Opus Genetics to Present at the Guggenheim Annual Healthcare Innovation Conference

RESEARCH TRIANGLE PARK, N.C., Nov. 03, 2026 (GLOBE NEWSWIRE) — Opus Genetics, Inc. (Nasdaq: IRD) (“Opus Genetics” or the “Company”), a clinical-stage biopharmaceutical company developing gene therapies to restore vision and prevent blindness in patients with inherited retinal diseases (IRDs), announced today that management will participate in a Fireside Chat at the Guggenheim Annual Healthcare Innovation Conference on Tuesday, November 10, 2026 at 11:00 a.m. ET.

A link to the live and archived webcast may be accessed on Opus Genetics’ website under the Investors section: Events.

About Opus Genetics

Opus Genetics is a clinical-stage biopharmaceutical company developing gene therapies to restore vision and prevent blindness in patients with inherited retinal diseases (IRDs). The Company is developing one-time treatments designed to address the underlying genetic causes of severe retinal disorders. The Company’s pipeline includes seven AAV-based programs, led by OPGx-LCA5 for LCA5-related mutations and OPGx-BEST1 for BEST1-related retinal degeneration, with OPGx-RDH12 cleared to enter the clinic, and additional candidates targeting, MERTK, RHO, CNGB1 and NMNAT1. The Company is based in Research Triangle Park, N.C. For more information, visit www.opusgtx.com.

Contacts:

Investors

Jenny Kobin
Remy Bernarda
IR Advisory Solutions
[email protected]

Media

Kimberly Ha
KKH Advisors
917-291-5744
[email protected]

Source: Opus Genetics, Inc.



AdaptHealth Corp. Announces Third Quarter 2026 Results

AdaptHealth Corp. Announces Third Quarter 2026 Results

CONSHOHOCKEN, Pa.–(BUSINESS WIRE)–AdaptHealth Corp. (NASDAQ: AHCO) (“AdaptHealth” or the “Company”), a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment, medical supplies, and related services, announced today financial results for the third quarter ended September 30, 2026.

Third Quarter Business Highlights

  • Made solid progress in the second full quarter of the Company’s exclusive capitated agreement with a large national integrated delivery network, with utilization lower than peak levels and reduced labor costs driving a sequential improvement in contract profitability.

  • Cleared the Hart-Scott-Rodino waiting period for the pending sale of the Company’s Diabetes Health business for $235.0 million in cash, with the transaction on track to close in early 2027, subject to certain regulatory approvals and other customary closing conditions.

  • Signed preferred-provider agreements with four health systems, and broadened its capitated portfolio through two smaller agreements with regional health plans, one new and one expanded.

  • Grew registered myAPP users to more than 615,000, up approximately 88% from year-end 2025, and completed more than 12,600 patient scans with its AI-powered mask-fitting tool.

Third Quarter Results

All comparisons are to the quarter ended September 30, 2025 unless otherwise stated. The amounts presented below reflect the Company’s continuing operations, except for cash flow from operations and free cash flow, which include the cash flows from continuing operations and discontinued operations, see below for further discussion.

  • Net revenue was $745.6 million compared to $672.4 million, an increase of 10.9%.

  • Organic revenue growth of 12.8%, with growth across each of the Company’s reportable segments.

  • Net loss attributable to AdaptHealth Corp. was $168.2 million compared to net income of $10.2 million, largely resulting from a $184.8 million pre-tax write down of goodwill.

  • Adjusted EBITDA was $141.9 million compared to $146.1 million, a decrease of 2.9%.

  • Cash flow from operations was $395.6 million year-to-date 2026, a decrease from $418.6 million during the comparable period in 2025, and free cash flow was $2.6 million year-to-date 2026, compared to $140.1 million during the comparable period in 2025.

Management Commentary

“In the third quarter, we delivered strong organic revenue growth and exceeded our guidance for revenue, Adjusted EBITDA and free cash flow,” said Suzanne Foster, Chief Executive Officer. “Our capitated partnership made a positive contribution to enterprise Adjusted EBITDA, driven by a tighter labor model and lower costs to serve. We also continue to move toward closing the sale of our Diabetes Health business, bringing us closer to a more focused portfolio built around Sleep Health, Respiratory Health and Wellness-at-Home. The business is stabilizing as we work through a period of transformation, and we look forward to carrying that momentum into 2027.”

Financial Outlook

The Company is revising its financial guidance for fiscal year 2026 on a continuing operations basis, which excludes the Diabetes Health business, except for free cash flow, which includes the cash flows from continuing operations and discontinued operations, as follows:

  • Net revenue of $2.88 billion to $2.90 billion, from $2.85 billion to $2.89 billion

  • Adjusted EBITDA of $510 million to $525 million, from $490 million to $520 million

  • Free cash flow of $50 million to $75 million, from $80 million to $120 million

Conference Call

Management will host a teleconference today, Tuesday, November 3, 2026, at 8:30 am ET to discuss the results and business activities with analysts and investors.

Interested parties may participate in the call by dialing:

  • 800-274-8461 (Domestic) or

  • 203-518-9814 (International)

When prompted, reference Conference ID:AHCO3Q26

Webcast registration: Click Here

Following the live call, a replay will be available for six months on the Company’s website, www.adapthealth.com, under “Investor Relations.”

About AdaptHealth Corp.

AdaptHealth is a national leader in providing patient-centered, healthcare-at-home solutions including home medical equipment, medical supplies, and related services. The Company operates under three reportable segments that align with its product categories: (i) Sleep Health, (ii) Respiratory Health, and (iii) Wellness at Home. The Sleep Health segment provides sleep therapy equipment, supplies and related services (including CPAP and BiLevel services) to individuals for the treatment of obstructive sleep apnea. The Respiratory Health segment provides oxygen and home mechanical ventilation equipment and supplies and related chronic therapy services to individuals for the treatment of respiratory diseases, such as chronic obstructive pulmonary disease and chronic respiratory failure. The Wellness at Home segment provides home medical equipment and services to patients in their homes including those who have been discharged from acute care and other facilities. The segment tailors a service model to patients who are adjusting to new lifestyles or navigating complex disease states by providing essential medical supplies and durable medical equipment.

In July 2026, AdaptHealth entered into a definitive agreement to sell the Diabetes Health business for $235.0 million in cash, subject to customary purchase price adjustments. As a result of this transaction, the Diabetes Health business met the criteria to be reported as discontinued operations. Therefore, AdaptHealth has reported the results of the Diabetes Health business, including the results of operations, and related assets and liabilities, as discontinued operations for all periods presented herein.

The Company is proud to partner with an extensive and highly diversified network of referral sources, including acute care hospitals, sleep labs, pulmonologists, skilled nursing facilities, and clinics. AdaptHealth services beneficiaries of Medicare, Medicaid, and commercial insurance payors, reaching approximately 4.8 million patients annually in all 50 states through its network of approximately 660 locations in 48 states.

Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations and the Company’s acquisition pipeline. These statements are based on various assumptions and on the current expectations of AdaptHealth management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company.

These forward-looking statements are subject to a number of risks and uncertainties, including the outcome of judicial and administrative proceedings to which the Company may become a party or governmental investigations to which the Company may become subject that could interrupt or limit the Company’s operations, result in adverse judgments, settlements or fines and create negative publicity; changes in the Company’s customers’ preferences, prospects and the competitive conditions prevailing in the healthcare sector. A further description of such risks and uncertainties can be found in the Company’s filings with the Securities and Exchange Commission. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently knows or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Use of Non-GAAP Financial Information and Financial Guidance

The Company uses EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, free cash flow and organic revenue, which are financial measures that are not in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, to analyze its financial results and believes that they are useful to investors, as a supplement to U.S. GAAP measures. In addition, the Company’s ability to incur additional indebtedness and make investments under its existing credit agreement is governed, in part, by its ability to satisfy tests based on a variation of Adjusted EBITDA.

The Company believes Adjusted EBITDA and Adjusted EBITDA Margin are useful to investors in evaluating the Company’s financial performance. The Company uses Adjusted EBITDA as the profitability measure in its incentive compensation plans that have a profitability component and to evaluate acquisition opportunities, where it is most often used for purposes of contingent consideration arrangements.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity.

The Company uses free cash flow, which is a financial measure that is not in accordance with U.S. GAAP, in its operational and financial decision-making and believes free cash flow is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate the Company’s competitors and to measure the ability of companies to service their debt. The Company’s presentation of free cash flow should not be construed as a measure of liquidity or discretionary cash available to the Company to fund its cash needs, including investing in the growth of its business and meeting its obligations.

Free cash flow should not be considered as a measure of financial performance under U.S. GAAP. Accordingly, this key business metric has limitations as an analytical tool. It should not be considered as an alternative to any performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity.

The Company uses organic revenue, which is a financial measure that is not in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, to analyze its financial results and believes that it is useful to investors, as a supplement to U.S. GAAP measures. The change in net revenue from organic revenue is reported as organic revenue as a percentage of prior period total reported net revenue. Management believes organic revenue is meaningful to investors as it provides appropriate visibility into how the Company changes organically—that is, within its existing operations using its own resources.

Organic revenue is defined as all changes in reported net revenues from the comparable period presented, excluding: (1) increases in net revenue in the current period from acquisitions attributable to businesses and/or assets the Company has owned for less than one year based on the month of acquisition. This excludes the acquisition of assets from previous providers to facilitate the transition of patients related to newly awarded at-risk capitated contracts, since the revenue related to these agreements is earned organically; and (2) decreases in net revenue from dispositions existing in the prior period from divested product lines, services, and/or businesses for which there is no revenue recognized in the current period.

This release contains non-GAAP financial guidance. There is no reliable or reasonably estimable comparable GAAP measure for the Company’s non-GAAP financial guidance because the Company is not able to reliably predict the impact of certain items that typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of future operating results. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods. As a result, reconciliation of the non-GAAP financial guidance to the most directly comparable GAAP measure is not available without unreasonable effort. In addition, the Company believes such a reconciliation would imply a degree of precision and certainty that could be confusing to investors. The variability of the specified items may have a significant and unpredictable impact on the Company’s future GAAP results.

In addition, the Company’s financial guidance in this release excludes the impact of any potential additional future strategic acquisitions and any items that have not yet been identified and quantified. The financial guidance is subject to risks and uncertainties applicable to all forward-looking statements as described elsewhere in this press release.

Condensed Consolidated Balance Sheets (Unaudited)

 

(in thousands)

 

September 30, 2026

 

December 31, 2025

Assets

 

 

 

 

Current assets:

 

 

 

 

Cash

 

$

80,687

 

$

106,136

Accounts receivable

 

 

395,866

 

 

370,897

Inventory

 

 

111,897

 

 

114,893

Prepaid and other current assets

 

 

73,508

 

 

100,619

Current assets held for sale – discontinued operations

 

 

177,131

 

 

36,354

Total current assets

 

 

839,089

 

 

728,899

Equipment and other fixed assets, net

 

 

646,895

 

 

503,193

Operating lease right-of-use assets

 

 

121,244

 

 

111,968

Finance lease right-of-use assets

 

 

39,366

 

 

52,300

Goodwill

 

 

2,158,313

 

 

2,457,627

Identifiable intangible assets, net

 

 

29,902

 

 

35,774

Deferred income taxes, net

 

 

302,997

 

 

267,786

Other assets

 

 

62,903

 

 

19,119

Noncurrent assets held for sale – discontinued operations

 

 

—

 

 

139,911

Total Assets

 

$

4,200,709

 

$

4,316,577

Liabilities and Stockholders’ Equity

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable and accrued expenses

 

$

600,674

 

$

553,700

Current portion of long-term debt

 

 

16,250

 

 

20,313

Current portion of operating lease obligations

 

 

36,543

 

 

30,728

Current portion of finance lease obligations

 

 

18,281

 

 

17,702

Contract liabilities

 

 

67,182

 

 

59,339

Other liabilities

 

 

5,305

 

 

30,106

Liabilities held for sale – discontinued operations

 

 

580

 

 

504

Total current liabilities

 

 

744,815

 

 

712,392

Long-term debt, less current portion

 

 

1,867,607

 

 

1,715,983

Operating lease obligations, less current portion

 

 

90,173

 

 

85,470

Finance lease obligations, less current portion

 

 

21,076

 

 

32,604

Other long-term liabilities

 

 

243,805

 

 

243,804

Total Liabilities

 

 

2,967,476

 

 

2,790,253

Total Stockholders’ Equity

 

 

1,233,233

 

 

1,526,324

Total Liabilities and Stockholders’ Equity

 

$

4,200,709

 

$

4,316,577

 

 

 

 

 

Consolidated Statements of Operations (Unaudited)

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

(in thousands, except per share data)

2026

 

2025

 

2026

 

2025

Net revenue

$

745,648

 

 

$

672,367

 

$

2,165,828

 

 

$

1,974,014

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of net revenue

 

630,841

 

 

 

533,849

 

 

1,851,183

 

 

 

1,594,130

 

General and administrative expenses

 

88,661

 

 

 

88,143

 

 

278,638

 

 

 

268,301

 

Depreciation and amortization, excluding patient equipment depreciation

 

9,316

 

 

 

7,002

 

 

24,433

 

 

 

21,330

 

Goodwill impairment

 

184,751

 

 

 

—

 

 

328,987

 

 

 

—

 

Total costs and expenses

 

913,569

 

 

 

628,994

 

 

2,483,241

 

 

 

1,883,761

 

Gain on sale of businesses

 

—

 

 

 

—

 

 

(6,269

)

 

 

(32,225

)

Gain on deconsolidation of subsidiary

 

(12,002

)

 

 

—

 

 

(12,002

)

 

 

—

 

Operating (loss) income

 

(155,919

)

 

 

43,373

 

 

(299,142

)

 

 

122,478

 

Interest expense, net

 

28,600

 

 

 

25,380

 

 

80,403

 

 

 

81,312

 

Loss on extinguishment of debt

 

—

 

 

 

—

 

 

1,322

 

 

 

—

 

(Loss) income from continuing operations before income taxes

 

(184,519

)

 

 

17,993

 

 

(380,867

)

 

 

41,166

 

Income tax (benefit) expense

 

(17,494

)

 

 

6,519

 

 

(45,886

)

 

 

36,813

 

Net (loss) income from continuing operations

 

(167,025

)

 

 

11,474

 

 

(334,981

)

 

 

4,353

 

Net income from discontinued operations, net of tax

 

14,259

 

 

 

14,276

 

 

34,623

 

 

 

31,146

 

Net (loss) income

 

(152,766

)

 

 

25,750

 

 

(300,358

)

 

 

35,499

 

Income attributable to noncontrolling interest

 

1,221

 

 

 

1,241

 

 

3,598

 

 

 

3,523

 

Net (loss) income attributable to AdaptHealth Corp.

$

(153,987

)

 

$

24,509

 

$

(303,956

)

 

$

31,976

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding – basic

 

136,396

 

 

 

135,345

 

 

136,101

 

 

 

135,048

 

Weighted average common shares outstanding – diluted

 

136,396

 

 

 

137,211

 

 

136,101

 

 

 

137,102

 

 

 

 

 

 

 

 

 

Basic net (loss) income per share:

 

 

 

 

 

 

 

Continuing operations

$

(1.23

)

 

$

0.07

 

$

(2.49

)

 

$

0.01

 

Discontinued operations

 

0.10

 

 

 

0.10

 

 

0.25

 

 

 

0.21

 

Basic net (loss) income per share

$

(1.13

)

 

$

0.17

 

$

(2.24

)

 

$

0.22

 

 

 

 

 

 

 

 

 

Diluted net (loss) income per share:

 

 

 

 

 

 

 

Continuing operations

$

(1.23

)

 

$

0.07

 

$

(2.49

)

 

$

0.01

 

Discontinued operations

 

0.10

 

 

 

0.10

 

 

0.25

 

 

 

0.21

 

Diluted net (loss) income per share

$

(1.13

)

 

$

0.17

 

$

(2.24

)

 

$

0.22

 

 

Consolidated Statements of Cash Flows (Unaudited)

 

 

Nine Months Ended

September 30,

(in thousands)

 

2026

 

2025

Cash flows from operating activities:

 

 

 

 

Net (loss) income

 

$

(300,358

)

 

$

35,499

 

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

 

 

 

 

Depreciation and amortization, including patient equipment depreciation

 

 

343,665

 

 

 

284,421

 

Goodwill impairment

 

 

328,987

 

 

 

—

 

Equity-based compensation

 

 

13,254

 

 

 

16,738

 

Reduction in the carrying amount of operating lease right-of-use assets

 

 

32,050

 

 

 

22,946

 

Reduction in the carrying amount of finance lease right-of-use assets

 

 

14,909

 

 

 

10,942

 

Deferred income tax (benefit) expense

 

 

(33,424

)

 

 

47,167

 

Loss on extinguishment of debt

 

 

1,322

 

 

 

—

 

Amortization of deferred financing costs

 

 

5,369

 

 

 

4,437

 

Gain on deconsolidation of subsidiary

 

 

(12,002

)

 

 

—

 

Gain on sale of businesses

 

 

(6,269

)

 

 

(32,225

)

Other

 

 

1,472

 

 

 

3,000

 

Changes in operating assets and liabilities, net of effects from acquisitions:

 

 

 

 

Accounts receivable

 

 

(24,969

)

 

 

22,142

 

Inventory

 

 

(4,948

)

 

 

(9,749

)

Prepaid and other assets

 

 

26,743

 

 

 

(75,059

)

Operating lease obligations

 

 

(30,809

)

 

 

(23,474

)

Operating liabilities

 

 

40,621

 

 

 

111,802

 

Net cash provided by operating activities

 

 

395,613

 

 

 

418,587

 

Cash flows from investing activities:

 

 

 

 

Purchases of equipment and other fixed assets

 

 

(392,981

)

 

 

(278,492

)

Payments for business acquisitions, net of cash acquired

 

 

(127,422

)

 

 

(18,561

)

Proceeds from the sale of businesses, net of cash disposed

 

 

6,269

 

 

 

117,175

 

Proceeds from the sale of assets

 

 

1,439

 

 

 

—

 

Investment in joint venture

 

 

(2,000

)

 

 

—

 

Receipt of contingent consideration from the sale of assets

 

 

—

 

 

 

1,156

 

Net cash used in investing activities

 

 

(514,695

)

 

 

(178,722

)

Cash flows from financing activities:

 

 

 

 

Proceeds from borrowings on long-term debt and lines of credit

 

 

900,000

 

 

 

—

 

Repayments on long-term debt and lines of credit

 

 

(755,031

)

 

 

(225,000

)

Repayments of finance lease obligations

 

 

(12,925

)

 

 

(12,179

)

Proceeds received in connection with employee stock purchase plan

 

 

1,338

 

 

 

1,210

 

Payments relating to the Tax Receivable Agreement

 

 

(26,846

)

 

 

(25,045

)

Payments of debt financing costs

 

 

(5,444

)

 

 

—

 

Distributions to noncontrolling interests

 

 

(3,821

)

 

 

(5,426

)

Payments for tax withholdings from vesting of restricted stock units and stock option exercises

 

 

(3,427

)

 

 

(2,604

)

Payments of deferred purchase price from acquisitions

 

 

(211

)

 

 

(211

)

Net cash provided by (used in) financing activities

 

 

93,633

 

 

 

(269,255

)

Net decrease in cash

 

 

(25,449

)

 

 

(29,390

)

Cash at beginning of period

 

 

106,136

 

 

 

109,747

 

Cash at end of period

 

$

80,687

 

 

$

80,357

 

 

Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

This press release presents AdaptHealth’s EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025.

AdaptHealth defines EBITDA as net income (loss) from continuing operations, plus interest expense, net, income tax expense (benefit), and depreciation and amortization, including patient depreciation.

AdaptHealth defines Adjusted EBITDA as EBITDA (as defined above), plus equity-based compensation expense, goodwill impairment, gain on deconsolidation of subsidiary, gain on sale of businesses, restructuring expenses, loss on extinguishment of debt, litigation settlement expense, and certain other non-recurring items of expense or income.

The following unaudited table presents the reconciliation of net income (loss) from continuing operations to EBITDA and Adjusted EBITDA, and the reconciliation of net income (loss) from continuing operations as a percentage of net revenue to Adjusted EBITDA Margin, for the three months ended September 30, 2026 and 2025:

 

 

Three Months Ended September 30,

 

 

2026

 

2025

(in thousands, except percentages)

 

Dollars

Revenue

Percentage

 

Dollars

Revenue

Percentage

 

 

(Unaudited)

Net (loss) income from continuing operations

 

$

(167,025

)

(22.4

)%

 

$

11,474

1.7

%

Interest expense, net

 

 

28,600

 

3.8

%

 

 

25,380

3.8

%

Income tax (benefit) expense

 

 

(17,494

)

(2.3

)%

 

 

6,519

1.0

%

Depreciation and amortization, including patient equipment depreciation

 

 

116,800

 

15.7

%

 

 

92,228

13.7

%

EBITDA

 

 

(39,119

)

(5.2

)%

 

 

135,601

20.2

%

Equity-based compensation expense (a)

 

 

986

 

0.1

%

 

 

5,191

0.8

%

Goodwill impairment (b)

 

 

184,751

 

24.8

%

 

 

—

—

%

Gain on deconsolidation of subsidiary (c)

 

 

(12,002

)

(1.6

)%

 

 

—

—

%

Other non-recurring expenses, net (d)

 

 

7,288

 

0.9

%

 

 

5,298

0.7

%

Adjusted EBITDA

 

$

141,904

 

19.0

%

 

$

146,090

21.7

%

Adjusted EBITDA Margin

 

 

19.0

%

 

 

21.7

%

 

(a)

Represents equity-based compensation expense for awards granted to employees and non-employee directors.

 

(b)

Represents non-cash goodwill impairment charges as a result of the fair values of the Company’s Respiratory Health and Wellness at Home reporting units being less than their respective carrying values.

 

(c)

Represents a pre-tax gain associated with the deconsolidation of the Company’s former wholly-owned eCommerce subsidiary.

 

(d)

The 2026 period consists of $5.1 million of consulting expenses associated with asset dispositions, $1.6 million of severance related to the Company’s former Chief Financial Officer, and $0.6 million of other non-recurring expenses. The 2025 period consists of $1.7 million of consulting expenses associated with a reorganization project, $1.2 million write-off of assets, $0.6 million of consulting expenses associated with asset dispositions, and $1.8 million of other non-recurring expenses.

 

The following unaudited table presents the reconciliation of net income (loss) from continuing operations to EBITDA and Adjusted EBITDA, and the reconciliation of net income (loss) from continuing operations as a percentage of net revenue to Adjusted EBITDA Margin, for the nine months ended September 30, 2026 and 2025:

 

 

Nine Months Ended September 30,

 

 

2026

 

2025

(in thousands, except percentages)

 

Dollars

Revenue

Percentage

 

Dollars

Revenue

Percentage

 

 

(Unaudited)

Net (loss) income from continuing operations

 

$

(334,981

)

(15.5

)%

 

$

4,353

 

0.2

%

Interest expense, net

 

 

80,403

 

3.7

%

 

 

81,312

 

4.1

%

Income tax (benefit) expense

 

 

(45,886

)

(2.1

)%

 

 

36,813

 

1.9

%

Depreciation and amortization, including patient equipment depreciation

 

 

332,483

 

15.4

%

 

 

268,094

 

13.6

%

EBITDA

 

 

32,019

 

1.5

%

 

 

390,572

 

19.8

%

Equity-based compensation expense (a)

 

 

12,750

 

0.6

%

 

 

16,393

 

0.8

%

Goodwill impairment (b)

 

 

328,987

 

15.2

%

 

 

—

 

—

%

Gain on deconsolidation of subsidiary (c)

 

 

(12,002

)

(0.6

)%

 

 

—

 

—

%

Gain on sale of businesses (d)

 

 

(6,269

)

(0.3

)%

 

 

(32,225

)

(1.6

)%

Restructuring expenses (e)

 

 

6,070

 

0.3

%

 

 

—

 

—

%

Loss on extinguishment of debt (f)

 

 

1,322

 

0.1

%

 

 

—

 

—

%

Litigation settlement expense (g)

 

 

500

 

—

%

 

 

—

 

—

%

Other non-recurring expenses, net (h)

 

 

15,085

 

0.7

%

 

 

20,439

 

1.0

%

Adjusted EBITDA

 

$

378,462

 

17.5

%

 

$

395,179

 

20.0

%

Adjusted EBITDA Margin

 

 

17.5

%

 

 

20.0

%

 

(a)

Represents equity-based compensation expense for awards granted to employees and non-employee directors.

 

(b)

Represents non-cash goodwill impairment charges as a result of the fair values of the Company’s Respiratory Health and Wellness at Home reporting units being less than their respective carrying values.

 

(c)

Represents a pre-tax gain associated with the deconsolidation of the Company’s former wholly-owned eCommerce subsidiary.

 

(d)

Represents pre-tax gains associated with the dispositions of two businesses within the Company’s Wellness at Home segment.

 

(e)

Represents expenses related to a cost savings plan that was implemented in June 2026.

 

(f)

Represents third-party fees and the write-off of unamortized deferred financing costs in connection with the refinancing of the Company’s credit agreement.

 

(g)

Represents an estimated expense to settle a shareholder derivative complaint.

 

(h)

The 2026 period consists of $9.3 million of consulting expenses associated with asset dispositions, $2.1 million of transaction costs associated with acquisitions, $1.6 million of severance related to the Company’s former Chief Financial Officer, and $2.1 million of other net non-recurring expenses. The 2025 period consists of $9.8 million of consulting expenses associated with asset dispositions (of which $5.1 million relates to contingent success fees from the sales of businesses), $2.3 million of consulting expenses associated with systems implementation activities, $1.7 million of consulting expenses associated with a reorganization project, $1.4 million of transaction costs associated with acquisitions, $1.2 million write-off of assets, and $4.0 million of other non-recurring expenses.

 

Free Cash Flow

This press release presents AdaptHealth’s free cash flow for the three and nine months ended September 30, 2026 and 2025.

AdaptHealth defines free cash flow as net cash provided by operating activities less cash paid for purchases of equipment and other fixed assets.

The following unaudited table reconciles net cash provided by operating activities to free cash flow for the three and nine months ended September 30, 2026 and 2025:

 

 

Three Months Ended

 

Nine Months Ended

(in thousands)

 

September 30,

 

September 30,

 

 

2026

 

2025

 

2026

 

2025

Net cash provided by operating activities

 

$

156,589

 

 

$

161,066

 

 

$

395,613

 

 

$

418,587

 

Purchases of equipment and other fixed assets

 

 

(105,525

)

 

 

(94,242

)

 

 

(392,981

)

 

 

(278,492

)

Free cash flow

 

$

51,064

 

 

$

66,824

 

 

$

2,632

 

 

$

140,095

 

 

AdaptHealth Corp.

Harriss T. Currie

Chief Financial Officer

Luke Montgomery, CFA

Senior Vice President, Investor Relations

[email protected]

KEYWORDS: United States North America Pennsylvania

INDUSTRY KEYWORDS: Apps/Applications Technology Medical Devices Medical Supplies Health Technology Telemedicine/Virtual Medicine Managed Care Health Artificial Intelligence

MEDIA:

Versant Media Reports Third Quarter 2026 Operating and Financial Results

Versant Media Reports Third Quarter 2026 Operating and Financial Results

  • Revenue of $1.59 Billion
  • Net Income Attributable to Versant of $47 Million
  • Adjusted EBITDA of $353 Million1
  • Declared Fourth Quarterly Cash Dividend of $0.375 Per Share
  • Completed $100 Million Accelerated Share Repurchase (ASR) Transaction
  • Announced an Additional Planned $100 Million ASR in the Fourth Quarter of 2026

NEW YORK–(BUSINESS WIRE)–
Versant Media Group, Inc. (Nasdaq: VSNT) (the “Company”) today reported operating and financial results for the third quarter of 2026, highlighted by strong performance across its businesses, including favorable network audience trends, double-digit Platforms revenue growth and significant cash flow generation.

“Versant’s momentum continues, with audience growth and the completion of all planned pay television distribution renewals for the year, underscoring the value and enduring appeal of our brands,” said Mark Lazarus, Chief Executive Officer. “In the third quarter, we advanced Fandango’s evolution into a comprehensive entertainment platform, integrated Full Swing into our golf ecosystem, and launched MS NOW Membership to connect directly with our audiences. We’re building deeper consumer relationships, expanding our reach and creating new opportunities for growth and monetization across our four core markets.”

“Our third quarter performance demonstrates the financial discipline and flexibility that underpins Versant’s strategy,” said Anand Kini, Chief Financial Officer and Chief Operating Officer. “We delivered strong Platforms revenue, continued operating efficiencies and significant cash flow. Looking ahead, we are reaffirming our full-year revenue and Adjusted EBITDA1 outlook, and we expect Free Cash Flow1 to exceed our prior $1.0 to $1.2 billion forecast. We believe that our ability to invest in growth, maintain a healthy balance sheet, and return capital to shareholders is a distinct advantage. With $457 million already returned to shareholders to date, this morning’s announcement of an additional planned $100 million ASR, along with the declaration of our quarterly dividend, underscores our commitment to delivering shareholder value.”

________________________________
1 Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. Further information and reconciliations to the most comparable GAAP measures, as well as explanations as to why reconciliations are not provided for forward-looking information, can be found under Table 4 below.

Business Highlights: In the third quarter of 2026, Versant’s networks reached more than 120 million viewers monthly, while aggregate viewership grew double digits year over year. The Company expanded its digital offerings, launching MS NOW Membership and advancing development of CNBC’s direct-to-consumer platform. Fandango recorded significant growth across ticketing, with home entertainment sales and Fandango1 also contributing to third-quarter performance, while the Company continued to expand its golf ecosystem with the addition of Full Swing.

Business News and Personal Finance: CNBC reinforced its position as the leading global business news brand, ranking among the top 10 most-watched cable networks during market hours for the eighth consecutive month across key demographics. The network remained the destination for CEOs and business leaders to share their perspectives on the issues shaping markets and the economy. CNBC also advanced plans to launch its new digital offering early next year.

Political News and Opinion: MS NOW delivered double-digit year-over-year viewership growth across key demographics, ranking as the second-most-watched cable network during the quarter and recording its eleventh consecutive month of audience growth in September. Digital engagement remained healthy, with MS NOW ranking as the No. 1 news organization on YouTube during the quarter and generating more than 105 million podcast downloads year to date. The network also launched its direct-to-consumer membership platform ahead of the midterm elections, creating new ways to engage audiences beyond television.

Golf: Golf Channel continued to build on its leadership position in the third quarter, delivering its most-watched PGA TOUR season since 2018. Audience reach, time spent viewing and viewing frequency for the PGA TOUR on Golf Channel all increased year over year, reflecting solid demand for premium live golf and the continued strength of the Golf Channel brand. Versant continued to integrate Full Swing into its golf ecosystem during the quarter, creating more ways to engage golfers across consumer and commercial markets.

Sports and Genre Entertainment: Live sports continued to drive robust audience engagement, with USA Network ranking among the top five cable entertainment networks across key demographics. Viewership of the WNBA’s inaugural season on USA increased 25% compared to the prior year’s cable average. Entertainment programming also delivered strong viewership among key demographics throughout the quarter.

Platforms: Platforms revenue grew 10% in the third quarter, or 17% excluding the impacts of the SportsEngine divestiture and Full Swing acquisition. Fandango delivered significant growth in ticketing, while home entertainment sales and Fandango1 also contributed to its third-quarter performance.

Third Quarter 2026 Financial Results

 

Three Months Ended September 30,

 

2026

 

2025

 

Change

 

(in millions)

Revenue:

 

 

 

 

 

Linear distribution

$

935

 

$

992

 

(5.8

%)

Advertising

 

373

 

 

394

 

(5.3

%)

Platforms

 

245

 

 

224

 

9.6

%

Platforms (excluding SportsEngine and Full Swing)1

 

222

 

 

189

 

17.4

%

Content licensing and other

 

41

 

 

54

 

(23.6

%)

Total revenue

$

1,594

 

$

1,663

 

(4.2

%)

Total revenue (excluding SportsEngine and Full Swing)1

$

1,569

 

$

1,627

 

(3.5

%)

Net income attributable to Versant

$

47

 

$

80

 

(41.1

%)

Adjusted EBITDA2

$

353

 

$

445

 

(20.9

%)

Standalone Adjusted EBITDA2

 

 

$

381

 

(7.4

%)

________________________________

1

Platforms (excluding SportsEngine and Full Swing) and Total revenue (excluding SportsEngine and Full Swing) are non-GAAP financial measures and have been included for comparative purposes only. For the three months ended September 30, 2025, Platforms revenue related to SportsEngine totaled $35 million and Total revenue related to SportsEngine totaled $36 million. For the three months ended September 30, 2026, Platforms revenue related to Full Swing was $23 million and Total revenue related to Full Swing was $24 million. We believe, among other things, these measures may help investors evaluate our ongoing operations and can assist in making meaningful period-over-period comparisons given that the divestiture of SportsEngine was completed during the second quarter of 2026 and the acquisition of Full Swing was completed during the third quarter of 2026.

2

Adjusted EBITDA and Standalone Adjusted EBITDA are non-GAAP financial measures. Standalone Adjusted EBITDA and growth rate of Adjusted EBITDA compared to Standalone Adjusted EBITDA have been included for comparative purposes only. Further information and reconciliations to the most comparable GAAP measures can be found under Table 4 below.

Total Revenue was $1,594 million, representing a decline of 4.2% compared to the same period in 2025. Excluding the impact of SportsEngine and Full Swing, revenue decreased 3.5%.

  • Linear Distribution revenue declined 5.8% in the third quarter of 2026 as compared to the same period in 2025, primarily due to subscriber declines, which were partially offset by contractual rate increases.
  • Advertising revenue declined 5.3% in the third quarter of 2026 as compared to the same period in 2025, reflecting the event timing impact of the Ryder Cup in the prior year. The current quarter continues to reflect improvements in recent trends including favorable ratings at the networks as well as incremental revenue from a recent acquisition.
  • Platforms revenue increased 9.6% in the third quarter of 2026 as compared to the same period in 2025, or 17.4% excluding the impact of SportsEngine and Full Swing. The increase was primarily due to higher revenue at Fandango, largely driven by movie ticket purchases and sales from our new cinema operating platform.
  • Content licensing and other revenue decreased in the third quarter of 2026 as compared to the same period in 2025, primarily due to the timing of content licensing agreements.

Net income attributable to Versant was $47 million, adecrease of$33 million compared to the prior year quarter, primarily due to lower revenue and public company costs and interest expense following the separation from Comcast, partially offset by a prior year impairment loss on one of our investments, which also resulted in a higher provision for income taxes in the prior year period.

Adjusted EBITDA2 was $353 million, a decrease of 20.9% compared to the prior year quarter. Compared to Standalone Adjusted EBITDA in the prior year quarter, Adjusted EBITDA decreased 7.4%. This decrease reflects lower revenue, partially offset by lower entertainment programming costs, and reduced selling, general and administrative costs. Programming costs in the current year reflect costs related to additional sports rights compared to the prior year period, which are generally more significant in the third and fourth quarters due to the timing of events.

Net cash provided by operating activities was $346 million and Free Cash Flow2was $302 million in the third quarter of 2026.

2026 Financial Outlook

Based on year-to-date performance and expectations for the remainder of the year, the Company reaffirms its full-year 2026 outlook for revenue and Adjusted EBITDA, and now anticipates Free Cash Flow to exceed our prior forecast:

  • Total Revenue:Reaffirmed outlookof $6.2 billion to $6.45 billion
  • Adjusted EBITDA2: Reaffirmed outlook of $1.90 billion to $2.05 billion
  • Free Cash Flow2: Expected to exceed the prior $1.0 billion to $1.2 billion range

Dividends and Share Repurchase Program

On November 3, 2026, the Board of Directors declared the fourth quarterly cash dividend of $0.375 per share, payable on January 25, 2027, to shareholders of record as of the close of business on January 4, 2027.

During the third quarter of 2026, the Company repurchased $100 million of its Class A common stock under an accelerated share repurchase (ASR) agreement, representing approximately 2.6 million shares. Approximately $700 million remained available under the Company’s stock repurchase program as of September 30, 2026.

The Company expects to enter into an ASR agreement commencing November 4, 2026, to repurchase $100 million of its Class A common stock under the Company’s stock repurchase program. The Company anticipates completing the transaction during the fourth quarter of 2026.

Basis of Presentation

The interim condensed consolidated and combined financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC.

________________________________
2 Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. Further information and reconciliations to the most comparable GAAP measures, as well as explanations as to why reconciliations are not provided for forward-looking information, can be found under Table 4 below.

For the prior year periods presented in the combined financial statements before our separation from Comcast on January 2, 2026 (the “Separation”) included in this report, the Versant businesses operated as part of Comcast’s Media segment. As such, the prior year combined financial statements were derived from Comcast’s historical accounting records as if Versant operations had been conducted independently from Comcast, and reflect our assets, liabilities, revenues and expenses on a historical cost basis. The prior year historical financial statements were prepared using allocations and carve-out methodologies for the periods prior to the Separation, using assumptions that management believed to be reasonable. Accordingly, the combined financial statements herein for periods prior to the Separation from Comcast may not be indicative of our future performance, do not necessarily include the actual expenses that would have been incurred by us, and may not reflect our results of operations, financial position, and cash flows had we been a separate, standalone company during the historical periods presented.

Numerical information in this report is presented on a rounded basis using actual amounts. Minor differences in totals and percentage calculations may exist due to rounding.

Conference Call and Other Information

The Company will host a conference call on November 3, 2026, at 8:00 a.m. ET. A live webcast of the call and related presentation materials will be available on the Company’s Investor Relations website at www.versantmedia.com/investors. Following the conference call, an audio replay will also be made available on the Investor Relations website.

For additional information about Versant, including SEC filings, please visit the Investor Relations website at www.versantmedia.com/investors or www.versantmedia.com.

Caution Concerning Forward-Looking Statements

This press release includes statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “would,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “opportunity,” “strategy,” “future,” “goal,” “outlook,” “commit,” or “continue,” the negative of these terms and other comparable terminology. These statements are only predictions based on our current expectations and projections about future events and reflect our beliefs regarding such future events and do not represent historical facts or statements of current condition. In evaluating these statements, readers should consider various factors, including the risks and uncertainties we describe in the “Risk Factors” sections of our most recent Annual Report on Form 10-K, and other reports filed with the Securities and Exchange Commission (SEC). Factors that could cause our actual results to differ materially from these forward-looking statements include changes in and/or risks associated with: the ability to deliver benefits of acquisitions and divestitures; the competitive environment; consumer behavior; distribution agreements; the advertising market; our brands and reputation; consumer acceptance of our content; growth of our digital platforms; use and protection of our intellectual property; cyber-attacks or incidents, information or security breaches or technology disruptions; weak economic conditions; personnel; labor disputes; laws and regulations; network rebrands; adverse decisions in litigation or governmental investigations; investments and acquisitions; our separation from Comcast Corporation; obligations associated with being a public company; our indebtedness; and other risks described from time to time in reports and other documents we file with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made, and involve risks and uncertainties that could cause actual events or our actual results to differ materially from those expressed in any such forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise. The amount and timing of any dividends and share repurchases are subject to business, economic and other relevant factors.

About Versant Media Group, Inc.

Versant Media Group, Inc. (Nasdaq: VSNT) is an industry-changing media and entertainment business and home to trusted brands that shape culture, inform audiences, and build lasting connections. It operates across four core markets: political news and opinion; business news and personal finance; golf; and sports and genre entertainment. These markets are served through a powerful portfolio of iconic and innovative brands, including CNBC, MS NOW, USA Network, Golf Channel, Oxygen, E!, SYFY, USA Sports, Fandango, Rotten Tomatoes, GolfNow, GolfPass and Full Swing. Visit www.versantmedia.com for more information.

TABLE 1

Condensed Consolidated and Combined Statements of Income

(Unaudited)

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2026

 

2025

 

2026

 

2025

 

(in millions, except per share data)

Revenue

$

1,594

 

 

$

1,663

 

 

$

4,925

 

 

$

5,078

 

Costs and expenses

 

 

 

 

 

 

 

Costs of revenue (exclusive of depreciation and amortization)

 

879

 

 

 

873

 

 

 

2,167

 

 

 

2,227

 

Selling, general and administrative

 

362

 

 

 

372

 

 

 

1,082

 

 

 

1,034

 

Depreciation and amortization

 

243

 

 

 

255

 

 

 

757

 

 

 

744

 

Total costs and expenses

 

1,483

 

 

 

1,499

 

 

 

4,006

 

 

 

4,005

 

Operating income

 

110

 

 

 

164

 

 

 

919

 

 

 

1,073

 

Interest expense

 

(53

)

 

 

—

 

 

 

(157

)

 

 

—

 

Investment and other income (loss), net

 

8

 

 

 

(39

)

 

 

25

 

 

 

(40

)

Income before income taxes

 

66

 

 

 

124

 

 

 

787

 

 

 

1,033

 

Income tax expense

 

(19

)

 

 

(45

)

 

 

(243

)

 

 

(283

)

Net income

 

47

 

 

 

79

 

 

 

544

 

 

 

749

 

Less: Net loss attributable to noncontrolling interests

 

—

 

 

 

(1

)

 

 

—

 

 

 

—

 

Net income attributable to Versant

$

47

 

 

$

80

 

 

$

544

 

 

$

749

 

 

 

 

 

 

 

 

 

Basic earnings per common share attributable to Versant shareholders

$

0.34

 

 

$

0.56

 

 

$

3.86

 

 

$

5.19

 

Diluted earnings per common share attributable to Versant shareholders

$

0.34

 

 

$

0.56

 

 

$

3.85

 

 

$

5.19

 

 

TABLE 2

Condensed Consolidated and Combined Statements of Cash Flows

(Unaudited)

 

Nine Months Ended September 30,

 

2026

 

2025

 

(in millions)

Operating Activities

 

 

 

Net income

$

544

 

 

$

749

 

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

 

 

 

Depreciation and amortization

 

757

 

 

 

744

 

Share-based compensation

 

49

 

 

 

21

 

Noncash interest expense

 

8

 

 

 

—

 

Net loss on investment activity and other

 

3

 

 

 

41

 

Deferred income taxes

 

(108

)

 

 

(94

)

Changes in operating assets and liabilities:

 

 

 

Current and noncurrent receivables, net

 

(392

)

 

 

48

 

Content costs, net

 

84

 

 

 

63

 

Accounts payable

 

52

 

 

 

(7

)

Other operating assets and liabilities

 

316

 

 

 

(20

)

Net cash provided by operating activities

 

1,313

 

 

 

1,546

 

Investing Activities

 

 

 

Capital expenditures

 

(103

)

 

 

(121

)

Acquisitions of businesses

 

(696

)

 

 

—

 

Purchase of investments

 

(110

)

 

 

—

 

Proceeds from sale of business

 

140

 

 

 

—

 

Return of capital from investments

 

60

 

 

 

—

 

Other

 

—

 

 

 

35

 

Net cash used in investing activities

 

(709

)

 

 

(86

)

Financing Activities

 

 

 

Proceeds from borrowings

 

1,973

 

 

 

—

 

Repurchases of common stock under repurchase program and employee plans

 

(300

)

 

 

—

 

Dividends paid

 

(106

)

 

 

—

 

Net transfers to Comcast

 

(2,250

)

 

 

(1,401

)

Repayment of long-term debt

 

(30

)

 

 

—

 

Settlement payment from NBCUniversal

 

70

 

 

 

—

 

Other

 

(2

)

 

 

(12

)

Net cash used in financing activities

 

(645

)

 

 

(1,413

)

Increase (decrease) in cash, cash equivalents and restricted cash

 

(41

)

 

 

48

 

Cash and cash equivalents and restricted cash, beginning of year

 

1,092

 

 

 

8

 

Cash and cash equivalents, end of period

$

1,051

 

 

$

56

 

 

TABLE 3

Condensed Consolidated and Combined Balance Sheets

(Unaudited)

 

September 30,

 

December 31,

 

2026

 

2025

 

(in millions)

Assets

 

 

 

Current Assets:

 

 

 

Cash and cash equivalents

$

1,051

 

$

55

 

Restricted cash

 

—

 

 

1,034

 

Receivables, net

 

1,241

 

 

1,151

 

Assets held for sale

 

—

 

 

196

 

Other current assets

 

201

 

 

66

 

Total current assets

 

2,493

 

 

2,502

 

Content costs

 

570

 

 

539

 

Investments

 

262

 

 

214

 

Property and equipment, net of accumulated depreciation of $656 million and $615 million

 

463

 

 

423

 

Intangible assets, net of accumulated amortization of $9,384 million and $8,848 million

 

482

 

 

924

 

Goodwill

 

8,127

 

 

7,611

 

Other noncurrent assets, net

 

258

 

 

120

 

Total assets

$

12,656

 

$

12,333

 

Liabilities and Equity

 

 

 

Current Liabilities:

 

 

 

Accounts payable

$

224

 

$

151

 

Deferred revenue

 

97

 

 

163

 

Accrued content obligations

 

226

 

 

105

 

Accrued employee costs

 

153

 

 

62

 

Current portion of long-term debt

 

113

 

 

—

 

Accrued expenses and other current liabilities

 

383

 

 

141

 

Total current liabilities

 

1,196

 

 

622

 

Deferred income taxes

 

152

 

 

191

 

Noncurrent content obligations

 

60

 

 

72

 

Long-term debt

 

2,813

 

 

983

 

Other noncurrent liabilities

 

288

 

 

63

 

Commitments and contingencies

 

 

 

Equity:

 

 

 

Preferred stock, no par value — authorized 20 million shares; none issued as of September 30, 2026

 

—

 

 

—

 

Class A common stock, $0.01 par value — authorized 7.5 billion shares; issued and outstanding 136,247,945 shares as of September 30, 2026

 

1

 

 

—

 

Class B common stock, $0.01 par value — authorized 75 million shares; issued and outstanding 377,775 shares as of September 30, 2026

 

—

 

 

—

 

Additional paid-in capital

 

7,637

 

 

—

 

Retained earnings

 

382

 

 

—

 

Net Comcast investment

 

—

 

 

10,299

 

Accumulated other comprehensive income (loss)

 

16

 

 

(7

)

Total equity attributable to Versant

 

8,037

 

 

10,292

 

Noncontrolling interests

 

110

 

 

110

 

Total equity

 

8,147

 

 

10,402

 

Total liabilities and equity

$

12,656

 

$

12,333

 

 

TABLE 4

Supplemental Disclosures Regarding Non-GAAP Financial Measures

We evaluate our operating performance based on several factors, including the following non-GAAP financial measures:

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure and is a key measure used to assess the operational strength and performance of our business as well as to assist in the evaluation of underlying trends in our business. This measure eliminates the significant level of noncash depreciation and amortization expense that results from property and equipment and intangible assets recognized in business combinations. It is also unaffected by our capital and tax structures, and by our investment activities, including the impacts of entities that we do not consolidate, as our management excludes these results when evaluating our operating performance. Our management and Board of Directors use this financial measure to evaluate our operating performance and to allocate resources. It is also a significant performance measure in our annual incentive compensation programs. Additionally, we believe that Adjusted EBITDA is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure of Adjusted EBITDA may not be directly comparable to similar measures used by other companies.

We define Adjusted EBITDA as net income attributable to Versant before net income (loss) attributable to noncontrolling interests, income tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any. From time to time, we may make adjustments to Adjusted EBITDA for the impact of certain other events, gains, losses or other charges that affect the period-to-period comparability of our operating performance. Reconciliations of Adjusted EBITDA to the nearest GAAP measures for historical periods are presented below. A reconciliation for full-year 2026 outlook cannot be provided without unreasonable efforts because of the inherent difficulty in forecasting certain amounts that are necessary for such reconciliations due to the uncertainty and potential variability of reconciling items, which are dependent on future events and often outside of management’s control and which could be significant. Forward-looking estimates are made in a manner consistent with the relevant definitions noted herein.

Standalone Adjusted EBITDA

Standalone Adjusted EBITDA is a non-GAAP financial measure used in periods prior to the Separation to measure the operational strength and performance of our business as well as to assist in the evaluation of underlying trends in our business. Consistent with Adjusted EBITDA, this measure eliminates noncash depreciation and amortization expense and is unaffected by our capital and tax structures and by our investment activities, as our management excludes these results when evaluating our operating performance. Standalone Adjusted EBITDA also includes estimated incremental costs of operating as a standalone company following the Separation. We use Standalone Adjusted EBITDA and believe this measure is useful to investors because it provides an estimate of our operating performance giving effect to the Separation and related transactions and additional costs that we expect to incur as a standalone company for the periods presented, and is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure of Standalone Adjusted EBITDA may not be directly comparable to similar measures used by other companies.

We define Standalone Adjusted EBITDA as net income attributable to Versant before net income (loss) attributable to noncontrolling interests, income tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any, and further adjusted to give effect to estimated incremental costs of commercial agreements with Comcast and estimated additional costs we expect to incur as a standalone company in certain of our corporate administrative, facilities and support functions. From time to time, we may make adjustments to Standalone Adjusted EBITDA for the impact of certain events, gains, losses or other charges that affect the period-to-period comparability of our operating performance. Standalone Adjusted EBITDA is presented for informational purposes only and does not purport to represent what our results of operations actually would have been had we operated as a standalone company for the periods presented or to project our financial performance for any future period. Standalone Adjusted EBITDA is based on available information, estimates and assumptions, which we believe are reasonable, although actual future results will differ from the amounts presented. Reconciliations of Adjusted EBITDA and Standalone Adjusted EBITDA to the nearest GAAP measures for historical periods are presented below.

Reconciliation from Net Income Attributable to Versant to Adjusted EBITDA and Standalone Adjusted EBITDA

(Unaudited)

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2026

 

2025

 

2026

 

2025

 

(in millions)

Net income attributable to Versant

$

47

 

 

$

80

 

 

$

544

 

 

$

749

 

Net loss attributable to noncontrolling interests

 

—

 

 

 

(1

)

 

 

—

 

 

 

—

 

Income tax expense

 

19

 

 

 

45

 

 

 

243

 

 

 

283

 

Investment and other (income) loss, net

 

(8

)

 

 

39

 

 

 

(25

)

 

 

40

 

Interest expense

 

53

 

 

 

—

 

 

 

157

 

 

 

—

 

Depreciation and amortization

 

243

 

 

 

255

 

 

 

757

 

 

 

744

 

Adjustments (1)

 

—

 

 

 

27

 

 

 

5

 

 

 

71

 

Adjusted EBITDA

$

353

 

 

$

445

 

 

$

1,681

 

 

$

1,888

 

Incremental costs of commercial agreements with Comcast (2)

 

 

 

(46

)

 

 

 

 

(134

)

Incremental costs of corporate administrative, facilities and support functions (3)

 

 

 

(19

)

 

 

 

 

(95

)

Standalone Adjusted EBITDA

 

 

$

381

 

 

 

 

$

1,658

 

 

(1)

Amounts represent the impact of certain events, gains, losses or other charges that are adjusted in our definition of Adjusted EBITDA. For the periods presented, Adjusted EBITDA excludes transaction and transaction-related costs associated with the Separation, and includes fair value adjustments associated with a legacy deferred compensation plan assumed in the Separation. Transaction costs are incremental costs directly related to effectuating the Separation and primarily include legal, audit and advisory fees. Transaction-related costs are incremental costs incurred in anticipation of the Separation and primarily include IT separation and implementation costs, advisory fees and other one-time costs. The legacy deferred compensation program is frozen and has been funded with investments held in a trust. As such, we include the investment gains and losses, presented in investment and other income (loss), net in Adjusted EBITDA to offset gains and losses on the deferred compensation plan liability included in selling, general and administrative expenses.
 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2026

 

2025

 

2026

 

2025

 

(in millions)

Transaction costs

$

—

 

$

5

 

$

2

 

$

32

Transaction-related costs

 

—

 

 

22

 

 

3

 

 

39

Investment gains related to deferred compensation plan

 

—

 

 

—

 

 

—

 

 

—

Total transaction and

transaction-related costs

$

—

 

$

27

 

$

5

 

$

71

 

(2)

Amounts represent incremental costs of commercial agreements entered into with Comcast in connection with the Separation and primarily relate to the commercial services agreement for the sale and use of our advertising and promotional inventory.

(3)

Amounts represent estimated incremental costs related to corporate administrative, facilities and support functions and primarily include the recurring and ongoing costs required to operate new functions required for a public company such as external reporting, internal audit, treasury, investor relations, board of directors and stock administration, and expanding the services of existing functions such as information technology, finance, supply chain, human resources, legal, tax, facilities and insurance. Amounts were determined by comparing expected costs to amounts in the combined statements of income, inclusive of allocation for centralized functions within Comcast and allocations of costs for the use of shared assets.

Free Cash Flow

Free Cash Flow is a non-GAAP financial measure that we believe provides a meaningful measure of liquidity and a useful basis for assessing our ability to repay debt, make strategic acquisitions and investments, and return capital to investors through stock repurchases and dividends. It is also a significant performance measure in our annual incentive compensation programs. Additionally, we believe Free Cash Flow is useful to investors as a basis for comparing our performance and coverage ratios with other companies in our industries, although our measure of Free Cash Flow may not be directly comparable to similar measures used by other companies. Free Cash Flow has certain limitations, including that it does not represent the residual cash flow available for discretionary expenditures since other non-discretionary payments, such as mandatory debt repayments, are not deducted from the measure.

Free Cash Flow is defined as net cash provided by operating activities, reduced by capital expenditures. From time to time, we may exclude from Free Cash Flow the impact of certain cash receipts or payments that affect comparability. Reconciliations of Free Cash Flow to the nearest GAAP measures for historical periods are presented below. A reconciliation for full-year 2026 outlook cannot be provided without unreasonable efforts because of the inherent difficulty in forecasting certain amounts that are necessary for such reconciliations due to the uncertainty and potential variability of reconciling items, which are dependent on future events and often outside of management’s control and which could be significant. Forward-looking estimates are made in a manner consistent with the relevant definitions noted herein.

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2026

 

2026

 

(in millions)

Net cash provided by operating activities

$

346

 

 

$

1,313

 

Capital expenditures

 

(44

)

 

 

(103

)

Free Cash Flow

$

302

 

 

$

1,210

 

 

Investor Contacts:

Wylie Collins

[email protected]

Natalie Candela

[email protected]

Press Contacts:

Keith Cocozza

[email protected]

Hollie Tracz

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: General Sports Sports Golf TV and Radio Media Communications General Entertainment Entertainment

MEDIA:

Logo
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Axogen, Inc. to Participate in Multiple Upcoming Investor Conferences

ALACHUA, Fla. and TAMPA, Fla., Nov. 03, 2026 (GLOBE NEWSWIRE) — Axogen, Inc. (Nasdaq: AXGN), a global leader in developing and marketing innovative surgical solutions for the restoration of peripheral nerve function, today announced that management is scheduled to participate in three upcoming investor conferences:

Canaccord Genuity 20

th

Annual MedTech, Diagnostics, Digital Health & Services Forum 
Participation: Fireside Chat and 1×1 investor meetings
Date/Time: Fireside Chat Wednesday, November 11, 2026, 10:00 AM ET

Jefferies Global Healthcare Conference in London
Participation: Fireside Chat and 1×1 investor meetings
Date/Time: Fireside Chat Tuesday, November 17, 2026, 8:30 AM ET

Piper Sandler 38th Annual Healthcare Conference
Participation: Presentation and 1×1 investor meetings
Date/Time: Presentation Wednesday, December 2, 2026, 8:00 AM ET

Webcast events can be accessed live through the Investors page at www.axogeninc.com. For those unable to listen to the live broadcast, the replay will be archived for 90 days and available on the Investors page at www.axogeninc.com.

About Axogen

Axogen (Nasdaq: AXGN) is focused on the science, development and commercialization of technologies for peripheral nerve repair. With a mission to make nerve repair the expected standard of care, Axogen advances the field through research, education, and collaboration with surgeons and healthcare providers across a global network.

Axogen’s product portfolio includes Avance® (acellular nerve allograft-arwx), Avance® Nerve Graft, Axoguard Nerve Connector®, Axoguard Nerve Protector®, Axoguard HA+ Nerve Protector™, Axoguard Nerve Cap®, Avive+ Soft Tissue Matrix™, and NerveTape®.

Contact:
Axogen, Inc.
[email protected]



Talen Energy Reports Third Quarter 2026 Results, Reaffirms 2026 Guidance, and Introduces 2027 Guidance

Earnings Release Highlights

  • Third quarter GAAP Net Income (Loss) Attributable to Stockholders of $138 million.
  • Third quarter Adjusted EBITDA of $669 million and Adjusted Free Cash Flow of $433 million.
  • Announced $1.5 billion accelerated share repurchase program (“ASR”) expected to be complete by the end of the first quarter 2027. Upsized share repurchase program (“SRP”) to $3.0 billion through December 31, 2028 (including the ASR).
  • Reaffirming 2026 Adjusted EBITDA and Adjusted Free Cash Flow guidance ranges to $2,050 million – $2,200 million and $1,225 million – $1,325 million, respectively.
  • Introducing 2027 Adjusted EBITDA and Adjusted Free Cash Flow guidance ranges of $2,500 million – $2,850 million and $1,500 million – $1,750 million, representing approximately 26% and 27% growth at the midpoints compared with 2026 guidance.

HOUSTON, Nov. 03, 2026 (GLOBE NEWSWIRE) — Talen Energy Corporation (“Talen,” “TEC,” the “Company,” “we,” or “our”) (NASDAQ: TLN), a leading independent power producer, today reported its third quarter 2026 financial results and other highlights.

“Talen delivered $669 million of Adjusted EBITDA and $433 million of Adjusted Free Cash Flow in the third quarter. With nine months behind us, we are reaffirming the midpoint and are narrowing the range of our 2026 guidance. We are also introducing our 2027 guidance that reflects strong PJM fundamentals and a full year of contributions from our recently acquired assets,” said Talen Chief Executive Officer Mac McFarland.

Talen President Terry Nutt added, “Share repurchases remain the benchmark against which we evaluate capital allocation. This quarter, we increased our share repurchase program to $3.0 billion, including a $1.5 billion accelerated share repurchase program. We have now repurchased more than one third of the shares outstanding at emergence.” He continued, “Growing demand across PJM strengthens the outlook for our fleet and supports our focus on increasing Adjusted Free Cash Flow per share over the coming years.”

Operating Results (Unaudited)

    Three Months Ended September 30,   Nine Months Ended September 30,
(Millions of Dollars Unless Otherwise Stated)     2026       2025       2026       2025  
GAAP Net Income (Loss) Attributable to Stockholders   $ 138     $ 207     $ 109     $ 144  
Adjusted EBITDA     669       363       1,516       653  
Adjusted Free Cash Flow     433       223       995       232  
Total Generation (TWh)(a)     23.9       11.1       53.5       28.1  
Capacity Factor     75.4 %     56.6 %     64.3 %     47.2 %

__________________
(a) Total generation is net of station use consumption, where applicable. Volumes associated with acquired and sold generation facilities are presented for the periods in which Talen owned the facilities.

For the quarter ended September 30, 2026, Talen reported GAAP Net Income (Loss) Attributable to Stockholders of $138 million, Adjusted EBITDA of $669 million, and Adjusted Free Cash Flow of $433 million. Compared with the quarter ended September 30, 2025:

  • GAAP Net Income (Loss) Attributable to Stockholders decreased by $(69) million primarily due to higher net income associated with the contribution of acquired generation facilities, higher settled power prices and generation volumes (net of realized hedges), and higher capacity revenues. Such amounts were outweighed by unrealized mark-to-market losses on commodity derivative contracts and an increase in interest expense associated with acquisition financings.
  • Adjusted EBITDA increased by $306 million primarily due to the contribution of acquired generation facilities, higher settled power prices and generation volumes (net of realized hedges), and higher capacity revenues.
  • Adjusted Free Cash Flow increased by $210 million primarily due to the contribution of acquired generation facilities, higher settled power prices and generation volumes (net of realized hedges), and higher capacity revenues, which were partially offset by higher cash interest payments associated with acquisition financings.

See “Non-GAAP Financial Measures” for details and reconciliations of GAAP to non-GAAP financial measures.

Reaffirming 2026 Guidance and Introducing 2027 Guidance

(Millions of Dollars)   2026E   2027E
Adjusted EBITDA   $2,050 – $2,200   $2,500 – $2,850
Adjusted Free Cash Flow   $1,225 – $1,325   $1,500 – $1,750



Upsize of SRP and ASR

In September 2026, the Board of Directors approved the upsizing of the Company’s existing SRP from $1.5 billion to an aggregate remaining capacity of $3.0 billion. Additionally, the Company entered into an ASR program, authorized under the SRP, to repurchase an aggregate of $1.5 billion of TEC common stock.

On October 1, 2026, the Company received and retired approximately 3.8 million shares of TEC common stock repurchased under the ASR program, which is equivalent to 80% of the aggregate $1.5 billion value of the ASR program. The final settlement is expected to be completed no later than the first quarter of 2027. The repurchases were funded by net proceeds of $1.3 billion from the capacity monetization and cash on hand.

During the third quarter 2026, we repurchased 600,000 shares of TEC common stock for approximately $204 million, separate from the ASR program. Upon completion of the ASR program at current prices, we will have repurchased approximately 19.5 million shares of TEC common stock for a total of approximately $4.0 billion since the start of 2024, with $1.5 billion remaining under our SRP through year end 2028. All share repurchase amounts exclude transaction costs.

PJM Capacity Monetization

On October 1, 2026, Talen closed on a capacity monetization agreement to sell rights to approximately $1.5 billion in future PJM capacity cash flows for the 2027/2028 and 2028/2029 PJM capacity years and used the net proceeds of $1.3 billion to fund the ASR.

Balance Sheet and Liquidity

We are focused on maintaining our net leverage target of 3.5x net debt-to-Adjusted EBITDA. As of October 30, 2026, Talen had total available liquidity of approximately $1.6 billion, comprised of $220 million of unrestricted cash and $1.4 billion of available capacity under the Revolving Credit Facility.

Update on Hedging Activities

As of September 30, 2026, including the impact of the Nuclear Production Tax Credit, we had hedged approximately 80% of our expected generation volumes for October – December 2026, approximately 70% for 2027 and approximately 35% for 2028. Talen’s hedging program is a key component of our comprehensive risk policy and supports the objective of increasing cash flow stability while maintaining upside optionality.

Earnings Call

Talen will hold an earnings call on Tuesday, November 3, 2026, at 8 a.m. ET (7 a.m. CT). To listen to the earnings call, please register in advance for the webcast here. For participants joining the call via phone, please register here prior to the start time to receive dial-in information. A digital replay will be archived for approximately one year and available on the Events page of Talen’s Investor Relations website linked here.

About Talen

Talen Energy (NASDAQ: TLN) is a leading independent power producer and energy infrastructure company dedicated to powering the future. We own and operate approximately 15.5 GW of power infrastructure in the United States, including 2.2 GW of nuclear power and a significant dispatchable fossil fleet. We produce and sell electricity, capacity, and ancillary services into wholesale U.S. power markets, with generation in the Mid-Atlantic, Ohio, Indiana, and Montana. Our team is committed to generating power safely and reliably and delivering the most value per megawatt produced. Talen is also powering the digital infrastructure revolution. We are well-positioned to serve this growing industry, as artificial intelligence data centers increasingly demand more reliable power. Talen is headquartered in Houston, Texas. For more information, visit https://www.talenenergy.com/.

Investor Relations:

Bill Appicelli
Senior Vice President, Investor Relations
[email protected]

Media:

Taryne Williams
Director, Corporate Communications
[email protected]

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this communication, or incorporated by reference into this communication, are forward-looking statements. Throughout this communication, we have attempted to identify forward-looking statements by using words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecasts,” “goal,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” or other forms of these words or similar words or expressions or the negative thereof, although not all forward-looking statements contain these terms. Forward-looking statements address future events and conditions concerning, among other things, the leadership transition, the timing, size, completion, and impacts of the capacity monetization, ASR, and remaining SRP, capital expenditures, earnings, litigation, regulatory matters, hedging, liquidity and capital resources, accounting matters, expectations, beliefs, plans, objectives, goals, strategies, future events or performance, shareholder returns and underlying assumptions. Forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, results of operations or performance to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this communication. All of our forward-looking statements include assumptions underlying or relating to such statements that may cause actual results to differ materially from expectations and are subject to numerous factors that present considerable risks and uncertainties.

TALEN ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 
    Three Months Ended September 30,   Nine Months Ended September 30,
(Millions of Dollars, except share data)     2026       2025       2026       2025  
Energy and other revenues   $ 1,187     $ 604     $ 2,943     $ 1,552  
Capacity revenues     323       166       767       303  
Unrealized gain (loss) on derivative instruments     (183 )     42       (507 )     (23 )
Operating Revenues     1,327       812       3,203       1,832  
Fuel and energy purchases     (626 )     (259 )     (1,546 )     (677 )
Nuclear fuel amortization     (27 )     (27 )     (73 )     (71 )
Unrealized gain (loss) on derivative instruments     (7 )     (6 )     (48 )     (31 )
Energy Expenses     (660 )     (292 )     (1,667 )     (779 )
Operating Expenses                
Operation, maintenance and development     (167 )     (131 )     (542 )     (469 )
General and administrative (Includes stock-based compensation of $(51), $(15), $(120) and $(42))     (76 )     (38 )     (198 )     (113 )
Depreciation, amortization and accretion     (157 )     (61 )     (352 )     (205 )
Other operating income (expense), net     (12 )     (27 )     (51 )     (43 )
Operating Income (Loss)     255       263       393       223  
Nuclear decommissioning trust funds gain (loss), net     18       81       130       149  
Interest expense and other finance charges     (148 )     (67 )     (481 )     (203 )
Gain (loss) on sale of assets, net     66       25       69       36  
Other non-operating income (expense), net     4       2       36       9  
Income (Loss) Before Income Taxes     195       304       147       214  
Income tax benefit (expense)     (57 )     (97 )     (38 )     (70 )
Net Income (Loss) Attributable to Stockholders   $ 138     $ 207     $ 109     $ 144  
Per Common Share                
Net Income (Loss) Attributable to Stockholders – Basic   $ 2.90     $ 4.52     $ 2.35     $ 3.15  
Net Income (Loss) Attributable to Stockholders – Diluted   $ 2.88     $ 4.25     $ 2.33     $ 2.96  
Weighted-Average Number of Common Shares Outstanding – Basic (in thousands)     47,625       45,684       46,388       45,694  
Weighted-Average Number of Common Shares Outstanding – Diluted (in thousands)     47,973       48,582       46,757       48,588  
                                 

TALEN ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Millions of Dollars, except share data)   September 30,

2026
  December 31,
2025
Assets        
Cash and cash equivalents   $ 335     $ 689  
Restricted cash and cash equivalents     14       63  
Accounts receivable     304       196  
Inventory, net     316       278  
Derivative instruments     122       56  
Other current assets     61       67  
Total current assets     1,152       1,349  
Property, plant and equipment, net     11,858       7,546  
Nuclear decommissioning trust funds     1,976       1,900  
Derivative instruments     9       4  
Other noncurrent assets     92       106  
Total Assets   $ 15,087     $ 10,905  
Liabilities and Equity        
Long-term debt, due within one year   $ 29     $ 29  
Accrued interest     169       60  
Accounts payable and other accrued liabilities     391       281  
Derivative instruments     617       101  
Stock-based compensation liabilities     2       501  
Other current liabilities     82       78  
Total current liabilities     1,290       1,050  
Long-term debt     9,540       6,782  
Derivative instruments     243       67  
Postretirement benefit obligations     203       229  
Asset retirement obligations and accrued environmental costs     500       494  
Deferred income taxes     938       486  
Acquired contract liabilities     734       662  
Other noncurrent liabilities     36       42  
Total Liabilities   $ 13,484     $ 9,812  
Commitments and Contingencies        
Stockholders’ Equity        
Common stock ($0.001 par value, 350,000,000 shares authorized)(a)   $ —     $ —  
Additional paid-in capital     2,562       1,709  
Accumulated retained earnings (deficit)     (947 )     (612 )
Accumulated other comprehensive income (loss)     (35 )     (4 )
Total Stockholders’ Equity     1,580       1,093  
Noncontrolling interests     23       —  
Total Equity     1,603       1,093  
Total Liabilities and Stockholders’ Equity   $ 15,087     $ 10,905  

__________________
(a) 47,316,772 and 45,687,828 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively.

TALEN ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
    Nine Months Ended September 30,
(Millions of Dollars)     2026       2025  
Operating Activities        
Net Income (Loss)   $ 109     $ 144  
Non-cash reconciliation adjustments:        
Unrealized (gains) losses on derivative instruments     535       68  
Depreciation, amortization and accretion     285       208  
Nuclear decommissioning trust funds (gain) loss, net (excluding interest and fees)     (88 )     (112 )
Nuclear fuel amortization     73       71  
Deferred income taxes     14       44  
Stock-based compensation     120       42  
(Gain) loss on sales of assets, net     (66 )     (36 )
Other     30       38  
Changes in assets and liabilities:        
Accounts receivable     (70 )     (57 )
Inventory, net     (14 )     35  
Other assets     23       202  
Accounts payable and accrued liabilities     61       (91 )
Accrued interest     109       36  
Collateral received (posted), net     (68 )     (7 )
Cash settlement of stock-based awards     (500 )     —  
Other liabilities     (63 )     (161 )
Net cash provided by (used in) operating activities     490       424  
Investing Activities        
Property, plant and equipment expenditures     (348 )     (72 )
Nuclear fuel expenditures     (101 )     (94 )
Nuclear decommissioning trust funds investment purchases     (564 )     (1,852 )
Nuclear decommissioning trust funds investment sale proceeds     530       1,827  
Cornerstone Acquisition, net     (2,569 )     —  
Proceeds from the sale of assets     73       40  
Other     16       (5 )
Net cash provided by (used in) investing activities     (2,963 )     (156 )
Financing Activities        
Debt issuances     4,000       —  
Debt repayments     (1,222 )     (13 )
Deferred financing costs     (59 )     (29 )
Revolving credit facility borrowings     500       75  
Revolving credit facility repayments     (500 )     (75 )
Share repurchases     (502 )     (103 )
Tax payments related to net-settled stock-based awards     (141 )     —  
Other     (6 )     9  
Net cash provided by (used in) financing activities     2,070       (136 )
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents     (403 )     132  
Beginning of period cash and cash equivalents and restricted cash and cash equivalents     752       365  
End of period cash and cash equivalents and restricted cash and cash equivalents   $ 349     $ 497  
                 

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted Free Cash Flow, which we use as measures of our performance and liquidity, are not financial measures prepared under GAAP. Non-GAAP financial measures do not have definitions under GAAP and may be defined and calculated differently by, and not be comparable to, similarly titled measures used by other companies. Non-GAAP measures are not intended to replace the most comparable GAAP measures as indicators of performance. Generally, a non-GAAP financial measure is a numerical measure of financial performance, financial position, or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. Management cautions readers not to place undue reliance on the following non-GAAP financial measures, but to also consider them along with their most directly comparable GAAP financial measures. Non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analyzing our results as reported under GAAP.


Adjusted EBITDA

We use Adjusted EBITDA to: (i) assist in comparing operating performance and readily view operating trends on a consistent basis from period to period without certain items that may distort financial results; (ii) plan and forecast overall expectations and evaluate actual results against such expectations; (iii) communicate with our Board of Directors, shareholders, creditors, analysts, and the broader financial community concerning our financial performance; (iv) set performance metrics for our annual short-term incentive compensation; and (v) assess compliance with our indebtedness.

Adjusted EBITDA is computed as net income (loss) adjusted, among other things, for certain: (i) nonrecurring charges; (ii) non-recurring gains; (iii) non-cash and other items; (iv) unusual market events; (v) any depreciation, amortization, or accretion; (vi) mark-to-market gains or losses; (vii) gains and losses on the nuclear facility decommissioning trust (“NDT”); (viii) gains and losses on asset sales, dispositions, and asset retirement; (ix) impairments, obsolescence, and net realizable value charges; (x) interest expense; (xi) income taxes; (xii) legal settlements, liquidated damages, and contractual terminations; (xiii) development expenses; (xiv) noncontrolling interests, except where otherwise noted; and (xv) other adjustments. Such adjustments are computed consistently with the provisions of our indebtedness to the extent that they can be derived from the financial records of the business.

Additionally, we believe investors commonly adjust net income (loss) information to eliminate the effect of nonrecurring restructuring expenses and other non-cash charges, which can vary widely from company to company and from period to period and impair comparability. We believe Adjusted EBITDA is useful to investors and other users of our financial statements to evaluate our operating performance because it provides an additional tool to compare business performance across companies and between periods. Adjusted EBITDA is widely used by investors to measure a company’s operating performance without regard to such items described above. These adjustments can vary substantially from company to company and period to period depending upon accounting policies, book value of assets, capital structure, and the method by which assets were acquired.


Adjusted Free Cash Flow

Adjusted Free Cash Flow is utilized by our chief operating decision makers to evaluate cash flow activities. Adjusted Free Cash Flow is computed as Adjusted EBITDA reduced by capital expenditures (including nuclear fuel but excluding development, growth, and (or) conversion capital expenditures), cash payments for interest and finance charges, cash payments for income taxes (excluding income taxes paid from the NDT, taxes paid or deductions taken as a result of strategic asset sales, and benefits of the Nuclear PTC utilized to reduce income taxes paid), and pension contributions.

We believe Adjusted Free Cash Flow is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to determine a company’s ability to meet future obligations and to compare business performance across companies and across periods. Adjusted Free Cash Flow is widely used by investors to measure a company’s levered cash flow without regard to items such as ARO settlements; nonrecurring development, growth and conversion expenditures; and cash proceeds or payments for the sale or purchase of assets, which can vary substantially from company to company and from period to period depending upon accounting methods, book value of assets, capital structure, and the method by which assets were acquired.


Adjusted EBITDA / Adjusted Free Cash Flow Reconciliation

The following table presents a reconciliation of the GAAP financial measure of “Net Income (Loss)” presented on the Consolidated Statements of Operations to the non-GAAP financial measures of Adjusted EBITDA and Adjusted Free Cash Flow:

    Three Months Ended September 30,   Nine Months Ended September 30,
(Millions of Dollars)     2026       2025       2026       2025  
Net Income (Loss)   $ 138     $ 207     $ 109     $ 144  
Adjustments                
Interest expense and other finance charges     148       67       481       203  
Income tax (benefit) expense     57       97       38       70  
Depreciation, amortization and accretion(a)     122       61       273       198  
Nuclear fuel amortization(a)     27       27       73       71  
Unrealized (gain) loss on commodity derivative contracts     190       (36 )     555       54  
Nuclear decommissioning trust funds (gain) loss, net     (18 )     (81 )     (130 )     (149 )
Stock-based and other long-term incentive compensation expense     54       18       127       49  
(Gain) loss on asset sales, net     (66 )     (25 )     (69 )     (36 )
Non-cash impairments and other charges     1       1       2       11  
Acquisition and divestiture activities(b)     2       8       39       12  
Operational and other restructuring activities     4       3       11       6  
Other     10       16       7       20  
Total Adjusted EBITDA   $ 669     $ 363     $ 1,516     $ 653  
Capital expenditures, net     (77 )     (65 )     (200 )     (164 )
Interest and finance charge payments     (149 )     (36 )     (303 )     (143 )
Income taxes     (1 )     —       5       (51 )
Pension contributions     (9 )     (39 )     (23 )     (63 )
Total Adjusted Free Cash Flow   $ 433     $ 223     $ 995     $ 232  

_______________
(a) Includes the periodic amortization of fair value adjustments associated with acquired fuel supply contract liabilities and intangible assets.
(b) Includes the non-recurring: (i) advisory fees associated with completed acquisitions and divestitures; (ii) remaining settlements on contracts of divested assets; and (iii) non-recurring finance fees charged to the Consolidated Statement of Operations associated with acquisition financing fee arrangements.

Adjusted EBITDA / Adjusted Free Cash Flow Reconciliation: 2026E and 2027E Guidance

    2026E   2027E
(Millions of Dollars)   Low   High   Low   High
Net Income (Loss)   $ 960     $ 1,080     $ 1,105     $ 1,405  
Adjustments                
Interest expense and other finance charges     460       480       585       615  
Income tax (benefit) expense     15       25       50       70  
Depreciation, amortization and accretion     515       515       650       650  
Nuclear fuel amortization     100       100       110       110  
Adjusted EBITDA   $ 2,050     $ 2,200     $ 2,500     $ 2,850  
Capital expenditures, net   $ (325 )   $ (335 )   $ (355 )   $ (385 )
Interest and finance charge payments     (460 )     (480 )     (585 )     (615 )
Income taxes     (15 )     (25 )     (50 )     (70 )
Pension contributions     (25 )     (35 )     (10 )     (30 )
Adjusted Free Cash Flow   $ 1,225     $ 1,325     $ 1,500     $ 1,750  

_______________
Note: Figures are rounded to the nearest $5 million.



Upstart Announces Third Quarter 2026 Results

Upstart Announces Third Quarter 2026 Results

BURLINGAME, Calif.–(BUSINESS WIRE)–
Upstart Holdings, Inc. (NASDAQ: UPST), the leading artificial intelligence (AI) lending marketplace, today announced financial results for the quarter ended September 30, 2026. Upstart will host a conference call and webcast at 5:00 a.m. Pacific Time today. An earnings presentation and link to the webcast are available at ir.upstart.com.

“Macro comes and goes, but alpha compounds,” said Paul Gu, Co-founder and CEO of Upstart. “In Q3, our technology and marketing advances helped drive record Contribution Profit, our secured products reached positive Contribution Margin a quarter ahead of plan, and we supported platform growth with proportionately less equity capital. Macro is putting pressure on our near-term outlook, but the progress we’re making gives me more confidence than ever in Upstart’s long-term potential.”

Third Quarter 2026 Highlights

  • Originations: $4.1 billion, up 44% year-over-year (“YoY”). A record 574,089 loans originated, up 34% YoY.
  • Total Revenue: $371 million, up 34% YoY. Revenue from fees was a record $364 million, up 41% YoY.
  • Income from Operations: $36.0 million, compared to $23.7 million in Q3 2025.
  • Net Income: $36.6 million, up 15% YoY from $31.8 million in Q3 2025. Diluted net income per share was $0.33, compared with $0.23 in Q3 2025.
  • Contribution Profit: All-time high of $218 million, up 48% YoY. Contribution Margin was 60%, versus 57% in Q3 2025.
  • Adjusted EBITDA: $89.3 million, up 26% YoY from $71.2 million in Q3 2025. Adjusted EBITDA Margin was 24%, down from 26% in Q3 2025.

Results by Product Category1

  • Unsecured: Revenue from fees was $330 million, up 30% YoY. Contribution Profit was $212 million, up 35% YoY, while Contribution Margin was 64%, up 2 percentage points from 62% in both Q3 2025 and Q2 2026.
  • Secured (Auto and Home): Combined Contribution Margin was positive 17%, up from negative 179% in Q3 2025 and up 52 percentage points from negative 35% in Q2 2026. This category reached positive Contribution Margin one quarter ahead of target.

Financial Outlook

For full-year 2026, Upstart expects:

  • Revenue From Fees of approximately $1.32 billion
  • Total Revenue of approximately $1.35 billion
  • Adjusted EBITDA (Margin % of Total Revenue) of approximately $260 million (19%)

Conference Call and Webcast Information

  • Live Conference Call and Webcast at 5:00 a.m. PT / 8:00 a.m. ET on November 3, 2026. To access the call in the United States and Canada: 800-330-6710, conference code 9806820. To access the call outside of the United States and Canada: +1 312-471-1353, conference code 9806820. A webcast is available at ir.upstart.com.
  • Event Replay: A webcast of the event will be archived for one year at ir.upstart.com.

 

1 This disaggregation does not represent the Company’s operating segments under U.S. GAAP. While Unsecured Lending is a reportable segment, Secured Products include two operating segments, Auto Lending and Other.

About Upstart

Upstart (NASDAQ: UPST) is the leading AI lending marketplace, connecting millions of consumers to more than 100 banks and credit unions that leverage Upstart’s AI models and cloud applications to deliver superior credit products. With Upstart AI, lenders can approve more borrowers at lower rates while delivering the exceptional digital-first experience customers demand. More than 90% of loans are fully automated, with no human intervention by Upstart. Founded in 2012, Upstart’s platform includes personal loans, automotive loans, home equity lines of credit, and Upstart’s new Cash Line product, a revolving line of credit. Upstart is based in Burlingame, California.

Forward-Looking Statements

This press release contains 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, including, but not limited to, statements regarding our outlook for the full-year of 2026 and beyond. These statements may include words such as “anticipate”, “becoming”, “believe”, “can have”, “continue”, “could”, “estimate”, “expect”, “intend”, “likely”, “look forward”, “may”, “ongoing,” “plan”, “potential”, “predict”, “project”, “should”, “target”, “will”, “would,” or the negative of these terms or other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events that do not relate strictly to historical or current facts. Forward-looking statements give our current expectations and projections relating to our financial condition; macroeconomic factors; plans; objectives; product development; growth opportunities and the sustainability of our business and market position; assumptions; risks; future performance; business; investments; and results of operations, including revenue (including revenue from fees and net interest income (loss)), contribution margin, net income (loss), Adjusted EBITDA, basic weighted-average share count, and diluted weighted-average share count. Forward-looking statements are based on information available at the time those statements are made or management’s good faith beliefs and assumptions as of that time with respect to future events, including assumptions regarding macroeconomic conditions, credit performance, funding availability, and competitive dynamics, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in, or suggested by, the forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results. Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

More information about factors that could affect our results of operations and risks and uncertainties are provided in our public filings with the Securities and Exchange Commission (the “SEC”), including “Risk Factors” in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which may be obtained by visiting our investor relations website at ir.upstart.com or the SEC’s website at www.sec.gov. These risks and uncertainties include, but are not limited to, our ability to manage the adverse effects of macroeconomic conditions and disruptions in the banking sector and credit markets, including inflation and related changes in interest rates and monetary policy; our ability to access sufficient loan funding, including through securitizations, committed capital and other co-investment arrangements, whole loan sales, and warehouse credit facilities; the effectiveness of our credit decisioning models and risk management efforts, including reflecting the impact of macroeconomic conditions on borrowers’ credit risk; our ability to retain existing, and attract new, lending partners; our future growth prospects and financial performance; our ability to manage risks associated with the loans on our balance sheet; our ability to improve and expand our platform and products; and our ability to operate successfully in a highly-regulated industry. Moreover, we operate in very competitive and rapidly changing environments, and new risks may emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Additional information will be available in other future reports that we file with the SEC from time to time, which could cause actual results to vary from expectations.

Key Operating Metrics and Non-GAAP Financial Measures

Beginning in the second quarter of 2026, we refer to the metrics “Transaction Volume, Dollars” and “Transaction Volume, Number of Loans” as “Originations, Dollars” and “Originations, Number of Loans,” respectively, to reflect management’s internal terminology. We define Originations, Dollars as the aggregate of: (i) the total principal of loan originations for personal loans, small dollar loans, and auto loans, (ii) committed amounts for HELOCs, and (iii) drawn amounts for unsecured revolving credit lines (Cash Line), in each case facilitated on our marketplace during the periods presented. We define Originations, Number of Loans as the total number of such originations, commitments, and draws, as applicable, facilitated on our marketplace during the periods presented. We believe these metrics are good proxies for our overall scale and reach as a marketplace.

We define Conversion Rate as the Originations, Number of Loans in a period divided by the total number of rate inquiries received that we estimate to be legitimate, which we record when a borrower actively requests a loan offer on our platform. We track this metric to understand the impact of improvements to the efficiency of our borrower funnel on our overall growth. Cash Line is excluded because those borrowers may make multiple draws after the line has been initially approved, and those subsequent draws do not represent additional conversions.

We define Percentage of Loans Fully Automated as the total number of loans in a given period originated end-to-end with no human involvement required by the Company divided by the Originations, Number of Loans in the same period. Cash Line is excluded because those borrowers may make multiple draws after the line has been initially approved, and those subsequent draws do not represent additional automation. Under this definition, “originated end-to-end” means (i) from initial rate request to final funding for personal loans, including small dollar loans, and (ii) from initial rate request to loan approval for auto loans and HELOCs, due to certain jurisdictions’ local requirements and external dependencies that require human action prior to funding.

To derive Contribution Profit, we subtract the sum of borrower acquisition costs as well as borrower verification and servicing costs from revenue from fees, net. To calculate Contribution Margin we divide Contribution Profit by revenue from fees, net.

We calculate Adjusted EBITDA as net income (loss) adjusted to exclude stock-based compensation expense and certain payroll tax expenses, depreciation and amortization, expense on convertible notes, provision for income taxes, gain on debt extinguishment, net gain on lease modification and reorganization expenses, as applicable. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue. Adjusted EBITDA and Adjusted EBITDA Margin include interest expense from warehouse and risk retention facilities which is incurred in the course of earning corresponding interest income.

Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release are included below. Upstart has not reconciled the forward-looking non-GAAP measures to comparable forward-looking GAAP measures because of the potential variability and uncertainty of incurring these costs and expenses in the future. Accordingly, a reconciliation is not available without unreasonable effort.

Upstart Holdings, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

 

 

 

December 31,

 

September 30,

 

 

 

2025

 

 

 

2026

 

Assets

 

 

 

 

Cash and cash equivalents

 

$

652,388

 

 

$

461,484

 

Restricted cash

 

 

404,624

 

 

 

666,984

 

Loans (at fair value)(1)

 

 

984,552

 

 

 

940,747

 

Property, equipment, and software, net

 

 

44,174

 

 

 

51,127

 

Operating lease right of use assets

 

 

16,410

 

 

 

56,921

 

Beneficial interest assets (at fair value)

 

 

396,216

 

 

 

613,652

 

Line of credit receivable (at fair value)

 

 

112,742

 

 

 

110,110

 

Notes receivable and residual certificates (at fair value)

 

 

97,416

 

 

 

144,613

 

Non-marketable equity securities

 

 

41,250

 

 

 

41,000

 

Goodwill

 

 

67,062

 

 

 

67,062

 

Other assets (includes $41,166 and $68,051 at fair value as of December 31, 2025 and September 30, 2026, respectively)

 

 

157,971

 

 

 

185,342

 

Total assets

 

$

2,974,805

 

 

$

3,339,042

 

Liabilities and Stockholders’ Equity

 

 

 

 

Liabilities:

 

 

 

 

Payable to investors

 

$

107,659

 

 

$

166,729

 

Borrowings

 

 

1,829,145

 

 

 

2,027,322

 

Payable to securitization note holders (at fair value)

 

 

46,542

 

 

 

25,505

 

Accrued expenses and other liabilities (includes $15,219 and $34,506 at fair value as of December 31, 2025 and September 30, 2026, respectively)

 

 

171,495

 

 

 

171,075

 

Operating lease liabilities

 

 

21,149

 

 

 

60,991

 

Total liabilities

 

 

2,175,990

 

 

 

2,451,622

 

Stockholders’ equity:

 

 

 

 

Common stock, $0.0001 par value; 700,000,000 shares authorized; 98,033,361 and 98,906,930 shares issued and outstanding as of December 31, 2025 and September 30, 2026, respectively

 

 

10

 

 

 

10

 

Additional paid-in capital

 

 

1,156,361

 

 

 

1,198,495

 

Accumulated deficit

 

 

(357,556

)

 

 

(311,085

)

Total stockholders’ equity

 

 

798,815

 

 

 

887,420

 

Total liabilities and stockholders’ equity

 

$

2,974,805

 

 

$

3,339,042

 

 

(1)

 

Includes $53.8 million and $28.9 million of loans, at fair value, contributed as collateral for the consolidated securitization as of December 31, 2025 and September 30, 2026, respectively.

 

Upstart Holdings, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

(In thousands, except share and per share data)

(Unaudited)

 

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

 

 

2026

 

Revenue:

 

 

 

 

 

 

 

 

Revenue from fees, net(1)

 

$

258,539

 

 

$

364,030

 

 

$

684,791

 

 

$

989,112

 

Interest income, interest expense, and fair value adjustments, net:

 

 

 

 

 

 

 

 

Interest income(3)

 

 

57,203

 

 

 

56,561

 

 

 

143,394

 

 

 

169,673

 

Interest expense(3)

 

 

(8,794

)

 

 

(12,879

)

 

 

(23,586

)

 

 

(35,780

)

Fair value and other adjustments, net(4)

 

 

(29,843

)

 

 

(37,190

)

 

 

(56,832

)

 

 

(79,561

)

Total interest income, interest expense, and fair value adjustments, net

 

 

18,566

 

 

 

6,492

 

 

 

62,976

 

 

 

54,332

 

Total revenue

 

 

277,105

 

 

 

370,522

 

 

 

747,767

 

 

 

1,043,444

 

Operating expenses:

 

 

 

 

 

 

 

 

Sales and marketing

 

 

78,844

 

 

 

102,080

 

 

 

210,919

 

 

 

321,047

 

Customer operations

 

 

49,790

 

 

 

63,339

 

 

 

136,537

 

 

 

179,753

 

Engineering and product development

 

 

64,026

 

 

 

92,652

 

 

 

190,689

 

 

 

266,624

 

General, administrative, and other

 

 

60,779

 

 

 

76,452

 

 

 

185,910

 

 

 

232,900

 

Total operating expenses

 

 

253,439

 

 

 

334,523

 

 

 

724,055

 

 

 

1,000,324

 

Income from operations

 

 

23,666

 

 

 

35,999

 

 

 

23,712

 

 

 

43,120

 

Other income, net

 

 

1,017

 

 

 

1,244

 

 

 

4,209

 

 

 

4,714

 

Gain on debt extinguishment

 

 

7,246

 

 

 

—

 

 

 

7,246

 

 

 

—

 

Net income before income taxes

 

 

31,929

 

 

 

37,243

 

 

 

35,167

 

 

 

47,834

 

Provision for income taxes

 

 

124

 

 

 

665

 

 

 

202

 

 

 

1,363

 

Net income

 

$

31,805

 

 

$

36,578

 

 

$

34,965

 

 

$

46,471

 

 

 

 

 

 

 

 

 

 

Net income per share, basic

 

$

0.33

 

 

$

0.37

 

 

$

0.37

 

 

$

0.48

 

Net income per share, diluted

 

$

0.23

 

 

$

0.33

 

 

$

0.28

 

 

$

0.44

 

Weighted-average number of shares outstanding used in computing net income per share, basic

 

 

96,682,774

 

 

 

97,998,632

 

 

 

95,503,380

 

 

 

97,162,308

 

Weighted-average number of shares outstanding used in computing net income per share, diluted

 

 

109,724,669

 

 

 

125,411,247

 

 

 

105,921,585

 

 

 

109,828,530

 

 

(1)

 

The following table presents revenue from fees disaggregated by type of service for the periods presented:

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

 

 

2026

 

Revenue from fees, net:

 

 

 

 

 

 

 

 

Platform and referral fees, net

 

$

216,882

 

$

283,139

 

$

570,702

 

$

791,823

Servicing and other fees, net

 

 

41,657

 

 

 

69,807

 

 

 

114,089

 

 

 

173,726

 

Loan sales fees(2)

 

 

—

 

 

 

11,084

 

 

 

—

 

 

 

23,563

 

Total revenue from fees, net

 

$

258,539

 

 

$

364,030

 

 

$

684,791

 

 

$

989,112

 

 

(2)

 

Beginning in the second quarter of 2026, loan sales fees, which were previously included within servicing and other fees, net, are presented as a separate component of revenue from fees, net. Amounts for the three months ended March 31, 2026 have been reclassified to conform to the current-period presentation.

(3)

 

For the three and nine months ended September 30, 2026, interest income and interest expense include dividend income earned on certain cash accounts and expense on convertible senior notes, respectively, which were previously included in other income, net. Refer to “Note 1. Description of Business and Significant Accounting Policies” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 for details.

(4)

 

The following table presents components of fair value and other adjustments, net for the periods presented:

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

 

 

2026

 

Fair value and other adjustments, net:

 

 

 

 

 

 

 

 

Unrealized loss on loans, loan charge-offs, and other fair value adjustments, net

 

$

(15,545

)

 

$

(26,864

)

 

$

(55,749

)

 

$

(60,637

)

Fair value adjustments and realized losses on beneficial interests, net

 

 

(13,985

)

 

 

(7,067

)

 

 

(2,608

)

 

 

(2,340

)

Realized gain (loss) on sale of loans, net

 

 

(313

)

 

 

(3,259

)

 

 

1,525

 

 

 

(16,584

)

Total fair value and other adjustments, net

 

$

(29,843

)

 

$

(37,190

)

 

$

(56,832

)

 

$

(79,561

)

 

Upstart Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

Nine Months Ended

September 30,

 

 

 

2025

 

 

 

2026

 

Cash flows from operating activities

 

 

 

 

Net income

 

$

34,965

 

 

$

46,471

 

Adjustments to reconcile net income to net cash used in operating activities

 

 

 

 

Change in fair value of loans

 

 

(83,448

)

 

 

110,989

 

Change in fair value of servicing assets

 

 

12,795

 

 

 

17,753

 

Change in fair value of servicing liabilities

 

 

(1,009

)

 

 

(4,514

)

Change in fair value of beneficial interest assets

 

 

(16,205

)

 

 

(15,386

)

Change in fair value of beneficial interest liabilities

 

 

18,813

 

 

 

17,726

 

Change in fair value of other financial instruments

 

 

(5,529

)

 

 

(473

)

Stock-based compensation

 

 

99,497

 

 

 

119,232

 

Gain on loan servicing rights, net

 

 

(20,376

)

 

 

(37,481

)

Gain on debt extinguishment

 

 

(7,246

)

 

 

—

 

Depreciation and amortization

 

 

18,374

 

 

 

19,103

 

Loan premium amortization

 

 

(33,560

)

 

 

(32,833

)

Non-cash interest expense and other

 

 

5,219

 

 

 

11,982

 

Net changes in operating assets and liabilities:

 

 

 

 

Purchases and originations of loans held-for-sale

 

 

(6,410,254

)

 

 

(9,721,430

)

Proceeds from sale of loans held-for-sale

 

 

5,994,691

 

 

 

9,038,098

 

Principal payments received for loans held-for-sale

 

 

138,545

 

 

 

142,001

 

Principal payments received for loans held by consolidated securitization

 

 

29,772

 

 

 

21,540

 

Settlements of beneficial interest liabilities, net

 

 

(15,716

)

 

 

(2,251

)

Proceeds from beneficial interest assets (derivatives)

 

 

4,096

 

 

 

14,167

 

Settlements of beneficial interest assets (derivatives)

 

 

(1,659

)

 

 

(5,331

)

Other assets

 

 

3,825

 

 

 

(9,422

)

Operating lease liability and right-of-use asset

 

 

(918

)

 

 

(669

)

Accrued expenses and other liabilities

 

 

(20,949

)

 

 

(18,953

)

Net cash used in operating activities

 

 

(256,277

)

 

 

(289,681

)

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Purchases and originations of loans held-for-investment

 

$

(666,049

)

 

$

(870,246

)

Proceeds from sale of loans held-for-investment

 

 

51,195

 

 

 

628,324

 

Principal payments received for loans held-for-investment

 

 

221,996

 

 

 

244,315

 

Principal payments received for notes receivable and repayments of residual certificates

 

 

12,895

 

 

 

45,456

 

Acquisition and settlements of beneficial interest assets (hybrid instruments)

 

 

(1,608

)

 

 

(10,138

)

Proceeds from beneficial interest assets (hybrid instruments)

 

 

94,229

 

 

 

191,038

 

Issuance of line of credit receivable

 

 

(7,862

)

 

 

(721

)

Repayments of line of credit receivable

 

 

783

 

 

 

2,791

 

Purchases of property and equipment

 

 

(190

)

 

 

(5,672

)

Capitalized software costs

 

 

(14,298

)

 

 

(13,003

)

Net cash provided by (used in) investing activities

 

 

(308,909

)

 

 

212,144

 

Cash flows from financing activities

 

 

 

 

Proceeds from borrowings

 

$

212,848

 

 

$

771,672

 

Proceeds from convertible notes issuance, net of debt issuance costs paid to lender

 

 

678,270

 

 

 

—

 

Payment of debt issuance costs to third parties

 

 

(3,144

)

 

 

—

 

Repayments of borrowings

 

 

(207,494

)

 

 

(511,831

)

Repurchases and repayments of convertible notes

 

 

(224,154

)

 

 

(66,544

)

Purchase of capped calls, net

 

 

(54,636

)

 

 

—

 

Principal payments made on securitization notes

 

 

(32,023

)

 

 

(20,640

)

Payable to investors

 

 

33,227

 

 

 

59,070

 

Net proceeds related to stock-based award activities

 

 

22,934

 

 

 

17,323

 

Repurchases of stock

 

 

—

 

 

 

(100,057

)

Net cash provided by financing activities

 

 

425,828

 

 

 

148,993

 

Change in cash, cash equivalents and restricted cash

 

 

(139,358

)

 

 

71,456

 

Cash, cash equivalents and restricted cash

 

 

 

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

976,263

 

 

 

1,057,012

 

Cash, cash equivalents and restricted cash at end of period

 

$

836,905

 

 

$

1,128,468

 

 

Upstart Holdings, Inc.

Key Operating and Non-GAAP Financial Metrics

(In thousands, except per share data and ratios, or as noted)

(Unaudited)

 

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

 

 

2026

 

Originations, Dollars

 

$

2,854,296

 

 

$

4,117,800

 

 

$

7,808,302

 

 

$

11,790,116

 

Originations, Number of Loans(1)

 

 

428,056

 

 

 

574,089

 

 

 

1,041,361

 

 

 

1,557,459

 

Conversion Rate(2)

 

 

19.4

%

 

 

18.6

%

 

 

19.4

%

 

 

18.9

%

Percentage of Loans Fully Automated

 

 

91

%

 

 

90

%

 

 

91

%

 

 

91

%

 

 

 

 

 

 

 

 

 

Contribution Profit

 

$

147,406

 

 

$

217,970

 

 

$

390,321

 

 

$

548,375

 

Contribution Margin

 

 

57

%

 

 

60

%

 

 

57

%

 

 

55

%

Adjusted EBITDA

 

$

71,162

 

 

$

89,332

 

 

$

166,792

 

 

$

206,706

 

Adjusted EBITDA Margin

 

 

26

%

 

 

24

%

 

 

22

%

 

 

20

%

 

(1)

 

Originations, Number of Loans is shown in ones for the periods presented.

(2)

 

Beginning in the fourth quarter of 2025, we revised the definition and underlying calculation methodology of Conversion Rate. Prior period figures have been recast to conform to the new definition and methodology. For additional information regarding this change, see “Key Operating and Non-GAAP Financial Metrics” in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition, we intend to discontinue reporting this metric beginning in the first quarter of 2027. See “Key Operating and Non-GAAP Financial Metrics” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 for additional information.

The following table provides disaggregated information for Originations, Dollars and Originations, Number of Loans for the periods presented:

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

 

 

2026

 

Originations, Dollars

 

 

 

 

 

 

 

 

Unsecured Lending(1)

 

$

2,654,301

 

$

3,531,378

 

$

7,317,926

 

$

10,208,908

Other(2)

 

 

199,995

 

 

 

586,422

 

 

 

490,376

 

 

 

1,581,208

 

Total

 

$

2,854,296

 

 

$

4,117,800

 

 

$

7,808,302

 

 

$

11,790,116

 

 

 

 

 

 

 

 

 

 

Originations, Number of Loans(3)

 

 

 

 

 

 

 

 

Unsecured Lending(1)

 

 

420,089

 

 

 

549,415

 

 

 

1,023,713

 

 

 

1,495,460

 

Other(2)

 

 

7,967

 

 

 

24,674

 

 

 

17,648

 

 

 

61,999

 

Total

 

 

428,056

 

 

 

574,089

 

 

 

1,041,361

 

 

 

1,557,459

 

 

(1)

 

Refer to “Note 14. Segment Information” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 for additional information regarding our Unsecured Lending segment and related Contribution Profit.

(2)

 

Includes Auto Lending and Other operating segments, which did not meet the separate reporting or aggregation criteria under GAAP.

(3)

 

Originations, Number of Loans, is shown in ones for the periods presented.

The following table presents financial information, including Contribution Profit, for our Unsecured Lending segment:

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

 

 

2026

 

Unsecured Lending(1)

 

 

 

 

 

 

 

 

Revenue from fees, net

 

$

253,192

 

 

$

329,939

 

 

$

672,254

 

 

$

921,634

 

Borrower acquisition costs(2)

 

 

(61,771

)

 

 

(76,280

)

 

 

(164,161

)

 

 

(241,371

)

Borrower verification and servicing costs(3)

 

 

(34,445

)

 

 

(41,522

)

 

 

(96,085

)

 

 

(118,924

)

Contribution Profit for Unsecured Lending

 

$

156,976

 

 

$

212,137

 

 

$

412,008

 

 

$

561,339

 

 

(1)

 

Beginning in the second quarter of 2026, we renamed our Personal Lending operating segment to Unsecured Lending. The name change was administrative in nature and had no impact to the segment results or our condensed consolidated financial statements.

(2)

 

Borrower acquisition costs consist of our sales and marketing expenses adjusted to exclude costs not directly attributable to attracting a new borrower, such as payroll-related expenses for our business development and marketing teams, as well as other operational, brand awareness and marketing activities. These costs do not include reorganization expenses.

(3)

 

Borrower verification and servicing costs consist of payroll and other personnel-related expenses for personnel engaged in loan onboarding, verification and servicing, as well as servicing system costs. It excludes payroll and personnel-related expenses and stock-based compensation for certain members of our customer operations team whose work is not directly attributable to onboarding and servicing loans. These costs do not include reorganization expenses.

The following table presents a reconciliation of total Contribution Profit to Net income before income taxes:

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

 

 

2026

 

Contribution Profit – Unsecured Lending

 

$

156,976

 

 

$

212,137

 

 

$

412,008

 

 

$

561,339

 

Reconciling items:

 

 

 

 

 

 

 

 

Contribution Profit/(Loss) – Other Segments(1)

 

 

(9,570

)

 

 

5,833

 

 

 

(21,687

)

 

 

(12,964

)

Sales and marketing, net of borrower acquisition costs(2)

 

 

(11,582

)

 

 

(10,883

)

 

 

(34,160

)

 

 

(35,309

)

Customer operations, net of borrower verification and servicing costs(3)

 

 

(5,919

)

 

 

(8,476

)

 

 

(18,826

)

 

 

(24,754

)

Engineering and product development

 

 

(64,026

)

 

 

(92,652

)

 

 

(190,689

)

 

 

(266,624

)

General, administrative, and other

 

 

(60,779

)

 

 

(76,452

)

 

 

(185,910

)

 

 

(232,900

)

Interest income, interest expense, and fair value adjustments, net

 

 

18,566

 

 

 

6,492

 

 

 

62,976

 

 

 

54,332

 

Other income, net

 

 

1,017

 

 

 

1,244

 

 

 

4,209

 

 

 

4,714

 

Gain on debt extinguishment

 

 

7,246

 

 

 

—

 

 

 

7,246

 

 

 

—

 

Net income before income taxes

 

$

31,929

 

 

$

37,243

 

 

$

35,167

 

 

$

47,834

 

 

(1)

 

Includes Auto Lending and Other operating segments, which did not meet the separate reporting or aggregation criteria under GAAP.

(2)

 

Borrower acquisition costs were $67.3 million and $91.2 million for the three months ended September 30, 2025 and 2026, respectively, and were $176.8 million and $285.7 million for the nine months ended September 30, 2025 and 2026, respectively.

(3)

 

Borrower verification and servicing costs were $43.9 million and $54.9 million for the three months ended September 30, 2025 and 2026, respectively, and were $117.7 million and $155.0 million for the nine months ended September 30, 2025 and 2026, respectively.

 

Upstart Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except per share data and ratios, or as noted)

(Unaudited)

 

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

 

 

2026

 

Revenue from fees, net

 

$

258,539

 

 

$

364,030

 

 

$

684,791

 

 

$

989,112

 

Income from operations

 

 

23,666

 

 

 

35,999

 

 

 

23,712

 

 

 

43,120

 

Operating Margin

 

 

9

%

 

 

10

%

 

 

3

%

 

 

4

%

Sales and marketing, net of borrower acquisition costs(1)

 

$

11,582

 

 

$

10,883

 

 

$

34,160

 

 

$

35,309

 

Customer operations, net of borrower verification and servicing costs(2)

 

 

5,919

 

 

 

8,476

 

 

 

18,826

 

 

 

24,754

 

Engineering and product development

 

 

64,026

 

 

 

92,652

 

 

 

190,689

 

 

 

266,624

 

General, administrative, and other

 

 

60,779

 

 

 

76,452

 

 

 

185,910

 

 

 

232,900

 

Interest income, interest expense, and fair value adjustments, net

 

 

(18,566

)

 

 

(6,492

)

 

 

(62,976

)

 

 

(54,332

)

Contribution Profit

 

$

147,406

 

 

$

217,970

 

 

$

390,321

 

 

$

548,375

 

Contribution Margin

 

 

57

%

 

 

60

%

 

 

57

%

 

 

55

%

 

(1)

 

Borrower acquisition costs were $67.3 million and $91.2 million for the three months ended September 30, 2025 and 2026, respectively, and were $176.8 million and $285.7 million for the nine months ended September 30, 2025 and 2026, respectively.

(2)

 

Borrower verification and servicing costs were $43.9 million and $54.9 million for the three months ended September 30, 2025 and 2026, respectively, and were $117.7 million and $155.0 million for the nine months ended September 30, 2025 and 2026, respectively.

 

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

 

 

2026

 

Total revenue

 

$

277,105

 

 

$

370,522

 

 

$

747,767

 

 

$

1,043,444

 

Net income

 

 

31,805

 

 

 

36,578

 

 

 

34,965

 

 

 

46,471

 

Net Income Margin

 

 

11

%

 

 

10

%

 

 

5

%

 

 

4

%

Adjusted to exclude the following:

 

 

 

 

 

 

 

 

Stock-based compensation and certain payroll tax expenses(1)

 

$

35,404

 

 

$

40,945

 

 

$

105,681

 

 

$

122,938

 

Depreciation and amortization

 

 

6,131

 

 

 

6,119

 

 

 

18,374

 

 

 

19,103

 

Reorganization expenses

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,678

 

Expense on convertible notes

 

 

4,944

 

 

 

5,025

 

 

 

14,816

 

 

 

15,153

 

Gain on debt extinguishment

 

 

(7,246

)

 

 

—

 

 

 

(7,246

)

 

 

—

 

Provision for income taxes

 

 

124

 

 

 

665

 

 

 

202

 

 

 

1,363

 

Adjusted EBITDA

 

$

71,162

 

 

$

89,332

 

 

$

166,792

 

 

$

206,706

 

Adjusted EBITDA Margin

 

 

26

%

 

 

24

%

 

 

22

%

 

 

20

%

 

(1)

 

Payroll tax expenses include the employer payroll tax-related expense on employee stock transactions, as the amount is dependent on our stock price and other factors that are beyond our control and do not correlate to the operation of our business.

 

Investors

Sonya Banerjee

[email protected]

Press

Eric Smith

[email protected]

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Professional Services Technology Finance Fintech Artificial Intelligence Banking Personal Finance

MEDIA:

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Angel Oak Mortgage REIT, Inc. Reports Third Quarter 2026 Financial Results

Angel Oak Mortgage REIT, Inc. Reports Third Quarter 2026 Financial Results

ATLANTA–(BUSINESS WIRE)–Angel Oak Mortgage REIT, Inc. (NYSE: AOMR) (the “Company,” “we,” and “our”),a leading real estate finance company focused on acquiring and investing in first and second lien non-QM loans and other mortgage-related assets in the U.S. mortgage market, today reported financial results for the quarter ended September 30, 2026.

Third Quarter and Year to Date 2026 Highlights

  • Q3 2026 GAAP net loss of $(16.7) million, or $(0.72) per diluted share of common stock.

  • Q3 2026 net interest income of $10.2 million, an increase of 55bps versus Q3 2025 net interest income.

  • Net interest income of $33.1 million for the nine months ended September 30, 2026, an increase of 9.5% compared to the nine months ended September 30, 2025.

  • Q3 2026 GAAP book value of $8.97 per share and economic book value of $11.45 per share, decreases of 11.5% and 6.5%, respectively, compared to the second quarter of 2026.

  • Q3 2026 Distributable Earnings of $6.4 million, or $0.28 per diluted share of common stock.

  • Declared a dividend of $0.32 per share of common stock, which will be paid on November 30, 2026, to common stockholders of record as of November 23, 2026.

Sreeni Prabhu, Chief Executive Officer and President of Angel Oak Mortgage REIT, Inc., said, “During the third quarter, we completed two securitizations early in the period, ahead of the bulk of the increase in rates. These transactions underscore the benefits of our consistent, deliberate approach to securitizations, which remains an important component of our financing and risk management strategy. While the higher-rate environment has created near-term pressure on portfolio valuations and what we believe to be a short term squeeze on the potential returns on new investments, we remain confident in the underlying credit performance of our portfolio. We continue to deploy capital selectively and maintain the disciplined underwriting standards that have guided our strategy, with a focus on preserving long-term credit performance rather than pursuing incremental returns in a more challenging market.”

Portfolio and Investment Activity

  • During the quarter ended September 30, 2026, we purchased $233 million of newly-originated, current market coupon non-QM residential mortgage loans and home equity lines of credit (“HELOCs”), with a weighted average coupon of 7.29%, weighted average combined loan-to-value ratio (“CLTV”) of 69.8% and non-zero weighted average credit score of 758.

  • As of September 30, 2026, the weighted average coupon of our residential whole loans portfolio was 7.21%, marking a 17 basis point decrease compared to December 31, 2025.

Capital Markets Activity

As of September 30, 2026, the Company was a party to four loan financing lines which permit borrowings in an aggregate amount of up to $1.3 billion, of which approximately $255 million was drawn, leaving capacity of approximately $1 billion for new loan purchases.

Balance Sheet

  • Target assets totaled $2.8 billion as of September 30, 2026.

  • The Company held residential mortgage whole loans awaiting securitization with fair value of $303.7 million as of September 30, 2026.

  • As of September 30, 2026, the Company’s recourse debt to equity ratio was 2X. The Company’s recourse debt to equity ratio decreased to approximately 1.2X following the AOMT 2026-6 securitization in October 2026.

Dividend

On November 3, 2026, the Company declared a dividend of $0.32 per share of common stock, to be paid on November 30, 2026 to common stockholders of record as of November 23, 2026.

Conference Call and Webcast Information

The Company will host a live conference call and webcast today, November 3, 2026, at 8:30 a.m. Eastern time. To listen to the live webcast, go to the Investors section of the Company’s website at www.angeloakreit.com at least 15 minutes prior to the scheduled start time in order to register and install any necessary audio software.

To Participate in the Telephone Conference Call:

Dial in at least 15 minutes prior to start time.

Domestic: 1-800-717-1738

International: 1-646-307-1865

Conference Call Playback:

Domestic: 1-844-512-2921

International: 1-412-317-6671

Pass code: 1177953

The playback can be accessed through November 17, 2026.

Non-GAAP Metrics

Distributable Earnings is a non‑GAAP measure and is defined as net income (loss) allocable to common stockholders as calculated in accordance with generally accepted accounting principles in the United States of America (“GAAP”), excluding (1) unrealized gains and losses on our aggregate portfolio, (2) impairment losses, (3) extinguishment of debt, (4) non-cash equity compensation expense, (5) the incentive fee earned by Falcons I, LLC, our external manager (our “Manager”), (6) realized gains or losses on swap terminations and (7) certain other nonrecurring gains or losses. We believe that the presentation of Distributable Earnings provides investors with a useful measure to facilitate comparisons of financial performance among our real estate investment trust (“REIT”) peers, but has important limitations. We believe Distributable Earnings as described above helps evaluate our financial performance without the impact of certain transactions but is of limited usefulness as an analytical tool. Therefore, Distributable Earnings should not be viewed in isolation and is not a substitute for net income computed in accordance with GAAP. Our methodology for calculating Distributable Earnings may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and as a result, our Distributable Earnings may not be comparable to similar measures presented by other REITs.

Distributable Earnings Return on Average Equity is a non-GAAP measure and is defined as annual or annualized Distributable Earnings divided by average total stockholders’ equity. We believe that the presentation of Distributable Earnings Return on Average Equity provides investors with a useful measure to facilitate comparisons of financial performance among our REIT peers, but has important limitations. Additionally, we believe Distributable Earnings Return on Average Equity provides investors with additional detail on the Distributable Earnings generated by our invested equity capital. We believe Distributable Earnings Return on Average Equity as described above helps evaluate our financial performance without the impact of certain transactions but is of limited usefulness as an analytical tool. Therefore, Distributable Earnings Return on Average Equity should not be viewed in isolation and is not a substitute for net income computed in accordance with GAAP. Our methodology for calculating Distributable Earnings Return on Average Equity may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and as a result, our Distributable Earnings Return on Average Equity may not be comparable to similar measures presented by other REITs.

Economic book value is a non-GAAP financial measure of our financial position. To calculate our economic book value, the portions of our non-recourse financing obligation held at amortized cost are adjusted to fair value. These adjustments are also reflected in our end of period total stockholders’ equity. Management considers economic book value to provide investors with a useful supplemental measure to evaluate our financial position as it reflects the impact of fair value changes for our legally held retained bonds, irrespective of the accounting model applied for GAAP reporting purposes. Economic book value does not represent and should not be considered as a substitute for book value per share of common stock or stockholders’ equity, as determined in accordance with GAAP, and our calculation of this measure may not be comparable to similarly titled measures reported by other companies.

Forward-Looking Statements

This press release contains certain forward-looking statements that are subject to various risks and uncertainties, including, without limitation, statements relating to the performance of the Company’s investments. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “believe,” “could,” “project,” “predict,” “continue,” or by the negative of these words and phrases or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe existing or future plans and strategies, contain projections of results of operations, liquidity and/or financial condition, or state other forward-looking information. The Company’s ability to predict future events or conditions or their impact or the actual effect of existing or future plans or strategies is inherently uncertain. Although the Company believes that such forward-looking statements are based on reasonable assumptions, actual results and performance in the future could differ materially from those set forth in or implied by such forward-looking statements. You are cautioned not to place undue reliance on these forward‐looking statements, which reflect the Company’s views only as of the date of this press release. Additional information concerning factors that could cause actual results and performance to differ materially from these forward-looking statements is contained from time to time in the Company’s filings with the Securities and Exchange Commission. Except as required by applicable law, neither the Company nor any other person assumes responsibility for the accuracy and completeness of the forward‐looking statements. The Company does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.

About Angel Oak Mortgage REIT, Inc.

Angel Oak Mortgage REIT, Inc. is a real estate finance company focused on acquiring and investing in first and second lien non-QM loans and other mortgage-related assets in the U.S. mortgage market. The Company’s objective is to generate attractive risk-adjusted returns for its stockholders through cash distributions and capital appreciation across interest rate and credit cycles. The Company is externally managed and advised by an affiliate of Angel Oak Capital Advisors, LLC, which, collectively with its affiliates, is a leading alternative credit manager with market leadership in mortgage credit that includes asset management, lending, and capital markets. Additional information about the Company is available at www.angeloakreit.com

Angel Oak Mortgage REIT, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

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

 

 

Three Months Ended

 

Nine Months Ended

 

September 30, 2026

 

September 30, 2025

 

September 30, 2026

 

September 30, 2025

INTEREST INCOME, NET

 

 

 

 

 

 

 

Interest income

$

42,459

 

 

$

36,659

 

 

$

124,551

 

 

$

104,620

 

Interest expense

 

32,223

 

 

 

26,479

 

 

 

91,464

 

 

 

74,414

 

NET INTEREST INCOME

$

10,236

 

 

$

10,180

 

 

$

33,087

 

 

$

30,206

 

 

 

 

 

 

 

 

 

REALIZED AND UNREALIZED GAINS (LOSSES), NET

 

 

 

 

 

 

 

Net realized gain (loss) on mortgage loans, derivative contracts, RMBS, and CMBS

$

1,757

 

 

$

(6,557

)

 

$

513

 

 

$

(12,238

)

Net unrealized gain (loss) on mortgage loans, portion of debt at fair value option, derivative contracts, and trading securities

 

(22,619

)

 

 

11,280

 

 

 

(39,428

)

 

 

26,329

 

TOTAL REALIZED AND UNREALIZED GAINS (LOSSES), NET

$

(20,862

)

 

$

4,723

 

 

$

(38,915

)

 

$

14,091

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

Operating expenses

$

2,105

 

 

$

1,117

 

 

$

5,331

 

 

$

3,653

 

Operating expenses incurred with affiliate

 

559

 

 

 

510

 

 

 

1,678

 

 

 

1,379

 

Stock compensation

 

459

 

 

 

398

 

 

 

1,305

 

 

 

930

 

Securitization costs

 

1,833

 

 

 

—

 

 

 

3,235

 

 

 

1,866

 

Management fee incurred with affiliate

 

1,091

 

 

 

1,161

 

 

 

3,322

 

 

 

3,454

 

Total operating expenses

$

6,047

 

 

$

3,186

 

 

$

14,871

 

 

$

11,282

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

$

(16,673

)

 

$

11,717

 

 

$

(20,699

)

 

$

33,015

 

Income tax expense (benefit)

 

—

 

 

 

307

 

 

 

—

 

 

 

307

 

NET INCOME (LOSS) ALLOCABLE TO COMMON STOCKHOLDERS

$

(16,673

)

 

$

11,410

 

 

$

(20,699

)

 

$

32,708

 

Other comprehensive income (loss)

 

(1,857

)

 

 

3,665

 

 

 

(765

)

 

 

2,479

 

TOTAL COMPREHENSIVE INCOME (LOSS)

$

(18,530

)

 

$

15,075

 

 

$

(21,464

)

 

$

35,187

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common share

$

(0.72

)

 

$

0.49

 

 

$

(0.87

)

 

$

1.40

 

Diluted earnings (loss) per common share

$

(0.72

)

 

$

0.46

 

 

$

(0.87

)

 

$

1.36

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

Basic

 

23,167,436

 

 

 

23,043,587

 

 

 

23,957,077

 

 

 

23,320,200

 

Diluted

 

23,167,436

 

 

 

24,560,881

 

 

 

23,957,077

 

 

 

24,014,840

 

 

Angel Oak Mortgage REIT, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

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

 

 

As of:

 

September 30, 2026

 

December 31, 2025

ASSETS

 

 

 

Residential mortgage loans – at fair value

$

303,713

 

 

$

294,134

 

Residential mortgage loans in securitization trusts – at fair value

 

2,273,583

 

 

 

2,076,776

 

RMBS – at fair value

 

209,178

 

 

 

280,005

 

Cash and cash equivalents

 

49,130

 

 

 

41,619

 

Restricted cash

 

—

 

 

 

3,666

 

Principal and interest receivable

 

12,543

 

 

 

10,354

 

TBA securities and interest rate futures contracts – at fair value

 

5,138

 

 

 

240

 

Other assets

 

44,905

 

 

 

42,984

 

Total assets

$

2,898,190

 

 

$

2,749,778

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

LIABILITIES

 

 

 

Notes payable

$

255,027

 

 

$

218,757

 

Non-recourse securitization obligation, collateralized by residential mortgage loans in securitization trusts (see Note 2)

 

2,118,434

 

 

 

1,915,321

 

Securities sold under agreements to repurchase

 

65,068

 

 

 

54,041

 

Senior unsecured notes

 

89,708

 

 

 

89,023

 

TBA securities and interest rate futures contracts – at fair value

 

—

 

 

 

32

 

Due to broker

 

154,696

 

 

 

198,191

 

Accrued expenses

 

2,787

 

 

 

2,021

 

Accrued expenses payable to affiliate

 

634

 

 

 

783

 

Interest payable

 

2,043

 

 

 

3,423

 

Management fee payable to affiliate

 

40

 

 

 

663

 

Total liabilities

$

2,688,437

 

 

$

2,482,255

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

Common stock, $0.01 par value. As of September 30, 2026: 350,000,000 shares authorized, 23,395,874 shares issued and outstanding. As of December 31, 2025: 350,000,000 shares authorized, 24,914,647 shares issued and outstanding.

$

232

 

 

$

249

 

Additional paid-in capital

 

461,477

 

 

 

474,577

 

Accumulated other comprehensive income (loss)

 

(2,077

)

 

 

(1,314

)

Retained earnings (deficit)

 

(249,879

)

 

 

(205,989

)

Total stockholders’ equity

$

209,753

 

 

$

267,523

 

Total liabilities and stockholders’ equity

$

2,898,190

 

 

$

2,749,778

 

 

Angel Oak Mortgage REIT, Inc.

Reconciliation of Net Income (Loss) to Distributable Earnings

and Distributable Earnings Return on Average Equity

(Unaudited)

 

 

Three Months Ended

 

Nine Months Ended

 

September 30, 2026

 

September 30, 2025

 

September 30, 2026

 

September 30, 2025

 

(in thousands)

Net income (loss) allocable to common stockholders

$

(16,673

)

 

$

11,410

 

 

$

(20,699

)

 

$

32,708

 

Adjustments:

 

 

 

 

 

 

 

Net unrealized (gains) losses on trading securities

 

(1,012

)

 

 

2,005

 

 

 

502

 

 

 

(1,861

)

Net unrealized (gains) losses on derivatives

 

(3,649

)

 

 

(4,990

)

 

 

(4,929

)

 

 

881

 

Net unrealized (gains) losses on residential loans in securitization trusts and non-recourse securitization obligation

 

22,411

 

 

 

(3,995

)

 

 

33,531

 

 

 

(20,199

)

Net unrealized (gains) losses on residential loans

 

4,869

 

 

 

(4,299

)

 

 

10,472

 

 

 

(5,149

)

Net unrealized (gains) losses on commercial loans

 

—

 

 

 

—

 

 

 

(149

)

 

 

—

 

Stock compensation expense

 

459

 

 

 

398

 

 

 

1,305

 

 

 

930

 

Distributable Earnings

$

6,405

 

 

$

529

 

 

$

20,033

 

 

$

7,310

 

 

 

Three Months Ended

 

Nine Months Ended

 

September 30, 2026

 

September 30, 2025

 

September 30, 2026

 

September 30, 2025

 

($ in thousands)

Annualized Distributable Earnings

$

25,620

 

 

$

2,116

 

 

$

26,711

 

 

$

9,747

 

Average total stockholders’ equity

$

222,309

 

 

$

255,276

 

 

$

233,840

 

 

$

250,250

 

Distributable Earnings Return on Average Equity

 

11.5

%

 

 

0.8

%

 

 

11.4

%

 

 

3.9

%

 

Angel Oak Mortgage REIT, Inc.

Reconciliation of Stockholders’ Equity to Stockholders’ Equity Including Economic Book Value Adjustments

and Economic Book Value per Share of Common Stock

(Unaudited)

 

 

September 30, 2026

June 30, 2026

March 31, 2026

December 31, 2025

September 30, 2025

 

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

GAAP total stockholders’ equity

$

209,753

$

234,865

$

256,902

$

267,523

$

264,165

 

Adjustments:

 

 

 

 

 

Fair value adjustment for securitized debt held at amortized cost

 

58,111

 

48,833

 

48,958

 

48,789

 

52,770

Stockholders’ equity including economic book value adjustments

$

267,864

 

283,698

$

305,860

$

316,312

$

316,935

 

 

 

 

 

 

Number of shares of common stock outstanding at period end

23,395,874

23,178,979

24,914,647

 

24,914,647

 

24,914,035

Book value per share of common stock

$

8.97

$

10.13

$

10.31

$

10.74

$

10.60

Economic book value per share of common stock

$

11.45

$

12.24

$

12.28

$

12.70

$

12.72

 

Investors:

[email protected]

855-502-3920

IR Agency Contact:

Nick Teves or Joseph Caminiti, Alpha IR Group

312-445-2870

[email protected]

Company Contact:

Randy Chrisman, Chief Marketing Officer & Corporate Investor Relations Officer

404-953-4969

[email protected]

KEYWORDS: United States North America Georgia

INDUSTRY KEYWORDS: REIT Finance Professional Services Residential Building & Real Estate Construction & Property

MEDIA:

Cartesian Therapeutics Announces New Employment Inducement Grant

FREDERICK, Md., Nov. 03, 2026 (GLOBE NEWSWIRE) — Cartesian Therapeutics, Inc. (NASDAQ: RNAC) (the “Company”), a late clinical-stage biotechnology company pioneering cell therapy for autoimmune diseases, today announced the granting of an inducement award to one new employee. On November 2, 2026, the Company issued to this employee an option to purchase an aggregate of 50,000 shares of the Company’s common stock with an exercise price of $6.34, the closing trading price of the Company’s common stock on the Nasdaq Global Market on the date of grant. The option was granted pursuant to the Company’s Amended and Restated 2018 Employment Inducement Incentive Award Plan and was approved by the Company’s board of directors. The option vests as to 25% on November 2, 2027, and then in thirty-six substantially equal monthly installments thereafter such that the option will be fully vested on November 2, 2030. The option has a ten-year term. The option was granted under Rule 5635(c)(4) of the Nasdaq Listing Rules as an inducement material to the employee’s entry into employment with the Company.

About Cartesian Therapeutics

Cartesian Therapeutics is a late clinical-stage company pioneering cell therapy for the treatment of autoimmune diseases. The Company’s lead asset, Descartes-08, is a CAR-T in Phase 3 clinical development for patients with generalized myasthenia gravis, Phase 2 clinical development in myositis, specifically dermatomyositis and antisynthetase syndrome, and in Phase 1/2 clinical development for pediatric autoimmune diseases, including juvenile dermatomyositis. For more information, please visit www.cartesiantherapeutics.com or follow the Company on LinkedIn or X.

Contact Information:

Investor Contact:
Megan LeDuc
Associate Director, Investor Relations
[email protected]

Media Contact:
David Rosen
Argot Partners
[email protected]



Hemab Therapeutics to Report Third Quarter 2026 Financial Results and Provide a Corporate Update on November 10, 2026

CAMBRIDGE, Mass. and COPENHAGEN, Denmark, Nov. 03, 2026 (GLOBE NEWSWIRE) — Hemab Therapeutics (Nasdaq: COAG), a clinical-stage biotechnology company developing therapies that reimagine the treatment of blood coagulation disorders to sustain life and human resilience, today announced that it will host a conference call on Tuesday, November 10, at 8:00 a.m. ET to discuss its financial results and provide a corporate update for the third quarter ended September 30, 2026.

Listeners can register for the webcast on the investors page of the company’s website (https://ir.hemab.com/) or directly through this link. Analysts wishing to participate in the question and answer session should use this link. A replay of the webcast will be available on the company’s website approximately two hours after the call’s conclusion and will be available for approximately 90 days following the call. Those who plan on participating are advised to join 15 minutes prior to the start time.

About Hemab Therapeutics

Hemab Therapeutics Holdings, Inc. is a clinical-stage biotechnology company developing therapies that reimagine the treatment of blood coagulation disorders to sustain life and human resilience. Hemab’s mission is to discover, develop, and commercialize innovative therapies for the millions of patients worldwide suffering from serious bleeding and thrombotic diseases. Hemab is building a franchise of innovative therapeutics designed to address critical gaps in the treatment of coagulation disorders, including sutacimig (HMB-001), a bispecific antibody in clinical development for the prophylactic treatment of Glanzmann thrombasthenia and Factor VII deficiency, HMB-002, a monovalent antibody in clinical development for the prophylactic treatment of Von Willebrand Disease, and HMB-003, an antifibrinolytic targeting plasmin inhibition in clinical development for heavy menstrual bleeding.

Learn more at hemab.com. Follow us on LinkedIn, Facebook, Instagram, and X.

Media:

Deerfield Group
Peg Rusconi
[email protected]

Investors:

Hemab Therapeutics
Mads Behrndt
[email protected]



Knife River Corporation Reports Third Quarter 2026 Financial Results

Knife River Corporation Reports Third Quarter 2026 Financial Results

  • Revenue increased 6% year-over-year, driven by more asphalt paving and aggregate demand

  • Aggregate margin improved by 240 basis points to a third quarter record 29.6%

  • Announced ‘Sharper EDGE’ initiatives, focused on targeted improvements to drive meaningful growth

  • Updated 2026 guidance to reflect near-term headwinds

 

BISMARCK, N.D.–(BUSINESS WIRE)–
Knife River Corporation (NYSE: KNF), an aggregates-based, vertically integrated construction materials and contracting services company, today announced financial results for the third quarter ended September 30, 2026.

PERFORMANCE SUMMARY

 

Three Months Ended September 30,

 

(In millions, except per share)

 

2026

 

 

2025

 

% Change

 

Revenue

$

1,275.6

 

$

1,203.7

 

6

%

 

Net income

$

137.9

 

$

143.2

 

(4

)%

 

Net income margin

 

10.8

%

 

11.9

%

 

 

 

 

 

 

 

Adjusted EBITDA

$

271.7

 

$

272.8

 

—

%

 

Adjusted EBITDA margin

 

21.3

%

 

22.7

%

 

 

 

 

 

 

 

Net income per share

$

2.43

 

$

2.52

 

(4

)%

 

Note: Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. For more information on all non-GAAP measures and a reconciliation to the nearest GAAP measure, see the section entitled “Non-GAAP Financial Measures.”

MANAGEMENT COMMENTARY

“We delivered a solid third quarter in a challenging operating environment, increasing revenue 6% and improving the profitability of our aggregates business,” said Knife River President and CEO Brian Gray. “Internal pull-through and higher third-party sales drove a 10% increase in aggregate volumes for the quarter. We raised aggregate pricing mid-single digits and reduced per-unit variable production costs, leading to a 240-basis-point improvement in aggregate gross margin, to 29.6%.

“The external headwinds we faced in the second quarter — market dynamics, project delays and higher fuel costs — carried into the third. The impact was most pronounced in contracting services. We believe these headwinds are temporary, and we have successfully managed through similar environments before,” Gray said. “Our teams are controlling what they can control. We’re targeting more third-party materials sales, right-sizing crews and equipment where market conditions call for it, and pursuing more private-work opportunities.

“Meanwhile, we are building upon our Competitive EDGE program to drive EBITDA growth and margin improvement through self-help initiatives,” Gray said. “Since launching EDGE in 2023, we have delivered a 530 basis point improvement in aggregate gross margin. Our EDGE efforts have contributed to EBITDA growth and Adjusted EBITDA margin expansion, and while these efforts will continue, we have begun implementing ‘Sharper EDGE’ initiatives to drive additional value. Sharper EDGE is rooted in line-of-sight opportunities, focused on targeted capital improvements that deliver meaningful benefits in key operational, commercial and organizational areas. Together with our organic investments and an active M&A pipeline, we have multiple paths to Adjusted EBITDA growth and margin expansion. We look forward to discussing the details of Sharper EDGE at an investor day in the coming months.

“We have built a strong foundation, and we see substantial opportunity ahead,” Gray said. “We remain focused on disciplined execution and investing in the areas where we believe we can create the greatest long-term value for our shareholders.”

2026 FINANCIAL GUIDANCE

Knife River is updating its full-year 2026 guidance to reflect continued near-term headwinds and now expects financial results to be in the ranges noted in the following table.

2026 Financial Guidance

Low

High

 

(In millions)

Revenue

$

3,375.0

$

3,425.0

Adjusted EBITDA

$

475.0

$

505.0

For full-year 2026 guidance, the company now expects:

  • Aggregates volumes to increase high-single digits to low-double digits and pricing to increase mid-single digits.

  • Ready-mix volumes to increase high-single digits to low-double digits.

  • Asphalt volumes to increase high-single digits to low-double digits.

  • Depreciation, depletion and amortization to increase mid-teens.

The guidance ranges are based on normal weather, economic and operating conditions, and do not include the expected impact of future acquisitions.

REPORTING SEGMENT PERFORMANCE

West

 

 

 

 

 

 

Alaska, California, Hawaii, Oregon, Washington

Three Months Ended

Nine Months Ended

 

Sept. 30,

Sept. 30,

 

 

2026

 

 

2025

 

% Change

 

2026

 

 

2025

 

% Change

 

(In millions)

Revenue

$

365.8

 

$

396.0

 

(8

)%

$

867.9

 

$

921.7

 

(6

)%

EBITDA

$

91.4

 

$

91.8

 

(1

)%

$

162.8

 

$

177.5

 

(8

)%

EBITDA margin

 

25.0

%

 

23.2

%

 

 

18.8

%

 

19.3

%

 

Third quarter revenue decreased 8% from the prior year, primarily due to less available contracting services work in Oregon and California. EBITDA decreased 1% compared to the prior year, reflecting decreased lower-margin contracting services work related to competitive market dynamics, partially offset by higher aggregate and ready-mix pricing across the region. EBITDA margin improved 180 basis points, driven by aggregate margin expansion.

Mountain

 

 

 

 

 

 

Idaho, Montana, Utah, Wyoming

Three Months Ended

Nine Months Ended

 

Sept. 30,

Sept. 30,

 

 

2026

 

 

2025

 

% Change

 

2026

 

 

2025

 

% Change

 

(In millions)

Revenue

$

308.1

 

$

229.8

 

34

%

$

625.8

 

$

471.9

 

33

%

EBITDA

$

55.8

 

$

50.7

 

10

%

$

78.6

 

$

65.4

 

20

%

EBITDA margin

 

18.1

%

 

22.1

%

 

 

12.6

%

 

13.8

%

 

Third quarter revenue increased 34% from the prior year, largely driven by an increase in contracting services revenue, higher volumes across all materials product lines, higher pricing in ready-mix and aggregates, and acquisitions completed in the first quarter. EBITDA improved 10%, primarily attributed to higher material volumes and pricing, as well as acquisition contributions. EBITDA margin decreased in the quarter, reflecting the type of contracting services work, including more asphalt paving than the same period last year and the impacts from increased competition.

Central

 

 

 

 

 

 

Iowa, Minnesota, North Dakota, South Dakota, Texas

Three Months Ended

Nine Months Ended

 

Sept. 30,

Sept. 30,

 

 

2026

 

 

2025

 

% Change

 

2026

 

 

2025

 

% Change

 

(In millions)

Revenue

$

462.0

 

$

434.4

 

6

%

$

888.8

 

$

757.4

 

17

%

EBITDA

$

102.1

 

$

99.7

 

2

%

$

128.9

 

$

119.8

 

8

%

EBITDA margin

 

22.1

%

 

23.0

%

 

 

14.5

%

 

15.8

%

 

Third quarter revenue increased 6% from the prior year, primarily driven by higher aggregate and contracting services revenue, as well as contributions from the Texcrete acquisition. EBITDA improved 2%, with the majority of the increase attributed to higher aggregate volumes. EBITDA margin declined 90 basis points, primarily due to the geographic and end-market mix of ready-mix volumes.

Energy Services

 

 

 

 

 

 

California, Iowa, Nebraska, Oregon, South Dakota, Texas, Washington, Wyoming

Three Months Ended

Nine Months Ended

Sept. 30,

Sept. 30,

 

 

2026

 

 

2025

 

% Change

 

2026

 

 

2025

 

% Change

 

(In millions)

Revenue

$

168.4

 

$

169.2

 

—

%

$

291.9

 

$

280.5

 

4

%

EBITDA

$

32.4

 

$

39.7

 

(18

)%

$

47.6

 

$

48.9

 

(3

)%

EBITDA margin

 

19.3

%

 

23.4

%

 

 

16.3

%

 

17.4

%

 

Third quarter revenue decreased slightly compared to the prior year, primarily driven by lower sales volumes in certain markets, offset in part by pricing and volume increases from improved market opportunities in California. EBITDA and EBITDA margin decreased, primarily due to lower sales volumes in certain markets, as well as higher material input costs.

CAPITAL ALLOCATION & LIQUIDITY

The company is committed to disciplined capital allocation, including reinvesting to maintain fixed assets, strengthening operations and growing the business.

The company currently estimates total 2026 capital expenditures for maintenance and improvement to be between 5% and 6% of revenue. For the nine months ended September 30, 2026, the company spent $127.6 million, largely on the replacement of construction equipment and plant improvements.

Additionally, for the nine months ended September 30, 2026, the company spent $266.7 million on growth initiatives, which was comprised of $185.7 million on acquisitions and $81.0 million on aggregate expansions and greenfield projects. For the remainder of 2026, the company expects to spend $55.4 million on organic growth projects. Capital expenditures for future acquisitions and new growth opportunities would be incremental to the outlined capital program. It is anticipated that capital expenditures for the remainder of 2026 will be funded by various sources, including cash from operations and debt.

As of September 30, 2026, Knife River had $118.0 million of unrestricted cash and cash equivalents, $1.6 billion of gross debt and $448.2 million of available capacity under its revolving credit facility, net of outstanding letters of credit. Net leverage, defined as the ratio of net debt to trailing-twelve-month Adjusted EBITDA, was 2.9x at September 30, 2026.

THIRD QUARTER 2026 RESULTS CONFERENCE CALL

Knife River will host a conference call at 11 a.m. EDT today to discuss third quarter results and conduct a question-and-answer session. The event will be webcast at investors.kniferiver.com.

To participate in the live call:

  • Domestic: 1-585-542-9983

  • International: 1-833-461-5787

  • Conference ID: 951299640

After the conclusion of the call, an on-demand replay of the webcast will be made available.

ABOUT KNIFE RIVER CORPORATION

Knife River Corporation, a member of the S&P MidCap 400 index, mines aggregates and markets crushed stone, sand, gravel and related construction materials, including ready-mix concrete, asphalt and other value-added products. Knife River also performs vertically integrated contracting services, specializing in publicly funded DOT projects and private projects across the industrial, commercial and residential space. For more information about the company, visit www.kniferiver.com.

Knife River Corporation

Consolidated Statements of Operations

(Unaudited)

 

Three Months Ended

Nine Months Ended

 

September 30,

September 30,

 

 

2026

 

 

2025

 

2026

 

2025

 

(In millions, except per share amounts)

Revenue:

 

 

 

 

Construction materials

$

671.0

 

$

647.3

$

1,465.4

$

1,354.2

Contracting services

 

604.6

 

 

556.4

 

1,158.9

 

1,036.7

Total revenue

 

1,275.6

 

 

1,203.7

 

2,624.3

 

2,390.9

Cost of revenue:

 

 

 

 

Construction materials

 

434.6

 

 

426.8

 

1,107.8

 

1,037.6

Contracting services

 

553.4

 

 

492.6

 

1,068.9

 

921.3

Total cost of revenue

 

988.0

 

 

919.4

 

2,176.7

 

1,958.9

Gross profit

 

287.6

 

 

284.3

 

447.6

 

432.0

Selling, general and administrative expenses

 

73.5

 

 

69.1

 

238.6

 

211.4

Operating income

 

214.1

 

 

215.2

 

209.0

 

220.6

Interest expense

 

24.7

 

 

23.0

 

70.0

 

60.6

Other (expense) income

 

(0.8

)

 

1.2

 

1.9

 

8.0

Income before income taxes

 

188.6

 

 

193.4

 

140.9

 

168.0

Income tax expense

 

50.7

 

 

50.2

 

38.3

 

42.9

Net income

$

137.9

 

$

143.2

$

102.6

$

125.1

 

 

 

 

 

Net income per share:

 

 

 

 

Basic

$

2.43

 

$

2.53

$

1.81

$

2.21

Diluted

$

2.43

 

$

2.52

$

1.81

$

2.20

Weighted average common shares outstanding:

 

 

 

 

Basic

 

56.8

 

 

56.7

 

56.7

 

56.6

Diluted

 

56.8

 

 

56.9

 

56.8

 

56.9

Knife River Corporation

Consolidated Balance Sheets

(Unaudited)

 

September 30, 2026

 

September 30, 2025

 

December 31, 2025

 

(In millions, except shares and per share amounts)

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash, cash equivalents and restricted cash

$

177.3

 

 

$

81.1

 

 

$

123.4

 

Receivables, net

 

553.3

 

 

 

516.8

 

 

 

278.1

 

Contract assets

 

149.4

 

 

 

67.9

 

 

 

77.5

 

Inventories

 

463.6

 

 

 

436.5

 

 

 

435.7

 

Prepayments and other current assets

 

33.6

 

 

 

33.0

 

 

 

46.2

 

Total current assets

 

1,377.2

 

 

 

1,135.3

 

 

 

960.9

 

Noncurrent assets:

 

 

 

 

 

Net property, plant and equipment

 

2,182.9

 

 

 

1,961.4

 

 

 

2,028.9

 

Goodwill

 

584.0

 

 

 

469.4

 

 

 

519.7

 

Other intangible assets, net

 

31.1

 

 

 

33.4

 

 

 

32.7

 

Operating lease right-of-use assets

 

50.0

 

 

 

50.0

 

 

 

52.6

 

Investments and other

 

61.3

 

 

 

53.8

 

 

 

55.3

 

Total noncurrent assets

 

2,909.3

 

 

 

2,568.0

 

 

 

2,689.2

 

Total assets

$

4,286.5

 

 

$

3,703.3

 

 

$

3,650.1

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Long-term debt – current portion

$

18.9

 

 

$

11.8

 

 

$

11.7

 

Accounts payable

 

239.1

 

 

 

211.2

 

 

 

145.6

 

Contract liabilities

 

27.7

 

 

 

42.8

 

 

 

33.8

 

Accrued compensation

 

41.6

 

 

 

37.0

 

 

 

44.3

 

Current operating lease liabilities

 

16.7

 

 

 

14.7

 

 

 

15.9

 

Other taxes payable

 

18.4

 

 

 

28.6

 

 

 

11.3

 

Accrued interest

 

19.9

 

 

 

15.7

 

 

 

7.3

 

Other accrued liabilities

 

122.9

 

 

 

112.6

 

 

 

108.1

 

Total current liabilities

 

505.2

 

 

 

474.4

 

 

 

378.0

 

Noncurrent liabilities:

 

 

 

 

 

Long-term debt

 

1,534.4

 

 

 

1,176.0

 

 

 

1,153.8

 

Deferred income taxes

 

308.9

 

 

 

264.2

 

 

 

287.9

 

Noncurrent operating lease liabilities

 

33.3

 

 

 

35.2

 

 

 

36.7

 

Other

 

158.4

 

 

 

146.3

 

 

 

152.8

 

Total liabilities

 

2,540.2

 

 

 

2,096.1

 

 

 

2,009.2

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, 300,000,000 shares authorized, $0.01 par value, 57,194,556 shares issued and 56,763,420 shares outstanding at September 30, 2026; 57,095,301 shares issued and 56,664,165 shares outstanding at September 30, 2025; 57,095,301 shares issued and 56,664,165 shares outstanding at December 31, 2025

 

0.6

 

 

 

0.6

 

 

 

0.6

 

Other paid-in capital

 

632.0

 

 

 

626.7

 

 

 

629.6

 

Retained earnings

 

1,127.2

 

 

 

992.6

 

 

 

1,024.6

 

Treasury stock held at cost – 431,136 shares

 

(3.6

)

 

 

(3.6

)

 

 

(3.6

)

Accumulated other comprehensive loss

 

(9.9

)

 

 

(9.1

)

 

 

(10.3

)

Total stockholders’ equity

 

1,746.3

 

 

 

1,607.2

 

 

 

1,640.9

 

Total liabilities and stockholders’ equity

$

4,286.5

 

 

$

3,703.3

 

 

$

3,650.1

 

Knife River Corporation

Consolidated Statements of Cash Flows

(Unaudited)

 

Nine Months Ended

 

September 30,

 

 

2026

 

 

 

2025

 

 

(In millions)

Operating activities:

 

 

 

Net income

$

102.6

 

 

$

125.1

 

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

 

182.6

 

 

 

141.2

 

Receivables

 

(346.2

)

 

 

(267.5

)

Inventories

 

(22.5

)

 

 

(15.3

)

Other current assets

 

16.4

 

 

 

3.8

 

Accounts payable

 

97.3

 

 

 

72.5

 

Other current liabilities

 

30.5

 

 

 

16.7

 

Pension and postretirement benefit plan contributions

 

(0.4

)

 

 

(0.5

)

Other noncurrent changes

 

0.6

 

 

 

6.6

 

Net cash provided by operating activities

 

60.9

 

 

 

82.6

 

Investing activities:

 

 

 

Capital expenditures

 

(208.6

)

 

 

(290.3

)

Acquisitions, net of cash acquired

 

(185.7

)

 

 

(528.0

)

Net proceeds from sale or disposition of property and other

 

10.4

 

 

 

38.3

 

Investments

 

(3.0

)

 

 

(3.0

)

Net cash used in investing activities

 

(386.9

)

 

 

(783.0

)

Financing activities:

 

 

 

Issuance of long-term debt

 

400.0

 

 

 

520.0

 

Repayment of long-term debt

 

(10.9

)

 

 

(5.9

)

Debt issuance costs

 

(3.8

)

 

 

(11.1

)

Tax withholding on stock-based compensation

 

(5.4

)

 

 

(2.6

)

Net cash provided by financing activities

 

379.9

 

 

 

500.4

 

Increase (decrease) in cash, cash equivalents and restricted cash

 

53.9

 

 

 

(200.0

)

Cash, cash equivalents and restricted cash — beginning of year

 

123.4

 

 

 

281.1

 

Cash, cash equivalents and restricted cash — end of period

$

177.3

 

 

$

81.1

 

Segment Financial Data and Highlights (Unaudited)

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

 

2026

 

2025

 

2026

 

2025

 

Dollars

Margin

 

Dollars

Margin

 

Dollars

Margin

 

Dollars

Margin

 

(Dollars in millions)

Revenues by segment:

 

 

 

 

 

 

 

 

 

 

 

West

$

365.8

 

 

 

$

396.0

 

 

 

$

867.9

 

 

 

$

921.7

 

 

Mountain

 

308.1

 

 

 

 

229.8

 

 

 

 

625.8

 

 

 

 

471.9

 

 

Central

 

462.0

 

 

 

 

434.4

 

 

 

 

888.8

 

 

 

 

757.4

 

 

Energy Services

 

168.4

 

 

 

 

169.2

 

 

 

 

291.9

 

 

 

 

280.5

 

 

Total segment revenues

 

1,304.3

 

 

 

 

1,229.4

 

 

 

 

2,674.4

 

 

 

 

2,431.5

 

 

Corporate Services and Eliminations

 

(28.7

)

 

 

 

(25.7

)

 

 

 

(50.1

)

 

 

 

(40.6

)

 

Consolidated revenues

$

1,275.6

 

 

 

$

1,203.7

 

 

 

$

2,624.3

 

 

 

$

2,390.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA by segment:

 

 

 

 

 

 

 

 

 

 

 

West

$

91.4

 

25.0

%

 

$

91.8

 

23.2

%

 

$

162.8

 

18.8

%

 

$

177.5

 

19.3

%

Mountain

 

55.8

 

18.1

%

 

 

50.7

 

22.1

%

 

 

78.6

 

12.6

%

 

 

65.4

 

13.8

%

Central

 

102.1

 

22.1

%

 

 

99.7

 

23.0

%

 

 

128.9

 

14.5

%

 

 

119.8

 

15.8

%

Energy Services

 

32.4

 

19.3

%

 

 

39.7

 

23.4

%

 

 

47.6

 

16.3

%

 

 

48.9

 

17.4

%

Total segment EBITDA (a)

 

281.7

 

21.6

%

 

 

281.9

 

22.9

%

 

 

417.9

 

15.6

%

 

 

411.6

 

16.9

%

Corporate Services and Eliminations (b)

 

(13.5

)

N.M.

 

 

(12.7

)

N.M.

 

 

(44.8

)

N.M.

 

 

(44.1

)

N.M.

Consolidated EBITDA (a)

$

268.2

 

21.0

%

 

$

269.2

 

22.4

%

 

$

373.1

 

14.2

%

 

$

367.5

 

15.4

%

(a)

Consolidated EBITDA, total segment EBITDA, Consolidated EBITDA margin and total segment EBITDA margin are non-GAAP financial measures. For more information and a reconciliation to the nearest GAAP measure, see the section entitled “Non-GAAP Financial Measures.”

(b)

N.M. – not meaningful

The following table summarizes backlog for the company.

 

September 30, 2026

 

September 30, 2025

 

(In millions)

West

$

167.3

 

$

257.5

Mountain

 

336.0

 

 

386.0

Central

 

353.9

 

 

351.1

 

$

857.2

 

$

994.6

Margins on backlog at September 30, 2026, are expected to be lower than the margins on backlog at September 30, 2025. Approximately 82% of the company’s contracting services backlog relates to publicly funded projects, including street and highway construction projects. While there continues to be infrastructure development, there were fewer bidding opportunities in certain markets for the quarter compared to the same period last year. Period over period increases or decreases should not be used as an indicator of future revenues or earnings.

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

 

2026

2025

 

2026

2025

Sales (thousands):

 

 

 

 

 

Aggregates (tons)

 

12,747

 

11,610

 

 

27,657

 

24,303

Ready-mix concrete (cubic yards)

 

1,338

 

1,331

 

 

3,255

 

2,916

Asphalt (tons)

 

3,368

 

3,111

 

 

5,681

 

4,953

 

 

 

 

 

 

Average selling price:*

 

 

 

 

 

Aggregates (per ton)

$

19.59

$

18.78

 

$

19.81

$

19.15

Ready-mix concrete (per cubic yard)

$

201.90

$

196.43

 

$

200.16

$

197.49

Asphalt (per ton)

$

63.84

$

64.43

 

$

65.04

$

66.10

* The average selling price includes freight and delivery and other revenues.

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

 

2026

 

2025

 

2026

 

2025

 

Dollars

Margin

 

Dollars

Margin

 

Dollars

Margin

 

Dollars

Margin

 

(Dollars in millions)

Revenues by product line:

 

 

 

 

 

 

 

 

 

 

 

Aggregates

$

249.7

 

 

 

$

218.1

 

 

 

$

548.0

 

 

 

$

465.4

 

 

Ready-mix concrete

 

270.2

 

 

 

 

261.4

 

 

 

 

651.5

 

 

 

 

575.8

 

 

Asphalt

 

215.1

 

 

 

 

200.4

 

 

 

 

369.5

 

 

 

 

327.4

 

 

Liquid asphalt

 

147.1

 

 

 

 

148.8

 

 

 

 

256.6

 

 

 

 

246.9

 

 

Other*

 

97.0

 

 

 

 

91.4

 

 

 

 

227.4

 

 

 

 

214.4

 

 

Contracting services

 

604.6

 

 

 

 

556.4

 

 

 

 

1,158.9

 

 

 

 

1,036.7

 

 

Internal sales

 

(308.1

)

 

 

 

(272.8

)

 

 

 

(587.6

)

 

 

 

(475.7

)

 

Total revenues

$

1,275.6

 

 

 

$

1,203.7

 

 

 

$

2,624.3

 

 

 

$

2,390.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit by product line:

 

 

 

 

 

 

 

 

 

 

 

Aggregates

$

73.9

 

29.6

%

 

$

59.4

 

27.2

%

 

$

109.1

 

19.9

%

 

$

88.0

 

18.9

%

Ready-mix concrete

 

50.0

 

18.5

%

 

 

52.8

 

20.2

%

 

 

104.7

 

16.1

%

 

 

93.9

 

16.3

%

Asphalt

 

38.9

 

18.1

%

 

 

40.4

 

20.2

%

 

 

54.8

 

14.8

%

 

 

51.5

 

15.7

%

Liquid asphalt

 

27.9

 

18.9

%

 

 

33.7

 

22.7

%

 

 

41.6

 

16.2

%

 

 

44.5

 

18.0

%

Other*

 

45.7

 

47.1

%

 

 

34.2

 

37.4

%

 

 

47.4

 

20.9

%

 

 

38.7

 

18.1

%

Contracting services

 

51.2

 

8.5

%

 

 

63.8

 

11.5

%

 

 

90.0

 

7.8

%

 

 

115.4

 

11.1

%

Total gross profit

$

287.6

 

22.5

%

 

$

284.3

 

23.6

%

 

$

447.6

 

17.1

%

 

$

432.0

 

18.1

%

* Other includes cement, merchandise, fabric and spreading, and other products and services that individually are not considered to be a core line of business.

NON-GAAP FINANCIAL MEASURES

EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, as well as total segment measures, as applicable, net debt and net leverage are considered non-GAAP measures of financial performance. These non-GAAP financial measures are not measures of financial performance under GAAP. The items excluded from these non-GAAP financial measures are significant components in understanding and assessing financial performance. Therefore, these non-GAAP financial measures should not be considered substitutes for the applicable GAAP metric.

EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are most directly comparable to the corresponding GAAP measures of net income and net income margin. Net debt and net leverage are most directly comparable to the corresponding GAAP measures of total debt. We believe these non-GAAP financial measures, in addition to corresponding GAAP measures, are useful to investors by providing meaningful information about operational efficiency compared to our peers by excluding the impacts of differences in tax jurisdictions and structures, debt levels and capital investment. We believe Adjusted EBITDA and Adjusted EBITDA margin are useful performance measures because they allow for an effective evaluation of our operating performance by excluding unrealized gains and losses on benefit plan investments, stock-based compensation, and the impact of selling acquired inventory after markup to fair value as part of acquisition accounting, as they are considered non-cash and not part of our core operations. We believe EBITDA and Adjusted EBITDA assist rating agencies and investors in comparing operating performance across operating periods on a consistent basis by excluding items management does not believe are indicative of the company’s operating performance, including using EBITDA and Adjusted EBITDA to calculate Knife River’s leverage as a multiple of EBITDA and Adjusted EBITDA. Additionally, EBITDA and Adjusted EBITDA are important financial metrics for debt investors who utilize debt to EBITDA and debt to Adjusted EBITDA ratios. We believe EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin, including those measures by segment, are useful performance measures because they provide clarity as to the operational results of the company. Management believes net debt and net leverage are useful performance measures because they provide a measure of how long it would take the company to pay back its debt if net debt and Adjusted EBITDA were constant. Net leverage also allows management to assess our borrowing capacity and optimal leverage ratio. Our management uses these non-GAAP financial measures in conjunction with GAAP results when evaluating our operating results internally and calculating employee incentive compensation, and leverage as a multiple of Adjusted EBITDA to determine the appropriate method of funding our operations.

EBITDA is calculated by adding back income taxes, interest expense (net of interest income) and depreciation, depletion and amortization expense to net income. EBITDA margin is calculated by dividing EBITDA by revenues. Adjusted EBITDA is calculated by adding back unrealized gains and losses on benefit plan investments, stock-based compensation and the impact of selling acquired inventory after markup to fair value as part of acquisition accounting to EBITDA. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenues. Net debt is calculated by adding unamortized debt issuance costs to the total debt balance presented on the balance sheet, less any unrestricted cash. Net leverage is calculated by dividing net debt by trailing-twelve-month Adjusted EBITDA. These non-GAAP financial measures are calculated the same for both the segment and consolidated metrics and should not be considered as alternatives to, or more meaningful than, GAAP financial measures such as net income, net income margin and total debt and are intended to be helpful supplemental financial measures for investors’ understanding of our operating performance. Our non-GAAP financial measures are not standardized; therefore, it may not be possible to compare these financial measures with other companies’ EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, net debt and net leverage measures having the same or similar names.

The following tables reconcile segment and consolidated net income (loss) to EBITDA and Adjusted EBITDA and provide the calculation of EBITDA margin, Adjusted EBITDA margin, net debt and net leverage. Interest expense, net, is net of interest income that is included in other income (expense) on the Consolidated Statements of Operations.

The following table provides the reconciliation of net income to EBITDA and Adjusted EBITDA.

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

 

 

2026

 

 

2025

 

 

 

2026

 

 

2025

 

 

(In millions)

Net income

$

137.9

 

$

143.2

 

 

$

102.6

 

$

125.1

 

Depreciation, depletion and amortization

 

55.7

 

 

53.4

 

 

 

164.1

 

 

142.4

 

Interest expense, net

 

23.9

 

 

22.4

 

 

 

68.1

 

 

57.1

 

Income taxes

 

50.7

 

 

50.2

 

 

 

38.3

 

 

42.9

 

EBITDA

$

268.2

 

$

269.2

 

 

$

373.1

 

$

367.5

 

Unrealized (gains) losses on benefit plan investments

 

1.0

 

 

(1.1

)

 

 

(1.5

)

 

(2.2

)

Stock-based compensation expense

 

2.4

 

 

2.9

 

 

 

7.8

 

 

8.5

 

Impact of selling acquired inventory after markup to fair value as part of acquisition accounting

 

0.1

 

 

1.8

 

 

 

0.2

 

 

3.3

 

Adjusted EBITDA

$

271.7

 

$

272.8

 

 

$

379.6

 

$

377.1

 

 

 

 

 

 

 

Revenue

$

1,275.6

 

$

1,203.7

 

 

$

2,624.3

 

$

2,390.9

 

Net income margin

 

10.8

%

 

11.9

%

 

 

3.9

%

 

5.2

%

EBITDA margin

 

21.0

%

 

22.4

%

 

 

14.2

%

 

15.4

%

Adjusted EBITDA margin

 

21.3

%

 

22.7

%

 

 

14.5

%

 

15.8

%

The following table provides the reconciliation of consolidated net income to total segment EBITDA.

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

 

 

2026

 

 

2025

 

 

 

2026

 

 

2025

 

 

(In millions)

Net income

$

137.9

 

$

143.2

 

 

$

102.6

 

$

125.1

 

Depreciation, depletion and amortization

 

55.7

 

 

53.4

 

 

 

164.1

 

 

142.4

 

Interest expense, net

 

23.9

 

 

22.4

 

 

 

68.1

 

 

57.1

 

Income taxes

 

50.7

 

 

50.2

 

 

 

38.3

 

 

42.9

 

EBITDA

$

268.2

 

$

269.2

 

 

$

373.1

 

$

367.5

 

Less corporate services EBITDA

 

(13.5

)

 

(12.7

)

 

 

(44.8

)

 

(44.1

)

Total segment EBITDA

$

281.7

 

$

281.9

 

 

$

417.9

 

$

411.6

 

The following tables provide the reconciliation of the net leverage calculation of net debt to Adjusted EBITDA.

 

Twelve Months Ended

September 30, 2026

 

Nine Months Ended

September 30, 2026

Twelve Months Ended

December 31, 2025

Nine Months Ended

September 30, 2025

 

(In millions)

Net income

$

134.6

 

 

$

102.6

 

$

157.1

 

$

125.1

 

Depreciation, depletion and amortization

 

215.4

 

 

 

164.1

 

 

193.7

 

 

142.4

 

Interest expense, net

 

88.4

 

 

 

68.1

 

 

77.4

 

 

57.1

 

Income taxes

 

51.5

 

 

 

38.3

 

 

56.1

 

 

42.9

 

EBITDA

$

489.9

 

 

$

373.1

 

$

484.3

 

$

367.5

 

Unrealized (gains) losses on benefit plan investments

 

(2.2

)

 

 

(1.5

)

 

(2.9

)

 

(2.2

)

Stock-based compensation expense

 

10.7

 

 

 

7.8

 

 

11.4

 

 

8.5

 

Impact of selling acquired inventory after markup to fair value as part of acquisition accounting

 

0.6

 

 

 

0.2

 

 

3.7

 

 

3.3

 

Adjusted EBITDA

$

499.0

 

 

$

379.6

 

$

496.5

 

$

377.1

 

 

 

 

 

 

 

The following table provides the reconciliation of the net leverage calculation of net debt to Adjusted EBITDA.

 

Twelve Months Ended

September 30, 2026

 

 

(In millions)

Long-term debt

$

1,534.4

 

Long-term debt – current portion

 

18.9

 

Total debt

 

1,553.3

 

Add: Unamortized debt issuance costs

 

17.1

 

Total debt, gross

 

1,570.4

 

Less: Cash and cash equivalents, excluding restricted cash

 

118.0

 

Total debt, net

$

1,452.4

 

Trailing-twelve-months ended September 30, 2026, Adjusted EBITDA

$

499.0

 

 

 

 

Net leverage

 

2.9

x

Knife River’s projection for its 2026 Adjusted EBITDA is a non-GAAP financial measure that excludes or otherwise has been adjusted for non-GAAP adjustment items from Knife River’s financial statements. When the company provides its forward-looking 2026 Adjusted EBITDA, it does not provide a reconciliation of this non-GAAP financial measure, as Knife River is unable to predict with a reasonable degree of certainty the actual impact of the non-GAAP adjustment items. By their very nature, non-GAAP adjustment items are difficult to anticipate with precision because they are generally associated with unexpected and unplanned events that impact our company and its financial results, including, but not limited to, the potentially high variability, complexity and low visibility with respect to the items that would be excluded from the applicable GAAP measure in the relevant future period, such as unusual gains and losses, the impact and timing of potential acquisitions and divestitures, certain financing costs and other structural changes or their probable significance. Therefore, Knife River is unable to provide a reconciliation of this measure without unreasonable efforts.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this news release highlights the key growth strategies, projections and certain assumptions for the company and its subsidiaries. Many of these highlighted statements and other statements not historical in nature are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are generally identified with words like “believe,” “expect,” “target,” “project,” “may,” “could,” “would,” “approximately,” “possible,” “will,” “should,” “intend,” “plan,” “anticipate,” “commit,” “confident,” “estimate,” “potential,” “ambitions,” “outlook,” or “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Although the company believes that its expectations are expressed in good faith and based on reasonable assumptions, there is no assurance the company’s statements with respect to its EDGE and Sharper EDGE initiatives and the benefits thereof, our ability to drive long-term profitable growth, shareholder value creation, financial guidance, near-term market dynamics, expected long-term goals, expected backlog margin, acquisitions, financing plans, expected federal and state funding for infrastructure or other proposed strategies will be achieved.

New factors emerge from time to time, and it is not possible for management to predict all the factors, nor can it assess the effect of each factor on the company’s 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 statement. All forward-looking statements, whether written or oral and whether made by or on behalf of the company, are expressly qualified by the risk factors and cautionary statements reported in the section entitled “Item 1A. Risk Factors” in Part I of the company’s 2025 Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission (the “SEC”) on February 20, 2026, and subsequent filings with the SEC.

All forward-looking statements in this news release are expressly qualified by such cautionary statements and by reference to the underlying assumptions. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Except as required by law, the company does not undertake to update forward-looking statements, whether as a result of new information, future events or otherwise.

CORPORATE CONTACTS

IR Contact: Dara Dierks, Vice President of Investor Relations, [email protected]

Media Contact: Tony Spilde, Vice President of Communications, [email protected]

KEYWORDS: United States North America North Dakota

INDUSTRY KEYWORDS: Commercial Building & Real Estate Construction & Property Urban Planning Landscape Building Systems Mining/Minerals Other Construction & Property Natural Resources Residential Building & Real Estate

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