and integration of technologies through collaborations with NVIDIA, FORT Robotics and Nyobolt; the expected use of proceeds from the completed business combination with Churchill XI and related financings; Agility’s ability to expand its customer base, increase commercial deployments of Digit and support existing and future customer relationships, including expected deployments at two additional GXO facilities beginning in early 2027 and the AGCO pilot expected to begin in 2027; Agility’s ability to convert customer pilots, paid programs and its prospective customer pipeline into larger orders, deployments and multi-year commitments; the anticipated value, fulfillment and timing of customer orders, including more than $300 million in committed multi-year orders for Digit 5 that are subject to contractual milestones, product features and specifications; Agility’s ability to scale its operations, manufacturing and service infrastructure, including at RoboFab and through its Pittsburgh expansion, and to achieve RoboFab’s designed annual production capacity of up to 10,000 robots; Agility’s ability to operate as a public company; the expected commencement of trading of Agility’s common stock and warrants on Nasdaq under the ticker symbols “AGLT” and “AGLTW,” respectively; and the potential benefits of the completed business combination.

Forward-looking statements are not guarantees of future performance. Actual events and circumstances are difficult to predict and may differ materially from the assumptions underlying these statements, many of which are beyond Agility’s control.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause Agility’s actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by such statements. Such risks and uncertainties include: the significant technical challenges associated with Agility’s emerging technology and its ability to achieve broader commercialization and market acceptance; delays or failures in developing, validating or delivering Digit 5 and its anticipated capabilities, including safety and performance targets; Agility’s ability to satisfy contractual milestones, product features and specifications underlying customer orders and to realize the anticipated value of those orders; the risk that customer pilots, paid programs and prospective customer discussions may not result in larger orders or commercial deployments; Agility’s ability to scale manufacturing, deployment and service capabilities; Agility’s historical net losses and limited operating history; uncertainty regarding future financial performance, capital requirements and unit economics; Agility’s use and reporting of business and operational metrics; competition; Agility’s dependence on members of its senior management and its ability to attract and retain qualified personnel; the risk that capital available following the business combination and related financings may be insufficient to execute Agility’s business plans and the potential need for additional financing; Agility’s ability to manage growth, expand its operations and maintain customer relationships; risks associated with potential acquisitions or investments in companies, products, services or technologies; Agility’s reliance on strategic partners, suppliers and other third parties; Agility’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use, rate of adoption and regulation of artificial intelligence and machine learning; changes in laws and regulations, taxes, trade conditions and the macroeconomic environment; Agility’s ability to maintain effective internal control over financial reporting, satisfy public-company obligations and maintain its Nasdaq listing; costs related to the business combination and failure to realize its anticipated benefits; the outcome of legal proceedings or government investigations involving Agility; uncertainty regarding Agility’s estimates of expenses and profitability; the evolution of the markets in which Agility competes; Agility’s ability to issue equity or equity-linked securities in the future; and other factors described in filings with the Securities and Exchange Commission (the “SEC”).

Additional information concerning these and other factors can be found in the definitive proxy statement/prospectus relating to the business combination filed by Churchill XI with the SEC and in subsequent filings by Agility, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from those expressed or implied by these forward-looking statements. These statements speak only as of the date of this press release and reflect the expectations, plans and forecasts of Agility’s management as of that date. Subsequent events and developments may cause those assessments to change. Agility disclaims any obligation to update these forward-looking statements, except as required by applicable law. Readers should not place undue reliance on these statements.

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

Contacts

Media: Michael Oldenburg
[email protected]

Investors: Anthony Rozmus
[email protected]

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/f63c8e67-b401-4a49-8c8c-f9d342569397

November 5, 2026 7:53 am

Shift4 Announces Third Quarter 2026 Results

Shift4 Announces Third Quarter 2026 Results

CENTER VALLEY, Pa.–(BUSINESS WIRE)–
Shift4 (NYSE: FOUR) has posted its third quarter 2026 financial results as part of its Q3 2026 Shareholder Letter, which can be viewed here or by navigating to the Financials section of its Investor Relations website at https://investors.shift4.com.

Earnings Conference Call

Management will host a conference call today, November 5^th, 2026, at 8:30 a.m. ET to discuss the results.

Conference Call Details

Toll-free dial-in: +1-888-660-6196

Toll dial-in: +1-929-203-1911

Conference ID: FOURQ326

The earnings conference call will also be webcast live and interested parties can join the live webcast through Shift4’s website at: https://investors.shift4.com

X Spaces Simulcast

As previously announced, the live audio of the earnings call will be simulcast via X Spaces. Follow @Shift4 on X for additional information on how to access the simulcast.

About Shift4

Shift4 (NYSE: FOUR) powers the experience economy, enabling businesses to deliver the moments that matter. Transforming how people shop, dine, stay, and play, Shift4’s commerce technology allows for a seamless experience at any scale. From your neighborhood restaurant to the world’s largest event venues, Shift4 handles billions of transactions annually for hundreds of thousands of businesses around the world. For more information, visit shift4.com.

Source: Shift4

View source version on businesswire.com: https://www.businesswire.com/news/home/20261105305185/en/

Investor Relations

[email protected]

Media Contacts

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November 5, 2026 7:51 am

ProMIS Neurosciences to Participate in Upcoming Conferences in November

CAMBRIDGE, Mass., Nov. 05, 2026 (GLOBE NEWSWIRE) — ProMIS Neurosciences Inc. (Nasdaq: PMN), a clinical-stage biotechnology company developing antibody therapeutics and vaccines targeting toxic misfolded proteins in neurodegenerative diseases, today announced that it will participate in upcoming November 2026 conferences. Presentations and fireside chats will be delivered by Neil Warma, President and Chief Executive Officer. Members of the Company’s leadership team will be available for one-on-one meetings at the conferences.

Conference details below:

November 9-11: Guggenheim 3
^rd
Annual Healthcare Innovation Conference

Location: Boston, MA
Fireside chat: Tuesday, November 10, 2:30 p.m. ET, Wheeler Room
Webcast link: Click Here

November 10-12: Stifel 2026 Healthcare Conference

Location: New York, NY
Presentation: Wednesday, November 11, 2:40 p.m. ET, Spellman Room
Webcast link: Click Here

November 16-17: UBS Global Biopharma Conference

Location: London, UK
Presentation: Monday, November 16, 10 a.m. GMT
Webcast link: Click Here

November 16-19: Jefferies Global Healthcare Conference

Location: London, UK

November 16-19: Clinical Trials on Alzheimer’s Disease (CTAD) Conference

Location: Boston, MA
Poster presentation: Monday, Nov 16-Tues Nov 17th
Poster title: Poster # P047, Interim Safety and Biomarker Analysis of PRECISE-AD*
(*data previously presented on July 28, 2026)

November 30-December 2: 9th Annual Evercore Healthcare Conference

Location: Miami, FL
Fireside chat: Wednesday, December 2, 9:10 a.m. ET, Sevilla A
Webcast link: Click Here

About ProMIS Neurosciences Inc.

ProMIS Neurosciences is a clinical-stage biotechnology company committed to the discovery and development of therapeutic antibodies and vaccines selective for toxic oligomers associated with the development and progression of neurodegenerative and other misfolded protein diseases. The Company’s proprietary target discovery engine, EpiSelect™, has been shown to predict novel targets known as Disease Specific Epitopes (DSEs) on the molecular surface of misfolded proteins that cause neurodegenerative and other misfolded protein diseases, including Alzheimer’s disease (AD), amyotrophic lateral sclerosis (ALS), frontotemporal dementia (FTD), multiple system atrophy (MSA), and Parkinson’s disease (PD). ProMIS’ lead asset in Phase 1b development, PMN310, is a humanized IgG1 monoclonal antibody designed to selectively target only the toxic oligomers of amyloid-beta (AβOs), believed to be among the earliest and most damaging drivers of Alzheimer’s disease, while avoiding binding to amyloid plaques and vascular deposits. ProMIS has offices in Cambridge, Massachusetts (USA) and Toronto, Ontario (CAN).

Investor Relations Contact:

Carie Pierce, VP, Investor Relations & External Affairs

[email protected]

November 5, 2026 7:49 am

Xeris Biopharma Reports Third Quarter 2026 Financial Results and Business Highlights

Xeris Biopharma Reports Third Quarter 2026 Financial Results and Business Highlights

Total revenue increased 44% year-over-year to $107 million

Recorlev net revenue increased 93% year-over-year to more than $71 million

Raises full-year 2026 total revenue guidance to $395 million to $405 million

Raises 2030 total revenue outlook to more than $1 billion, up from approximately $750 million

Conference call and webcast today at 8:30 a.m. ET

CHICAGO–(BUSINESS WIRE)–
Xeris Biopharma Holdings, Inc. (Nasdaq: XERS), a leading endocrine and rare disease biopharmaceutical company committed to helping people realize better lives through the development and commercialization of innovative medicines, today announced its financial results and business highlights for the third quarter ended September 30, 2026.

“As a biopharmaceutical leader in endocrine and rare diseases, our strong third quarter performance puts us on a new growth curve that is accelerating our Company’s near-term outlook, and we are now on a path to reach more than $1 billion in total revenue in 2030,” said John Shannon, Chairman and Chief Executive Officer of Xeris. “This new trajectory reflects growth from the full enterprise. Net product revenue in the third quarter grew more than 43% year-over-year, led by Recorlev, where our expanded commercial team moved from build to yield and delivered record referrals and new patient starts. We now see Recorlev on a path to nearly $1 billion in annual net revenue three to four years sooner than previously expected.”

Shannon continued, “We also continued to advance XP-8121 following our comprehensive program overview in September. We remain on track to initiate Cornerstone, our pivotal Phase 3 study, by year-end. Given the strong momentum across Recorlev, Gvoke, and Keveyis, we are raising our full-year total revenue guidance to $395–$405 million.”

Third Quarter 2026 Highlights

	Three months ended September 30,				Change
		2026		2025	$			%
Product revenue (in thousands):
Recorlev	$	71,540	$	36,975	$	34,565		93
Gvoke		21,706		25,151		(3,445	)	(14	)
Keveyis		13,021		11,937		1,084		9
Product revenue, net		106,267		74,063		32,204		43
Royalty, contract and other revenue		958		317		641		202
Total revenue	$	107,225	$	74,380	$	32,845		44

Total revenue for the third quarter of 2026 was $107.2 million, an increase of 44% compared to the same period last year. The increase was primarily driven by increased patient demand for Recorlev. Gvoke delivered stronger-than-historical back-to-school prescription demand in the third quarter, which was offset by a one-time ($4 million) gross-to-net adjustment.

Gross margin improved to 88% in the third quarter of 2026, up from 85% in the same period last year. The improvement was primarily driven by a favorable product mix.

Research and development (R&D) expenses increased by $3.6 million, or 48%, in the third quarter of 2026 compared to the same period last year. The increase in R&D expenses primarily reflects spend to support XP-8121.

Selling, general and administrative (SG&A) expenses increased by $17.6 million, or 38%, in the third quarter of 2026 compared to the same period last year. This increase mainly reflects higher personnel-related expenses to support the commercial enterprise, including the Recorlev expansion.

Net income for the third quarter of 2026 was $11.3 million, compared to net income of $0.6 million in the same period last year.

Adjusted EBITDA¹for the third quarter of 2026 was $30.8 million, an improvement of $13.3 million compared to the same period last year.

Year-to-Date Highlights (As of September 30, 2026)

Nine months ended

September 30,

Change

2026

2025

$

%

Product revenue (in thousands):

Recorlev

$

178,088

$

93,949

$

84,139

90

Gvoke

65,055

69,463

(4,408

)

(6

)

Keveyis

36,582

34,849

1,733

5

Other product revenue

—

1,312

(1,312

)

—

Product revenue, net

279,725

199,573

80,152

40

Royalty, contract and other revenue

2,727

6,465

(3,739

)

(58

)

Total revenue

$

282,452

$

206,038

$

76,413

37

Total revenue was $282.5 million for the nine months ended September 30, 2026, an increase of 37% compared to the same period last year. The increase was primarily driven by increased patient demand for Recorlev.

Gross margin improved to 87%, up from 84% in the same period last year. The improvement was primarily driven by favorable product mix.

Research and development (R&D) expenses increased $7.2 million or 31% for the nine months ended September 30, 2026, compared to the same period last year. The increase in R&D expenses primarily reflects spend to support XP-8121.

Selling, general and administrative (SG&A) expenses increased $43.4 million or 32% for the nine months ended September 30, 2026, compared to the same period last year. This increase mainly reflects higher personnel-related expense to support the commercial enterprise, including the Recorlev expansion.

Net loss for the nine months ended September 30, 2026, was $17.6 million, compared to a net loss of $10.5 million in the same period last year. The loss was due to a one-time, non-cash charge of approximately $30.8 million in the second quarter of 2026, reflecting the increase in fair value as a result of entering into the 2028 Convertible Notes exchange agreements.

Adjusted EBITDA¹for the nine months ended September 30, 2026, was $65.1 million, an improvement of $30.8 million compared to the same period last year.

Total Shares Outstanding were 182,700,038 at October 30, 2026.

Key Business Highlights

2028 Convertible Notes Fully Retired: On July 15, 2026, Xeris completed the retirement of all of its 8.00% Convertible Senior Notes due 2028 through a combination of cash and the issuance of shares of common stock, eliminating approximately $34 million of debt and approximately $3 million in annual interest expense. No 2028 Convertible Notes remain outstanding, and there were no charges related to the notes in the third quarter of 2026.

XP-8121 Program Overview: On September 9, 2026, Xeris hosted a program overview detailing the comprehensive clinical development program for XP-8121, its investigational once-weekly subcutaneous levothyroxine for hypothyroidism. The pivotal Phase 3 Cornerstone study is designed to demonstrate that XP-8121 is therapeutically equivalent to daily oral levothyroxine and is expected to enroll 500 adults and adolescents with well-controlled hypothyroidism at more than 50 U.S. sites, randomized 1:1 for 54 weeks. The program also includes Capstone, a pediatric study; Touchstone, a study in patients with inconsistent thyroid control despite oral therapy; and a real-world evidence program. Xeris remains on track to initiate Cornerstone by year-end 2026, with topline data expected in late 2028 and potential approval and launch in 2030. A replay and accompanying materials are available under the “Events” section of the Xeris Investor Relations website.

Third U.S. Patent Granted for XP-8121: On October 6, 2026, the United States Patent and Trademark Office (USPTO) granted Xeris U.S. Patent No. 12,751,937, entitled “Stable Levothyroxine Compositions In Aprotic Polar Solvents,” which is expected to expire on October 19, 2043. This is the third U.S. patent issued for XP-8121, the Company’s investigational drug product candidate for hypothyroidism.

New Patent Issued Covering Keveyis: On October 13, 2026, the USPTO issued U.S. Patent No. 12,758,502 from U.S. Patent Application No. 17/151,405, entitled “Compositions and Methods of Use.” The claims cover the use of the Company’s KEVEYIS® (dichlorphenamide) product, and the patent is expected to provide intellectual property protection for Keveyis through at least 2043.

Scientific Presentations: Xeris presented real-world data at the 2026 Breakthrough T1D Clinical & Research Congress on October 9, examining healthcare provider awareness of American Diabetes Association guidelines for prescribing ready-to-use glucagon versus actual prescribing practices. The presentation, titled “Ensuring Readiness: A Case For Proactive Glucagon Prescribing For Patients At Increased Risk of Severe Hypoglycemia,” highlighted the unmet clinical need and opportunity to increase adoption of ready-to-use glucagon products. At the 21st Annual Cardiometabolic Health Congress on October 15–16, Xeris presented a case study titled “Discontinuation of Antihypertensives and Insulin in a Patient with Difficult-to-Control Type 2 Diabetes and Hypertension After Treatment With Levoketoconazole,” demonstrating cortisol normalization accompanied by improvements in multiple cardiometabolic parameters.

Menassie M. Taddese appointed to the Xeris Biopharma Board of Directors: Mr. Taddese joined the Xeris Board of Directors as an independent director, effective November 2, 2026. Mr. Taddese is an accomplished biopharmaceutical executive with nearly 30 years of global biopharmaceutical leadership experience, with a track record spanning commercial operations, corporate finance, business transformation and corporate governance.

Upcoming Events

American Thyroid Association 95th Annual Meeting: Xeris will present, for the first time publicly, a TriNetX real-world evidence analysis at the ATA Annual Meeting, being held November 4–7, 2026, in Philadelphia, PA. The retrospective analysis evaluates the feasibility of identifying and longitudinally assessing a large population of patients treated with oral levothyroxine using linked treatment records and TSH laboratory data, establishing a foundation for future real-world evidence research. At the meeting, Xeris will also unveil details of its investigator-initiated research grant program for hypothyroidism.

Jefferies London Healthcare Conference: Senior management will participate in 1×1 meetings and a fireside chat from November 16-19, 2026, in London. The fireside chat on Tuesday, November 17, will be webcast live with access available via the “Events” section of Xeris’ Investor Relations website. Please contact the sponsor to arrange meetings with management.

Piper Sandler Healthcare Conference: Senior management will participate in 1×1 meetings and a fireside chat on December 1, 2026, in New York. The fireside chat on Tuesday, December 1, will be webcast live with access available via the “Events” section of Xeris’ Investor Relations website. Please contact the sponsor to arrange meetings with management.

Conference Call and Webcast Details

Xeris will host a conference call and webcast at 8:30 a.m. Eastern Time today to discuss the Company’s financial and operational results. Interested parties may pre-register for the call by following https://events.q4inc.com/attendee/168342968. Attendees can also join via the “Events” section of the Xeris Investor Relations website.

The webcast, replay, and other information related to the event can be accessed on the investor website https://xerispharma.com/investor-relations.

¹ Adjusted EBITDA is a non-GAAP financial measure. See “Note Regarding Use of Non-GAAP Financial Measures” and the corresponding financial tables at the end of this press release for definitions and reconciliations of non-GAAP measures.

Note Regarding Use of Non-GAAP Financial Measures

This press release includes financial results prepared in accordance with generally accepted accounting principles in the United States (GAAP) and also certain historical non-GAAP financial measures, namely Adjusted EBITDA. This non-GAAP financial measure is not meant to be considered in isolation and should be read in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP, and was not prepared under any comprehensive set of accounting rules or principles. Non-GAAP financial measures are not an alternative for financial measures prepared in accordance with GAAP, and the calculation of the non-GAAP financial measure included herein may differ from similarly titled measures used by other companies. The Company believes that the presentation of Adjusted EBITDA, when viewed in conjunction with actual GAAP results, provides investors with a more meaningful understanding of the Company’s ongoing and projected operating performance, exclusive of factors that do not directly affect what the Company considers to be its core operating performance, as well as unusual events. The Company believes this non-GAAP financial measure helps indicate underlying trends in the Company’s business and is important in comparing current results with prior period results and understanding expected operating performance. Also, management uses this non-GAAP financial measure to establish budgets and operational goals, and to manage the Company’s business and evaluate its performance. In addition, management believes that Adjusted EBITDA is important in evaluating the administrative costs of operating the Company’s business.

Adjusted EBITDA is GAAP net income (loss) before income tax (benefit) expense, less interest and other income, plus depreciation and amortization, interest expense, share-based compensation and debt refinancing fees or extinguishment losses.

About Xeris

Xeris Biopharma Holdings, Inc. (Nasdaq: XERS) is a leading endocrine and rare disease biopharmaceutical company committed to helping people realize better lives through the development and commercialization of innovative medicines for serious diseases with significant unmet medical need. Xeris has three commercially available products: Recorlev^®, a cortisol synthesis inhibitor for the treatment of endogenous Cushing’s syndrome; Gvoke^®, a ready-to-use liquid glucagon for the treatment of severe hypoglycemia; and Keveyis^®, a proven therapy for primary periodic paralysis. Xeris also has a pipeline of development programs led by XP-8121, a Phase 3-ready, once-weekly subcutaneous injection for the treatment of hypothyroidism, as well as multiple early-stage programs leveraging Xeris’ technology platforms, XeriSol^® and XeriJect^®, for Xeris and its partners.

Xeris Biopharma Holdings is headquartered in Chicago, IL. For more information, visit www.xerispharma.com, or follow us on X, LinkedIn, or Instagram.

Forward-Looking Statements

Any statements in this press release other than statements of historical fact are forward-looking statements. Forward-looking statements include, but are not limited to, statements about future expectations, plans, opportunities, and prospects for Xeris Biopharma Holdings, Inc., including statements regarding the Company’s expected benefits from its commercial investments in Recorlev in the second half of 2026 and beyond; financial guidance for full-year 2026 and the Company’s 2030 outlook for total revenue and Recorlev net revenue, including the potential for revenue growth, the Company’s ability to generate net income, Recorlev’s growth potential, the ability to continue to deliver on all full-year financial targets, the term of intellectual property protection for Keveyis, including the expectation that the recently issued patent will provide intellectual property protection for Keveyis through at least 2043, and the expected term of the Company’s issued patents covering XP-8121; the Company’s intention to protect and strengthen the long-term value of its assets; the effectiveness of the Company’s strategic execution, the Company’s ability to continue on its current growth trajectory and continue to drive patient demand, advancing its strategic initiatives, its ability to create sustainable long-term value for shareholders, the ability to continue to demonstrate sustained momentum across the portfolio and the market and therapeutic and commercial potential of its products and product candidates, including its expectations regarding the timely execution of XP-8121’s ongoing development leading into the start of its Phase 3 clinical trial and the expected timing of initiation of the XP-8121 Phase 3 Cornerstone clinical trial by year-end 2026, the expected timing of topline data and potential regulatory approval and launch of XP-8121, and the Company’s comprehensive clinical development plan and commercial opportunity for XP-8121, the potential utility of its formulation platforms, the advancement of its pipeline, and other statements containing the words “achieve,” “anticipate,” “will,” “would,” “continue,” “expect,” “should,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on numerous assumptions and assessments made in light of Xeris’ experience and perception of historical trends, current conditions, business strategies, operating environment, future developments, geopolitical factors and other factors it believes appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The various factors that could cause Xeris’ actual results (including revenue and sales in the near- and long-term), performance or achievements, industry results, market opportunity and developments to differ materially from those expressed in or implied by such forward-looking statements (including its 2026 guidance and 2030 outlook), include, but are not limited to, its financial position and need for financing, including to fund its product development programs or commercialization efforts, whether its products will achieve and maintain market acceptance in a competitive business environment, its reliance on third-party suppliers, including single-source suppliers, its reliance on third parties to conduct clinical trials, the ability of its product candidates to compete successfully with existing and new drugs, its and collaborators’ ability to protect its intellectual property and proprietary technology, the accuracy and completeness of its assumptions and its ability to accurately estimate future financial results and market opportunities, and general macroeconomic and geopolitical conditions, including the possibility of an economic downturn, political unrest, trade disputes, changes in U.S. governmental priorities and resources, announced or implemented tariffs or export controls and market volatility. No assurance can be given that such expectations will be realized and persons reading this communication are, therefore, cautioned not to place undue reliance on these forward-looking statements. Additional risks and information about potential impacts of financial, operational, economic, competitive, regulatory, governmental, technological, and other factors that may affect Xeris can be found in Xeris’ filings, including its most recently filed Annual Report on Form 10-K and subsequent filings with the U.S. Securities and Exchange Commission, the contents of which are not incorporated by reference into, nor do they form part of, this communication. The risks described herein and in Xeris’ U.S. Securities and Exchange Commission filings are not the only risks the Company faces. Additional risks and uncertainties not currently known to it or that it currently deems immaterial may also impact its business operations or financial results. Forward-looking statements in this communication are based on information available to management, as of the date of this communication and, while the Company believes its assumptions are reasonable, actual results may differ materially. Subject to any obligations under applicable law, the Company does not undertake any obligation to update any forward-looking statement whether as a result of new information, future developments or otherwise, or to conform any forward-looking statement to actual results, future events, or to changes in expectations.

XERIS BIOPHARMA HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

Product revenue, net

$

106,267

$

74,063

$

279,725

$

199,573

Royalty, contract and other revenue

958

317

2,727

6,465

Total revenue

107,225

74,380

282,452

206,038

Costs and expenses:

Cost of goods sold

12,429

10,996

35,515

31,622

Research and development

11,058

7,483

30,510

23,291

Selling, general and administrative

64,108

46,459

178,287

134,870

Amortization of intangible assets

2,711

2,711

8,132

8,132

Total costs and expenses

90,306

67,649

252,444

197,915

Income from operations

16,919

6,731

30,008

8,123

Other expenses

(5,629

)

(6,110

)

(47,585

)

(18,650

)

Net income (loss) before benefit from income taxes

11,290

621

(17,577

)

(10,527

)

Income tax benefit (expense)

—

—

—

—

Net income (loss)

$

11,290

$

621

$

(17,577

)

$

(10,527

)

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

(1

)

(1

)

14

—

Comprehensive income (loss)

$

11,289

$

620

$

(17,563

)

$

(10,527

)

Net income (loss) per common share – basic

$

0.06

$

0.00

$

(0.10

)

$

(0.07

)

Net income (loss) per common share – diluted

$

0.06

$

0.00

$

(0.10

)

$

(0.07

)

Weighted average common shares outstanding:

Basic

180,941,748

163,649,932

174,800,967

158,559,467

Diluted

189,924,032

177,617,307

174,800,967

158,559,467

XERIS BIOPHARMA HOLDINGS, INC.

Non-GAAP Financial Measures – EBITDA and Adjusted EBITDA

(in thousands, unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

GAAP Net income (loss)

$

11,290

$

621

$

(17,577

)

$

(10,527

)

Adjustments

Interest and other income

(827

)

(1,158

)

(3,484

)

(3,281

)

Interest expense

6,456

7,268

20,287

21,931

Depreciation and amortization

3,029

3,049

9,110

9,110

EBITDA

$

19,948

$

9,780

$

8,336

$

17,233

Adjustments

Share-based compensation (a)

10,802

7,643

26,008

17,094

Loss on debt extinguishment, net

—

—

30,782

—

Adjusted EBITDA

$

30,750

$

17,423

$

65,126

$

34,327

(a) Includes non-cash, stock-based compensation, net of forfeitures.

XERIS BIOPHARMA HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

September 30, 2026

December 31, 2025

Assets

(unaudited)

Current assets:

Cash and cash equivalents

$

131,082

$

111,042

Trade accounts receivable, net

68,596

51,050

Inventory, net

76,925

68,673

Prepaid expenses and other current assets

12,662

9,548

Total current assets

289,265

240,313

Property and equipment, net

4,638

4,945

Operating lease right-of-use assets

21,584

22,112

Goodwill

22,859

22,859

Intangible assets, net

79,946

88,078

Other assets

4,927

5,220

Total assets

$

423,219

$

383,527

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$

8,040

$

3,076

Current operating lease liabilities

6,349

6,232

Other accrued liabilities

47,366

33,155

Accrued trade discounts and rebates

51,028

43,253

Accrued returns reserve

17,674

18,969

Other current liabilities

4,022

4,889

Total current liabilities

134,479

109,574

Long-term debt, net of unamortized debt issuance costs

189,713

220,335

Non-current operating lease liabilities

30,004

31,531

Other liabilities

20,239

8,398

Total liabilities

374,435

369,838

Total stockholders’ equity

48,784

13,689

Total liabilities and stockholders’ equity

$

423,219

$

383,527

View source version on businesswire.com: https://www.businesswire.com/news/home/20261105731893/en/

Investor and Media Contact

Cristi Barnett

Vice President, Investor Relations

[email protected]

KEYWORDS: United States North America Illinois

INDUSTRY KEYWORDS: Health General Health Clinical Trials Research Science Pharmaceutical Biotechnology

MEDIA:

Logo

Posted on November 5, 2026 7:47 am
ARKO Corp. Reports Third Quarter 2026 Results and Raises Lower End of the Full Year 2026 Adjusted EBITDA Guidance

RICHMOND, Va., Nov. 05, 2026 (GLOBE NEWSWIRE) — ARKO Corp. (Nasdaq: ARKO) (“ARKO” or the “Company”), one of the largest operators of convenience stores in the United States, ranked by store count and one of the largest fuel wholesalers in North America, today announced financial results for the third quarter ended September 30, 2026, and raised lower end of its full year 2026 Adjusted EBITDA guidance.

Third Quarter and 2026 Key Highlights (vs. Year-Ago Period)
^1,2

Net income for the quarter was $14.3 million compared to $13.5 million for the prior year period, and net income for the nine months ended September 30, 2026, was $18.1 million compared to $20.9 million for the prior year period.

Adjusted EBITDA for the quarter was $75.7 million, compared to $75.2 million for the prior year period. Adjusted EBITDA for the nine months ended September 30, 2026 increased 8.5% to $198.6 million, compared to $183.0 million for the prior year period.

Retained-store portfolio, consisting of stores the Company does not expect to convert to dealer locations, delivered merchandise sales growth, excluding cigarettes, of 0.8% compared to the prior year quarter.

Merchandise margin increased 110 basis points to 34.8% from 33.7% in the prior year quarter, marking the 12^th consecutive quarter of year-over-year merchandise margin improvement.

Same store retail fuel margin for the quarter increased 4.6 cents per gallon to 48.8 cents per gallon from 44.2 cents per gallon in the prior year period, while same store fuel contribution increased 2.7% from the prior year period.

Raises lower end of the full year 2026 Adjusted EBITDA guidance and now expects 2026 Adjusted EBITDA to be in the range of $250 million to $265 million.

Repurchased $62.1 million principal amount of the Company’s outstanding 5.125% senior notes, for $56.8 million, further strengthening the Company’s balance sheet and financial flexibility.

Post quarter-end declared quarterly dividend of $0.03 per share of common stock, to be paid on December 3, 2026.

On August 4, 2026, the Company’s subsidiary ARKO Petroleum Corp. (Nasdaq: APC) (“APC”), entered into an asset purchase agreement to acquire the business of U.S. Petroleum Partners, LLC (“USPP”), a strategic transaction that is expected to meaningfully expand APC’s scale and infrastructure and reflects the disciplined execution of the growth strategy outlined at the time of its initial public offering.

“We delivered solid third quarter results and continued to make meaningful progress transforming ARKO into a more focused, resilient and cash generative business,” said Arie Kotler, Chairman, President and Chief Executive Officer of ARKO. “Through the first nine months of 2026, Adjusted EBITDA increased 8.5% to $199 million. Importantly, our retained-store portfolio generated positive merchandise sales, excluding cigarettes, for each quarter this year, while merchandise margins continued to expand year-over-year for the 12^th consecutive quarter. These results reinforce our confidence in our retail transformation and the investments we are making in our core company-operated portfolio.”

Mr. Kotler continued: “Our diversified platform also continues to perform well. Wholesale and Fleet Fueling delivered solid results, and the expected acquisition of USPP’s business would meaningfully expand APC’s scale and its capabilities across the fuel value chain. We believe the combination of continued progress in our retail transformation, disciplined capital allocation and APC’s continued growth positions ARKO to generate stronger and more durable cash flow over time. Based on our year-to-date performance, current business trends and the expected closing of the USPP acquisition, we are raising the low end of our full year Adjusted EBITDA guidance and now expect full year 2026 Adjusted EBITDA to be in the range of $250 million to $265 million.”

¹ See Use of Non-GAAP Measures below.
² All figures for fuel costs, fuel contribution and fuel margin per gallon exclude the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

Third Quarter 2026 Segment Highlights

Retail

For the Three Months

Ended September 30, For the Nine Months

Ended September 30,

2026 2025 2026 2025

(in thousands)

Fuel gallons sold 205,608 238,622 605,101 703,987

Same store fuel gallons sold decrease (%) ¹ (7.0 %) (4.7 %) (5.3 %) (5.8 %)

Fuel contribution ² $ 100,178 $ 104,127 $ 292,913 $ 297,272

Fuel margin, cents per gallon ³ 48.7 43.6 48.4 42.2

Same store fuel contribution ^{1, 2} $ 98,273 $ 95,659 $ 287,376 $ 269,032

Same store merchandise sales decrease (%) ¹ (1.4 %) (2.2 %) (1.3 %) (4.4 %)

Same store merchandise sales excluding
cigarettes increase (decrease) (%) ¹ 0.0 % (0.9 %) (0.2 %) (3.0 %)

Merchandise revenue $ 350,964 $ 389,727 $ 1,003,802 $ 1,144,338

Merchandise contribution ⁴ $ 121,970 $ 131,479 $ 345,986 $ 383,534

Merchandise margin ⁵ 34.8 % 33.7 % 34.5 % 33.5 %

Same store merchandise contribution ^{1, 4} $ 119,922 $ 119,813 $ 339,894 $ 340,984

Same store site operating expenses ¹ $ 156,654 $ 150,618 $ 464,018 $ 444,952

¹Same store is a common metric used in the convenience store industry. The Company considers a store a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. Refer to Use of Non-GAAP Measures below for discussion of this measure.

² Calculated as fuel revenue less fuel costs; excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

³ Calculated as fuel contribution divided by fuel gallons sold.

⁴ Calculated as merchandise revenue less merchandise costs.

⁵ Calculated as merchandise contribution divided by merchandise revenue.

For the third quarter of 2026, merchandise contribution decreased by $9.5 million, or 7.2%, compared to the third quarter of 2025, while merchandise margin increased by 110 basis points to 34.8% for the third quarter of 2026 compared to 33.7% for the third quarter of 2025. The decrease in merchandise contribution was primarily due to a $10.3 million decrease related to retail stores closed or converted to dealer locations. Same store merchandise contribution increased by $0.1 million in the third quarter of 2026 compared to the third quarter of 2025.

For the third quarter of 2026, same store fuel contribution increased $2.6 million, or 2.7%, with same store fuel margin per gallon for the third quarter of 2026 increasing 4.6 cents per gallon to 48.8 cents per gallon compared to 44.2 for the third quarter of 2025, primarily a result of significant volatility in the fuel market due to the geopolitical environment. Total fuel contribution decreased by $3.9 million, or 3.8%, compared to the third quarter of 2025, primarily due to a $7.3 million decrease in fuel contribution related to retail stores closed or converted to dealer locations compared to the third quarter of 2025, partially offset by the increase in same store fuel contribution.

For the third quarter of 2026, site operating expenses decreased by $12.5 million, or 7.3%, compared to the third quarter of 2025 primarily due to $19.4 million of reduced expenses related to retail stores closed or converted to dealer locations, partially offset by an increase in same store operating expenses of $6.0 million, or 4.0%, primarily due to $3.1 million of higher credit card fees associated with elevated fuel prices, as well as higher personnel costs, utilities and rent.

For the third quarter of 2026, the Company continued execution of its transformation plan, including converting 17 retail stores to dealer locations during the quarter, bringing total conversions to 488 since the dealerization program began in 2024. The Company has an aggregate of approximately 55 additional sites committed under letter of intent, under contract or already converted since quarter end. The Company expects to continue to convert a meaningful number of additional stores and expects to be largely complete by the end of 2027.

The Company continues to invest in its retail stores, including remodels, fas craves food and beverage offerings, retail new-to-industry (“NTI”) stores, technology and automated ordering. Since the launch of its new format fas craves flagship location in June 2025, the Company has been rolling out the new format across its retail store base. In 2026, the Company expects to complete more than 25 store remodels, of which 11 have been completed to date, all which feature the fas craves food and beverage elements. During the first nine months of 2026, the Company opened three NTI retail stores, and plans to open four NTI Dunkin’ stores between now and early 2027.

Wholesale

For the Three Months

Ended September 30, For the Nine Months

Ended September 30,

2026 2025 2026 2025

(in thousands)

Fuel gallons sold – fuel supply locations 211,648 220,220 613,626 624,826

Fuel gallons sold – consignment agent locations 37,564 40,191 110,287 115,635

Fuel contribution ¹ – fuel supply locations $ 15,279 $ 13,917 $ 43,452 $ 38,854

Fuel contribution ¹ – consignment agent locations $ 11,441 $ 11,151 $ 32,480 $ 31,650

Fuel margin, cents per gallon ² – fuel supply locations 7.2 6.3 7.1 6.2

Fuel margin, cents per gallon ² – consignment agent locations 30.5 27.7 29.5 27.4

¹ Calculated as fuel revenue less fuel costs; excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

² Calculated as fuel contribution divided by fuel gallons sold.

Note: Comparable wholesale sites exclude retail stores converted to dealer locations until the first quarter in which these dealer locations had a full quarter of wholesale activity in the prior year. Refer to Use of Non-GAAP Measures below.

For the third quarter of 2026, wholesale operating income increased by $1.7 million compared to the third quarter of 2025 primarily as a result of additional operating income from retail sites converted to dealer locations, which was partially offset by reduced operating income at comparable wholesale sites.

For the third quarter of 2026, fuel contribution increased by $1.7 million compared to the third quarter of 2025. Fuel contribution for the third quarter of 2026 at fuel supply locations increased by $1.4 million compared to the third quarter of 2025, primarily due to $1.5 million of incremental contribution from retail sites converted to dealer locations. Fuel contribution for the third quarter of 2026 at consignment agent locations increased $0.3 million compared to the third quarter of 2025, primarily due to $0.4 million of incremental contribution from retail sites converted to dealer locations.

Fuel margin per gallon at fuel supply locations increased 0.9 cents per gallon compared to the third quarter of 2025, and fuel margin per gallon at consignment agent locations increased 2.8 cents per gallon compared to the third quarter of 2025, both primarily due to increased prompt pay discounts related to higher fuel costs.

For the third quarter of 2026, other revenues, net increased by $3.5 million, and site operating expenses increased by $3.8 million, in each case compared to the third quarter of 2025, resulting primarily from retail stores converted to dealer locations.

Fleet Fueling

For the Three Months

Ended September 30, For the Nine Months

Ended September 30,

2026 2025 2026 2025

(in thousands)

Fuel gallons sold – proprietary cardlock locations 32,619 33,124 95,839 98,039

Fuel gallons sold – third-party cardlock locations 3,617 3,458 10,776 9,926

Fuel contribution ¹ – proprietary cardlock locations $ 16,837 $ 16,209 $ 49,534 $ 47,985

Fuel contribution ¹ – third-party cardlock locations $ 776 $ 531 $ 1,909 $ 1,825

Fuel margin, cents per gallon ² – proprietary cardlock locations 51.6 48.9 51.7 48.9

Fuel margin, cents per gallon ² – third-party cardlock locations 21.5 15.3 17.8 18.4

¹ Calculated as fuel revenue less fuel costs; excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

² Calculated as fuel contribution divided by fuel gallons sold.

For the third quarter of 2026, fuel contribution increased by $0.9 million compared to the third quarter of 2025. At proprietary cardlocks, fuel contribution increased by $0.6 million, and fuel margin per gallon also increased for the third quarter of 2026 compared to the third quarter of 2025. At third-party cardlock locations, fuel contribution increased $0.3 million, and fuel margin per gallon also increased for the third quarter of 2026 compared to the third quarter of 2025. These increases primarily resulted from significant volatility in the fuel market due to the geopolitical environment.

The Company opened five new fleet fueling locations in the first nine months of 2026 and two locations were added in October 2026. Currently, the Company has an additional 16 locations in various stages of planning and development, reflecting the attractive, durable cash flow profile of its fleet fueling business.

ARKO Petroleum Corp. Strategic Acquisition Transaction Announcement Highlights

On August 4, 2026, APC entered into an asset purchase agreement to acquire the business of USPP, a vertically integrated fuel supply and distribution platform serving customers throughout the Great Lakes region. The strategic transaction would meaningfully expand APC’s scale and infrastructure and reflects the disciplined execution of the growth strategy outlined at the time of its initial public offering.

The acquisition is expected to add approximately 280 million gallons of annual fuel volume, representing an approximately 14% increase to APC’s trailing 12-month fuel volume, for the period ended September 30, 2026, across approximately 400 dealer locations and to meaningfully increase APC’s commercial and operational scale.

The acquisition is expected to be accretive, contribute approximately $30 million of annualized Adjusted EBITDA and enhance Discretionary Cash Flow, further diversifying APC’s earnings and strengthening its cash-generation capability.

The addition of two fuel terminals and expanded transportation capabilities is expected to enhance APC’s vertical integration, broaden its participation across the fuel value chain and create opportunities to increase terminal utilization, improve transportation efficiency, generate additional fixed-margin and fee-based income, and capture incremental margin.

The consideration at closing will consist of $205 million in cash plus the value of inventory at closing. Additionally, at closing APC will issue $30 million in APC Class A common stock that will be held in escrow and released to the seller subject to the acquired business achieving certain EBITDA-based financial targets in first four full quarters after closing.

APC continues to work toward the closing of the transaction, which is expected to occur during the fourth quarter of fiscal year 2026.

Additional details regarding the transaction, including the strategic and financial highlights, can be found in a separate press release and investor presentation issued by APC on August 6, 2026, both available on the Investor Relations section of APC’s website at www.arkopetroleum.com.

Liquidity and Capital Expenditures

As of September 30, 2026, the Company’s total liquidity was approximately $1.0 billion, consisting of approximately $184 million of cash and cash equivalents and approximately $845 million of availability under the Company’s lines of credit. Outstanding debt was approximately $625 million, which after deducting cash and cash equivalents resulted in net debt of approximately $441 million. During the third quarter of 2026, the Company repurchased $62.1 million principal amount of its outstanding 5.125% senior notes as part of its disciplined capital allocation strategy. Capital expenditures were $41.4 million for the third quarter of 2026, including the purchase of fee properties, investments in NTI retail stores and new fleet fueling locations, remodeling of new format stores, EV chargers, upgrades to fuel dispensers and other investments in stores.

Quarterly Dividend

The Company’s ability to return cash to its stockholders through its cash dividend program is consistent with its capital allocation framework and reflects the Company’s confidence in the strength of its cash generation ability and strong financial position.

The Board declared a quarterly dividend of $0.03 per share of common stock to be paid on December 3, 2026 to stockholders of record as of November 20, 2026.

Company-Operated Retail Store Count and Segment Update

The following tables present certain information regarding changes in the retail, wholesale and fleet fueling segments for the periods presented:

For the Three Months

Ended September 30, For the Nine Months

Ended September 30,

Retail Segment 2026 2025 2026 2025

Number of sites at beginning of period 1,057 1,254 1,118 1,389

Newly opened or reopened sites — 1 3 3

Company-controlled sites converted to

dealer locations (17 ) (65 ) (79 ) (194 )

Sites closed, divested or converted to rentals (2 ) (8 ) (4 ) (16 )

Number of sites at end of period 1,038 1,182 1,038 1,182

For the Three Months

Ended September 30, For the Nine Months

Ended September 30,

Wholesale Segment
¹ 2026 2025 2026 2025

Number of sites at beginning of period 2,129 2,014 2,099 1,922

Newly opened or reopened sites ² 6 6 30 16

Company-controlled sites converted to

dealer locations 17 65 79 194

Closed or divested sites (28 ) (32 ) (84 ) (79 )

Number of sites at end of period 2,124 2,053 2,124 2,053

¹ Excludes bulk and spot purchasers.

² Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.

For the Three Months

Ended September 30, For the Nine Months

Ended September 30,

Fleet Fueling Segment 2026 2025 2026 2025

Number of sites at beginning of period 290 287 295 280

Newly opened or reopened sites 4 2 5 11

Closed or divested sites — (1 ) (6 ) (3 )

Number of sites at end of period 294 288 294 288

Full Year 2026 Guidance

Based on its performance through the first nine months of 2026, current business trends and the expected closing of the USPP acquisition, the Company is raising the lower end of its full year 2026 Adjusted EBITDA guidance. The Company now expects full year 2026 Adjusted EBITDA to be in the range of $250 million and $265 million, compared with its previous guidance of $245 million and $265 million. The Company is also increasing its outlook for average annual retail fuel margin to a range of 47.0 cents per gallon to 49.0 cents per gallon, with higher margins expected to offset anticipated lower retail fuel volumes.

The Company is not providing guidance on net income at this time due to the unavailability of certain required inputs that are not available without unreasonable efforts, including depreciation and amortization related to its capital allocation as part of its focus on strategic and organic growth.

Conference Call and Webcast Details

The Company will host a conference call today, November 5, 2026, to discuss these results at 9:00 a.m. Eastern Time. Investors and analysts interested in participating in the live call can dial 877-605-1792 or 201-689-8728.

A simultaneous, live webcast will also be available on the Investor Relations section of the Company’s website at https://www.arkocorp.com/news-events/ir-calendar. The webcast will be archived for 30 days.

About ARKO Corp.

ARKO Corp. (Nasdaq: ARKO) is a Fortune 1000 company that is one of the largest operators of convenience stores in the United States, ranked by store count, and one of the largest fuel wholesalers in North America. Based in Richmond, VA, our retail segment operates retail convenience stores under more than 25 regional store brands in the District of Columbia and more than 30 states across the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern U.S. Our highly recognizable Family of Community Brands offers delicious, prepared foods, beer, snacks, candy, hot and cold beverages, and multiple popular quick serve restaurant brands. Our wholesale segment supplies fuel to independent dealers and consignment agents; our fleet fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations), and commissions from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites; and our GPMP segment primarily engages in inter-segment transactions related to the wholesale distribution of fuel to substantially all of our sites that sell fuel in the retail, wholesale and fleet fueling segments. In February 2026, we completed the initial public offering of our subsidiary ARKO Petroleum Corp. (Nasdaq: APC), which is the primary operating entity for the wholesale, fleet fueling, and GPMP segments. To learn more about GPM stores, visit: www.gpminvestments.com. To learn more about ARKO, visit: www.arkocorp.com. To learn more about APC, visit: www.arkopetroleum.com.

Forward-Looking Statements

This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by use of words such as “accretive,” “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; the Company’s ability to successfully integrate business that it may acquire, including the business of USPP; the Company’s ability to achieve the benefits that it expects to realize as a result of its acquisitions, including the business of USPP; the potential negative impact on the Company’s financial condition and results of operations if it fails to achieve the benefits that it expects to realize as a result of its business acquisitions, including the business of USPP; liabilities of the businesses that the Company acquires that are not known to the Company; the Company’s ability to maintain the listing of its common stock on the Nasdaq Stock Market; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which the Company competes; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond its control; the success of the Company’s transformation plan, including the dealerization of retail stores; the impact of APC operating as a public company; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

Use of Non-GAAP Measures

The Company discloses certain measures on a “same store basis,” which is a non-GAAP measure. Information disclosed on a “same store basis” excludes the results of any store that is not a “same store” for the applicable period. A store is considered a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. The Company believes that this information is useful for its investors, securities analysts, and other interested parties by providing greater comparability regarding its ongoing operating performance. Neither this measure nor those described below should be considered an alternative to measurements presented in accordance with generally accepted accounting principles in the United States (“GAAP”).

The Company discloses certain measures on a “comparable wholesale sites” basis, which is a non-GAAP measure. Information disclosed on a “comparable wholesale sites” basis excludes wholesale sites added through retail stores converted to dealer locations until the first quarter in which these sites had a full quarter of wholesale activity in the prior year. The Company believes that this information is useful for its investors, securities analysts, and other interested parties by providing greater comparability regarding its ongoing operating performance.

The Company defines EBITDA as net income including net income attributable to non-controlling interests before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets, impairment charges, acquisition and divestiture costs, share-based compensation expense, other non-cash items, certain litigation expenses, and other unusual or non-recurring charges. Both EBITDA and Adjusted EBITDA are non-GAAP financial measures.

The Company uses EBITDA and Adjusted EBITDA for operational and financial decision-making and believes these measures are useful in evaluating its performance because they eliminate certain items that it does not consider indicators of its operating performance. EBITDA and Adjusted EBITDA are also used by many of its investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. The Company believes that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that it uses internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing its operating performance.

EBITDA and Adjusted EBITDA should not be considered as alternatives to any financial measure presented in accordance with GAAP, including net income. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation, or as substitutes for the analysis of its results as reported under GAAP. The Company strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Because non-GAAP financial measures are not standardized, same store measures, comparable wholesale sites, EBITDA and Adjusted EBITDA, as defined by the Company, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare the Company’s use of these non-GAAP financial measures with those used by other companies.

Reconciliations of forward-looking non-GAAP measures related to the business of USPP following its acquisition included in this press release to the corresponding GAAP financial measures are not included due to variability and difficulty in making accurate forecasts and projections, particularly in light of potential changes in USPP’s business following its acquisition, as well as, because certain information is not currently ascertainable or accessible, and because not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information, nor can the Company accurately predict all the components of the applicable non-GAAP financial measures and reconciling adjustments thereto; accordingly, the corresponding GAAP measures may be materially different than the non-GAAP measures. Such forward-looking information is also subject to uncertainty and various risks, including those set forth in the risk factors discussed above, and there can be no assurance that any forecasted results or conditions will actually be achieved.

Company and Investor Contact

Priya Trivedi
ARKO Corp.
[email protected]

Condensed Consolidated Statements of Operations

(Unaudited)

For the Three Months

Ended September 30, For the Nine Months

Ended September 30,

2026 2025 2026 2025

(in thousands, except per share amounts)

Revenues:

Fuel revenue $ 2,007,278 $ 1,599,990 $ 5,407,854 $ 4,616,448

Merchandise revenue 350,964 389,727 1,003,802 1,144,338

Other revenues, net 32,251 31,116 97,246 88,471

Total revenues 2,390,493 2,020,833 6,508,902 5,849,257

Operating expenses:

Fuel costs 1,861,705 1,453,175 4,984,486 4,195,877

Merchandise costs 228,994 258,248 657,816 760,804

Site operating expenses 188,679 198,491 559,867 600,925

General and administrative expenses 40,787 40,048 124,506 122,403

Depreciation and amortization 32,762 32,944 97,303 101,433

Total operating expenses 2,352,927 1,982,906 6,423,978 5,781,442

Other expenses (income), net 2,337 2,003 9,278 (13,035 )

Operating income 35,229 35,924 75,646 80,850

Interest and other financial income 6,685 3,340 14,407 16,397

Interest and other financial expenses (17,799 ) (23,485 ) (57,677 ) (69,911 )

Income before income taxes 24,115 15,779 32,376 27,336

Income tax expense (9,799 ) (2,368 ) (14,242 ) (6,546 )

(Loss) income from equity investment (11 ) 48 10 95

Net income 14,305 13,459 18,144 20,885

Less: Net income attributable to non-controlling
interests 3,609 — 7,974 —

Net income attributable to ARKO Corp. $ 10,696 $ 13,459 $ 10,170 $ 20,885

Series A redeemable preferred stock dividends (1,450 ) (1,450 ) (4,301 ) (4,301 )

Net income attributable to common stockholders $ 9,246 $ 12,009 $ 5,869 $ 16,584

Net income per share attributable to common
stockholders – basic $ 0.08 $ 0.11 $ 0.05 $ 0.15

Net income per share attributable to common
stockholders – diluted $ 0.08 $ 0.10 $ 0.05 $ 0.14

Weighted average shares outstanding:

Basic 112,182 112,723 111,902 114,196

Diluted 115,846 115,202 115,299 115,489

Condensed Consolidated Balance Sheets

(Unaudited)

September 30, 2026 December 31, 2025

(in thousands)

Assets

Current assets:

Cash and cash equivalents $ 183,804 $ 305,004

Restricted cash 12,995 18,710

Short-term investments 8,337 6,465

Trade receivables, net 188,374 87,331

Inventory 222,645 190,707

Other current assets 111,729 109,520

Total current assets 727,884 717,737

Non-current assets:

Property and equipment, net 778,617 739,570

Right-of-use assets under operating leases 1,316,436 1,340,450

Right-of-use assets under financing leases, net 130,653 144,601

Goodwill 299,973 299,973

Intangible assets, net 143,397 160,136

Equity investment 118 3,117

Deferred tax asset 57,772 62,625

Other non-current assets 71,985 66,603

Total assets $ 3,526,835 $ 3,534,812

Liabilities

Current liabilities:

Long-term debt, current portion $ 16,155 $ 36,676

Accounts payable 216,215 156,616

Other current liabilities 174,046 148,340

Operating leases, current portion 82,810 78,162

Financing leases, current portion 6,584 13,239

Total current liabilities 495,810 433,033

Non-current liabilities:

Long-term debt, net 608,588 875,469

Asset retirement obligation 88,656 89,304

Operating leases 1,357,477 1,374,101

Financing leases 194,852 199,691

Other non-current liabilities 202,595 195,975

Total liabilities 2,947,978 3,167,573

Series A redeemable preferred stock 100,000 100,000

Stockholders’ equity:

Common stock 11 11

Treasury stock (138,639 ) (134,293 )

Additional paid-in capital 445,816 291,853

Accumulated other comprehensive income 9,119 9,119

Retained earnings 96,318 100,549

Total stockholders’ equity 412,625 267,239

Non-controlling interests 66,232 —

Total equity 478,857 267,239

Total liabilities, redeemable preferred stock and equity $ 3,526,835 $ 3,534,812

Condensed Consolidated Statements of Cash Flows

(Unaudited)

For the Three Months

Ended September 30, For the Nine Months

Ended September 30,

2026 2025 2026 2025

(in thousands)

Cash flows from operating activities:

Net income $ 14,305 $ 13,459 $ 18,144 $ 20,885

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

Depreciation and amortization 32,762 32,944 97,303 101,433

Deferred income taxes 5,777 6,064 4,853 5,623

Loss on disposal of assets and impairment charges 168 1,407 4,159 5,486

Gain from sale-leaseback — — — (20,777 )

Foreign currency loss (gain) 98 (15 ) (52 ) (76 )

Amortization of deferred financing costs and
debt discount 1,015 749 2,939 2,107

Gain from repurchase of Senior Notes (4,903 ) — (7,444 ) —

Amortization of deferred income (4,962 ) (6,579 ) (14,006 ) (15,344 )

Accretion of asset retirement obligation 697 643 1,868 1,877

Non-cash rent 2,294 2,995 6,991 9,405

Charges to allowance for credit losses 230 277 851 819

Income from equity investment 11 (48 ) (10 ) (95 )

Share-based compensation 4,913 3,884 14,995 10,878

Fair value adjustment of financial assets and
liabilities (465 ) (1,498 ) 917 (9,109 )

Other operating activities, net — 21 — (191 )

Changes in assets and liabilities:

Increase in trade receivables (37,534 ) (275 ) (101,894 ) (17,330 )

(Increase) decrease in inventory (14,170 ) 4,183 (31,938 ) 28,218

Decrease (increase) in other assets 3,519 (5,944 ) (4,607 ) (9,540 )

Increase (decrease) in accounts payable 15,008 (9,429 ) 56,209 (9,506 )

Increase in other current liabilities 7,839 386 24,199 16,542

Decrease in asset retirement obligation — (261 ) (357 ) (604 )

Increase in non-current liabilities 6,575 6,459 17,638 27,308

Net cash provided by operating activities 33,177 49,422 90,758 148,009

Cash flows from investing activities:

Purchase of property and equipment (41,361 ) (24,902 ) (104,945 ) (97,641 )

Proceeds from sale of property and equipment 3,358 1,592 6,048 3,868

Government grant proceeds 659 — 3,958 —

Dividend received from equity investment — — 3,231 —

Loans to equity investment, net — 17 — 48

Net cash used in investing activities (37,344 ) (23,293 ) (91,708 ) (93,725 )

Cash flows from financing activities:

Receipt of long-term debt, net 15,690 — 24,431 37,302

Repayment of long-term debt (5,707 ) (6,379 ) (225,064 ) (18,624 )

Repurchase of long-term debt (56,759 ) — (91,858 ) —

Principal payments on financing leases (1,580 ) (1,504 ) (11,608 ) (4,315 )

Issuance of shares in APC IPO, net of underwriting
discounts and commissions — — 210,426 —

Payment of APC IPO costs — — (3,651 ) —

Common stock repurchased (51 ) (4,182 ) (4,554 ) (20,773 )

Dividends paid to non-controlling interests (6,285 ) — (9,553 ) —

Dividends paid on common stock (3,365 ) (3,378 ) (10,096 ) (10,288 )

Dividends paid on redeemable preferred stock (1,450 ) (1,450 ) (4,301 ) (4,301 )

Net cash used in financing activities (59,507 ) (16,893 ) (125,828 ) (20,999 )

Net (decrease) increase in cash and cash

equivalents and restricted cash (63,674 ) 9,236 (126,778 ) 33,285

Effect of exchange rate on cash and cash
equivalents and restricted cash (95 ) 6 (137 ) 36

Cash and cash equivalents and restricted cash,
beginning of period 260,568 316,487 323,714 292,408

Cash and cash equivalents and restricted cash,

end of period $ 196,799 $ 325,729 $ 196,799 $ 325,729

Supplemental Disclosure of Non-GAAP Financial Information

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

For the Three Months

Ended September 30, For the Nine Months

Ended September 30,

2026 2025 2026 2025

(in thousands)

Net income, including net income attributable to

non-controlling interests $ 14,305 $ 13,459 $ 18,144 $ 20,885

Interest and other financing expenses, net 11,114 20,145 43,270 53,514

Income tax expense 9,799 2,368 14,242 6,546

Depreciation and amortization 32,762 32,944 97,303 101,433

EBITDA 67,980 68,916 172,959 182,378

Acquisition and divestiture costs (a) 2,569 1,636 6,125 3,741

APC IPO Costs (b) — 1,179 363 1,356

Loss (gain) on disposal of assets and impairment charges (c) 168 1,407 4,159 (15,291 )

Share-based compensation expense (d) 4,913 3,884 14,995 10,878

Loss (income) from equity investment (e) 11 (48 ) (10 ) (95 )

Adjustment to contingent consideration (f) — (1,541 ) 54 (1,816 )

Expenses related to wage and hour claim settlement (g) — 28 — 2,051

Other (h) 23 (300 ) (63 ) (248 )

Adjusted EBITDA $ 75,664 $ 75,161 $ 198,582 $ 182,954

Additional information

Non-cash rent expense (i) $ 2,294 $ 2,995 $ 6,991 $ 9,405

(a) Eliminates costs incurred that are directly attributable to business acquisitions and divestitures (including conversion of retail stores to dealer locations) and salaries of employees whose primary job function is to execute the Company’s acquisition and divestiture strategy and facilitate integration of acquired operations.

(b) Eliminates one-time costs incurred related to the APC IPO, which closed on February 13, 2026.

(c) Eliminates the non-cash loss (gain) from the sale or disposal of property and equipment, the loss (gain) recognized upon the sale of related leased assets, and impairment charges on property and equipment and right-of-use assets related to closed and non-performing sites. Also includes a $20.8 million gain recorded in the second quarter of 2025 related to the expiration of a real estate purchase option received in 2021 that was accounted for as a sale-leaseback.

(d) Eliminates non-cash share-based compensation expense related to the equity incentive programs in place to incentivize, retain, and motivate the Company’s employees and members of the Board and APC’s board of directors.

(e) Eliminates the Company’s share of loss (income) attributable to its unconsolidated equity investment.

(f) Eliminates fair value adjustments primarily related to the contingent consideration owed to the seller for the 2020 Empire acquisition.

(g) Eliminates non-recurring expenses accrued in net income related to a wage and hour collective action settlement.

(h) Eliminates other unusual or non-recurring items that the Company does not consider to be meaningful in assessing operating performance.

(i) Non-cash rent expense reflects the extent to which GAAP rent expense recognized exceeded (or was less than) cash rent payments. GAAP rent expense varies depending on the terms of the Company’s lease portfolio. For newer leases, rent expense recognized typically exceeds cash rent payments, whereas, for more mature leases, rent expense recognized is typically less than cash rent payments.

Supplemental Disclosures of Segment Information

Retail Segment

For the Three Months

Ended September 30, For the Nine Months

Ended September 30,

2026 2025 2026 2025

(in thousands)

Revenues:

Fuel revenue $ 860,412 $ 744,405 $ 2,354,471 $ 2,183,194

Merchandise revenue 350,964 389,727 1,003,802 1,144,338

Other revenues, net 11,900 14,715 37,502 43,884

Total revenues 1,223,276 1,148,847 3,395,775 3,371,416

Operating expenses:

Fuel costs ¹ 760,234 640,278 2,061,558 1,885,922

Merchandise costs 228,994 258,248 657,816 760,804

Site operating expenses 160,318 172,851 476,157 526,699

Total operating expenses 1,149,546 1,071,377 3,195,531 3,173,425

Operating income $ 73,730 $ 77,470 $ 200,244 $ 197,991

¹ Excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

Wholesale Segment

For the Three Months

Ended September 30, For the Nine Months

Ended September 30,

2026 2025 2026 2025

(in thousands)

Revenues:

Fuel revenue $ 957,611 $ 725,990 $ 2,549,162 $ 2,052,153

Other revenues, net 17,223 13,697 50,737 36,550

Other revenues, net – inter-segment 347 — 1,276 —

Total revenues 975,181 739,687 2,601,175 2,088,703

Operating expenses:

Fuel costs ¹ 930,891 700,922 2,473,230 1,981,649

Site operating expenses 18,467 14,637 54,227 41,054

Total operating expenses 949,358 715,559 2,527,457 2,022,703

Operating income $ 25,823 $ 24,128 $ 73,718 $ 66,000

¹ Excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

Fleet Fueling Segment

For the Three Months

Ended September 30, For the Nine Months

Ended September 30,

2026 2025 2026 2025

(in thousands)

Revenues:

Fuel revenue $ 183,553 $ 122,692 $ 486,195 $ 359,219

Other revenues, net 2,888 2,240 8,034 6,603

Total revenues 186,441 124,932 494,229 365,822

Operating expenses:

Fuel costs ¹ 165,940 105,952 434,752 309,409

Site operating expenses 7,207 6,769 20,941 20,131

Total operating expenses 173,147 112,721 455,693 329,540

Operating income $ 13,294 $ 12,211 $ 38,536 $ 36,282

¹ Excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

Posted on November 5, 2026 7:45 am
Rockwell Automation Reports Fourth Quarter and Full Year 2026 Results; Introduces Fiscal 2027 Guidance

Rockwell Automation Reports Fourth Quarter and Full Year 2026 Results; Introduces Fiscal 2027 Guidance

Fourth quarter reported sales up 1%; organic sales up 3% year over year; both reduced by ~(4) percentage points from the customer tariff refund program

Fourth quarter diluted EPS of $3.11 and Adjusted EPS of $3.88; up 153% and 16% year over year, respectively

Both include a favorable $0.11 net impact of IEEPA tariff refund related items

Full year reported and organic sales up 8% year over year; both reduced by ~(1) percentage point from the customer tariff refund program

Organic ARR grew 5% year over year; software ARR grew high single digits year over year

Full year fiscal 2026 diluted EPS of $12.54 and Adjusted EPS of $13.42; up 63% and 27% year over year, respectively

Both include a favorable $0.11 net impact of IEEPA tariff refund related items

Full year fiscal 2026 cash provided by operating activities of $1,958 million and free cash flow of $1,701 million; up 27% and 25% year over year, respectively

Both include a favorable $108 million impact of IEEPA tariff refunds and related interest income

Fiscal 2027 guidance:

Reported sales growth of 4.5% to 7.5%; organic sales growth of 6% to 9%

Diluted EPS $13.78 – $14.78; Adjusted EPS $14.50 – $15.50

MILWAUKEE–(BUSINESS WIRE)–
Rockwell Automation, Inc. (NYSE: ROK) today reported fiscal 2026 fourth quarter and full year results and introduced fiscal 2027 guidance.

“Rockwell delivered a strong finish to a great year, with broad-based topline growth, margin expansion, and double-digit earnings growth. Our results underscore the differentiation of our strategy and operating model, as we continue to gain share, strengthen our leadership in core markets, and expand our position in high-growth areas including semiconductor and data centers,” said Blake Moret, Chairman and CEO.

In the fourth quarter of fiscal 2026, the Company received $103 million of International Emergency Economic Powers Act tariff refunds (IEEPA tariff refunds) and $5 million of related interest, the benefits of which are reported as a reduction of Cost of sales and an increase in Interest income in our Consolidated Statement of Operations for the three and twelve months ended September 30, 2026. In addition, the Company approved and communicated a refund program for customers (customer tariff refund program) that paid price increases on purchases of products that were impacted by IEEPA tariffs. The Company recognized an accrual of $85 million for estimated refunds to be issued to customers as a reduction of sales in the Consolidated Statement of Operations for the three and twelve months ended September 30, 2026. The impacts on Sales and Cost of sales are reported as unallocated in the segment Sales and Earnings Information. The after-tax net impact of IEEPA tariff refunds, including interest, the customer tariff refund program, and related non-recurring charges reported in unallocated, of $0.11 is included in diluted EPS and Adjusted EPS.

Fiscal Q4 2026 Financial Results

Fiscal 2026 fourth quarter sales were $2,332 million, up 1% compared to $2,316 million in the fourth quarter of fiscal 2025. Organic sales increased 3%. Divestitures decreased sales by (2)%. Reported and Organic sales were reduced by ~(4) percentage points from the customer tariff refund program.

Income before income taxes was $433 million in the fourth quarter of fiscal 2026 compared to $63 million in the same period last year. Pre-tax margin was 18.6% in the fourth quarter of fiscal 2026 compared to 2.7% in the same period last year. The increase was primarily driven by the prior year non-cash impairment charge related to the Sensia joint venture and an accounting change and accrual increase for legacy asbestos liabilities, higher sales volume, the net impact of IEEPA tariff refund related items, favorable mix, and the margin benefit of the Sensia joint venture dissolution, partially offset by a charitable contribution, higher compensation, and restructuring charges. Enterprise operating profit was $572 million in the fourth quarter of fiscal 2026, up 16% compared to $493 million in the same period of fiscal 2025. Enterprise operating margin was 24.5% in the fourth quarter compared to 21.3% a year ago. The increase in Enterprise operating margin was driven by higher sales volume, the net impact of IEEPA tariff refund related items, favorable mix, and the margin benefit of the Sensia joint venture dissolution, partially offset by higher compensation.

Fiscal 2026 fourth quarter net income attributable to Rockwell Automation was $346 million or $3.11 per share, compared to $138 million or $1.23 per share in the fourth quarter of fiscal 2025. The increases in net income attributable to Rockwell Automation and diluted EPS were primarily due to higher pre-tax income. Fiscal 2026 fourth quarter Adjusted EPS was $3.88, up 16% compared to $3.34 in the fourth quarter of fiscal 2025, primarily due to higher sales volume and Enterprise operating profit.

Cash flow generated by operating activities in the fourth quarter of fiscal 2026 was $680 million, compared to $454 million in the fourth quarter of fiscal 2025. Free cash flow was $602 million, compared to $405 million in the fourth quarter of fiscal 2025. Increases in cash flow provided by operating activities and free cash flow were primarily due to higher pre-tax income and $108 million of tariff refunds and related interest income.

Fiscal 2026 Full Year Financial Results

Fiscal 2026 sales were $8,989 million, a reported and organic increase of 8% from $8,342 million in fiscal 2025. Divestitures decreased sales by (2)% and currency translation increased sales by 2%. Reported and Organic sales were reduced by (1) percentage point from the customer tariff refund program.

Income before income taxes was $1,685 million in fiscal 2026, compared to $917 million in fiscal 2025. Pre-tax margin was 18.7% in fiscal 2026, compared to 11.0% in fiscal 2025. The increase was primarily due to the prior year non-cash impairment charge related to the Sensia joint venture and an accounting change and accrual increase for legacy asbestos liabilities, higher sales volume, price realization, favorable mix, productivity, and the net impact of IEEPA tariff refund related items, partially offset by higher compensation, a charitable contribution, and restructuring charges. Enterprise operating profit was $1,997 million in fiscal 2026, up 27% from $1,578 million in fiscal 2025. Enterprise operating margin was 22.2% compared to 18.9% a year ago. The increase was due to higher sales volume, price realization, favorable mix, productivity, and the net impact of IEEPA tariff refund related items, partially offset by higher compensation.

Fiscal 2026 net income attributable to Rockwell Automation was $1,409 million or $12.54 per share, compared to $869 million or $7.67 per share in fiscal 2025. The increases in net income attributable to Rockwell Automation and diluted EPS were primarily due to higher pre-tax income. Fiscal 2026 Adjusted EPS was $13.42, up 27% compared to $10.53 in fiscal 2025. The increase in Adjusted EPS was primarily due to higher Enterprise operating profit.

Cash flow generated by operating activities in fiscal year 2026 was $1,958 million, compared to $1,544 million in fiscal 2025. Free cash flow was $1,701 million compared to $1,358 million last year. Increases in cash flow provided by operating activities and free cash flow were driven by higher pre-tax income and $108 million of tariff refunds and related interest income.

Fiscal Year 2027 Outlook

The table below provides guidance for sales growth and earnings per share for fiscal 2027.

Sales Growth Guidance ⁽¹⁾

EPS Guidance ⁽¹⁾

Reported sales growth ⁽²⁾

4.5% – 7.5%

Diluted EPS

$13.78 – $14.78

Organic sales growth ^{(2) (3)}

6% – 9%

Adjusted EPS ⁽³⁾

$14.50 – $15.50

Inorganic sales growth

~ —%

Divestiture

~ (1.5)%

Currency translation

~ —%

⁽¹⁾Guidance as of November 5, 2026.

⁽²⁾ Reported and Organic sales growth include a ~1 percentage point benefit from the FY26 customer tariff refund program.

⁽³⁾Organic sales growth and Adjusted EPS are non-GAAP measures. See Organic Sales, Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate, and Fiscal 2027 Guidance for more information on these non-GAAP measures.

“We enter fiscal 2027 from a position of strength, with healthy customer demand and significant new product releases. As industrial operations become increasingly AI-enabled and autonomous, Rockwell is uniquely positioned to orchestrate plant-wide workflows. We are committed to growing customer value, increasing market share, and expanding margins,” Moret continued.

Following is a discussion of quarter and full year results for our business segments.

Intelligent Devices

Intelligent Devices fiscal 2026 fourth quarter sales were $1,144 million, a reported and organic increase of 5% compared to $1,086 million in the same period last year. Segment operating earnings were $247 million in the fourth quarter of fiscal 2026 compared to $215 million in the same period last year. Segment operating margin increased to 21.6% in the fourth quarter of fiscal 2026 from 19.8% a year ago driven by higher sales volume, favorable currency, positive price/cost, and favorable mix, partially offset by higher compensation.

Intelligent Devices fiscal 2026 sales were $4,185 million, an increase of 11% from $3,756 million last year. Organic sales increased 10% and currency translation increased sales by 1%. Segment operating earnings were $839 million in fiscal 2026 compared to $676 million in fiscal 2025. Segment operating margin increased to 20.0% in fiscal 2026 from 18.0% a year ago driven by higher sales volume, productivity, and favorable mix, partially offset by higher compensation.

Software & Control

Software & Control fiscal 2026 fourth quarter sales were $754 million, a reported and organic increase of 15% compared to $657 million in the same period last year. Segment operating earnings were $256 million in the fourth quarter of fiscal 2026 compared to $205 million in the same period last year. Segment operating margin increased to 34.0% in the fourth quarter of fiscal 2026 from 31.2% a year ago driven by higher sales volume.

Software & Control fiscal 2026 sales were $2,818 million, an increase of 18% from $2,383 million last year. Organic sales increased 17% and currency translation increased sales by 1%. Segment operating earnings were $952 million in fiscal 2026 compared to $708 million in fiscal 2025. Segment operating margin increased to 33.8% in fiscal 2026 from 29.7% a year ago driven by higher sales volume, partially offset by higher compensation.

Lifecycle Services

Lifecycle Services fiscal 2026 fourth quarter sales were $519 million, a decrease of (9)% compared to $573 million in the same period last year. Organic sales increased 2%. Divestitures decreased sales by (11)%. Segment operating earnings were $85 million in the fourth quarter of fiscal 2026 compared to $100 million in the same period last year. Segment operating margin decreased to 16.4% in the fourth quarter of fiscal 2026 from 17.5% a year ago due to higher compensation and unfavorable project mix, partially offset by the margin benefit from the Sensia joint venture dissolution and higher sales volume.

Lifecycle Services fiscal 2026 sales were $2,071 million, a decrease of (6)% from $2,203 million in fiscal 2025. Organic sales decreased by (2)%. Divestitures decreased sales by (6)% and currency translation increased sales by 2%. Segment operating earnings were $312 million in fiscal 2026 compared to $319 million in fiscal 2025. Segment operating margin increased to 15.1% in fiscal 2026 from 14.5% a year ago due to strong project execution and the margin benefit from the Sensia joint venture dissolution, partially offset by higher compensation.

Supplemental Information

ARR – Organic ARR grew 5% compared to the end of the fourth quarter of fiscal 2025.

Corporate and Other – Fiscal 2026 fourth quarter Corporate and other expense was $26 million compared to $27 million in the fourth quarter of 2025. Corporate and other expense was $116 million for the full fiscal year 2026 compared to $125 million in fiscal 2025.

Amortization of acquisition-related intangible assets – Fiscal 2026 fourth quarter Amortization of acquisition-related intangible assets expense was $29 million, down $6 million from the fourth quarter of fiscal 2025. Full year fiscal 2026 Amortization of acquisition-related intangible assets expense was $120 million, down $21 million from fiscal 2025. The decreases were primarily due to the dissolution of the Sensia joint venture.

Restructuring charges – Fiscal 2026 fourth quarter and full year restructuring charges were $25 million. Fiscal 2025 fourth quarter and full year included an accrual reversal of $5 million.

Charitable Contribution – In the fourth quarter of fiscal 2026 the Company made a $50 million contribution to the Rockwell Automation Charitable Corporation. The contribution optimizes tax benefits and provides funding for philanthropic priorities.

Tax – On a GAAP basis, the effective tax rate in the fourth quarter of fiscal 2026 was 20.1% compared to 52.4% in the fourth quarter of 2025. The effective tax rate for the full fiscal year 2026 was 16.5% compared to 18.3% in fiscal 2025. The Adjusted Effective Tax Rate for the fourth quarter of fiscal 2026 was 20.9% compared to 17.8% in the fourth quarter of 2025. The Adjusted Effective Tax Rate for the full fiscal year 2026 was 19.6% compared to 17.1% in fiscal 2025. The decreases in the GAAP effective tax rate for the fourth quarter and full year were primarily due to the absence of certain Sensia-related tax impacts from 2025 and higher discrete tax benefits in 2026, including a benefit related to the dissolution of the Sensia joint venture, partially offset by BEPS Pillar Two minimum taxes. The increases in the Adjusted Effective Tax Rate were primarily due to BEPS Pillar Two minimum taxes, partially offset by higher discrete tax benefits.

Share Repurchases – The Company repurchased approximately 1.2 million shares of its common stock at a cost of $500 million during the fourth quarter of fiscal 2026. For the full fiscal year 2026, the Company repurchased 3.1 million shares of its common stock at a cost of $1,254 million. At September 30, 2026, $673 million remained available under the existing share repurchase authorization.

Return on Invested Capital (ROIC) – On a GAAP basis, ROIC was 23.3% for the twelve months ended September 30, 2026, compared to 13.2% for the twelve months ended September 30, 2025. Adjusted ROIC was 20.4% for fiscal year 2026, compared to 14.6% for fiscal year 2025. The increase in ROIC and Adjusted ROIC was due to higher pre-tax income.

Net Income and Adjusted EBITDA – Net Income in the fourth quarter of fiscal 2026 was $346 million, compared to $30 million in the fourth quarter of 2025. Adjusted EBITDA in the fourth quarter of fiscal 2026 was $620 million, compared to $538 million in the fourth quarter of 2025. Net Income for fiscal year 2026 was $1,407 million, compared to $749 million for fiscal year 2025. Adjusted EBITDA was $2,182 million for fiscal year 2026, compared to $1,753 million for fiscal year 2025. The increase was primarily driven by higher net income.

Definitions

Non-GAAP Measures – Organic sales, Enterprise operating profit, Enterprise operating margin, Adjusted Income, Adjusted EPS, Adjusted Effective Tax Rate, free cash flow, free cash flow conversion, Adjusted ROIC, Adjusted EBITDA, and Adjusted EBITDA margin are non-GAAP measures that are reconciled to GAAP measures in the attachments to this release.

Total ARR – Annual recurring revenue (ARR) is a key metric that enables measurement of progress in growing our recurring revenue business. It represents the annual contract value of all active recurring revenue contracts at any point in time. Recurring revenue is defined as a revenue stream that is contractual, typically for a period of 12 months or more, and has a high probability of renewal. The probability of renewal is based on historical renewal experience of the individual revenue streams, or management’s best estimates if historical renewal experience is not available. Total ARR growth is calculated as the dollar change in ARR, adjusted to exclude the effects of currency, divided by ARR as of the prior period. The effects of currency translation are excluded by calculating Total ARR on a constant currency basis. Total ARR includes acquisitions even if there was no comparable ARR in the prior period. We believe that Total ARR provides useful information to investors because it reflects our recurring revenue performance period over period including the effect of acquisitions. Our measure of ARR may be different from measures used by other companies. Because ARR is based on annual contract value, it does not represent revenue recognized during a particular reporting period or revenue to be recognized in future reporting periods and is not intended to be a substitute for revenue, contract liabilities, or backlog.

Organic ARR – Organic annual recurring revenue is Total ARR that excludes comparable ARR in the prior period for the divested businesses.

Conference Call

A conference call to discuss the quarterly results will be held at 7:30 a.m. Central Standard Time on Thursday, November 5, 2026. This call will be an audio webcast and accessible on the Rockwell Automation Investor Relations website (https://www.rockwellautomation.com/en-us/company/investor-relations.html). Presentation materials will also be available on the website prior to the call.

Interested parties can access the conference call by dialing the following numbers: +1 (585) 542-9983 in the United States or +1 (833) 461-5787 toll-free. International dial-in numbers are available here: https://help.events.q4inc.com/eahc/international-dial-in-numbers. The meeting ID is 697888635.

This call is also accessible via webcast (https://events.q4inc.com/attendee/697888635/guest).

A replay of the call will be available on the Investor Relations section of the Rockwell Automation website through December 7, 2026.

This news release contains statements (including certain projections and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as “believe”, “estimate”, “project”, “plan”, “expect”, “anticipate”, “will”, “intend”, and other similar expressions may identify forward-looking statements. Actual results may differ materially from those projected as a result of certain risks and uncertainties, many of which are beyond our control, including but not limited to:

macroeconomic factors, including inflation, global and regional business conditions, commodity prices, currency exchange rates, the cyclical nature of our customers’ capital spending, and sovereign debt concerns;

laws, regulations, and governmental policies affecting our activities in the countries where we do business, including those related to trade policies, including tariffs, taxation, trade controls, cybersecurity, and climate change;

the severity and duration of disruptions to our business due to natural disasters (including those as a result of climate change), pandemics, acts of war, strikes, terrorism, social unrest or other causes;

the availability and price of components and materials;

our ability to manage and mitigate the risks related to the adoption and integration of artificial intelligence (AI), as well as security vulnerabilities and breaches, in our hardware and software products, solutions, and services;

the availability, effectiveness, and security of our information technology systems;

the successful execution of our cost productivity and margin expansion initiatives;

our ability to attract, develop, and retain qualified employees;

the successful integration and management of strategic transactions and achievement of the expected benefits of these transactions;

the successful development of advanced technologies and demand for and market acceptance of new and existing hardware and software products;

our ability to manage and mitigate the risks associated with our solutions and services businesses;

competitive hardware and software products, solutions, and services, pricing pressures, and our ability to provide high quality products, solutions, and services;

the availability and cost of capital;

disruptions to our distribution channels or the failure of distributors to develop and maintain capabilities to sell our products;

intellectual property infringement claims by others and the ability to protect our intellectual property;

the uncertainty of claims by taxing authorities in the various jurisdictions where we do business;

the uncertainties of litigation, including liabilities related to the safety and security of the hardware and software products, solutions, and services we sell;

our ability to manage costs related to employee retirement and health care benefits; and

other risks and uncertainties, including but not limited to those detailed from time to time in our Securities and Exchange Commission (SEC) filings.

Rockwell Automation, Inc. (NYSE: ROK), is a global leader in industrial automation and digital transformation. We connect the imaginations of people with the potential of technology to expand what is humanly possible, making the world more productive and more sustainable. Headquartered in Milwaukee, Wisconsin, Rockwell Automation employs approximately 27,000 problem solvers dedicated to our customers in more than 100 countries as of fiscal year end 2026. To learn more about how we are bringing Connected Enterprise to life across industrial enterprises, visit www.rockwellautomation.com.

ROCKWELL AUTOMATION, INC.

CONDENSED STATEMENT OF OPERATIONS INFORMATION

(in millions, except percentages)

Three Months Ended

September 30,

Twelve Months Ended

September 30,

2026

2025

2026

2025

Sales (a)

$

2,332

$

2,316

$

8,989

$

8,342

Cost of sales

(1,122

)

(1,196

)

(4,494

)

(4,326

)

Gross profit (b)

1,210

1,120

4,495

4,016

Selling, general and administrative expenses (c)

(566

)

(471

)

(2,012

)

(1,914

)

Engineering and development^(d)

(189

)

(191

)

(714

)

(679

)

Other income (expense)

11

(134

)

50

(126

)

Goodwill and intangible asset impairment

—

(224

)

—

(224

)

Interest expense

(33

)

(37

)

(134

)

(156

)

Income before income taxes

433

63

1,685

917

Income tax provision

(87

)

(33

)

(278

)

(168

)

Net income

346

30

1,407

749

Net income (loss) attributable to noncontrolling interests

—

(108

)

(2

)

(120

)

Net income attributable to Rockwell Automation, Inc.

$

346

$

138

$

1,409

$

869

Gross profit as percent of sales (b/a)

51.9

%

48.4

%

50.0

%

48.1

%

SG&A as percent of sales (c/a)

24.3

%

20.3

%

22.4

%

22.9

%

E&D as percent of sales (d/a)

8.1

%

8.2

%

7.9

%

8.1

%

ROCKWELL AUTOMATION, INC.

SALES AND EARNINGS INFORMATION

(in millions, except per share amounts and percentages)

Three Months Ended

September 30,

Twelve Months Ended

September 30,

2026

2025

2026

2025

Sales

Intelligent Devices (a)

$

1,144

$

1,086

$

4,185

$

3,756

Software & Control (b)

754

657

2,818

2,383

Lifecycle Services (c)

519

573

2,071

2,203

Other unallocated items ⁽¹⁾

(85

)

—

(85

)

—

Total sales (d)

$

2,332

$

2,316

$

8,989

$

8,342

Segment operating earnings

Intelligent Devices (e)

$

247

$

215

$

839

$

676

Software & Control (f)

256

205

952

708

Lifecycle Services (g)

85

100

312

319

Corporate and other

(26

)

(27

)

(116

)

(125

)

Other unallocated items ⁽¹⁾

10

—

10

—

Enterprise operating profit ⁽²⁾(h)

572

493

1,997

1,578

Non-operating pension and postretirement benefit credit (cost)

(8

)

(1

)

2

(1

)

Amortization of acquisition-related intangible assets ⁽³⁾

(29

)

(35

)

(120

)

(141

)

Impairment of intangible assets

—

(224

)

—

(224

)

Net legacy asbestos and environmental charges

5

(141

)

2

(154

)

Gain or loss on fair value of investments

—

—

(7

)

(3

)

Restructuring charges

(25

)

5

(25

)

5

Charitable contributions

(50

)

—

(50

)

—

Gain on dissolution of Sensia, net of transaction costs

(6

)

—

4

—

Interest expense, net

(26

)

(34

)

(118

)

(143

)

Income before income taxes (i)

433

63

1,685

917

Income tax provision

(87

)

(33

)

(278

)

(168

)

Net income

346

30

1,407

749

Net income (loss) attributable to noncontrolling interests

—

(108

)

(2

)

(120

)

Net income attributable to Rockwell Automation, Inc.

$

346

$

138

$

1,409

$

869

Diluted EPS

$

3.11

$

1.23

$

12.54

$

7.67

Adjusted EPS ⁽⁴⁾

$

3.88

$

3.34

$

13.42

$

10.53

Average diluted shares for diluted EPS

111.1

113.0

112.0

113.1

Pre-tax margin (i/d)

18.6

%

2.7

%

18.7

%

11.0

%

Segment operating margin

Intelligent Devices (e/a)

21.6

%

19.8

%

20.0

%

18.0

%

Software & Control (f/b)

34.0

%

31.2

%

33.8

%

29.7

%

Lifecycle Services (g/c)

16.4

%

17.5

%

15.1

%

14.5

%

Enterprise operating margin ⁽²⁾ (h/d)

24.5

%

21.3

%

22.2

%

18.9

%

⁽¹⁾Includes an $85 million reduction of sales for the customer tariff refund program, a $103 million reduction of cost of sales for IEEPA tariff refunds received, and $8 million of related non-recurring charges.

⁽²⁾Enterprise operating profit and Enterprise operating margin are non-GAAP financial measures. We exclude from income before income taxes and pre-tax margin, non-operating pension and postretirement benefit credit (cost), amortization of acquisition-related intangible assets, impairment of intangible assets, net legacy asbestos and environmental charges, gain or loss on fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, charitable contributions, gain on dissolution of Sensia, net of transaction costs, and interest expense, net because we do not consider these items to be directly related to the operating performance of our enterprise. We believe Enterprise operating profit and Enterprise operating margin are useful to investors as measures of operating performance. We use these measures to monitor and evaluate the profitability of our operating enterprise. Our measures of Enterprise operating profit and Enterprise operating margin may be different from measures used by other companies.

⁽³⁾Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible software products. See Other Supplemental Information for our presentation and reconciliation by segment.

⁽⁴⁾Adjusted EPS is a non-GAAP earnings measure. See Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for more information on this non-GAAP measure.

ROCKWELL AUTOMATION, INC.

CONDENSED BALANCE SHEET INFORMATION

(in millions)

September 30,

2026

September 30,

2025

Assets

Cash and cash equivalents

$

433

$

468

Receivables

1,891

1,931

Inventories

1,316

1,247

Property, net

871

797

Operating lease right-of-use assets

350

403

Goodwill and intangibles

4,493

4,703

Other assets

1,914

1,670

Total

$

11,268

$

11,219

Liabilities and Shareowners’ Equity

Short-term debt

$

711

$

610

Accounts payable

1,013

930

Long-term debt

2,569

2,614

Operating lease liabilities

272

329

Other liabilities

3,149

3,025

Shareowners’ equity attributable to Rockwell Automation, Inc.

3,552

3,654

Noncontrolling interests

2

57

Total

$

11,268

$

11,219

ROCKWELL AUTOMATION, INC.

CONDENSED CASH FLOW INFORMATION

(in millions)

Twelve Months Ended

September 30,

2026

2025

Operating activities:

Net income

$

1,407

$

749

Depreciation and amortization

314

325

Retirement benefits expense

37

43

Pension contributions

(15

)

(88

)

Gain on dissolution of Sensia

(15

)

—

Accounting method change for net legacy asbestos-related defense costs

—

91

Impairment of goodwill and intangible assets

—

224

Receivables/inventories/payables

17

(9

)

Contract liabilities

20

39

Compensation and benefits

73

168

Income taxes

(82

)

(168

)

Other operating activities

202

170

Cash provided by operating activities

1,958

1,544

Investing activities:

Capital expenditures

(257

)

(186

)

Purchases of investments

(12

)

(14

)

Dissolution of Sensia, net of cash derecognized

(27

)

—

Other investing activities

(5

)

(16

)

Cash used for investing activities

(301

)

(216

)

Financing activities:

Net issuance (repayment) of commercial paper

185

(134

)

Issuance of short-term debt

33

513

Issuance of long-term debt

—

14

Repayment of short-term debt

(70

)

(500

)

Repayment of long-term debt

—

(303

)

Payment of capital lease obligations

(62

)

—

Cash dividends

(618

)

(591

)

Purchases of treasury stock

(1,256

)

(425

)

Proceeds from the exercise of stock options

95

101

Other financing activities

(1

)

(10

)

Cash used for financing activities

(1,694

)

(1,335

)

Effect of exchange rate changes on cash

2

4

Decrease in cash and cash equivalents

$

(35

)

$

(3

)

ROCKWELL AUTOMATION, INC.

OTHER SUPPLEMENTAL INFORMATION

(in millions, except percentages)

Organic Sales

We translate sales of subsidiaries operating outside of the United States using exchange rates effective during the respective period. Therefore, changes in currency exchange rates affect our reported sales. Sales by acquired businesses also affect our reported sales. We believe that organic sales, defined as sales excluding the effects of acquisitions and changes in currency exchange rates, which is a non-GAAP financial measure, provides useful information to investors because it reflects regional and operating segment performance from the activities of our businesses without the effect of acquisitions and changes in currency exchange rates. We use organic sales as one measure to monitor and evaluate our regional and operating segment performance. When we acquire businesses, we exclude sales in the current period for which there are no comparable sales in the prior period. We determine the effect of changes in currency exchange rates by translating the respective period’s sales using the same currency exchange rates that were in effect during the prior year. When we divest a business, we exclude sales in the prior period for which there are no comparable sales in the current period. Organic sales growth is calculated by comparing organic sales to reported sales in the prior year, excluding divestitures. We attribute sales to the geographic regions based on the country of destination.

The following is a reconciliation of reported sales to organic sales for the three and twelve months ended September 30, 2026, compared to sales for the three and twelve months ended September 30, 2025:

Three Months Ended September 30,

2026

2025

Reported Sales

Effect of

Changes in

Currency

Organic

Sales

Reported Sales

Divestitures

Sales Excluding Divestitures

North America

$

1,568

$

(2

)

$

1,570

$

1,478

$

(32

)

$

1,446

EMEA

397

(5

)

402

406

(29

)

377

Asia Pacific

308

2

306

280

(3

)

277

Latin America

144

9

135

152

(2

)

150

Other unallocated items ⁽¹⁾

(85

)

—

(85

)

—

—

—

Total

$

2,332

$

4

$

2,328

$

2,316

$

(66

)

$

2,250

Twelve Months Ended September 30,

2026

2025

Reported Sales

Effect of

Changes in

Currency

Organic

Sales

Reported Sales

Divestitures

Sales Excluding Divestitures

North America

$

5,801

$

5

$

5,796

$

5,270

$

(66

)

$

5,204

EMEA

1,603

73

1,530

1,488

(54

)

1,434

Asia Pacific

1,108

10

1,098

1,024

(5

)

1,019

Latin America

562

43

519

560

(3

)

557

Other unallocated items ⁽¹⁾

(85

)

—

(85

)

—

—

—

Total

$

8,989

$

131

$

8,858

$

8,342

$

(128

)

$

8,214

⁽¹⁾ Represents estimated refunds to customers under the customer tariff refund program.

The following is a reconciliation of reported sales to organic sales for our operating segments for the three and twelve months ended September 30, 2026, compared to sales for the three and twelve months ended September 30, 2025:

Three Months Ended September 30,

2026

2025

Reported Sales

Effect of

Changes in

Currency

Organic

Sales

Reported Sales

Divestitures

Sales Excluding Divestitures

Intelligent Devices

$

1,144

$

3

$

1,141

$

1,086

$

—

$

1,086

Software & Control

754

(1

)

755

657

—

657

Lifecycle Services

519

2

517

573

(66

)

507

Other unallocated items ⁽¹⁾

(85

)

—

(85

)

—

—

—

Total

$

2,332

$

4

$

2,328

$

2,316

$

(66

)

$

2,250

Twelve Months Ended September 30,

2026

2025

Reported Sales

Effect of

Changes in

Currency

Organic

Sales

Reported Sales

Divestitures

Sales Excluding Divestitures

Intelligent Devices

$

4,185

$

61

$

4,124

$

3,756

$

—

$

3,756

Software & Control

2,818

37

2,781

2,383

—

2,383

Lifecycle Services

2,071

33

2,038

2,203

(128

)

2,075

Other unallocated items ⁽¹⁾

(85

)

—

(85

)

—

—

—

Total

$

8,989

$

131

$

8,858

$

8,342

$

(128

)

$

8,214

⁽¹⁾ Represents estimated refunds to customers under the customer tariff refund program.

The following is a reconciliation of reported sales growth to organic sales growth for the three and twelve months ended September 30, 2026, compared to sales for the three and twelve months ended September 30, 2025:

Three Months Ended September 30, 2026

Reported Sales Growth

Effect of

Changes in

Currency

Effect of

Divestiture

Organic Sales Growth

North America

6 %

— %

(3) %

9 %

EMEA

(2) %

(1) %

(8) %

7 %

Asia Pacific

10 %

1 %

(1) %

10 %

Latin America

(5) %

6 %

(1) %

(10) %

Other unallocated items ⁽¹⁾

(4) %

— %

— %

(4) %

Total

1 %

— %

(2) %

3 %

Twelve Months Ended September 30, 2026

Reported Sales Growth

Effect of

Changes in

Currency

Effect of

Divestiture

Organic Sales Growth

North America

10 %

— %

(1) %

11 %

EMEA

8 %

5 %

(4) %

7 %

Asia Pacific

8 %

1 %

(1) %

8 %

Latin America

— %

7 %

— %

(7) %

Other unallocated items ⁽¹⁾

(1) %

— %

— %

(1) %

Total

8 %

2 %

(2) %

8 %

The following is a reconciliation of reported sales growth to organic sales growth for our operating segments for the three and twelve months ended September 30, 2026, compared to sales for the three and twelve months ended September 30, 2025:

Three Months Ended September 30, 2026

Reported Sales Growth

Effect of

Changes in

Currency

Effect of

Divestiture

Organic Sales Growth

Intelligent Devices

5 %

— %

— %

5 %

Software & Control

15 %

— %

— %

15 %

Lifecycle Services

(9) %

— %

(11) %

2 %

Other unallocated items ⁽¹⁾

(4) %

— %

— %

(4) %

Total

1 %

— %

(2) %

3 %

Twelve Months Ended September 30, 2026

Reported Sales Growth

Effect of

Changes in

Currency

Effect of

Divestiture

Organic Sales Growth

Intelligent Devices

11 %

1 %

— %

10 %

Software & Control

18 %

1 %

— %

17 %

Lifecycle Services

(6) %

2 %

(6) %

(2) %

Other unallocated items ⁽¹⁾

(1) %

— %

— %

(1) %

Total

8 %

2 %

(2) %

8 %

⁽¹⁾ Represents estimated refunds to customers under the customer tariff refund program.

ROCKWELL AUTOMATION, INC.

OTHER SUPPLEMENTAL INFORMATION

(in millions, except per share amounts and percentages)

Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate

Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate are non-GAAP earnings measures that exclude non-operating pension and postretirement benefit (credit) cost, amortization of acquisition-related intangible assets, impairment of intangible assets, net legacy asbestos and environmental charges, gain or loss on fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, gain on dissolution of Sensia, net of transaction costs, and charitable contributions, including their respective tax effects and discrete tax items. Non-operating pension and postretirement benefit cost is defined as all components of our net periodic pension and postretirement benefit cost except for service cost.

The Company adjusts its non-GAAP results to exclude Amortization of acquisition-related intangible assets as such amounts are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of Amortization of acquisition-related intangible assets supplements the GAAP information with a measure that can be used to assess the comparability of operating performance between periods and as compared to industry peers. Although the Company excludes Amortization of acquisition-related intangible assets from its non-GAAP expenses, management believes that it is important for investors to understand that such intangible assets were recorded as part of an acquisition and contribute to revenue generation.

In fiscal 2026, we updated the definition of our non-GAAP earnings measures to exclude both charitable contributions and the gain on the dissolution of the Sensia joint venture, net of transaction costs, and certain related tax impacts. We believe this change to our definition provides investors with a more useful presentation of our operating performance as these items and their related tax impacts are not reflective of our ongoing operations. We did not revise prior years because there were no similar amounts.

We believe that Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate provide useful information to our investors about our operating performance and allow management and investors to compare our operating performance period over period. Adjusted EPS is also used as a financial measure of performance for our annual incentive compensation. Our measures of Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate may be different from measures used by other companies. These non-GAAP measures should not be considered a substitute for Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate.

The following are the components of operating and non-operating pension and postretirement benefit cost (credit) (in millions):

Three Months Ended

September 30,

Twelve Months Ended

September 30,

2026

2025

2026

2025

Service cost

$

10

$

11

$

39

$

42

Operating pension and postretirement benefit cost

10

11

39

42

Interest cost

35

35

139

138

Expected return on plan assets

(43

)

(42

)

(170

)

(167

)

Amortization of net actuarial loss

5

7

18

29

Settlement charges

11

1

11

1

Non-operating pension and postretirement benefit cost (credit)

8

1

(2

)

1

Net periodic pension and postretirement benefit cost

$

18

$

12

$

37

$

43

The components of net periodic pension and postretirement benefit cost other than the service cost component are included in Other income (expense) in the Condensed Statement of Operations.

Amortization of acquisition-related intangible assets, impairment of intangible assets, non-operating pension and postretirement benefit (credit) cost, and restructuring charges are not allocated to our operating segments because these costs are excluded from our measurement of each segment’s operating performance for internal purposes. If we were to allocate these costs, we would attribute them to each of our segments as follows (in millions):

Three Months Ended

September 30,

Twelve Months Ended

September 30,

2026

2025

2026

2025

Non-operating pension and postretirement benefit cost (credit)

Intelligent Devices

$

2

$

(2

)

$

(2

)

$

(2

)

Software & Control

2

(1

)

(2

)

(1

)

Lifecycle Services

2

(1

)

(4

)

(2

)

Amortization of acquisition-related intangible assets ⁽¹⁾

Intelligent Devices

$

11

$

9

$

42

$

37

Software & Control

16

17

66

66

Lifecycle Services

2

9

12

38

Impairment of intangible assets

Intelligent Devices

$

—

$

—

$

—

$

—

Software & Control

—

—

—

—

Lifecycle Services

—

(224

)

—

(224

)

Restructuring charges

Intelligent Devices

$

9

$

(2

)

$

9

$

(2

)

Software & Control

8

(2

)

8

(2

)

Lifecycle Services

8

(1

)

8

(1

)

⁽¹⁾Amortization of acquisition-related intangible assets does not include amortization for intangibles internally developed, which is included in segment operating earnings. For the three and twelve months ended September 30, 2026, the amortization expense for internally developed intangible amortization was $3 million and $11 million, respectively. For the three and twelve months ended September 30, 2025, the amortization expense for internally developed intangible amortization was $3 million and $11 million, respectively.

The following are reconciliations of Net income attributable to Rockwell Automation, diluted EPS, and effective tax rate to Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate, respectively:

Three Months Ended

September 30,

Twelve Months Ended

September 30,

2026

2025

2026

2025

Net income attributable to Rockwell Automation

$

346

$

138

$

1,409

$

869

Non-operating pension and postretirement benefit (credit) cost

8

1

(2

)

1

Tax effect of non-operating pension and postretirement benefit (credit) cost

(2

)

—

—

(1

)

Amortization of acquisition-related intangible assets attributable to Rockwell Automation

29

32

119

130

Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation

(7

)

(7

)

(29

)

(29

)

Impairment of intangible assets attributable to Rockwell Automation

—

119

—

119

Tax effect of impairment of intangible assets attributable to Rockwell Automation

—

(9

)

—

(9

)

Net legacy asbestos and environmental charges

(5

)

141

(2

)

154

Tax effect of net legacy asbestos and environmental charges

1

(34

)

—

(37

)

Gain or loss on fair value of investments

—

—

7

3

Tax effect of gain or loss on fair value of investments

—

—

(2

)

(1

)

Restructuring charges

25

(5

)

25

(5

)

Tax effect of restructuring charges

(7

)

1

(7

)

1

Charitable contributions

50

—

50

—

Tax effect of charitable contributions

(12

)

—

(12

)

—

Gain on dissolution of Sensia, net of transaction costs, attributable to Rockwell Automation

6

—

(5

)

—

Tax and tax items associated with gain on dissolution of Sensia, net of transaction costs, attributable to Rockwell Automation

—

—

(44

)

—

Adjusted Income

$

432

$

377

$

1,507

$

1,195

Three Months Ended

September 30,

Twelve Months Ended

September 30,

2026

2025

2026

2025

Diluted EPS

$

3.11

$

1.23

$

12.54

$

7.67

Non-operating pension and postretirement benefit (credit) cost

0.07

0.01

(0.02

)

0.01

Tax effect of non-operating pension and postretirement benefit (credit) cost

(0.02

)

—

—

(0.01

)

Amortization of acquisition-related intangible assets attributable to Rockwell Automation

0.26

0.29

1.06

1.15

Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation

(0.06

)

(0.06

)

(0.26

)

(0.26

)

Impairment of intangible assets attributable to Rockwell Automation

—

1.05

—

1.05

Tax effect of impairment of intangible assets attributable to Rockwell Automation

—

(0.08

)

—

(0.08

)

Net legacy asbestos and environmental charges

(0.05

)

1.24

(0.02

)

1.36

Tax effect of net legacy asbestos and environmental charges

0.01

(0.30

)

—

(0.33

)

Gain or loss on fair value of investments

—

—

0.06

0.02

Tax effect of gain or loss on fair value of investments

—

—

(0.02

)

(0.01

)

Restructuring charges

0.23

(0.05

)

0.23

(0.05

)

Tax effect of restructuring charges

(0.06

)

0.01

(0.06

)

0.01

Charitable contributions

0.45

—

0.45

—

Tax effect of charitable contributions

(0.11

)

—

(0.11

)

—

Gain on dissolution of Sensia, net of transaction costs, attributable to Rockwell Automation

0.05

—

(0.04

)

—

Tax and tax items associated with gain on dissolution of Sensia, net of transaction costs, attributable to Rockwell Automation

—

—

(0.39

)

—

Adjusted EPS

$

3.88

$

3.34

$

13.42

$

10.53

Effective tax rate

20.1

%

52.4

%

16.5

%

18.3

%

Tax effect of non-operating pension and postretirement benefit (credit) cost

0.1

%

(0.8

)%

—

%

0.1

%

Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation

0.2

%

0.5

%

0.5

%

0.6

%

Tax effect of impairment of intangible assets attributable to Rockwell Automation

—

%

(40.3

)%

—

%

(3.1

)%

Tax effect of net legacy asbestos and environmental charges

—

%

3.4

%

—

%

1.1

%

Tax effect of gain or loss on fair value of investments

—

%

—

%

0.1

%

0.1

%

Tax effect of restructuring charges

0.4

%

2.6

%

0.2

%

—

%

Tax effect of charitable contributions

0.4

%

—

%

0.2

%

—

%

Tax and tax items associated with gain on dissolution of Sensia, net of transaction costs, attributable to Rockwell Automation

(0.3

)%

—

%

2.1

%

—

%

Adjusted Effective Tax Rate

20.9

%

17.8

%

19.6

%

17.1

%

Fiscal 2027 Guidance

Fiscal 2027

Guidance

Diluted EPS

$13.78 – $14.78

Non-operating pension and postretirement benefit credit, net of tax

(0.09)

Amortization of acquisition-related intangible assets attributable to Rockwell Automation, net of tax

0.81

Adjusted EPS

$14.50 – $15.50

Effective tax rate

~ 20%

Tax effect of non-operating pension and postretirement benefit cost

~ —%

Tax effect of amortization of acquisition-related intangible assets attributable to Rockwell Automation

~ —%

Adjusted effective tax rate

~ 20%

Note: Guidance as of November 5, 2026.

ROCKWELL AUTOMATION, INC.

OTHER SUPPLEMENTAL INFORMATION

(in millions, except percentages)

Free Cash Flow

Our definition of free cash flow, which is a non-GAAP financial measure, takes into consideration capital investments required to maintain the operations of our businesses and execute our strategy. In our opinion, free cash flow provides useful information to investors regarding our ability to generate cash from business operations that is available for acquisitions and other investments, service of debt principal, dividends, and share repurchases. We use free cash flow, as defined, as one measure to monitor and evaluate our performance, including as a financial measure for our annual incentive compensation. Our definition of free cash flow may be different from definitions used by other companies.

The following table summarizes free cash flow by quarter:

Quarter Ended

Dec. 31, 2024

Mar. 31, 2025

Jun. 30, 2025

Sep. 30, 2025 ⁽¹⁾

Dec. 31, 2025

Mar. 31, 2026

Jun. 30, 2026

Sep. 30, 2026 ⁽²⁾

Cash provided by operating activities

$

364

$

199

$

527

$

454

$

234

$

320

$

724

$

680

Capital expenditures

(71

)

(28

)

(38

)

(49

)

(64

)

(45

)

(70

)

(78

)

Free cash flow

$

293

$

171

$

489

$

405

$

170

$

275

$

654

$

602

⁽¹⁾Includes a $70 million voluntary contribution to the U.S. pension plan.

⁽²⁾ Includes $108 million of IEEPA tariff refunds and related interest income.

Free cash flow conversion (free cash flow as a percentage of Adjusted Income) is a non-GAAP financial measure, which reflects our ability to generate cash from the operations of our business while considering the capital investments required to maintain operations and execute our strategy as a ratio of our operating performance. We believe free cash flow conversion provides useful information to investors about our ability to convert operating performance into cash generation. Our measure of free cash flow conversion may be different from measures used by other companies.

The table below provides the calculation of free cash flow and free cash flow conversion for fiscal years 2026 and 2025:

Year Ended

Sep. 30, 2026

Sep. 30, 2025

Cash provided by operating activities

$

1,958

$

1,544

Capital expenditures

(257

)

(186

)

Free cash flow (a)

1,701

1,358

Adjusted Income (b)

1,507

1,195

Free cash flow conversion (a/b)

113

%

114

%

Return On Invested Capital and Adjusted Return On Invested Capital

Our press release contains information regarding Adjusted ROIC, which is a non-GAAP financial measure. We believe that Adjusted ROIC is useful to investors as a measure of performance and of the effectiveness of the use of capital in our operations. We use Adjusted ROIC as one measure to monitor and evaluate our performance. Our measure of Adjusted ROIC may be different from that used by other companies. We define Adjusted ROIC as the percentage resulting from the following calculation:

(a) net income, before interest expense, income tax provision, amortization of acquisition-related intangible assets, and goodwill and intangible asset impairment divided by;

(b) average invested capital for the year, calculated as a five quarter rolling average using the sum of short-term debt, long-term debt, shareowners’ equity, and accumulated amortization of goodwill and other intangible assets, minus cash and cash equivalents, short-term investments, and long-term investments (fixed income securities), multiplied by;

(c) one minus the effective tax rate for the period.

ROIC and Adjusted ROIC are calculated as follows (in millions, except percentages):

ROIC

Adjusted ROIC

Twelve Months Ended September 30,

2026

2025

2026

2025

(a) Return

Net income

$

1,407

$

749

$

1,407

$

749

Interest expense

134

156

134

156

Income tax provision

278

168

278

168

Amortization of acquisition-related intangible assets

—

—

120

141

Impairment of intangible assets

—

—

—

224

Return

$

1,819

$

1,073

$

1,939

$

1,438

(b) Average invested capital

Short-term debt

$

791

$

940

$

791

$

940

Long-term debt

2,580

2,585

2,580

2,585

Shareowners’ equity

3,627

3,601

3,627

3,601

Accumulated amortization of goodwill and intangibles

—

—

1,405

1,370

Cash and cash equivalents

(467

)

(471

)

(467

)

(471

)

Short-term and long-term investments

—

(2

)

—

(2

)

Average invested capital

$

6,531

$

6,653

$

7,936

$

8,023

(c) Effective tax rate

Income tax provision

$

278

$

168

$

278

$

168

Income before income taxes

1,685

917

1,685

917

Effective tax rate

16.5

%

18.3

%

16.5

%

18.3

%

(a) / (b) * (1-c) Return On Invested Capital

23.3

%

13.2

%

20.4

%

14.6

%

Adjusted EBITDA

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. We believe that Adjusted EBITDA and Adjusted EBITDA margin provide investors with additional insight into our financial results and operating trends by excluding non-operational, non-recurring, and non-cash items. We use Adjusted EBITDA and Adjusted EBITDA margin as measures to monitor and evaluate our performance. We define Adjusted EBITDA as net income before interest expense, net, income tax provision, depreciation, amortization, impairment of intangible assets, non-operating pension and postretirement benefit credit, net legacy asbestos and environmental charges, gain or loss on fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, gain on dissolution of Sensia, net of transaction costs, charitable contribution, and Adjusted EBITDA attributable to non-controlling interests. Our measures of Adjusted EBITDA and Adjusted EBITDA margin may be different from those used by other companies, and Adjusted EBITDA and Adjusted EBITDA margin are not substitutes for net income, net profit margin, or any other measure calculated in accordance with GAAP.

The following is a reconciliation of Net income to Adjusted EBITDA and net profit margin to Adjusted EBITDA margin (in millions, except percentages):

Three Months Ended

Twelve Months Ended

September 30,

September 30,

2026

2025

2026

2025

Net income (a)

$

346

$

30

$

1,407

$

749

Interest expense, net

26

34

118

143

Income tax provision

87

33

278

168

Depreciation

45

47

183

173

Amortization

32

38

131

152

Non-operating pension and postretirement benefit (credit) cost

8

1

(2

)

1

Impairment of intangible assets

—

224

—

224

Net legacy asbestos and environmental charges

(5

)

141

(2

)

154

Gain or loss on fair value of investments

—

—

7

3

Restructuring charges

25

(5

)

25

(5

)

Charitable contributions

50

—

50

—

Gain on dissolution of Sensia, net of transaction costs

6

—

(4

)

—

Adjusted EBITDA attributable to noncontrolling interests

—

(5

)

(9

)

(9

)

Adjusted EBITDA (b)

$

620

$

538

$

2,182

$

1,753

Sales (c)

$

2,332

$

2,316

$

8,989

$

8,342

Net profit margin (a/c)

14.8

%

1.3

%

15.7

%

9.0

%

Adjusted EBITDA margin (b/c)

26.6

%

23.2

%

24.3

%

21.0

%

View source version on businesswire.com: https://www.businesswire.com/news/home/20261105791943/en/

Ed Moreland

Media Relations

Rockwell Automation

571.296.0391

Aijana Zellner

Investor Relations

Rockwell Automation

440.289.8439

KEYWORDS: Wisconsin Illinois United States North America

INDUSTRY KEYWORDS: Electronic Design Automation Engineering Semiconductor Technology Manufacturing Software Hardware

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Posted on November 5, 2026 7:43 am
Pyxis Oncology Reports Third Quarter 2026 Financial Results and Highlights Progress Toward Pivotal Development of Micvotabart Pelidotin (MICVO)

Updated Phase 1 monotherapy results in second-line and beyond recurrent/metastatic head and neck squamous cell carcinoma (2L+ R/M HNSCC) showed compelling efficacy data with a manageable safety profile

FDA feedback on dose selection from the End-of-Phase 2 meeting expected in the first quarter of 2027; global Phase 3 Headliner
^SM
trial initiation planned for mid-2027

Updated overall survival data from the MICVO Phase 1 monotherapy study expected in the first half of 2027

MICVO Phase 1 monotherapy data in previously treated R/M HNSCC to be presented in a late-breaking oral presentation and preclinical findings to be presented in two posters at the 38th EORTC-NCI-AACR Symposium

December 2026 corporate update to outline MICVO’s development strategy in R/M HNSCC, including updated data from the first-line pembrolizumab combination study

Quarter-end cash and net upfront proceeds from October public offering expected to fund operations into the first half of 2028

BOSTON, Nov. 05, 2026 (GLOBE NEWSWIRE) — Pyxis Oncology, Inc. (Nasdaq: PYXS), a clinical-stage company developing next-generation therapeutics for difficult-to-treat cancers, today reported financial results for the quarter ended September 30, 2026, and highlighted continued progress in the development of micvotabart pelidotin (MICVO).

“The September monotherapy data reinforce our confidence in MICVO’s potential to serve a significant population of patients with previously treated recurrent/metastatic head and neck cancer,” said Tom Civik, Chief Executive Officer and Chairman of Pyxis Oncology. “We have aligned with feedback received from the U.S. Food and Drug Administration (FDA) and the European Medicines Agency (EMA) on the design of the global Phase 3 Headliner^SM trial and plan to initiate it in mid-2027, with FDA feedback on dose selection expected in the first quarter of 2027. We look forward to presenting MICVO monotherapy data, along with two preclinical posters, at the EORTC-NCI-AACR Symposium in November, and providing a comprehensive update on our head and neck cancer strategy in December, including updated efficacy and safety data from MICVO in combination with pembrolizumab in the first-line setting. Our strengthened balance sheet positions us to execute on these priorities, continue evaluating MICVO’s broader potential and advance toward becoming a pre-commercial organization.”

Pipeline Updates

Pyxis Oncology has aligned with feedback from the FDA and the EMA on the design of the global pivotal Phase 3 Headliner^SM trial, which the Company plans to initiate in mid-2027. The randomized, open-label, two-arm trial will evaluate MICVO monotherapy in patients with second-line and beyond recurrent/metastatic head and neck squamous cell carcinoma (2L+ R/M HNSCC) who have progressed following treatment with both platinum-based chemotherapy and an anti-PD-1 therapy. Approximately 500 patients are expected to be randomized 1:1 to receive MICVO or investigator’s choice of cetuximab, docetaxel or methotrexate. The co-primary endpoints are overall response rate and overall survival.

Pyxis Oncology expects to provide an update in the first quarter of 2027 on FDA feedback regarding dose selection following its End-of-Phase 2 meeting.

Updated overall survival data from the ongoing MICVO monotherapy study are expected in the first half of 2027.

Additional data from the Phase 1/2 combination study of MICVO and Merck’s anti-PD-1 therapy KEYTRUDA^® (pembrolizumab) in first-line (1L) R/M HNSCC, including initial durability data to inform selection of the recommended Phase 3 dose, are expected in the second half of 2027.

Reported Updated Phase 1 Monotherapy Data in 2L+ R/M HNSCC

On September 9, 2026, Pyxis Oncology announced updated data from its ongoing global Phase 1 monotherapy study of MICVO in 2L+ R/M HNSCC, as of a data cutoff of August 18, 2026.

In the efficacy-evaluable population receiving MICVO at 5.4 mg/kg intravenously once every three weeks (IV Q3W) at or below a dose cap (N=33):

Confirmed objective response rate was 36% (12/33), and disease control rate was 94% (31/33).

Responses were rapid and deep, with 75% of responders responding by the first scan at six weeks and 83% of responders achieving greater than 50% tumor reduction.

Median progression-free survival was 6.2 months (95% CI: 4.8–8.8), and the 12-month overall survival probability was 79% (95% CI: 58.1, 90.3). Median overall survival had not yet been reached.

Clinical activity was observed across HPV status and prior-treatment subgroups.

In the safety-evaluable population (N=35), no new safety signals were observed. Dose capping reduced the frequency and severity of adverse events in high body weight patients.

Planned December 2026 Corporate Update

Pyxis Oncology plans to provide a corporate update in December 2026, including:

A comprehensive development strategy for MICVO in R/M HNSCC, including how emerging combination data inform potential opportunities across treatment settings.

Updated efficacy and safety data from the ongoing Phase 1/2 combination dose-escalation study evaluating MICVO with KEYTRUDA^® (pembrolizumab) across multiple doses in 1L R/M HNSCC.

The update is expected to include data from a total of at least 20 patients with 1L R/M HNSCC treated with MICVO at the 3.6 mg/kg and 4.4 mg/kg dose levels in combination with a fixed dose of 200 mg of pembrolizumab. Durability data are expected in the second half of 2027.

Corporate Updates

In September 2026, Pyxis Oncology appointed Tom Civik Chief Executive Officer and Chairman of the Board. Mr. Civik had served as Interim Chief Executive Officer since February 2026 and has been a member of the Board since 2021. John Flavin, co-founder and founding Chairman of Pyxis Oncology, transitioned to Lead Independent Director and continues to serve on the Board.

On October 1, 2026, Pyxis Oncology closed a registered public offering that generated approximately $110.0 million in upfront gross proceeds, before deducting underwriting discounts and commissions and other offering expenses. The offering also included milestone-linked warrants that, if exercised in full for cash, would provide approximately $172.6 million in additional gross proceeds, for a total of up to approximately $282.6 million. The Company believes its cash, cash equivalents, restricted cash and short-term investments as of September 30, 2026, together with the net upfront proceeds from the offering, will be sufficient to fund operations into the first half of 2028. Additional details about the offering and accompanying warrants are available in the Company’s October 2, 2026 announcement.

At the 38th EORTC-NCI-AACR Symposium on Molecular Targets and Cancer Therapeutics, taking place November 18–20, 2026, in Barcelona, Spain, Phase 1 clinical data for MICVO monotherapy in previously treated R/M HNSCC will be presented by Faye M. Johnson, M.D., Ph.D., of The University of Texas MD Anderson Cancer Center, in a late-breaking oral presentation on November 19. Pyxis Oncology will also present preclinical findings in two poster presentations on November 18, further characterizing MICVO’s extracellular mechanism of action and evaluating MICVO in combination with EGFR-targeted therapy. These findings inform the Company’s broader development strategy for MICVO.

Tom Civik, Chief Executive Officer and Chairman of the Board, will participate in fireside chats at two upcoming investor conferences. Live webcasts and replays of the fireside chats will be available on the Events & Presentations page in the Investor Relations section of Pyxis Oncology’s website, ir.pyxisoncology.com.

Guggenheim 3rd Annual Healthcare Innovation Conference: Monday, November 9, 2026, at 9:00 a.m. ET in Boston, MA.

Stifel 2026 Healthcare Conference: Tuesday, November 10, 2026, at 4:40 p.m. ET in New York, NY.

Third Quarter 2026 Financial Results

As of September 30, 2026, Pyxis Oncology had cash and cash equivalents, including restricted cash, and short-term investments, of $57.0 million. After considering net proceeds from the registered public offering, the company believes our cash, cash equivalents, restricted cash and marketable debt securities will be sufficient to fund our operations into the first half of 2028.

Research and development expenses were $16.6 million for the quarter ended September 30, 2026, compared to $17.8 million for the quarter ended September 30, 2025. The decrease was primarily due to a reduction of $3.6 million in manufacturing costs, partially offset by a $3.0 million increase in clinical trial expenses related to monotherapy and combination therapy of MICVO.

General and administrative expenses were $4.0 million for the quarter ended September 30, 2026, compared to $5.7 million for the quarter ended September 30, 2025. The decrease was primarily attributable to a $1.4 million decrease in stock-based compensation expense.

Net loss was $20.0 million, or ($0.24) per common share, for the quarter ended September 30, 2026, compared to $22.0 million, or ($0.35) per common share, for the quarter ended September 30, 2025. The $2.0 million year-over-year decrease in net loss primarily reflected a $1.7 million reduction in non-cash stock-based compensation expense.

As of November 4, 2026, the outstanding number of shares of Common Stock of Pyxis Oncology was 119,607,855.

About Micvotabart Pelidotin (MICVO)

Micvotabart pelidotin (MICVO, formerly PYX-201) is an investigational antibody-drug conjugate (ADC) that uniquely targets extradomain-B of fibronectin (EDB+FN), a non-cellular structural component of the tumor extracellular matrix. MICVO is designed to generate a multi-pronged attack on difficult-to-treat cancers by directly killing cancer cells, reducing extracellular matrix density, inhibiting tumor angiogenesis and mobilizing an anti-tumor immune response.

MICVO received Fast Track Designation from the U.S. Food and Drug Administration for the treatment of adult patients with R/M HNSCC whose disease has progressed following treatment with platinum-based chemotherapy and an anti-PD-(L)1 therapy.

About Pyxis Oncology

Pyxis Oncology, Inc. is a clinical-stage biopharmaceutical company developing therapeutics for difficult-to-treat cancers. The Company’s lead candidate, micvotabart pelidotin (MICVO), is a first-in-concept antibody-drug conjugate (ADC) that targets extradomain-B of fibronectin (EDB+FN), a non-cellular structural component of the tumor extracellular matrix (ECM). EDB+FN is selectively overexpressed in the tumor microenvironment of a wide range of solid tumors and largely absent from normal adult tissues. MICVO is designed to treat solid tumors through a three-pronged mechanism of action: direct cancer cell killing, bystander effect and immunogenic cell death. MICVO is currently being evaluated as monotherapy in a Phase 1 clinical study in patients with recurrent/metastatic head and neck squamous cell carcinoma (R/M HNSCC) and in combination with Merck’s anti-PD-1 therapy, KEYTRUDA^® (pembrolizumab) in a Phase 1/2 clinical study in patients with R/M HNSCC and other solid tumors. Pyxis Oncology is focused on advancing MICVO, with the goal of improving outcomes for patients living with R/M HNSCC and contributing to meaningful progress in cancer treatment.

To learn more, visit www.pyxisoncology.com or follow us on LinkedIn.

KEYTRUDA^® is a registered trademark of Merck Sharp & Dohme LLC, a subsidiary of Merck & Co., Inc., Rahway, NJ, USA.

Forward-Looking Statements

This press release contains forward-looking statements for the purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These statements are often identified by the use of words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “to be,” “will,” “would,” or the negative or plural of these words, or similar expressions or variations, although not all forward-looking statements contain these words. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur and actual results could differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled “Risk Factors” set forth in Part II, Item 1A. of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC) on November 5, 2026, and our other filings, each of which is on file with the SEC. These risks are not exhaustive. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date hereof, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Pyxis Oncology Contact

[email protected]

PYXIS ONCOLOGY, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

(Unaudited)

Three Months Ended
September 30, Nine Months Ended
September 30,

2026 2025 2026 2025

Milestone revenue $ — $ — $ — $ 2,820

Operating expenses:

Research and development 16,556 17,808 52,596 51,985

General and administrative 3,967 5,653 18,277 16,960

Total operating expenses 20,523 23,461 70,873 68,945

Loss from operations (20,523 ) (23,461 ) (70,873 ) (66,125 )

Other income, net:

Interest and investment income, net 539 774 1,251 3,010

Sublease income — 684 1,020 1,883

Total other income, net 539 1,458 2,271 4,893

Loss before income taxes (19,984 ) (22,003 ) (68,602 ) (61,232 )

Income tax expense — — — 283

Net loss $ (19,984 ) $ (22,003 ) $ (68,602 ) $ (61,515 )

Net loss per common share – basic and diluted $ (0.24 ) $ (0.35 ) $ (0.98 ) $ (0.99 )

Weighted average shares of common stock outstanding – basic and diluted 83,508,174 62,557,386 70,149,530 61,847,245

PYXIS ONCOLOGY, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

September 30,
2026 December 31,
2025

Assets

Current assets:

Cash and cash equivalents $ 3,856 $ 15,422

Marketable debt securities 51,716 51,435

Restricted cash 1,472 1,472

Prepaid expenses and other current assets 2,083 3,776

Total current assets 59,127 72,105

Property and equipment, net 6,939 7,997

Operating lease right-of-use asset 10,704 11,418

Total assets $ 76,770 $ 91,520

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable $ 8,124 $ 10,885

Accrued expenses and other current liabilities 9,926 8,554

Operating lease liabilities, current portion 1,892 1,692

Total current liabilities 19,942 21,131

Operating lease liabilities, net of current portion 15,508 16,958

Financing lease liabilities, net of current portion — 23

Total liabilities 35,450 38,112

Commitments and contingencies

Stockholders’ equity:

Preferred stock — —

Common stock 83 63

Additional paid-in capital 553,072 496,469

Accumulated other comprehensive (loss) income (56 ) 53

Accumulated deficit (511,779 ) (443,177 )

Total stockholders’ equity 41,320 53,408

Total liabilities and stockholders’ equity $ 76,770 $ 91,520

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