TRG Latin America Acquisitions Corp. Announces Pricing of $200 Million Initial Public Offering

NEW YORK, NEW YORK, Feb. 25, 2026 (GLOBE NEWSWIRE) — TRG Latin America Acquisitions Corp. (“TRG” or the “Company”) announced today that it priced its initial public offering of 20,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Stock Exchange (“Nasdaq”) and trade under the ticker symbol “TRGSU” beginning February 26, 2026. Each unit consists of one Class A ordinary share and one right entitling the holder thereof to receive one-tenth of one Class A ordinary share upon the consummation of an initial business combination. The Class A ordinary shares and rights comprising the units are expected to begin separate trading no later than the 52nd day following this date. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on Nasdaq under the symbols “TRGS” and “TRGSR,” respectively.

Santander is acting as sole book-running manager. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.

The offering was made by means of a prospectus. Copies of the prospectus may be obtained from Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention: ECM Syndicate, by email at [email protected], or by telephone at 833-818-1602.

A registration statement relating to the securities became effective on February 25, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering is expected to close on February 27, 2026, subject to customary closing conditions.

About TRG Latin America Acquisitions Corp.

The Company is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

While the Company may pursue a business combination in any business or industry, it intends to capitalize on the ability of its management team and initially focus its search on identifying a prospective target business that can benefit from its Chief Executive Officer and Chairman Nicolas S. Rohatyn, a co-founder, partner and member of The Rohatyn Group’s executive committee, and Chief Financial Officer Miguel A. Gutierrez’s, a co-founder, partner and head of private markets at The Rohatyn Group,  historical areas of business expertise.

Miguel Kiguel, Daniel Gerold, and Thomas Wolf will be serving as board members.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s preliminary prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor Contact:

Investor Relations Team
[email protected]



Enerflex Ltd. Announces Fourth Quarter 2025 Financial and Operational Results, Agreement to Divest Non-Core Business and Provides Preliminary Outlook for 2026

ADJUSTED EBITDA OF $123 MILLION AND RECORD FREE CASH FLOW OF $141 MILLION

REDUCED NET DEBT TO $501 MILLION OR APPROXIMATELY 1.0x TTM ADJUSTED EBITDA AT THE END OF Q4/25

STRONG OPERATIONAL VISIBILITY WITH ES AND EI BACKLOG OF $1.1 BILLION AND $1.3 BILLION, RESPECTIVELY

SIGNED AN AGREEMENT TO DIVEST OPERATIONS IN ASIA PACIFIC REGION, CONTINUING EFFORTS TO OPTIMIZE AND SIMPLIFY ENERFLEX’S BUSINESS

CAPITAL EXPENDITURES FOR 2026 TARGETED AT $175 TO $195 MILLION, INCLUDING $90 TO $100 MILLION FOR GROWTH OPPORTUNITIES

CALGARY, Alberta, Feb. 25, 2026 (GLOBE NEWSWIRE) — Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) today reported its financial and operational results for the three and twelve months ended December 31, 2025.

All amounts presented are in U.S. Dollars unless otherwise stated.

Q4/25 FINANCIAL OVERVIEW

  • Generated revenue of $627 million compared to $561 million in Q4/24 and $777 million in Q3/25.
    • Higher revenue compared with prior year reflects strong execution and a high level of operational activity in the Engineered Systems (“ES”) product line. The sequential decline relates primarily to commencement of the Block 60 Bisat-C Expansion Facility (“Bisat-C Expansion”) in the Eastern Hemisphere (“EH”) during Q3/25 and the pull forward of certain projects into the third quarter.
  • Recorded gross margin before depreciation and amortization of $177 million, or 28% of revenue, compared to $174 million, or 31% of revenue in Q4/24 and $206 million, or 27% of revenue during Q3/25.
    • Energy Infrastructure (“EI”) and After-Market Services (“AMS”) product lines generated 67% of consolidated gross margin before depreciation and amortization during Q4/25.
    • ES gross margin before depreciation and amortization decreased to 18% in Q4/25 compared to 21% in Q4/24, primarily due to project mix, but improved sequentially from 17% in Q3/25.
  • SG&A was $83 million for the three months ended December 31, 2025, down $9 million from the prior year period, driven by cost-saving initiatives, sustained operational efficiencies, and lower amortization expense. On a sequential basis, SG&A increased from $71 million due to higher stock-based compensation and third party expenses.
  • Adjusted earnings before finance costs, income taxes, depreciation, and amortization (“adjusted EBITDA”) of $123 million compared to $121 million in Q4/24 and $145 million in Q3/25. The sequential decrease in adjusted EBITDA was primarily related to the pull forward of certain ES projects into Q3/25 and higher core SG&A.
  • Cash provided by operating activities before working capital of $60 million, which included $26 million of expenses related to the redemption of the 2027 senior secured notes, compared to $74 million in Q4/24 and $115 million in Q3/25.
  • Free cash flow increased to a record $141 million in Q4/25 compared to $76 million during Q4/24 and $43 million in Q3/25. Free cash flow included a working capital recovery of $119 million and benefitted from collections and execution of projects across the business.
  • Return on capital employed (“ROCE”)1 was 16.9% in Q4/25, an increase compared to 10.3% in Q4/24 and consistent with the record level during Q3/25. Higher ROCE, compared to Q4/24, is a function of the increase in trailing 12-month EBIT and lower average capital employed, predominantly due to a decline in net debt.
  • Net earnings (loss) of ($57) million or ($0.47) per share in Q4/25 compared to $15 million or $0.12 per share in Q4/24 and $37 million or $0.30 per share in Q3/25. Included during Q4/25 was $81 million of expenses related to redemption of the 2027 senior secured notes. On a normalized basis, net income was $24 million or $0.20 per share.
  • Invested $34 million in the business, comprised of $14 million for growth, primarily allocated to expand the Company’s contract compression fleet in the U.S., and $20 million for maintenance and PP&E.

STRATEGIC AND OPERATIONAL HIGHLIGHTS

  • Enerflex has entered into a definitive agreement to divest the majority of its operations in the APAC region to INNIO Group (“INNIO”). This business operates principally in Australia, Indonesia and Thailand and is primarily focused on the AMS product line. Completion of the transaction is subject to standard closing conditions and regulatory approvals, and is expected to close during the second half of 2026.
    • Following close, Enerflex will continue to deliver ES solutions in APAC, including natural gas compression, processing, and electric power generation, through local sales teams, with equipment manufactured from the Company’s three facilities in North America.
  • ES backlog as at December 31, 2025 of $1.1 billion provides strong visibility into future revenue generation and business activity levels. Bookings of $377 million during Q4/25 compared to $301 million in Q4/24, $339 million in Q3/25 and a trailing eight quarter average of $336 million. ES book-to-bill ratio (calculated as bookings divided by revenue), was 1.1x during Q4/25 and 1.0x on a trailing eight quarter average, highlighting that the Company is consistently replenishing its backlog in line with project execution.
  • The Company continues to expand and deepen relationships with upstream and midstream client partners across the U.S., particularly in the Permian basin, through strategic collaboration and long-term partnership development. During Q4/25, this momentum contributed to Enerflex securing multiple orders for large-scale compression, natural gas processing, retrofit, and power generation equipment. During Q4/25, Enerflex also established a long-term framework agreement for compression solutions with a diversified, integrated midstream client partner in the U.S.
  • Enerflex continues to develop opportunities in the electric power generation part of our business, including projects associated with data centers. In early-2026, Enerflex: (1) received an order to supply power generation units for a large data center project in the U.S., with deliveries scheduled into 2027; (2) completed a front-end engineering and design (FEED) study for a client partner related to a large data center power generation project in the U.S., advancing the opportunity toward potential future execution; and (3) executed contracts to supply power generation equipment to two client partners in the North American market. Enerflex continues to evaluate over 1.5 gigawatt of opportunities across our Engineered Systems business line.
  • In Oman, Enerflex executed a fast-track modification project for its client partner to accommodate a new 30 mmscf/d high-CO₂ inlet gas stream. The 20-week project was completed without operational disruption, demonstrating Enerflex’s ability to deliver complex brownfield upgrades safely and efficiently.
  • Enerflex’s U.S. contract compression business continues to perform well, led by increasing natural gas production in the Permian. Utilization remained stable at 94% across a fleet size of approximately 483,000 horsepower. Enerflex increased its marketed fleet by 13% over the course of 2025 and expects approved growth capital expenditures will deliver growth at a similar pace or greater during 2026. Enerflex is also securing long-lead time components to support further growth in 2027.

____________________
1ROCE is calculated by taking EBIT for the 12-month trailing period divided by capital employed. Capital employed is average debt and Shareholders’ equity less average cash for the trailing four quarters.

SHAREHOLDER RETURNS

  • Enerflex’s Board of Directors increased the Company’s quarterly dividend by 13% to CAD$0.0425 per common share, with the dividend paid on December 1, 2025.
  • Enerflex repurchased 102,800 common shares at an average price of CAD$15.10 per share during Q4/25 and a total of 2,779,000 common shares at an average price of CAD$11.08 (as at December 31, 2025) since the commencement of its normal course issuer bid (“NCIB”) on April 1, 2025. Under the NCIB, which expires March 31, 2026, the Company is authorized to acquire up to a maximum of 6,159,695 common shares or 5% of its public float as at the application date for the NCIB, for cancellation.

BALANCE SHEET AND LIQUIDITY

  • Refinanced $563 million 9.000% senior secured notes due 2027 with $400 million of 6.875% senior unsecured notes due 2031 along with availability under the Company’s secured revolving credit facility. The refinancing is expected to reduce annual interest costs and enhance the Company’s tax efficiency.
  • Enerflex exited Q4/25 with net debt of $501 million, which included $81 million of cash and cash equivalents, a reduction of $115 million compared to Q4/24, and $83 million compared to the third quarter of 2025. Since the beginning of 2023, Enerflex has repaid approximately $520 million of long-term debt through Q4/25.
  • Enerflex’s bank-adjusted net debt-to-EBITDA ratio was approximately 1.0x at the end of Q4/25, down from 1.5x at the end of Q4/24 and 1.2x at the end of Q3/25.

MANAGEMENT COMMENTARY

Paul Mahoney, Enerflex’s President and Chief Executive Officer stated: “Strong fourth quarter operational and financial results cap off an excellent year for Enerflex, a testament to the resilience, commitment, and deep knowledge of our global team. The Energy Infrastructure and After-Market Services business lines continue to be the foundation of our results and contributed 65% of our gross margin before depreciation and amortization during 2025, consistent with our initial guidance. The Engineered Systems business line continued to demonstrate strong project execution and visibility for this business line remains solid, supported by a $1.1 billion backlog at the end of Q4/25 and healthy bidding prospects.

Over the course of 2025, we continued to advance our business and took meaningful steps to enhance long-term shareholder value. While there remains important work ahead to fully realize our ambitions, I am encouraged by the momentum across our global operations and am confident in our ability to build on this foundation during 2026.”

Mr. Mahoney added, “I would like to thank our strong team in the APAC region for their commitment to Enerflex and their contributions as we built a leading AMS business in the APAC region. The accretive divestiture announced today underscores Enerflex’s commitment to simplifying and optimizing our operations while sharpening our focus on our core regions of North America, Latin America, and the Middle East. Enerflex and INNIO share a long-standing global relationship, including Enerflex’s role as a channel partner across our core regions, and we look forward to building on this partnership.”

Preet Dhindsa, Enerflex’s Senior Vice President and Chief Financial Officer, added: “Enerflex generated record free cash flow in the fourth quarter, with capital allocation continuing to balance disciplined growth, direct shareholder returns, and enhancements to our financial flexibility. Enerflex’s bank adjusted leverage ratio declined to approximately 1.0x at the end of Q4/25 and we further solidified our financial position with a successful refinancing of our high yield notes. We remain focused on enhancing profitability of our core operations, growing our business in a disciplined and structured way, and ensuring Enerflex generates sustained, attractive returns for shareholders.”

           
SUMMARY RESULTS
           
  Three months ended
December 31,
    Twelve months ended
December 31,
 
($ millions, except percentages and ratios) 2025     2024     2025     2024  
Revenue $ 627     $ 561     $ 2,571     $ 2,414  
Gross margin (“GM”)   143       140       582       504  
GM as a percentage of revenue (“GM %”)   22.8 %     25.0 %     22.6 %     20.9 %
Selling, general and administrative expenses (“SG&A”)   83       92       272       327  
Operating income   57       50       306       173  
EBITDA1   83       92       444       364  
EBIT1   43       47       283       179  
Net (loss) earnings   (57 )     15       64       32  
Long-term debt   582       708       582       708  
Net debt2   501       616       501       616  
Cash provided by operating activities   179       113       345       324  
                       
Key Financial Performance Indicators (“KPIs”)                      
ES backlog3 $ 1,110     $ 1,280     $ 1,110     $ 1,280  
ES bookings3   377       301       1,286       1,401  
EI contract backlog4   1,321       1,545       1,321       1,545  
GM before depreciation and amortization (“GM before D&A”)5   177       174       719       642  
GM before D&A as a percentage of revenue (“GM before D&A %”)5   28.2 %     31.0 %     28.0 %     26.6 %
Adjusted EBITDA6   123       121       511       432  
Free cash flow7   141       76       230       222  
Bank-adjusted net debt to EBITDA ratio7   1.0 x   1.5x       1.0 x   1.5x  
Return on capital employed (“ROCE”)7,8   16.9 %     10.3 %     16.9 %     10.3 %


1

EBITDA is defined as earnings before
net
finance costs, income taxes, depreciation and amortization. EBIT is defined as earnings before finance costs and income taxes.


2

Net debt is defined as total long-term
debt
less cash and cash equivalents as presented in the Financial Statements.


3

Refer to the “ES Backlog
and Bookings
” section of
the
MD&A for further details.


4

Refer to the “EI Contract Backlog” section of
the
MD&A for further details.


5

Refer to the “GM before D&A by Product Line and Recurring GM before D&A” section of
the
MD&A for further details.


6

Refer to the “Adjusted EBITDA” section of
the
MD&A for further details.


7

Refer to the “Non-IFRS Measures” section of
the
MD&A for further details.


8

Determined by using the trailing 12-month
(“TTM”)
period

Enerflex’s consolidated financial statements and notes (the “Financial Statements”) and Management’s Discussion and Analysis (“MD&A”) as at December 31, 2025, can be accessed on the Company’s website at www.enerflex.com and under the electronic profile of the Company on SEDAR+ and EDGAR at www.sedarplus.ca and www.sec.gov/edgar, respectively.

OUTLOOK

Enerflex’s preliminary outlook for 2026 reflects steady demand across its business lines and geographic regions. Operating results will continue to be underpinned by the highly contracted Energy Infrastructure (“EI”) product line and the recurring nature of After Market Services (“AMS”). The EI product line is supported by customer contracts expected to generate approximately $1.3 billion of revenue over their remaining terms.

Performance for Enerflex’s Engineered Systems (“ES”) product line is expected to remain steady, supported by a backlog of approximately $1.1 billion as at December 31, 2025, the majority of which is expected to convert into revenue over the next 12 months. The medium-term outlook for ES products and services continues to be attractive, driven by expected increases in natural gas and electric power generation across Enerflex’s core operating countries.

Enerflex’s priorities in 2026 include:

  1. leveraging our leading position in core operating countries to capitalize on expected increases in demand for Enerflex’s solutions;
  2. enhancing the profitability of core operations; and
  3. maximizing free cash flow, positioning the Company to invest in customer supported growth opportunities and provide meaningful direct shareholder returns.


Capital Allocation

Enerflex is targeting organic capital expenditures of $175 million to $195 million during 2026. This includes: (1) organic growth capital expenditures of $90 million to $100 million; (2) maintenance capital expenditures of $70 million to $80 million; and (3) PP&E and infrastructure investments of approximately $15 million to support the Company’s ES business and activity in adjacent markets, including electric power generation.

Organic growth capital spending will continue to focus on customer supported opportunities and primarily allocated to expand the Company’s contract compression fleet in the U.S. Notably, the fundamentals for contract compression in the U.S. remain strong, led by expected increases in natural gas production and capital spending discipline from market participants. Although not contemplated in the Company’s 2026 capital spending plan, Enerflex continues to evaluate opportunities to organically expand its business in the Middle East.

Providing meaningful direct shareholder returns is a priority for Enerflex. During 2025, Enerflex returned $40 million to shareholders through dividend ($17 million) and share repurchases ($23 million). Going forward, capital allocation decisions will be based on delivering value to Enerflex shareholders and measured against Enerflex’s ability to maintain balance sheet strength. In addition to disciplined growth capital spending, share repurchases and dividends, Enerflex will also consider further debt reduction to strengthen its balance sheet and lower net finance costs.

DIVIDEND DECLARATION

Enerflex is committed to paying a sustainable quarterly cash dividend to shareholders. The Board of Directors has declared a quarterly dividend of CAD$0.0425 per share, payable on March 25, 2026 to shareholders of record on March 11, 2026.

CONFERENCE CALL AND WEBCAST DETAILS

Investors, analysts, members of the media, and other interested parties, are invited to participate in a conference call and audio webcast on Thursday, February 26, 2026 at 8:00 a.m. (MST), where members of senior management will discuss the Company’s results. A question-and-answer period will follow.

To participate, register at https://register-conf.media-server.com/register/BI52a508f5bca84d6ba0a59d80682b4bdc. Once registered, participants will receive the dial-in numbers and a unique PIN to enter the call. The audio webcast of the conference call will be available on the Enerflex website at www.enerflex.com under the Investors section or can be accessed directly at https://edge.media-server.com/mmc/p/bjd73ca2/.

NON-IFRS MEASURES

Throughout this news release and other materials disclosed by the Company, Enerflex employs certain measures to analyze its financial performance, financial position, and cash flows, including net debt-to-EBITDA ratio, ES backlog and bookings, EI contract backlog, free cash flow, GM before depreciation and amortization and bank-adjusted net debt-to-EBITDA ratio. These non-IFRS measures are not standardized financial measures under IFRS and may not be comparable to similar financial measures disclosed by other issuers. Accordingly, non-IFRS measures should not be considered more meaningful than generally accepted accounting principles measures as indicators of Enerflex’s performance. Refer to “Non-IFRS Measures” of Enerflex’s MD&A for the three and twelve months ended December 31, 2025, for information which is incorporated by reference into this news release and can be accessed on Enerflex’s website at www.enerflex.com and under the electronic profile of the Company on SEDAR+ and EDGAR at www.sedarplus.ca and www.sec.gov/edgar, respectively.


ADJUSTED EBITDA

  Three months ended December 31, 2025  
($ millions) NAM   LATAM   EH   Total  
Net loss1             $ (57 )
Income taxes1               41  
Net finance costs1,2               59  
EBIT3 $ 42   $ 9   $ 5   $ 43  
Depreciation and amortization   16     11     13     40  
EBITDA $ 58   $ 20   $ 18   $ 83  
Share-based compensation   10     2     3     15  
Impact of finance leases                
Principal payments received           12     12  
Derecognition of redemption options3               13  
Adjusted EBITDA $ 68   $ 22   $ 33   $ 123  

1The Company included net loss, income taxes, and net finance costs on a consolidated basis to reconcile to EBIT.
2Net finance costs are considered corporate expenditure and therefore have not been allocated to reporting segments.
3EBIT includes $13 million derecognition of the embedded derivative asset associated with the redemption options in the 2027 Notes on the early redemption. Debt is managed within Corporate and is not allocated to reporting segments.

     
  Three months ended December 31, 2024  
($ millions) NAM   LATAM   EH   Total  
Net earnings1             $ 15  
Income taxes1               6  
Net finance costs1,2               26  
EBIT3 $ 34   $ 11   $ 4   $ 47  
Depreciation and amortization   19     12     14     45  
EBITDA $ 53   $ 23   $ 18   $ 92  
Restructuring, transaction and integration costs   1             1  
Share-based compensation   11     2     3     16  
Impact of finance leases                
Principal payments received           10     10  
Unrealized loss on redemption options3               2  
Adjusted EBITDA $ 65   $ 25   $ 31   $ 121  

1The Company included net earnings, income taxes, and net finance costs on a consolidated basis to reconcile to EBIT.
2Net finance costs are considered corporate expenditure and therefore have not been allocated to reporting segments.
3EBIT includes $2 million unrealized loss on the embedded derivative asset associated with the redemption options in the 2027 Notes. Debt is managed within Corporate and is not allocated to reporting segments.

     
  Twelve months ended December 31, 2025  
($ millions) NAM   LATAM   EH     Total  
Net earnings1               $ 64  
Income taxes1                 99  
Net finance costs1,2                 120  
EBIT3 $ 188   $ 59   $ 53     $ 283  
Depreciation and amortization   64     42     55       161  
EBITDA $ 252   $ 101   $ 108     $ 444  
Share-based compensation   17     4     5       26  
Impact of finance leases                  
Upfront gain           (14 )     (14 )
Principal payments received           38       38  
Derecognition and unrealized loss on redemption options3                 17  
Adjusted EBITDA $ 269   $ 105   $ 137     $ 511  


1

The Company included net earnings, income taxes, and net finance costs on a consolidated basis to reconcile to EBIT.


2

Net finance costs are considered corporate expenditure and therefore have not been allocated to reporting segments.


3

EBIT includes $17 million derecognition and unrealized loss on redemption options associated with the 2027 Notes. The
e
arly redemption resulted in derecognition of the embedded derivative asset associated with the redemption options in the 2027 Notes. Debt is managed within Corporate and is not allocated to reporting segments.

     
  Twelve months ended December 31, 2024  
($ millions) NAM   LATAM   EH     Total  
Net earnings1               $ 32  
Income taxes1                 49  
Net finance costs1,2                 98  
EBIT3 $ 166   $ 29   $ (33 )   $ 179  
Depreciation and amortization   74     53     58       185  
EBITDA $ 240   $ 82   $ 25     $ 364  
Restructuring, transaction and integration costs   7     4     3       14  
Share-based compensation   19     5     5       29  
Impact of finance leases                  
Upfront gain           (3 )     (3 )
Principal payments received       1     44       45  
Unrealized gain on redemption options3                 (17 )
Adjusted EBITDA $ 266   $ 92   $ 74     $ 432  


1

The Company included net earnings, income taxes, and net finance costs on a consolidated basis to reconcile to EBIT.


2

Net finance costs are considered corporate expenditure and therefore have not been allocated to reporting segments.


3

EBIT includes $17 million unrealized gain on the embedded derivative asset associated with the redemption options in the 2027 Notes. Debt is managed within Corporate and is not allocated to reporting segments.


FREE CASH FLOW

The Company defines free cash flow as cash provided by (used in) operating activities, less total capital expenditures (growth and maintenance) for EI assets – operating leases and PP&E, mandatory debt repayments, and lease payments, while proceeds on disposals of PP&E and EI assets – operating leases are added back. Free cash flow may not be comparable to similar measures presented by other companies as it does not have a standardized meaning under IFRS. Management uses this non-IFRS measure to assess the level of free cash generated to fund other non-operating activities. These activities could include dividend payments, share repurchases, and non-mandatory debt repayments. Free cash flow is also used in calculating the dividend payout ratio.

  Three months ended
December 31,
    Twelve months ended
December 31,
 
($ millions, except percentages) 2025     2024     2025     2024  
Funds from operations (“FFO”)1 $ 60     $ 74     $ 326     $ 218  
Net change in working capital and other   119       39       19       106  
Cash provided by operating activities (“CFO”)2 $ 179     $ 113     $ 345     $ 324  
Less:                      
Capital expenditures – Maintenance and PP&E   (20 )     (21 )     (57 )     (53 )
Capital expenditures – Growth   (14 )     (11 )     (58 )     (22 )
Mandatory debt repayments                     (10 )
Lease payments   (7 )     (5 )     (23 )     (20 )
Add:                      
Proceeds on disposals of PP&E and EI assets – operating leases   3             23       3  
Free cash flow $ 141     $ 76     $ 230     $ 222  
Dividends paid   4       2       17       9  
Dividend payout ratio   2.8 %     2.6 %     7.4 %     4.1 %


1

Enerflex also refers to cash provided by operating activities before changes in working capital and other as “Funds from Operations” or “FFO”.


2

Enerflex also refers to cash provided by operating activities as “Cashflow from Operations” or “CFO”.


BANK-ADJUSTED NET DEBT-TO-EBITDA RATIO

Enerflex defines bank-adjusted net debt to EBITDA as borrowings under the Revolving Credit Facility (“RCF”) and Notes less cash and cash equivalents, divided by EBITDA for the trailing 12-months, as defined by the Company’s lenders. In assessing the Company’s compliance with financial covenants related to its debt, certain adjustments are made to EBITDA to determine Enerflex’s bank-adjusted net debt to EBITDA ratio. These adjustments, and Enerflex’s bank-adjusted net debt to EBITDA ratio, are calculated in accordance with, and derived from, the Company’s financing agreements.


GROSS MARGIN BEFORE DEPRECIATION AND AMORTIZATION

Gross margin before depreciation and amortization is a non-IFRS measure defined as gross margin excluding the impact of depreciation and amortization. The historical costs of assets may differ if they were acquired through acquisition or constructed, resulting in differing depreciation. Gross margin before depreciation and amortization is useful to present operating performance of the business before the impact of depreciation and amortization that may not be comparable across assets.

ADVISORY REGARDING FORWARD-LOOKING INFORMATION

This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” (and together with “forward-looking information”, “FLI”) within the meaning of the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are FLI. The use of any of the words “anticipate”, “believe”, “could”, “expect”, “future”, “may”, “potential”, “should”, “will” and similar expressions, (including negatives thereof) are intended to identify FLI.

In particular, this news release includes (without limitation) FLI pertaining to:

  • the anticipated completion of the divestiture of a majority of the Company’s operations in the APAC region (the “APAC Divestiture”), and the timing thereof, if at all;
  • expectations that Enerflex will be able to continue to deliver ES solutions in APAC following the APAC Divestiture;
  • refinancing of the 2027 senior secured notes will reduce annual interest costs and enhance the Company’s tax efficiency;
  • continued expansion and deepening of relationships with upstream and midstream client partners across the U.S., particularly in the Permian basin;
  • expectations that the U.S. contract compression business will continue to perform well, led by increasing natural gas production in the Permian;
  • expectations that approved growth capital expenditures will deliver growth of at least 13% during 2026;
  • expectations for further growth in 2027 and the ability of Enerflex to secure long-lead time components, if at all, to support such growth;
  • the ability of Enerflex to build on momentum across its global operations during 2026;
  • Enerflex’s ability to enhance the profitability of its core operations, grow its business, and generate sustained, attractive returns for shareholders, and the time required in connection therewith, if at all;
  • disclosures under the heading “Outlook” including:
    • expectations for continued steady demand across our business lines and geographic regions;
    • the highly contracted EI product line and the recurring nature of AMS will continue to underpin operating results;
    • customer contracts within Enerflex’s EI product line will generate approximately $1.3 billion of revenue over their remaining terms;  
    • expectations that performance of Enerflex’s ES product line will remain steady, with the majority of the backlog of approximately $1.1 billion as at December 31, 2025, expected to convert into revenue over the next 12 months;
    • expected increases in natural gas and electric power generation across core operating countries will drive an attractive medium-term outlook for ES products and services;
    • Enerflex’s ability to deliver on its near-term priorities and the time required in connection therewith, if at all;
    • targeted total capital expenditures during 2026 of approximately $175 million to $195 million, including (i) organic growth capital expenditures of $90 million to $100 million; (2) maintenance capital expenditures of $70 million to $80 million; and (3) PP&E and infrastructure investments of approximately $15 million;
    • selective customer supported growth investments continuing to be made in the US contract compression business;
    • continued strength in the fundamentals for contract compression in the U.S., led by expected increases in natural gas production and capital spending discipline from market participants;
    • the ability of the Company to capitalize on opportunities to organically expand its business in the Middle East, should they arise, if at all;
    • the ability of Enerflex to continue to make meaningful direct shareholder returns, including its ability to pay a sustainable quarterly cash dividend; and
    • considerations to further reduce debt to strengthen Enerflex’s balance sheet and lower net financing costs.

FLI reflect Management’s current beliefs and assumptions with respect to such things as the impact of general economic conditions; commodity prices; the markets in which Enerflex’s products and services are used; general industry conditions, forecasts, and trends; changes to, and introduction of new, governmental regulations, laws, and income taxes; increased competition; availability of qualified personnel; political unrest and geopolitical conditions; and other factors, many of which are beyond the control of Enerflex. More specifically, Enerflex’s expectations in respect of its FLI are based on a number of assumptions, estimates and projections developed based on past experience and anticipated trends, including but not limited to the ability of the Company to proactively manage the ES business line in response to near-term risks and uncertainties, including tariffs and commodity price volatility;

  • that all conditions to completion of the APAC Divestiture will be satisfied or waived in a timely manner, that all regulatory and other approvals required for completion of the APAC Divestiture will be obtained and obtained in a timely manner, that the transaction to effect the APAC Divestiture will be completed on the agreed terms, and that the expected benefits of the APAC Divestiture will be realized within the expected timeframes;
  • the ability of the Company to proactively manage the ES business line in response to near-term risks and uncertainties, including tariffs and commodity price volatility;
  • natural gas and associated liquids and produced water volumes across Enerflex’s global footprint will increase in line with expectations;
  • market conditions, customer activity, and industry fundamentals will support stable demand across Enerflex’s product lines and geographic regions throughout 2026;
  • the high level of contractual commitments within the EI product line and the predictable, recurring revenue from AMS will continue;
  • existing customer contracts within the EI product line will remain in effect and with no material cancellations or renegotiations over their remaining terms;
  • risks related to lawsuits, arbitrations or other legal proceedings;
  • the execution of projects within the ES product line will proceed as scheduled and the conversion to revenue will proceed without significant delays or cancellations;
  • the Company’s backlog providing strong visibility into future revenue generation and business activity levels;
  • no significant unforeseen cost overruns or project delays;
  • market conditions continuing to support the NCIB within the anticipated timeframe; and
  • Enerflex will maintain sufficient cash flow, profitability, and financial flexibility to support the ongoing payment of a sustainable quarterly cash dividend, subject to market conditions, operational performance, and board approval.

As a result of the foregoing, actual results, performance, or achievements of Enerflex could differ and such differences could be material from those expressed in, or implied by, the FLI. The principal risks, uncertainties and other factors affecting Enerflex and its business are identified under the heading “Risk Factors” in: (i) Enerflex’s Annual Information Form for the year ended December 31, 2025, dated February 25, 2026; and (ii) in other filings with Canadian securities regulators and the SEC, copies of which are available under the electronic profile of the Company on SEDAR+ and EDGAR at www.sedarplus.ca and www.sec.gov/edgar, respectively. Other unpredictable or unknown factors not discussed in this news release could have material adverse effects on the actual results, performance, or achievements of Enerflex expressed in, or implied by, the FLI.

The FLI included in this news release are made as of the date of this news release and are based on the information available to the Company at such time and, other than as required by law, Enerflex disclaims any intention or obligation to update or revise any FLI, whether as a result of new information, future events, or otherwise. This news release and its contents should not be construed, under any circumstances, as investment, tax, or legal advice.

The outlook provided in this news release is based on assumptions about future events, including economic conditions and proposed courses of action, based on Management’s assessment of the relevant information currently available. The outlook is based on the same assumptions and risk factors set forth above and is based on the Company’s historical results of operations. The outlook set forth in this news release was approved by Management and the Board of Directors. Management believes that the prospective financial information set forth in this news release has been prepared on a reasonable basis, reflecting Management’s best estimates and judgments, and represents the Company’s expected course of action in developing and executing its business strategy relating to its business operations. The prospective financial information set forth in this news release should not be relied on as necessarily indicative of future results. Actual results may vary, and such variance may be material.

ABOUT ENERFLEX

Enerflex is a leading provider of modular natural gas, power technology and treated water solutions, delivering value through disciplined execution and a deliberate approach to where we compete. Our customer focused delivery model supports operational excellence, innovation, and scalability across our global footprint with a focus on creating long-term shareholder value.

With approximately 4,400 engineers, manufacturers, technicians, professionals, and innovators, Enerflex is bound together by a shared vision: Transforming Energy for a Sustainable Future. The Company remains committed to the future of natural gas and the critical role it plays, while focused on sustainability offerings to support the world’s energy needs.

Enerflex’s common shares trade on the Toronto Stock Exchange under the symbol “EFX” and on the New York Stock Exchange under the symbol “EFXT”. For more information about Enerflex, visit www.enerflex.com.

For investor and media enquiries, contact:

Paul Mahoney
President and Chief Executive Officer
E-mail: [email protected]

Preet S. Dhindsa
Senior Vice President and Chief Financial Officer
E-mail: [email protected]

Jeff Fetterly
Vice President, Corporate Development and Capital Markets
E-mail: [email protected]



KD INVESTOR REMINDER: Kyndryl Holdings, Inc. Investors Have Until April 13, 2026 to Seek Lead Plaintiff Role

KD INVESTOR REMINDER: Kyndryl Holdings, Inc. Investors Have Until April 13, 2026 to Seek Lead Plaintiff Role

NEW YORK–(BUSINESS WIRE)–
If you have suffered a loss on your Kyndryl Holdings, Inc. (“Kyndryl” or the “Company”) (NYSE:KD) investment, contact Lauren Molinaro of Kirby McInerney LLP by email at [email protected], or fill out the contact form below to discuss your rights or interests in the securities fraud class action lawsuit at no cost.

Investors have until April 13, 2026 to ask the Court to appoint them as lead plaintiff. Courts do not consider applications filed after this deadline. The lead plaintiff oversees the litigation on behalf of the class and may influence key decisions, including litigation strategy and settlement. Courts regularly appoint individual investors as lead plaintiffs, not only institutions.

[CONTACT THE FIRM IF YOU SUFFERED A LOSS]

What Is the Lawsuit About?

The lawsuit has been filed on behalf of investors who purchased securities during the period of August 7, 2024 through February 9, 2026, inclusive (“the Class Period”). The lawsuit alleges that (1) Kyndryl’s financial statements issued during the Class Period were materially misstated; (2) Kyndryl lacked adequate internal controls and at times materially understated issues with its internal controls; and (3) as a result, Kyndryl would be unable to timely file its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025.

On February 9, 2026, Kyndryl announced the Company’s CFO and General Counsel had both departed “effective immediately.” The Company also announced that it “is reviewing its cash management practices related disclosures” as well as “the efficacy of the Company’s internal control over financial reporting, and certain other matters following the Company’s receipt of voluntary document requests from the Division of Enforcement of the Securities and Exchange Commission (“SEC”) relating to such matters.” On this news, the price of Kyndryl shares declined by $12.90 per share, or approximately 55%, from $23.49 per share on February 6, 2026 to close at $10.59 on February 9, 2026.

[CLICK HERE TO LEARN MORE ABOUT THE CLASS ACTION]

What Should I Do?

If you purchased or otherwise acquired Kyndryl securities, have information, or would like to learn more about this investigation, please contact Lauren Molinaro of Kirby McInerney LLP by email at [email protected], or fill out the contact form below, to discuss your rights or interests with respect to these matters at no cost.

[WHAT IS A SECURITIES CLASS ACTION?]

Kirby McInerney LLP is a New York-based plaintiffs’ law firm concentrating in securities, antitrust, whistleblower, and consumer litigation. The firm’s efforts on behalf of shareholders in securities litigation have resulted in recoveries totaling billions of dollars. Additional information about the firm can be found at Kirby McInerney LLP’s website.

This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and ethical rules.

Kirby McInerney LLP

Lauren Molinaro, Esq.

212-699-1171

https://www.kmllp.com

https://securitiesleadplaintiff.com/

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Class Action Lawsuit Professional Services Legal

MEDIA:

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Oddity Tech Ltd. Investigated on Behalf of Investors – Contact the DJS Law Group to Discuss Your Rights – ODD

Oddity Tech Ltd. Investigated on Behalf of Investors – Contact the DJS Law Group to Discuss Your Rights – ODD

LOS ANGELES–(BUSINESS WIRE)–The DJS Law Group announces that it is investigating claims on behalf of investors of Oddity Tech Ltd. (“ODDITY” or “the Company”) (NASDAQ: ODD) for violations of the securities laws.

INVESTIGATION DETAILS: The investigation focuses on whether the Company issued misleading statements and/or failed to disclose information pertinent to investors. ODDITY reported its Q4 financial results on February 25, 2026, disappointing investors with its forward-looking guidance. The Company stated it had “experienced a dislocation in our account with our largest advertising partner that we believe was driven by algorithm changes which diverted us to lower quality auctions at abnormally high costs.” ODDITY shares fell nearly 50% on the same day.

If you are a shareholder who suffered a loss, contact us to participate.

WHY DJS LAW GROUP? DJS Law Group’s primary focus is to enhance investor return through balanced counseling and aggressive advocacy. We specialize in securities class actions, corporate governance litigation, and domestic/international M&A appraisals. Our clients are some of the largest and most sophisticated hedge funds and alternative asset managers in the world. The litigation claims of our clients are extraordinarily valuable assets that demand respect, focus, and results.

This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and rules of ethics.

David J. Schwartz

DJS Law Group

274 White Plains Road, Suite 1

Eastchester, NY 10709

Phone: 914-206-9742

Email: [email protected]

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Class Action Lawsuit Professional Services Legal

MEDIA:

Palvella Therapeutics Announces Pricing of Upsized Public Offering

WAYNE, Pa., Feb. 25, 2026 (GLOBE NEWSWIRE) — Palvella Therapeutics, Inc. (“Palvella”) (Nasdaq: PVLA), a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapies to treat patients suffering from serious, rare skin diseases and vascular malformations for which there are no U.S. Food and Drug Administration (FDA)-approved therapies, today announced the pricing of its upsized public offering of 1,600,000 shares of its common stock at a price to the public of $125.00 per share. In addition, Palvella has granted the underwriters a 30-day option to purchase up to an additional 240,000 shares of its common stock at the public offering price, less underwriting discounts and commissions. The aggregate gross proceeds to Palvella from this offering are expected to be $200 million, before deducting underwriting discounts and commissions and other offering expenses, assuming no exercise of the underwriters’ option to purchase additional shares. All shares of common stock are being offered by Palvella. The offering is expected to close on or about February 27, 2026, subject to the satisfaction of customary closing conditions.

TD Cowen, Cantor, Stifel, Mizuho, LifeSci Capital, Oppenheimer & Co., Canaccord Genuity and H.C. Wainwright & Co. are acting as joint bookrunning managers for the offering. Lucid Capital Markets, Jones, Clear Street and Craig-Hallum are acting as co-managers for the offering.

Palvella intends to use the net proceeds from this offering to support the development of its programs, including QTORIN rapamycin and QTORIN pitavastatin, and for working capital and other general corporate purposes, including research and development expenses.

The offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-292544) that was declared effective by the Securities and Exchange Commission (“SEC”) on January 29, 2026. A preliminary prospectus supplement and accompanying prospectus relating to the offering was filed with the SEC and is available for free on the SEC’s website at www.sec.gov. A final prospectus supplement with the final terms of the offering and accompanying prospectus will be filed with the SEC and will be available for free on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from: TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at [email protected]; Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022 or by email at [email protected]; or Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364‐2720 or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.

About
Palvella Therapeutics

Founded and led by rare disease drug development veterans, Palvella Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapies to treat patients suffering from serious, rare skin diseases and vascular malformations for which there are no FDA-approved therapies. Palvella is developing a broad pipeline of product candidates based on its patented QTORIN™ platform, with an initial focus on serious, rare skin diseases, many of which are lifelong in nature. Palvella’s lead product candidate, QTORIN™ 3.9% rapamycin anhydrous gel (QTORIN™ rapamycin), is currently being developed for the treatment of microcystic lymphatic malformations, cutaneous venous malformations, and clinically significant angiokeratomas. Palvella’s second product candidate, QTORIN™ pitavastatin, is currently being developed for the topical treatment of disseminated superficial actinic porokeratosis.

QTORIN™ rapamycin and QTORIN™ pitavastatin are for investigational use only and neither has been approved by the FDA or by any other regulatory agency for any indication.

Caution
Regarding
Forward-Looking
Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend,” or similar expressions, or statements regarding intent, belief, or current expectations are forward-looking statements and reflect the current beliefs of Palvella’s management. Such forward-looking statements include, without limitation, statements relating to the completion, use of proceeds and anticipated total gross proceeds from the offering. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors that could cause actual results and events to differ materially and adversely from those indicated by such forward-looking statements including, among others: risks and uncertainties related to market conditions and the satisfaction of customary closing conditions related to the public offering, and other risks and uncertainties related to the public offering, as well as the risks and uncertainties set forth in the “Risk Factors” section and elsewhere in the prospectus supplement related to the public offering filed with the Securities and Exchange Commission and in our other filings with the Securities and Exchange Commission and available at www.sec.gov, including but not limited to Palvella’s periodic reports, including Palvella’s most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. Any forward-looking statements that we make in this announcement speak only as of the date of this press release, and Palvella assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise after the date of this press release, except as required under applicable law.

Contact Information:

Wesley H. Kaupinen
Founder and CEO, Palvella Therapeutics
[email protected]

Media:

Marcy Nanus
Managing Partner, Trilon Advisors LLC
[email protected]



APEX Tech Acquisition Inc. Prices $100 Million Initial Public Offering

New York, New York, Feb. 25, 2026 (GLOBE NEWSWIRE) —  APEX Tech Acquisition Inc., a blank check company incorporated in the Cayman Islands as an exempted company (the “Company”), today announced the pricing of its initial public offering (“IPO”) of 10,000,000 units at an offering price of $10.00 per unit, with each unit consisting of one ordinary share and one right to receive one-fourth (1/4) of one ordinary share upon the consummation of an initial business combination. The units are expected to trade on The New York Stock Exchange (“NYSE”) under the ticker symbol “TRADU” beginning February 26, 2026. The Company expects the IPO to close on February 27, 2026, subject to customary closing conditions. Once the securities comprising the units begin separate trading, the ordinary shares and the rights are expected to be traded on NYSE under the symbols “TRAD” and “TRADR,” respectively.

A.G.P./Alliance Global Partners is acting as the sole book-running manager for the offering.

The Company has granted the underwriters a 45-day option to purchase up to 1,500,000 units at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.

A registration statement on Form S-1 relating to the securities, as amended (File No. 333-291936) was previously filed with the Securities and Exchange Commission (“SEC”) and declared effective on February 25, 2026. This offering is being made only by means of a prospectus forming part of the effective registration statement. Copies of the prospectus may be obtained on the SEC’s website at http://www.sec.gov. Electronic copies of the prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. No securities regulatory authority has either approved or disapproved of the contents of this press release.

About APEX Tech Acquisition Inc.

The Company is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company intends to conduct a search for target businesses without being limited to a particular industry.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the IPO and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact:

APEX Tech Acquisition Inc.
Attn: Shaoren Liu
E-mail: [email protected]



Gaming and Leisure Properties Announces Pricing of $800,000,000 of 5.625% Senior Notes Due 2036

WYOMISSING, Pa., Feb. 25, 2026 (GLOBE NEWSWIRE) — Gaming and Leisure Properties, Inc. (“GLPI”) (NASDAQ: GLPI) today announced the pricing of a public offering of $800,000,000 aggregate principal amount of senior notes due 2036 (the “Notes”), to be issued by its operating partnership, GLP Capital, L.P. (the “Operating Partnership”), and GLP Financing II, Inc., a wholly-owned subsidiary of the Operating Partnership (together with the Operating Partnership, the “Issuers”). The Notes priced at 99.857% of par value, with a coupon of 5.625%, and will mature on March 1, 2036. The Notes will be senior unsecured obligations of the Issuers, guaranteed by GLPI.

The Issuers intend to use the net proceeds from the offering to repay borrowings outstanding under the Operating Partnership’s term loan credit facility. The Issuers intend to use remaining proceeds for working capital and general corporate purposes, which may include acquisitions, funding development and expansion projects at existing and new properties, repayment of indebtedness, capital expenditures and other general business purposes. The offering is expected to close on March 4, 2026, subject to the satisfaction of certain closing conditions.

The offering will be made under an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) and only by means of a prospectus and prospectus supplement. The preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available by visiting the EDGAR database on the SEC’s website at www.sec.gov.

Wells Fargo Securities, LLC, Truist Securities, Inc., Citizens JMP Securities, LLC, Fifth Third Securities, Inc., SMBC Nikko Securities America, Inc., U.S. Bancorp Investments, Inc., M&T Securities, Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Barclays Capital Inc., Scotia Capital (USA) Inc., Capital One Securities, Inc., Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC are serving as joint book-running managers for the offering. A copy of the preliminary prospectus supplement, final prospectus supplement (when available) and the accompanying prospectus relating to the offering of the Notes may be obtained by calling Wells Fargo Securities, LLC at 1-800-645-3751, Truist Securities, Inc. at 1-800-685-4786, Citizens JMP Securities, LLC at 1-617-725-5500, or Fifth Third Securities, Inc. at 1-866-531-5353.

This
press
release
does
not
constitute
an
offer
to
sell
or
the
solicitation
of
an
offer
to
buy,
nor
will
there
be
any
sale
of
these
securities
in
any
jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer or sale will be made only by means of the prospectus supplement and prospectus forming part of the effective registration statement relating to these securities.

About
Gaming
and
Leisure
Properties

GLPI is engaged in the business of acquiring, financing, and owning real estate property to be leased to gaming operators in triple-net lease arrangements, pursuant to which the tenant is responsible for all facility maintenance, insurance required in connection with the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

Forward-Looking
Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including GLPI’s expectations regarding its ability to complete the offering and apply the net proceeds as indicated. Forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” or the negative or other variation of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Such forward looking statements are inherently subject to risks, uncertainties and assumptions about GLPI and its subsidiaries, including risks related to the following: GLPI’s ability to successfully consummate the offering and apply the net proceeds as indicated; the ability of GLPI or its partners to successfully complete construction of various casino projects currently under development for which GLPI has agreed to provide construction development funding, including the Bally’s Chicago Casino Resort, and the ability and willingness of GLPI’s partners to meet and/or perform their respective obligations under the applicable construction financing and/or development documents; the impact that higher inflation and interest rates and uncertainty with respect to the future state of the economy could have on discretionary consumer spending, including the casino operations of GLPI’s tenants; unforeseen consequences related to United States (“U.S.”) government economic, monetary or trade policies and stimulus packages on inflation rates, interest rates and economic growth; the ability of GLPI’s tenants to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including, without limitation, to satisfy obligations under their existing credit facilities and other indebtedness; the availability of and the ability to identify suitable and attractive acquisition and development opportunities and the ability to acquire and lease the respective properties on favorable terms; the degree and nature of GLPI’s competition; the ability to receive, or delays in obtaining, the regulatory approvals required to own GLPI’s properties, or other delays or impediments to completing its planned acquisitions or projects; the potential of a new pandemic or similar national health crisis, including its effect on the ability or desire of people to gather in large groups (including in casinos), which could impact GLPI’s financial results, operations, outlooks, plans, goals, growth, cash flows, liquidity, and stock price; GLPI’s ability to maintain its status as a real estate investment trust (“REIT”), given the highly technical and complex Internal Revenue Code provisions for which only limited judicial and administrative authorities exist, where even a technical or inadvertent violation could jeopardize REIT qualification and where requirements may depend in part on the actions of third parties over which GLPI has no control or only limited influence; GLPI’s ability to satisfy certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis in order for GLPI to maintain its REIT status; the ability and willingness of GLPI’s tenants and other third parties to meet and/or perform their obligations under their respective contractual arrangements with GLPI, including lease and note requirements and in some cases, their obligations to indemnify, defend and hold GLPI harmless from and against various claims, litigation and liabilities; the ability of GLPI’s tenants to comply with laws, rules and regulations in the operation of its properties, to deliver high quality services, to attract and retain qualified personnel and to attract customers; the ability to generate sufficient cash flows to service and comply with financial covenants under GLPI’s outstanding indebtedness; GLPI’s ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to GLPI, including for the satisfaction of GLPI’s funding commitments to the extent drawn by its partners, acquisitions or refinancings due to maturities; with respect to tenant funding commitments, the amounts drawn and the timing of these draws may be different than what GLPI assumed; adverse changes in GLPI’s credit rating; the availability of qualified personnel and GLPI’s ability to retain its key management personnel; changes in the U.S. tax law and other federal, state or local laws or regulations, whether or not specific to real estate, REITs or the gaming, lodging or hospitality industries; changes in accounting standards; the impact of weather or climate events or conditions, natural disasters, acts of terrorism and other international hostilities, war (including the current conflict between Russia and Ukraine and conflicts in the Middle East) or political instability; the risk that the historical financial statements do not reflect what the business, financial position or results of operations of GLPI may be in the future; other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and other factors described in GLPI’s Annual Report on Form 10-K for the year ended December 31, 2025, as may be supplemented by Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the SEC. GLPI undertakes no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur as presented or at all.

Contact

Gaming and Leisure Properties, Inc.

Carlo Santarelli
SVP Corporate Strategy & Investor Relations
610/378-8232
[email protected]

Investor Relations

Joseph Jaffoni at JCIR
212/835-8500
[email protected]



Ellington Financial Inc. Reports Fourth Quarter 2025 Results

Ellington Financial Inc. Reports Fourth Quarter 2025 Results

OLD GREENWICH, Conn.–(BUSINESS WIRE)–
Ellington Financial Inc. (NYSE: EFC) (“we”) today reported financial results for the quarter ended December 31, 2025.

Highlights

  • Net income attributable to common stockholders of $14.7 million, or $0.14 per common share.1

    • $42.2 million, or $0.39 per common share, from the investment portfolio.

      • $38.1 million, or $0.35 per common share, from the credit strategy.

      • $4.1 million, or $0.04 per common share, from the Agency strategy.

    • $16.4 million, or $0.15 per common share, from Longbridge.

  • Adjusted Distributable Earnings of $51.4 million, or $0.47 per common share.2

    • $66.4 million, or $0.61 per common share, from the investment portfolio.

    • $14.6 million, or $0.13 per common share, from Longbridge.

  • Book value per common share as of December 31, 2025 of $13.16, including the effects of dividends of $0.39 per common share for the quarter.

  • Recourse debt-to-equity ratio3 of 1.9:1 as of December 31, 2025. Including all recourse and non-recourse borrowings, which primarily consist of securitization-related liabilities, debt-to-equity ratio of 9.0:13.

    • Increased long-term, non-mark-to-market financing through completion of seven securitizations and closing of $400 million of Moody’s- and Fitch-rated senior unsecured notes.

  • Cash and cash equivalents of $201.9 million as of December 31, 2025, in addition to other unencumbered assets of $1.57 billion.

Fourth Quarter 2025 Results

“Ellington Financial reported another quarter of positive results, driven by our loan origination and securitization businesses, and supported by strengthening credit performance across our diversified loan portfolios,” said Laurence Penn, Chief Executive Officer and President. “Once again, our adjusted distributable earnings substantially exceeded our dividends, with particularly strong contributions from our Longbridge segment.

“On October 6th, we closed a $400 million unsecured notes offering—our largest such offering to date. During the quarter, we continued to fortify our balance sheet by utilizing a portion of the proceeds from that offering to replace short-term repo financing, while maintaining a robust and consistent pace of securitization activity. This activity was highlighted by the completion of our inaugural securitization of residential transition loans and, subsequent to year end, our first securitization of Agency-eligible loans. As a result of these actions, our balance sheet metrics strengthened meaningfully. The proportion of total recourse borrowings represented by long-term, non-mark-to-market borrowings almost doubled quarter over quarter, while unencumbered assets expanded by more than $500 million, collectively demonstrating the enhanced strength and flexibility of our balance sheet.

“We also took advantage of the notes offering to actively deploy capital into new investments, expanding our portfolio by 9% even after the impact of securitizations.4 Our portfolio continues to benefit from strong origination and acquisition activity across non-QM loans, Agency-eligible loans, closed-end second lien loans, proprietary reverse mortgage loans, and commercial mortgage bridge loans. By year end, we had largely deployed the proceeds from the notes offering.

“As we move into 2026, we remain focused on maintaining strong credit performance and disciplined portfolio growth, while increasing market share in loan originations and scaling our securitization platform. We also continue to optimize our capital structure and balance sheet. Following year-end, we raised common equity on an accretive basis with a highly targeted use of proceeds, namely retiring our highest-cost preferred equity. We will monitor the preferred equity market with an eye toward potentially refinancing that capital at a lower cost. Meanwhile, moving to the debt side of our balance sheet, we expect over time to continue to increase the share of unsecured, non-mark-to-market, and long-term financings. We believe that all these actions will drive an increasingly resilient earnings and dividend stream for shareholders.”

Financial Results

Investment Portfolio Segment

The investment portfolio segment generated net income of $43.0 million in the fourth quarter, consisting of $38.9 million from the credit strategy and $4.1 million from the Agency strategy.

Credit

The total adjusted long credit portfolio5 increased by 15% to $4.11 billion as of December 31, 2025, compared to $3.56 billion as of September 30, 2025. The increase was driven by net purchases of non-QM loans, Agency-eligible loans, closed-end second lien loans, commercial mortgage bridge loans, ABS, and CLOs; and a larger portfolio of retained RMBS. These increases were partially offset by the impact of loans sold into securitizations.

Key Highlights6:

  • Overall positive performance driven by higher net interest income in the credit portfolio, and net realized and unrealized gains on non-QM retained tranches and forward-MSR related investments.

  • Partially offsetting higher net interest income were net realized and unrealized losses on non-QM loans, commercial mortgage bridge loans, closed-end second lien loans and related retained tranches, CLOs, CMBS, ABS, and residential REO.

  • Strong credit performance across our loan businesses, including sequentially lower 90-day delinquency rates and continued low life-to-date realized credit losses in both our residential and commercial loan portfolios.

  • Strong results from equity investments in loan originators.

During the quarter, the net interest margin7 on our credit portfolio decreased to 3.37% from 3.65%, with lower asset yields more than offsetting a slightly lower cost of funds. Asset yields declined primarily due to a higher proportion of loans held in warehouses pending securitization; this larger warehouse portfolio was the result of the deployment of the proceeds from the notes offering. We continued to benefit from positive carry on our interest rate swap hedges, where we overall receive a higher floating rate and pay a lower fixed rate.

Agency

The long Agency RMBS portfolio decreased slightly quarter over quarter to $218.4 million as of December 31, 2025, compared to $220.7 million as of September 30, 2025.

Key Highlights6:

  • Strong results driven by net interest income, net gains on Agency RMBS and net gains on interest rate hedges. Declining interest rate volatility and tightening Agency yield spreads were supportive of our portfolio.

  • Pay-ups on our specified pools decreased to 0.79% as of December 31, 2025, from 0.81% as of September 30, 2025.

The net interest margin7 on our Agency portfolio (excluding the Catch-up Amortization Adjustment) decreased to 2.18% as of December 31, 2025, from 2.27% as of September 30, 2025, driven by a decrease in asset yields. We continued to benefit from positive carry on our interest rate swap hedges, where we overall receive a higher floating rate and pay a lower fixed rate.

Longbridge Segment

The Longbridge segment reported net income of $16.4 million for the fourth quarter. The Longbridge portfolio (excluding non-retained tranches of consolidated securitization trusts) decreased by 18% sequentially to $617.2 million as of December 31, 2025, as continued strong proprietary reverse mortgage loan origination volume was more than offset by the completion of two securitizations.

Key Highlights6:

  • Positive contribution from originations, supported by sequentially higher overall origination volumes, continued strong origination margins, and net gains related to the proprietary reverse mortgage loan securitizations completed during the quarter.

  • Strong positive contribution from servicing, reflecting strong tail securitization executions, a net gain on the HMBS MSR Equivalent, driven primarily by improved profits from tail securitizations, along with steady base servicing net income.

  • Net gains on interest rate hedges.

Corporate/Other Summary

Results also reflect: (i) an increase in the unrealized loss on our unsecured debt, driven by credit spread tightening during the quarter, (ii) debt issuance costs related to our October unsecured notes offering, which were fully expensed at issuance, and (iii) higher corporate-level interest expense due to a larger amount of unsecured notes outstanding.

_________________________

1

Represents $58.5 million of aggregate net income from the investment portfolio and Longbridge segments, less $43.9 million of preferred dividends accrued and certain corporate/other income and expense items not attributed to either the investment portfolio or Longbridge segments.

2

Adjusted Distributable Earnings is a non-GAAP financial measure. See “Reconciliation of Net Income (Loss) to Adjusted Distributable Earnings” below for an explanation regarding the calculation of Adjusted Distributable Earnings. Represents $81.1 million of aggregate Adjusted Distributable Earnings from the investment portfolio and Longbridge segments, less $29.7 million of certain corporate/other items not attributed to either the investment portfolio or Longbridge segments.

3

Excludes borrowings collateralized by U.S. Treasury securities.

4

Excludes U.S. Treasury securities and non-retained tranches of consolidated securitization trusts.

5

Excludes non-retained tranches of consolidated securitization trusts.

6

Sector-level results include associated financing costs and hedging gains/losses where applicable.

7

Net interest margin represents the weighted average asset yield less the weighted average secured financing cost of funds on such assets. It also includes the effect of actual and accrued periodic payments on interest rate swaps used to hedge the assets.

Credit Portfolio(1)

The following table summarizes our credit portfolio holdings as of December 31, 2025 and September 30, 2025:

 

 

December 31, 2025

 

September 30, 2025

($ in thousands)

 

Fair Value

 

%

 

Fair Value

 

%

Dollar denominated:

 

 

 

 

 

 

 

 

Agency-eligible residential mortgage loans(2)

 

$

243,615

 

4.4

%

 

$

89,239

 

1.8

%

CLOs

 

 

111,808

 

2.0

%

 

 

72,456

 

1.5

%

CMBS

 

 

26,550

 

0.5

%

 

 

31,115

 

0.6

%

Commercial mortgage loans(3)(5)

 

 

765,059

 

13.8

%

 

 

661,271

 

13.7

%

Consumer loans and ABS backed by consumer loans(6)

 

 

143,648

 

2.6

%

 

 

97,346

 

2.0

%

Corporate debt and equity and corporate loans

 

 

29,147

 

0.5

%

 

 

26,444

 

0.5

%

Debt and equity investments in loan origination-related entities(7)

 

 

95,688

 

1.7

%

 

 

84,229

 

1.7

%

Forward MSR-related investments

 

 

77,852

 

1.4

%

 

 

74,694

 

1.5

%

Home equity line of credit and closed-end second lien loans and retained RMBS(6)(8)

 

 

364,838

 

6.6

%

 

 

313,548

 

6.5

%

Non-Agency RMBS

 

 

95,240

 

1.7

%

 

 

90,383

 

1.9

%

Non-QM loans and retained RMBS(3)(6)(8)

 

 

2,624,068

 

47.4

%

 

 

2,372,070

 

49.0

%

Other investments(9)(10)

 

 

70,466

 

1.3

%

 

 

60,840

 

1.3

%

Residential transition loans and other residential mortgage loans(2)(3)(4)

 

 

839,456

 

15.1

%

 

 

816,158

 

16.9

%

Non-Dollar denominated:

 

 

 

 

 

 

 

 

CLOs

 

 

13,232

 

0.2

%

 

 

9,969

 

0.2

%

Corporate debt and equity

 

 

 

%

 

 

186

 

%

RMBS(11)(12)

 

 

16,953

 

0.3

%

 

 

13,626

 

0.3

%

Other residential mortgage loans

 

 

27,536

 

0.5

%

 

 

29,761

 

0.6

%

Total long credit portfolio

 

$

5,545,156

 

100.0

%

 

$

4,843,335

 

100.0

%

Adjustments:

 

 

 

 

 

 

 

 

Less: Non-retained tranches of consolidated securitization trusts

 

 

1,433,814

 

 

 

 

1,281,857

 

 

Total adjusted long credit portfolio

 

$

4,111,342

 

 

 

$

3,561,479

 

 

(1)

 

This information does not include U.S. Treasury securities, securities sold short, or financial derivatives.

(2)

 

Conformed to current period presentation.

(3)

 

Includes related REO. In accordance with U.S. GAAP, REO is not considered a financial instrument and as a result is included at the lower of cost or fair value.

(4)

 

Other residential mortgage loans include secondary market purchases of non-performing and re-performing mortgage loans.

(5)

 

Includes equity investments in unconsolidated entities holding commercial mortgage loans and REO and corporate loans secured by commercial mortgage loans.

(6)

 

Includes equity investments in securitization-related vehicles.

(7)

 

Includes corporate loans made to certain loan origination entities in which we hold an equity investment.

(8)

 

Retained RMBS represents RMBS issued by non-consolidated Ellington-sponsored loan securitization trusts, and interests in entities holding such RMBS.

(9)

 

Includes equity investment in Ellington affiliate.

(10)

 

Includes equity investment in an unconsolidated entity which purchases certain other loans for eventual securitization.

(11)

 

Includes loan to an entity which purchases residential mortgage loans for eventual securitization.

(12)

 

Includes equity investment in an unconsolidated entity holding European RMBS.

Agency RMBS Portfolio

The following table(1) summarizes our Agency RMBS portfolio holdings as of December 31, 2025 and September 30, 2025:

 

 

December 31, 2025

 

September 30, 2025

($ in thousands)

 

Fair Value

 

%

 

Fair Value

 

%

Long Agency RMBS:

 

 

 

 

 

 

 

 

Fixed rate

 

$

203,077

 

93.0

%

 

$

207,161

 

93.9

%

Reverse mortgages

 

 

556

 

0.3

%

 

 

915

 

0.4

%

IOs

 

 

14,734

 

6.7

%

 

 

12,667

 

5.7

%

Total long Agency RMBS

 

$

218,367

 

100.0

%

 

$

220,743

 

100.0

%

(1)

 

This information does not include U.S. Treasury securities, securities sold short, or financial derivatives.

Longbridge Portfolio

Longbridge originates reverse mortgage loans, including (i) home equity conversion mortgage loans, or “HECMs,” which are insured by the FHA, and (ii) “proprietary reverse mortgage loans,” which are not insured by the FHA. HECMs are eligible for inclusion in GNMA-guaranteed HECM-backed MBS, or “HMBS.” Upon securitization, the HECMs remain on our balance sheet under GAAP. We have securitized some of the proprietary reverse mortgage loans originated by Longbridge, and we have retained certain of the securitization tranches in compliance with credit risk retention rules. Longbridge has typically retained the MSRs associated with the loans it has originated. Longbridge also originates home equity lines of credit, or “HELOCs,” designed for homeowners aged 62 or older.

The following table summarizes loan-related assets(1) in the Longbridge segment as of December 31, 2025 and September 30, 2025:

 

 

December 31, 2025

 

September 30, 2025

 

 

(In thousands)

HMBS assets(2)

 

$

10,524,652

 

 

$

10,232,166

 

Less: HMBS liabilities

 

 

(10,406,332

)

 

 

(10,117,649

)

HMBS MSR Equivalent

 

 

118,320

 

 

 

114,517

 

Unsecuritized HECM loans(3)

 

 

174,046

 

 

 

143,165

 

Proprietary reverse mortgage loans(4)(5)

 

 

1,687,801

 

 

 

1,387,511

 

Reverse MSRs

 

 

28,913

 

 

 

29,055

 

Unsecuritized REO(5)

 

 

4,742

 

 

 

3,596

 

Total

 

 

2,013,822

 

 

 

1,677,844

 

Less: Non-retained tranches of consolidated securitization trusts

 

 

1,396,607

 

 

 

927,852

 

Total, excluding non-retained tranches of consolidated securitization trusts

 

$

617,215

 

 

$

749,992

 

(1)

 

This information does not include financial derivatives or loan commitments.

(2)

 

Includes HECM loans, related REO, and claims or other receivables.

(3)

 

As of December 31, 2025, includes $28.5 million of active HECM buyout loans, $19.0 million of inactive HECM buyout loans, and $6.1 million of other inactive HECM loans. As of September 30, 2025, includes $19.6 million of active HECM buyout loans, $17.3 million of inactive HECM buyout loans, and $5.7 million of other inactive HECM loans.

(4)

 

As of December 31, 2025, includes $1.4 billion of securitized proprietary reverse mortgage loans and related REO, $26.0 million of cash held in a securitization reserve fund, and $19.9 million of investment related receivables. As of September 30, 2025, includes $953.2 million of securitized proprietary reverse mortgage loans, $19.2 million of cash held in a securitization reserve fund, and $6.6 million of investment related receivables.

(5)

 

In accordance with U.S. GAAP, REO is not considered a financial instrument and as a result is included at the lower of cost or fair value.

The following table summarizes Longbridge’s origination volumes by channel for the three-month periods ended December 31, 2025 and September 30, 2025:

($ In thousands)

 

December 31, 2025

 

September 30, 2025

Channel

 

Units

 

New Loan Origination Volume(1)

 

% of New Loan Origination Volume

 

Units

 

New Loan Origination Volume(1)

 

% of New Loan Origination Volume

Wholesale and correspondent

 

1,668

 

$

382,613

 

72

%

 

1,485

 

$

354,121

 

71

%

Retail

 

824

 

 

147,119

 

28

%

 

739

 

 

144,456

 

29

%

Total

 

2,492

 

$

529,732

 

100

%

 

2,224

 

$

498,577

 

100

%

(1)

 

Represents initial borrowed amounts on reverse mortgage loans.

Financing

Key Highlights:

  • Recourse Debt-to-Equity Ratio: 1.9:1 as of December 31, 2025, compared to 1:8.1 as of September 30, 2025. We issued $400 million of unsecured notes during the quarter, a portion of which replaced repo borrowings; however, the overall ratio increased slightly as the remaining proceeds from that offering, along with incremental borrowings, funded new investments, outweighing the combined impact of repo paydowns, securitizations, and higher total equity.

  • Overall Debt-to-Equity Ratio: 9.0:1 and 8.6:1 as of December 31, 2025 and September 30, 2025, respectively.

The following table summarizes our outstanding borrowings and debt-to-equity ratios as of December 31, 2025 and September 30, 2025:

 

 

December 31, 2025

 

September 30, 2025

 

 

Outstanding Borrowings(1)

 

Debt-to-Equity Ratio(2)

 

Outstanding Borrowings(1)

 

Debt-to-Equity Ratio(2)

 

 

(In thousands)

 

 

 

(In thousands)

 

 

Recourse borrowings(3)

 

$

3,614,592

 

1.9:1

 

$

3,252,917

 

1.8:1

Non-recourse borrowings(3)

 

 

13,351,910

 

7.1:1

 

 

12,331,643

 

6.9:1

Total Borrowings

 

$

16,966,502

 

9.1:1

 

$

15,584,560

 

8.7:1

Total Equity

 

$

1,871,155

 

 

 

$

1,795,820

 

 

Recourse borrowings excluding borrowings collateralized by U.S. Treasury securities, adjusted for unsettled purchases and sales

 

 

 

1.9:1

 

 

 

1.8:1

Total borrowings excluding borrowings collateralized by U.S. Treasury securities, adjusted for unsettled purchases and sales

 

 

 

9.0:1

 

 

 

8.6:1

(1)

 

Includes borrowings under repurchase agreements, other secured borrowings, other secured borrowings, at fair value, and unsecured debt, at par.

(2)

 

Recourse and overall debt-to-equity ratios are computed by dividing outstanding recourse and overall borrowings, respectively, by total equity. Debt-to-equity ratios do not account for liabilities other than debt financings.

(3)

 

All of our non-recourse borrowings are secured by collateral. In the event of default under a non-recourse borrowing, the lender has a claim against the collateral but not any of the other assets held by us or our consolidated subsidiaries. In the event of default under a recourse borrowing, the lender’s claim is not limited to the collateral (if any).

Operating Results

The following table summarizes our operating results by strategy for the three-month period ended December 31, 2025:

 

 

Investment Portfolio

 

Longbridge

 

Corporate/Other

 

Total

 

Per Share

(In thousands except per share amounts)

 

Credit

 

Agency

 

Investment Portfolio Subtotal

 

 

 

 

Interest income and other income(1)

 

$

99,886

 

 

$

2,462

 

 

$

102,348

 

 

$

42,510

 

 

$

1,795

 

 

$

146,653

 

 

$

1.34

 

Interest expense

 

 

(46,514

)

 

 

(1,436

)

 

 

(47,950

)

 

 

(24,371

)

 

 

(10,983

)

 

 

(83,304

)

 

 

(0.76

)

Realized gain (loss), net

 

 

2,291

 

 

 

(29

)

 

 

2,262

 

 

 

60

 

 

 

 

 

 

2,322

 

 

 

0.02

 

Unrealized gain (loss), net

 

 

(19,319

)

 

 

1,769

 

 

 

(17,550

)

 

 

8,927

 

 

 

(7,905

)

 

 

(16,528

)

 

 

(0.15

)

Net change from reverse mortgage loans and HMBS obligations

 

 

 

 

 

 

 

 

 

 

 

31,900

 

 

 

 

 

 

31,900

 

 

 

0.29

 

Earnings in unconsolidated entities

 

 

18,203

 

 

 

 

 

 

18,203

 

 

 

 

 

 

 

 

 

18,203

 

 

 

0.17

 

Interest rate hedges and other activity, net(2)

 

 

(402

)

 

 

1,339

 

 

 

937

 

 

 

1,767

 

 

 

(661

)

 

 

2,043

 

 

 

0.02

 

Credit hedges and other activities, net(3)

 

 

(4,413

)

 

 

 

 

 

(4,413

)

 

 

(435

)

 

 

 

 

 

(4,848

)

 

 

(0.05

)

Income tax (expense) benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,353

)

 

 

(1,353

)

 

 

(0.01

)

Investment and transaction related expenses

 

 

(8,213

)

 

 

 

 

 

(8,213

)

 

 

(16,506

)

 

 

(5,962

)

 

 

(30,681

)

 

 

(0.28

)

Other expenses

 

 

(2,663

)

 

 

 

 

 

(2,663

)

 

 

(27,491

)

 

 

(11,639

)

 

 

(41,793

)

 

 

(0.38

)

Net income (loss)

 

 

38,856

 

 

 

4,105

 

 

 

42,961

 

 

 

16,361

 

 

 

(36,708

)

 

 

22,614

 

 

 

0.21

 

Dividends on preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,981

)

 

 

(6,981

)

 

 

(0.06

)

Net (income) loss attributable to non-participating non-controlling interests

 

 

(805

)

 

 

 

 

 

(805

)

 

 

 

 

 

(4

)

 

 

(809

)

 

 

(0.01

)

Net income (loss) attributable to common stockholders and participating non-controlling interests

 

 

38,051

 

 

 

4,105

 

 

 

42,156

 

 

 

16,361

 

 

 

(43,693

)

 

 

14,824

 

 

 

0.14

 

Net (income) loss attributable to participating non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(157

)

 

 

(157

)

 

 

 

Net income (loss) attributable to common stockholders

 

$

38,051

 

 

$

4,105

 

 

$

42,156

 

 

$

16,361

 

 

$

(43,850

)

 

$

14,667

 

 

$

0.14

 

Net income (loss) attributable to common stockholders per share of common stock

 

$

0.35

 

 

$

0.04

 

 

$

0.39

 

 

$

0.15

 

 

$

(0.40

)

 

$

0.14

 

 

 

Weighted average shares of common stock and convertible units(4) outstanding

 

 

 

 

 

 

 

 

 

 

 

 

109,652

 

 

 

Weighted average shares of common stock outstanding

 

 

 

 

 

 

 

 

 

 

 

 

108,491

 

 

 

(1)

 

Other income primarily consists of rental income on real estate owned, loan origination fees, and servicing income.

(2)

 

Includes U.S. Treasury securities, if applicable.

(3)

 

Other activities include certain equity and other trading strategies and related hedges, and net realized and unrealized gains (losses) on foreign currency.

(4)

 

Convertible units include Operating Partnership units attributable to participating non-controlling interests.

The following table summarizes our operating results by strategy for the three-month period ended September 30, 2025:

 

 

Investment Portfolio

 

Longbridge

 

Corporate/Other

 

Total

 

Per Share

(In thousands except per share amounts)

 

Credit

 

Agency

 

Investment Portfolio Subtotal

 

 

 

 

Interest income and other income(1)

 

$

88,204

 

 

$

2,872

 

 

$

91,076

 

 

$

35,981

 

 

$

1,589

 

 

$

128,646

 

 

$

1.25

 

Interest expense

 

 

(43,443

)

 

 

(1,963

)

 

 

(45,406

)

 

 

(20,403

)

 

 

(3,965

)

 

 

(69,774

)

 

 

(0.68

)

Realized gain (loss), net

 

 

8,486

 

 

 

(158

)

 

 

8,328

 

 

 

220

 

 

 

 

 

 

8,548

 

 

 

0.08

 

Unrealized gain (loss), net

 

 

(8,629

)

 

 

3,012

 

 

 

(5,617

)

 

 

246

 

 

 

(2,890

)

 

 

(8,261

)

 

 

(0.08

)

Net change from reverse mortgage loans and HMBS obligations

 

 

 

 

 

 

 

 

 

 

 

34,954

 

 

 

 

 

 

34,954

 

 

 

0.34

 

Earnings in unconsolidated entities

 

 

13,074

 

 

 

 

 

 

13,074

 

 

 

 

 

 

 

 

 

13,074

 

 

 

0.13

 

Interest rate hedges and other activity, net(2)

 

 

(222

)

 

 

706

 

 

 

484

 

 

 

(3,409

)

 

 

(452

)

 

 

(3,377

)

 

 

(0.03

)

Credit hedges and other activities, net(3)

 

 

(6,737

)

 

 

 

 

 

(6,737

)

 

 

(1,243

)

 

 

 

 

 

(7,980

)

 

 

(0.08

)

Income tax (expense) benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,060

)

 

 

(1,060

)

 

 

(0.01

)

Investment and transaction related expenses

 

 

(5,677

)

 

 

 

 

 

(5,677

)

 

 

(12,136

)

 

 

 

 

 

(17,813

)

 

 

(0.17

)

Other expenses

 

 

(1,828

)

 

 

 

 

 

(1,828

)

 

 

(25,586

)

 

 

(11,785

)

 

 

(39,199

)

 

 

(0.38

)

Net income (loss)

 

 

43,228

 

 

 

4,469

 

 

 

47,697

 

 

 

8,624

 

 

 

(18,563

)

 

 

37,758

 

 

 

0.37

 

Dividends on preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,074

)

 

 

(7,074

)

 

 

(0.07

)

Net (income) loss attributable to non-participating non-controlling interests

 

 

(846

)

 

 

 

 

 

(846

)

 

 

 

 

 

(4

)

 

 

(850

)

 

 

(0.01

)

Net income (loss) attributable to common stockholders and participating non-controlling interests

 

 

42,382

 

 

 

4,469

 

 

 

46,851

 

 

 

8,624

 

 

 

(25,641

)

 

 

29,834

 

 

 

0.29

 

Net (income) loss attributable to participating non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(330

)

 

 

(330

)

 

 

 

Net income (loss) attributable to common stockholders

 

$

42,382

 

 

$

4,469

 

 

$

46,851

 

 

$

8,624

 

 

$

(25,971

)

 

$

29,504

 

 

$

0.29

 

Net income (loss) attributable to common stockholders per share of common stock

 

$

0.42

 

 

$

0.04

 

 

$

0.46

 

 

$

0.09

 

 

$

(0.26

)

 

$

0.29

 

 

 

Weighted average shares of common stock and convertible units(4) outstanding

 

 

 

 

 

 

 

 

 

 

 

 

102,726

 

 

 

Weighted average shares of common stock outstanding

 

 

 

 

 

 

 

 

 

 

 

 

101,589

 

 

 

(1)

 

Other income primarily consists of rental income on real estate owned, loan origination fees, and servicing income.

(2)

 

Includes U.S. Treasury securities, if applicable.

(3)

 

Other activities include certain equity and other trading strategies and related hedges, and net realized and unrealized gains (losses) on foreign currency.

(4)

 

Convertible units include Operating Partnership units attributable to participating non-controlling interests.

About Ellington Financial

Ellington Financial invests in a diverse array of financial assets, including residential and commercial mortgage loans and mortgage-backed securities, reverse mortgage loans, mortgage servicing rights and related investments, consumer loans, asset-backed securities, collateralized loan obligations, non-mortgage and mortgage-related derivatives, debt and equity investments in loan origination companies, and other strategic investments. Ellington Financial is externally managed and advised by Ellington Financial Management LLC, an affiliate of Ellington Management Group, L.L.C.

Conference Call

We will host a conference call at 11:00 a.m. Eastern Time on Thursday, February 26, 2026, to discuss our financial results for the quarter ended December 31, 2025. To participate in the event by telephone, please dial (800) 343-4136 at least 10 minutes prior to the start time and reference the conference ID EFCQ425. International callers should dial (203) 518-9843 and reference the same conference ID. The conference call will also be webcast live over the Internet and can be accessed via the “For Investors” section of our web site at www.ellingtonfinancial.com. To listen to the live webcast, please visit www.ellingtonfinancial.com at least 15 minutes prior to the start of the call to register, download, and install necessary audio software. In connection with the release of these financial results, we also posted an investor presentation, that will accompany the conference call, on our website at www.ellingtonfinancial.com under “For Investors—Presentations.”

A dial-in replay of the conference call will be available on Thursday, February 26, 2026, at approximately 2:00 p.m. Eastern Time through Thursday, March 5, 2026 at approximately 11:59 p.m. Eastern Time. To access this replay, please dial (800) 753-0348. International callers should dial (402) 220-2672. A replay of the conference call will also be archived on our web site at www.ellingtonfinancial.com.

Cautionary Statement Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve numerous risks and uncertainties. Our actual results may differ from our beliefs, expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature and can be identified by words such as “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “continue,” “intend,” “should,” “would,” “could,” “goal,” “objective,” “will,” “may,” “seek” or similar expressions or their negative forms, or by references to strategy, plans, or intentions. Forward-looking statements are based on our beliefs, assumptions and expectations of our future operations, business strategies, performance, financial condition, liquidity and prospects, taking into account information currently available to us. These beliefs, assumptions, and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations and strategies may vary materially from those expressed or implied in our forward-looking statements. The following factors are examples of those that could cause actual results to vary from our forward-looking statements: changes in interest rates and the market value of our investments, market volatility, changes in mortgage default rates and prepayment rates, our ability to borrow to finance our assets, changes in government regulations affecting our business, our ability to maintain our exclusion from registration under the Investment Company Act of 1940, our ability to maintain our qualification as a real estate investment trust, or “REIT,” and other changes in market conditions and economic trends, such as changes to fiscal or monetary policy, heightened inflation, slower growth or recession, and currency fluctuations. Furthermore, forward-looking statements are subject to risks and uncertainties, including, among other things, those described under Item 1A of our Annual Report on Form 10-K, which can be accessed through our website at www.ellingtonfinancial.com or at the SEC’s website (www.sec.gov). Other risks, uncertainties, and factors that could cause actual results to differ materially from those projected may be described from time to time in reports we file with the SEC, including reports on Forms 10-Q, 10-K and 8-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

This release and the information contained herein do not constitute an offer of any securities or solicitation of an offer to purchase securities.

ELLINGTON FINANCIAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

Three-Month Period Ended

 

Year Ended

 

 

December 31,

2025

 

September 30,

2025

 

December 31,

2025

(In thousands, except per share amounts)

 

 

 

 

 

 

NET INTEREST INCOME

 

 

 

 

 

 

Interest income

 

$

140,260

 

 

$

122,846

 

 

$

494,490

 

Interest expense

 

 

(86,623

)

 

 

(73,126

)

 

 

(304,533

)

Total net interest income

 

 

53,637

 

 

 

49,720

 

 

 

189,957

 

Other Income (Loss)

 

 

 

 

 

 

Realized gains (losses) on securities and loans, net

 

 

4,263

 

 

 

9,335

 

 

 

11,706

 

Realized gains (losses) on financial derivatives, net

 

 

(8,467

)

 

 

(8,335

)

 

 

(5,680

)

Realized gains (losses) on real estate owned, net

 

 

(1,968

)

 

 

(3,402

)

 

 

(7,661

)

Realized gains (losses) on unsecured borrowings, at fair value

 

 

 

 

 

 

 

 

(1,383

)

Unrealized gains (losses) on securities and loans, net

 

 

3,671

 

 

 

24,416

 

 

 

134,005

 

Unrealized gains (losses) on financial derivatives, net

 

 

5,385

 

 

 

(3,197

)

 

 

(50,535

)

Unrealized gains (losses) on real estate owned, net

 

 

(1,215

)

 

 

736

 

 

 

(5,186

)

Unrealized gains (losses) on other secured borrowings, at fair value, net

 

 

(14,371

)

 

 

(21,144

)

 

 

(92,723

)

Unrealized gains (losses) on unsecured borrowings, at fair value

 

 

(7,905

)

 

 

(2,890

)

 

 

(11,468

)

Net change from HECM reverse mortgage loans, at fair value

 

 

156,532

 

 

 

205,973

 

 

 

708,312

 

Net change related to HMBS obligations, at fair value

 

 

(124,632

)

 

 

(171,019

)

 

 

(585,333

)

Other, net

 

 

13,308

 

 

 

2,563

 

 

 

52,433

 

Total other income (loss)

 

 

24,601

 

 

 

33,036

 

 

 

146,487

 

EXPENSES

 

 

 

 

 

 

Base management fee to affiliate, net of rebates

 

 

6,869

 

 

 

6,173

 

 

 

25,404

 

Incentive fee to affiliate

 

 

 

 

 

 

 

 

4,533

 

Investment and transaction related expenses:

 

 

 

 

 

 

Servicing expense

 

 

7,123

 

 

 

7,198

 

 

 

28,560

 

Debt issuance costs related to Other secured borrowings, at fair value

 

 

6,462

 

 

 

1,397

 

 

 

10,139

 

Debt issuance costs related to unsecured borrowings, at fair value

 

 

5,962

 

 

 

 

 

 

5,962

 

Other

 

 

11,134

 

 

 

9,218

 

 

 

36,108

 

Professional fees

 

 

3,333

 

 

 

2,862

 

 

 

13,055

 

Compensation and benefits

 

 

23,643

 

 

 

21,716

 

 

 

83,633

 

Other expenses

 

 

7,948

 

 

 

8,448

 

 

 

31,142

 

Total expenses

 

 

72,474

 

 

 

57,012

 

 

 

238,536

 

Net Income (Loss) before Income Tax Expense (Benefit) and Earnings from Investments in Unconsolidated Entities

 

 

5,764

 

 

 

25,744

 

 

 

97,908

 

Income tax expense (benefit)

 

 

1,353

 

 

 

1,060

 

 

 

3,792

 

Earnings (losses) from investments in unconsolidated entities

 

 

18,203

 

 

 

13,074

 

 

 

56,653

 

Net Income (Loss)

 

 

22,614

 

 

 

37,758

 

 

 

150,769

 

Net Income (Loss) attributable to non-controlling interests

 

 

966

 

 

 

1,180

 

 

 

3,900

 

Dividends on preferred stock

 

 

6,981

 

 

 

7,074

 

 

 

28,126

 

Net Income (Loss) Attributable to Common Stockholders

 

$

14,667

 

 

$

29,504

 

 

$

118,743

 

Net Income (Loss) per Common Share:

 

 

 

 

 

 

Basic and Diluted

 

$

0.14

 

 

$

0.29

 

 

$

1.19

 

Weighted average shares of common stock outstanding

 

 

108,491

 

 

 

101,589

 

 

 

99,438

 

Weighted average shares of common stock and convertible units outstanding

 

 

109,652

 

 

 

102,726

 

 

 

100,529

 

ELLINGTON FINANCIAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

 

As of

(In thousands, except share and per share amounts)

 

December 31,

2025

 

September 30,

2025

 

December 31,

2024(1)

ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

201,893

 

 

$

184,809

 

 

$

192,387

 

Restricted cash

 

 

136,297

 

 

 

20,769

 

 

 

16,561

 

Securities, at fair value

 

 

1,034,882

 

 

 

909,851

 

 

 

962,254

 

Loans, at fair value

 

 

16,640,647

 

 

 

15,531,299

 

 

 

13,999,572

 

Loan commitments, at fair value

 

 

9,124

 

 

 

8,827

 

 

 

6,692

 

Forward MSR-related investments, at fair value

 

 

77,852

 

 

 

74,694

 

 

 

77,848

 

Mortgage servicing rights, at fair value

 

 

28,913

 

 

 

29,055

 

 

 

29,766

 

Investments in unconsolidated entities, at fair value

 

 

312,421

 

 

 

287,686

 

 

 

220,078

 

Real estate owned

 

 

75,548

 

 

 

52,083

 

 

 

46,661

 

Financial derivatives–assets, at fair value

 

 

142,723

 

 

 

151,155

 

 

 

184,395

 

Reverse repurchase agreements

 

 

453,037

 

 

 

365,716

 

 

 

336,743

 

Due from brokers

 

 

35,919

 

 

 

40,714

 

 

 

22,186

 

Investment related receivables

 

 

177,208

 

 

 

159,614

 

 

 

189,081

 

Other assets

 

 

26,446

 

 

 

28,276

 

 

 

32,804

 

Total Assets

 

$

19,352,910

 

 

$

17,844,548

 

 

$

16,317,028

 

LIABILITIES

 

 

 

 

 

 

Securities sold short, at fair value

 

$

272,702

 

 

$

234,046

 

 

$

293,574

 

Repurchase agreements

 

 

2,655,444

 

 

 

2,800,964

 

 

 

2,584,040

 

Financial derivatives–liabilities, at fair value

 

 

53,073

 

 

 

60,763

 

 

 

71,024

 

Due to brokers

 

 

48,104

 

 

 

43,001

 

 

 

55,429

 

Investment related payables

 

 

36,092

 

 

 

41,321

 

 

 

22,714

 

Other secured borrowings

 

 

296,398

 

 

 

189,203

 

 

 

253,300

 

Other secured borrowings, at fair value

 

 

2,945,578

 

 

 

2,213,994

 

 

 

1,934,309

 

HMBS-related obligations, at fair value

 

 

10,406,332

 

 

 

10,117,649

 

 

 

9,150,883

 

Unsecured borrowings, at fair value

 

 

659,832

 

 

 

251,927

 

 

 

281,912

 

Base management fee payable to affiliate

 

 

6,869

 

 

 

6,173

 

 

 

5,888

 

Dividends payable

 

 

19,428

 

 

 

18,597

 

 

 

16,611

 

Interest payable

 

 

26,798

 

 

 

20,612

 

 

 

17,956

 

Accrued expenses and other liabilities

 

 

55,105

 

 

 

50,478

 

 

 

38,566

 

Total Liabilities

 

 

17,481,755

 

 

 

16,048,728

 

 

 

14,726,206

 

EQUITY

 

 

 

 

 

 

Preferred stock, par value $0.001 per share, 100,000,000 shares authorized; 13,800,089, 13,800,089, and 13,800,089 shares issued and outstanding, and $345,002, $345,002, and $345,002 aggregate liquidation preference, respectively

 

 

331,958

 

 

 

331,958

 

 

 

331,958

 

Common stock, par value $0.001 per share, 300,000,000 shares authorized, respectively; 113,138,860, 106,066,429, and 90,678,492 shares issued and outstanding, respectively(2)

 

 

113

 

 

 

106

 

 

 

91

 

Additional paid-in-capital

 

 

1,915,152

 

 

 

1,818,381

 

 

 

1,613,540

 

Retained earnings (accumulated deficit)

 

 

(412,964

)

 

 

(384,724

)

 

 

(375,113

)

Total Stockholders’ Equity

 

 

1,834,259

 

 

 

1,765,721

 

 

 

1,570,476

 

Non-controlling interests

 

 

36,896

 

 

 

30,099

 

 

 

20,346

 

Total Equity

 

 

1,871,155

 

 

 

1,795,820

 

 

 

1,590,822

 

TOTAL LIABILITIES AND EQUITY

 

$

19,352,910

 

 

$

17,844,548

 

 

$

16,317,028

 

SUPPLEMENTAL PER SHARE INFORMATION:

 

 

 

 

 

 

Book Value Per Common Share (3)

 

$

13.16

 

 

$

13.40

 

 

$

13.52

 

(1)

 

Derived from audited financial statements as of December 31, 2024.

(2)

 

Common shares issued and outstanding at December 31, 2025 includes 7,064,774 shares of common stock issued under our ATM program during the three-month period ended December 31, 2025.

(3)

 

Based on total stockholders’ equity less the aggregate liquidation preference of our preferred stock outstanding.

Reconciliation of Net Income (Loss) to Adjusted Distributable Earnings

We calculate Adjusted Distributable Earnings as U.S. GAAP net income (loss) as adjusted for: (i) realized and unrealized gain (loss) on securities and loans, REO, mortgage servicing rights, financial derivatives (excluding periodic settlements on interest rate swaps), any borrowings carried at fair value, and foreign currency transactions; (ii) incentive fee to affiliate; (iii) Catch-up Amortization Adjustment (as defined below); (iv) non-cash equity compensation expense; (v) provision for income taxes; (vi) certain non-capitalized transaction costs; and (vii) other income or loss items that are of a non-recurring nature. For certain investments in unconsolidated entities, we include the relevant components of net operating income in Adjusted Distributable Earnings. The Catch-up Amortization Adjustment is a quarterly adjustment to premium amortization or discount accretion triggered by changes in actual and projected prepayments on our Agency RMBS (accompanied by a corresponding offsetting adjustment to realized and unrealized gains and losses). The adjustment is calculated as of the beginning of each quarter based on our then-current assumptions about cashflows and prepayments, and can vary significantly from quarter to quarter. Non-capitalized transaction costs include expenses, generally professional fees, incurred in connection with the acquisition of an investment or issuance of long-term debt. We also include in Adjusted Distributable Earnings, for all loans that we originate through Longbridge, any realized and unrealized gains (losses) on such loans up to the point of loan sale or securitization, net of sale or securitization costs.

Adjusted Distributable Earnings is a supplemental non-GAAP financial measure. We believe that the presentation of Adjusted Distributable Earnings provides information useful to investors, because: (i) we believe that it is a useful indicator of both current and projected long-term financial performance, in that it excludes the impact of certain current-period earnings components that we believe are less useful in forecasting long-term performance and dividend-paying ability; (ii) we use it to evaluate the effective net yield provided (a) by our investment portfolio, after the effects of financial leverage, and (b) by Longbridge, to reflect the earnings from its reverse mortgage origination and servicing operations; and (iii) we believe that presenting Adjusted Distributable Earnings assists investors in measuring and evaluating our operating performance, and comparing our operating performance to that of our residential mortgage REIT and mortgage originator peers. Please note, however, that: (I) our calculation of Adjusted Distributable Earnings may differ from the calculation of similarly titled non-GAAP financial measures by our peers, with the result that these non-GAAP financial measures might not be directly comparable; and (II) Adjusted Distributable Earnings excludes certain items that may impact the amount of cash that is actually available for distribution.

In addition, because Adjusted Distributable Earnings is an incomplete measure of our financial results and differs from net income (loss) computed in accordance with U.S. GAAP, it should be considered supplementary to, and not as a substitute for, net income (loss) computed in accordance with U.S. GAAP.

Furthermore, Adjusted Distributable Earnings is different from REIT taxable income. As a result, the determination of whether we have met the requirement to distribute at least 90% of our annual REIT taxable income (subject to certain adjustments) to our stockholders, in order to maintain our qualification as a REIT, is not based on whether we distributed 90% of our Adjusted Distributable Earnings.

In setting our dividends, our Board of Directors considers our earnings, liquidity, financial condition, REIT distribution requirements, and financial covenants, along with other factors that the Board of Directors may deem relevant from time to time.

The following table reconciles, for the three-month periods ended December 31, 2025 and September 30, 2025, our Adjusted Distributable Earnings to the line on our Condensed Consolidated Statement of Operations entitled Net Income (Loss), which we believe is the most directly comparable U.S. GAAP measure:

 

 

Three-Month Period Ended

 

 

December 31, 2025

 

September 30, 2025

(In thousands, except per share amounts)

 

Investment Portfolio

 

Longbridge

 

Corporate/Other

 

Total

 

Investment Portfolio

 

Longbridge

 

Corporate/Other

 

Total

Net Income (Loss)

 

$

42,961

 

 

$

16,361

 

 

$

(36,708

)

 

$

22,614

 

 

$

47,697

 

 

$

8,624

 

 

$

(18,563

)

 

$

37,758

 

Income tax expense (benefit)

 

 

 

 

 

 

 

 

1,353

 

 

 

1,353

 

 

 

 

 

 

 

 

 

1,060

 

 

 

1,060

 

Net income (loss) before income tax expense (benefit)

 

 

42,961

 

 

 

16,361

 

 

 

(35,355

)

 

 

23,967

 

 

 

47,697

 

 

 

8,624

 

 

 

(17,503

)

 

 

38,818

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized (gains) losses, net(1)

 

 

10,992

 

 

 

 

 

 

(1,122

)

 

 

9,870

 

 

 

12,330

 

 

 

 

 

 

 

 

 

12,330

 

Unrealized (gains) losses, net(2)

 

 

16,277

 

 

 

11,919

 

 

 

8,351

 

 

 

36,547

 

 

 

(194

)

 

 

20,005

 

 

 

2,652

 

 

 

22,463

 

Unrealized (gains) losses on reverse MSRs, net of hedging (gains) losses(3)

 

 

 

 

 

(3,004

)

 

 

 

 

 

(3,004

)

 

 

 

 

 

(6,831

)

 

 

 

 

 

(6,831

)

Negative (positive) component of interest income represented by Catch-up Amortization Adjustment

 

 

35

 

 

 

 

 

 

 

 

 

35

 

 

 

(23

)

 

 

 

 

 

 

 

 

(23

)

Adjustment related to consolidated proprietary reverse mortgage loan securitizations(4)

 

 

 

 

 

(11,647

)

 

 

 

 

 

(11,647

)

 

 

 

 

 

(6,682

)

 

 

 

 

 

(6,682

)

Non-capitalized transaction costs and other expense adjustments(5)

 

 

4,550

 

 

 

995

 

 

 

5,952

 

 

 

11,497

 

 

 

1,758

 

 

 

1,006

 

 

 

912

 

 

 

3,676

 

(Earnings) losses from investments in unconsolidated entities

 

 

(18,203

)

 

 

 

 

 

 

 

 

(18,203

)

 

 

(13,074

)

 

 

 

 

 

 

 

 

(13,074

)

Adjusted distributable earnings from investments in unconsolidated entities(6)

 

 

10,655

 

 

 

 

 

 

 

 

 

10,655

 

 

 

12,027

 

 

 

 

 

 

 

 

 

12,027

 

Total Adjusted Distributable Earnings

 

$

67,267

 

 

$

14,624

 

 

$

(22,174

)

 

$

59,717

 

 

$

60,521

 

 

$

16,122

 

 

$

(13,939

)

 

$

62,704

 

Dividends on preferred stock

 

 

 

 

 

 

 

 

6,981

 

 

 

6,981

 

 

 

 

 

 

 

 

 

7,074

 

 

 

7,074

 

Adjusted Distributable Earnings attributable to non-controlling interests

 

 

824

 

 

 

 

 

 

550

 

 

 

1,374

 

 

 

861

 

 

 

 

 

 

606

 

 

 

1,467

 

Adjusted Distributable Earnings Attributable to Common Stockholders

 

$

66,443

 

 

$

14,624

 

 

$

(29,705

)

 

$

51,362

 

 

$

59,660

 

 

$

16,122

 

 

$

(21,619

)

 

$

54,163

 

Adjusted Distributable Earnings Attributable to Common Stockholders, per share

 

$

0.61

 

 

$

0.13

 

 

$

(0.27

)

 

$

0.47

 

 

$

0.59

 

 

$

0.16

 

 

$

(0.22

)

 

$

0.53

(1)

 

Includes realized (gains) losses on securities and loans, REO, financial derivatives (excluding periodic settlements on interest rate swaps), and foreign currency transactions which are components of Other Income (Loss) on the Condensed Consolidated Statement of Operations.

(2)

 

Includes unrealized (gains) losses on securities and loans, REO, financial derivatives (excluding periodic settlements on interest rate swaps), borrowings carried at fair value, MSR-related investments, and foreign currency translations which are components of Other Income (Loss) on the Condensed Consolidated Statement of Operations.

(3)

 

Represents net change in fair value of the HMBS MSR Equivalent and Reverse MSRs attributable to changes in market conditions and model assumptions. This adjustment also includes net (gains) losses on certain hedging instruments (including interest rate swaps, futures, and short U.S. Treasury securities), which are components of realized and/or unrealized gains (losses) on financial derivatives, net, realized and/or unrealized gains (losses) on securities and loans, net, interest income, and interest expense on the Condensed Consolidated Statement of Operations.

(4)

 

Represents the effect of replacing mortgage loan interest income (net of securitization debt expense) with interest income of the retained tranches.

(5)

 

For the three-month period ended December 31, 2025, includes $6.0 million of debt issuances costs related to unsecured borrowings, at fair value, $1.9 million of debt issuance costs related to Other secured borrowings, at fair value, $2.1 million of other non-capitalized transaction costs, $1.2 million of non-cash equity compensation and depreciation expense, and $0.3 million of various other expenses. For the three-month period ended September 30, 2025, includes $2.2 million of non-capitalized transaction costs, $1.3 million of non-cash equity compensation and depreciation expense, and $0.2 million of various other expenses.

(6)

 

Includes the Company’s proportionate share of net interest income, net loan origination income (expense), and operating expenses for certain investments in unconsolidated entities, including certain of its non-consolidated equity investments in loan originators that have been making (or are expected to make) distributions to the Company.

 

Investors:

Ellington Financial

Investor Relations

(203) 409-3575

[email protected]

or

Media:

Amanda Shpiner/Grace Cartwright

Gasthalter & Co.

for Ellington Financial

(212) 257-4170

[email protected]

KEYWORDS: Connecticut United States North America

INDUSTRY KEYWORDS: REIT Finance Professional Services Asset Management Construction & Property

MEDIA:

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RGP to Participate in Truist Securities’ Inaugural Human Capital Virtual Conference

RGP to Participate in Truist Securities’ Inaugural Human Capital Virtual Conference

DALLAS–(BUSINESS WIRE)–
RGP (Nasdaq: RGP), a global professional services firm, today announced that Chief Executive Officer Roger Carlile and Chief Financial Officer Jenn Ryu will participate in Truist Securities’ inaugural Human Capital Virtual Conference on Thursday, March 12, 2026. Management will host virtual investor meetings throughout the day. For additional information or to request a meeting, please contact your Truist sales representative.

About RGP

RGP (Nasdaq: RGP) has been redefining professional services for 30 years by closing the gap between advice and execution. RGP combines the flexibility of on-demand talent, the rigor of consulting, and the accountability of managed services for faster impact, smarter investment, and lower risk. The firm partners with CFOs and other C-suite leaders across finance, digital transformation, data, and cloud — connecting advisory to execution at global scale.

Based in Dallas, Texas, with offices worldwide, RGP annually engages with more than 1,500 clients around the world from 40 physical practice offices and multiple virtual offices. As of January 2026, RGP is proud to have served 90 percent of the Fortune 100 and has been recognized by U.S. News & World Report (2025-2026 Best Companies to Work for) and Forbes (America’s Best Midsize Employers 2026, America’s Best Management Consulting Firms 2025, World’s Best Management Consulting Firms 2025).

Resources Connection, Inc. (RGP) is listed on the Nasdaq Global Select Market, the exchange’s highest tier by listing standards. To learn more about RGP, visit: http://www.rgp.com.

Dare to Work Differently® — for a world where execution matters.

Investor Contact:

Jennifer Ryu, Chief Financial Officer

(US+) 1-714-430-6500

[email protected]

Media Contact:

Pat Burek

Financial Profiles

(US+) 1-310-622-8244

[email protected]

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Professional Services Consulting

MEDIA:

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U.S. Physical Therapy Reports Fourth Quarter and Full Year 2025 Results

U.S. Physical Therapy Reports Fourth Quarter and Full Year 2025 Results

HOUSTON–(BUSINESS WIRE)–
U.S. Physical Therapy, Inc. (“USPH” or the “Company”) (NYSE, NYSE Texas: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services, today reported results for the fourth quarter and full year ended December 31, 2025.

FINANCIAL HIGHLIGHTS

Year Ended December 31, 2025 versus Year Ended December 31, 2024

  • Adjusted EBITDA (1), a non-Generally Accepted Accounting Principles (“GAAP”) measure, was $95.0 million for the year ended December 31, 2025 (“2025 Year”), an increase of $13.2 million or 16.2%, from $81.8 million for the year ended December 31, 2024 (“2024 Year”).

  • Net income attributable to USPH shareholders (“USPH Net Income”), a GAAP measure, was $39.6 million for the 2025 Year compared to $31.4 million for the 2024 Year. Under GAAP, increases and decreases in the value of redeemable noncontrolling interests (related to ownership interests of our partners in subsidiaries that are not fully owned by USPH), net of taxes, are not included in net income, but they are included in the calculation of earnings per share. The Company’s improved performance in 2025 increased the value of these ownership interests, net of taxes, by $18.0 million, which reduced earnings per share. Earnings per share was $1.42 for the 2025 Year and $1.84 for the 2024 Year.

  • Operating Results (1), a non-GAAP measure, was $40.0 million for the 2025 Year compared to $36.9 million for the 2024 Year. On a per share basis, Operating Results was $2.63 for the 2025 Year compared to $2.45 for the 2024 Year.

Fourth Quarter Ended December 31, 2025, versus Fourth Quarter Ended December 31, 2024

  • Non-GAAP Adjusted EBITDA (1) was $24.8 million for the three months ended December 31, 2025 (“2025 Fourth Quarter”) an increase of $3.0 million, or 13.5%, from $21.8 million for the three months ended December 31, 2024 (“2024 Fourth Quarter”).

  • USPH Net Income was $4.2 million for the 2025 Fourth Quarter compared to $9.2 million for the 2024 Fourth Quarter, with the decrease attributable to the change in fair value of contingent earnout consideration quarter over quarter – a net loss of $5.2 million in the 2025 Fourth Quarter compared to a net gain of $5.1 million in the 2024 Fourth Quarter. Under GAAP, increases and decreases in the value of redeemable noncontrolling interests, net of taxes, are not included in net income, but they are included in the calculation of earnings per share. The Company’s improved performance in the 2025 Fourth Quarter increased the value of these ownership interests, net of taxes, by $10.8 million, which reduced earnings per share. Loss per share was $0.44 for the 2025 Fourth Quarter compared to earnings per share of $0.52 for the 2024 Fourth Quarter.

  • Non-GAAP Operating Results (1) was $10.2 million for the 2025 Fourth Quarter compared to $7.8 million for the 2024 Fourth Quarter. On a per share basis, Non-GAAP Operating Results was $0.67 for the 2025 Fourth Quarter compared to $0.51 for the 2024 Fourth Quarter.

  • Net revenue from physical therapy operations for the 2025 Fourth Quarter increased $20.0 million, or 13.0%, to $173.8 million from $153.8 million for the 2024 Fourth Quarter. Physical therapy operations’ gross profit was $35.2 million for the 2025 Fourth Quarter, an increase of $7.1 million, or 25.3%, from $28.1 million for the 2024 Fourth Quarter.

  • Net rate per patient visit for the 2025 Fourth Quarter was $106.49 compared to $104.73 for the 2024 Fourth Quarter.

  • Total patient visits were 1,593,336 for the 2025 Fourth Quarter, an 11.2% increase from 1,432,801 for the 2024 Fourth Quarter.

  • Average daily patient visits per clinic, which does not include home-care visits, was 32.7 for the 2025 Fourth Quarter, a record-high volume per clinic for a fourth quarter, compared to 31.6 for the 2024 Fourth Quarter.

  • Industrial injury prevention services (“IIP”) revenue was $28.9 million for the 2025 Fourth Quarter, an increase of 8.7% as compared to the 2024 Fourth Quarter. IIP gross profit was $5.0 million for the 2025 Fourth Quarter, an increase of $0.5 million, or 11.5%, from $4.4 million for the 2024 Fourth Quarter.

  • The Company added 11 and closed 10 owned and/or managed clinics in the 2025 Fourth Quarter bringing its total count to 780 as of December 31, 2025, compared to 761 as of December 31, 2024.

  • The Company repurchased 81,322 of its own shares of common stock for total consideration of $5.6 million on the open market during the 2025 Fourth Quarter, demonstrating its confidence in the long-term prospects of the Company.

  • On January 2, 2026, the Company acquired an eight-clinic practice currently generating approximately $8.0 million in annual revenue and 66,000 in annual visits. USPH acquired a 50% interest and 50% was retained by the previous owners.

  • On January 31, 2026, the Company acquired an industrial injury prevention business currently generating approximately $7.0 million in annual revenue. USPH acquired a 70% interest and 30% was retained by the previous owner.

  • On February 2, 2026, the Company announced a 10-year strategic alliance between its subsidiary partner, MSO Metro LLC (“Metro”), and a prominent New York hospital system, whereby 60 of Metro’s existing outpatient physical therapy clinics will become part of the hospital system’s clinical services network. See “Strategic Hospital Alliances” below for more information.

  • On February 25, 2026, the Company announced a 10-year strategic alliance between another of its subsidiary partners and a local hospital system whereby the subsidiary partner’s existing 10 outpatient physical therapy clinics will become part of the hospital system’s clinical services network. See “Strategic Hospital Alliances” below for more information.

  • The Company’s Board of Directors raised the Company’s quarterly dividend rate from $0.45 per share to $0.46 per share, effective immediately, and declared a quarterly dividend for the first quarter of 2026 at the higher rate. The dividend will be payable on April 10, 2026, to shareholders of record on March 13, 2026.

  • Management currently expects the Company’s Adjusted EBITDA for 2026 to be in the range of $102.0 million to $106.0 million. See “2026 Earnings Guidance” below for more information.

__________________________

(1) These are non-GAAP Measures. Please refer to the section titled “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measure” for the definition and reconciliation of Adjusted EBITDA, Operating Results and other non-GAAP measures to the most directly comparable GAAP measure.

MANAGEMENT’S COMMENTS

Chris Reading, Chief Executive Officer, said, “Our team delivered a strong finish to a solid year where we made progress around a number of key initiatives which helped to deliver revenue growth of more than 16%, gross profit growth of over 20%, and margin and net rate improvements, among other positive developments. Additionally, we have recently announced several acquisitions as well as new, important hospital relationships in key markets which will create long-term value and increase our ability to serve patients in those areas. We have a very clear plan for the year ahead and we are excited to bring those plans to fruition with the capable help of our partners and our support teams around the country.”

2025 Fourth Quarter Versus 2024 Fourth Quarter

Additional details are available in the “Supplemental Financial and Performance Metrics” section of this release.

Physical Therapy Operations

 

Three Months Ended

Variance

December 31, 2025

December 31, 2024

$

%

(In thousands, except percentages)

Revenue related to:

Mature Clinics (1)

$

133,497

$

131,589

$

1,908

1.4%

Clinic additions (2)

 

35,694

 

17,080

 

18,614

*

(9)

Clinics sold or closed (3)

 

484

 

1,391

 

(907)

*

(9)

Net Patient Revenue

 

169,675

 

150,060

 

19,615

13.1%

Other (4)

 

4,103

 

3,747

 

356

9.5%

Total

 

173,778

 

153,807

 

19,971

13.0%

Operating costs (5) (7)

 

138,599

 

125,723

 

12,876

10.2%

Gross profit

$

35,179

$

28,084

$

7,095

25.3%

 

Financial and operating metrics (not in thousands):

Net rate per patient visit (1)

$

106.49

$

104.73

$

1.76

1.7%

Patient visits (1)

 

1,593,336

 

1,432,801

 

160,535

11.2%

Average daily visits per clinic (1)

 

32.7

 

31.6

 

1.1

3.5%

Gross Profit Margin (7)

 

20.2%

 

 

18.3%

 

 

 

 

 

Adjusted gross profit margin (4)(5)(6)(7)

 

20.5%

 

18.6%

Adjusted salaries and related costs per visit (6)(8)

$

62.15

$

62.85

$

(0.70)

(1.1)%

Adjusted operating costs per visit (6)(8)

$

85.56

$

86.06

$

(0.50)

(0.6)%

 

(1) See Glossary of Terms – Revenue Metrics for definitions.

(2) Includes 47 owned clinics added during the year ended December 31, 2025 and 96 owned clinics added during the year ended December 31, 2024. See “Clinic Count Roll Forward” for additional information.

(3) Includes 23 owned clinics closed during the year ended December 31, 2025 and 45 owned clinics closed during the year ended December 31, 2024. See “Clinic Count Roll Forward” for additional information.

(4) Includes revenues from management contracts.

(5) Includes costs from management contracts.

(6) Excludes $0.4 million for the 2025 Fourth Quarter and $0.5 million for the 2024 Fourth Quarter of certain incentive costs related to the Metro acquisition and gains or losses related to clinic closures, as applicable. See “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measure”.

(7) Amortization of certain intangible assets was reallocated between the physical therapy operations and IIP segments. Prior year amounts were reallocated to conform with current presentation.

(8) Per visit costs exclude management contract costs.

(9) Not meaningful.

Net revenue from physical therapy operations increased $20.0 million, or 13.0%, to $173.8 million for the 2025 Fourth Quarter from $153.8 million for the 2024 Fourth Quarter. Net rate per patient visit for the 2025 Fourth Quarter was $106.49 compared to $104.73 for the 2024 Fourth Quarter.

Operating costs from physical therapy operations increased $12.9 million, or 10.2%, to $138.6 million for the 2025 Fourth Quarter from $125.7 million for the 2024 Fourth Quarter. Excluding certain incentive costs related to Metro and clinic closures costs for both periods, adjusted salaries and related costs per visit (1) was $62.15 for the 2025 Fourth Quarter compared to $62.85 for the 2024 Fourth Quarter while adjusted total operating costs per visit (1) was $85.56 in the 2025 Fourth Quarter compared to $86.06 for the 2024 Fourth Quarter.

Gross profit from physical therapy operations increased $7.1 million, or 25.3%, to $35.2 million for the 2025 Fourth Quarter as compared to $28.1 million for the 2024 Fourth Quarter.

__________________________

(1) These are non-GAAP Measures. Please refer to the section titled “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measure” for the definition and reconciliation of Adjusted EBITDA, Operating Results and other non-GAAP measures to the most directly comparable GAAP measure.

Industrial Injury Prevention Services

 

Three Months Ended

Variance

December 31, 2025

December 31, 2024

$

%

(In thousands, except percentages)

Net revenue

$

28,948

$

26,640

$

2,308

8.7%

Operating costs (1)

 

23,995

 

22,197

 

1,798

8.1%

Gross profit

$

4,953

$

4,443

$

510

11.5%

 

Gross profit margin

 

17.1%

 

16.7%

 

(1) Amortization of certain intangible assets was reallocated between the physical therapy operations and IIP segments. Prior year amounts were reallocated to conform with current presentation.

IIP revenue increased $2.3 million, or 8.7%, to $28.9 million for the 2025 Fourth Quarter as compared to $26.6 million for the 2024 Fourth Quarter. Gross profit from IIP operations for the 2025 Fourth Quarter increased $0.5 million, or 11.5%, to $5.0 million from $4.4 million for the 2024 Fourth Quarter. Gross profit margin from IIP operations was 17.1% for the 2025 Fourth Quarter compared to 16.7% for the 2024 Fourth Quarter.

Corporate Office Costs and Other Expenses

Corporate office costs increased to $18.1 million for the 2025 Fourth Quarter from $15.6 million for the 2024 Fourth Quarter, primarily to support the larger number of clinics in 2025, as well as costs associated with acquisition integration and the implementation of a new financial and human resources system. Implementation costs associated with the new financial and human resources system are expected to continue through the end of 2026. As a percentage of net revenue, corporate office costs was 8.9% for the 2025 Fourth Quarter compared to 8.6% for the 2024 Fourth Quarter. Excluding the acquisition integration costs and costs associated with the implementation of the new financial and human resources system of $1.0 million and $0.5 million in each comparative quarter, corporate office costs was 8.5% and 8.3% of net revenue for the 2025 Fourth Quarter and the 2024 Fourth Quarter, respectively.

The Company revalued contingent consideration related to certain acquisitions and recognized a net loss (an increase in the related liabilities) of $5.2 million for the 2025 Fourth Quarter compared to a net gain (a decrease in the related liabilities) of $5.1 million for the 2024 Fourth Quarter.

A non-cash impairment charge of $2.4 million was recognized during the 2024 Fourth Quarter related to the impairment of assets held for sale. No impairment was recorded during the 2025 Fourth Quarter.

Operating income was $16.8 million for the 2025 Fourth Quarter compared to $19.7 million for the 2024 Fourth Quarter. Excluding the impact of certain costs discussed above, adjusted operating income (1) increased $5.4 million or 30.3% to $23.4 million for the 2025 Fourth Quarter from $17.9 million in the 2024 Fourth Quarter. See “Reconciliation of Non-GAAP measures to the Most Directly Comparable GAAP Measure”.

Interest expense increased by $0.3 million to $2.3 million for the 2025 Fourth Quarter compared to $2.0 million for the 2024 Fourth Quarter due to a higher average outstanding balance on our revolving credit facility for the 2025 Fourth Quarter. The interest rate associated with borrowings on the Company’s credit facilities was 4.8% in each of the 2025 Fourth Quarter and the 2024 Fourth Quarter, with an all-in effective interest rate (including all associated costs) of 5.6% and 5.5% over the same periods, respectively.

Interest income was $0.1 million during the 2025 Fourth Quarter compared to $0.3 million for the 2024 Fourth Quarter.

The Company revalued a put-right liability related to the future purchase of an IIP business and recognized a net non-cash gain (a decrease in the related liability) of $0.1 million in both the 2025 Fourth Quarter and the 2024 Fourth Quarter.

The provision for income taxes was $5.8 million for each of the 2025 Fourth Quarter and 2024 Fourth Quarter. Income tax expense for the 2025 Fourth Quarter included an adjustment of $1.2 million to revalue the Company’s deferred tax assets and liabilities using the most current statutory income tax rate.

USPH Net Income and Non-GAAP Measures

Net income attributable to non-controlling interest (temporary and permanent) was $5.0 million for the 2025 Fourth Quarter compared to $3.3 million for the 2024 Fourth Quarter.

USPH Net Income was $4.2 million for the 2025 Fourth Quarter compared to $9.2 million for the 2024 Fourth Quarter, with the decrease attributable to the change in fair value of contingent earnout consideration quarter over quarter. Under GAAP, increases and decreases in the value of redeemable noncontrolling interests, net of taxes, are not included in net income, but they are included in the calculation of earnings per share. The Company’s improved performance in the 2025 Fourth Quarter increased the value of these ownership interests, net of taxes, by $10.8 million, which reduced earnings per share. Loss per share was $0.44 for the 2025 Fourth Quarter compared to earnings per share of $0.52 for the 2024 Fourth Quarter.

Non-GAAP Adjusted EBITDA (1) was $24.8 million for the 2025 Fourth Quarter, an increase of $3.0 million or 13.5%, from $21.8 million for the 2024 Fourth Quarter. Non-GAAP Operating Results (1) was $10.2 million, or $0.67 per share, for the 2025 Fourth Quarter compared to $7.8 million, or $0.51 per share, for the 2024 Fourth Quarter.

__________________________

(1)

These are non-GAAP Measures. Please refer to the section titled “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measure” for the definition and reconciliation of Adjusted EBITDA, Operating Results and other non-GAAP measures to the most directly comparable GAAP measure.

2025 Year Versus 2024 Year

Net revenue for the 2025 Year increased $109.6 million, or 16.3%, to $781.0 million from $671.3 million for the 2024 Year while operating costs increased $83.9 million, or 15.3%, to $631.3 million from $547.4 million over the same periods, respectively. Gross profit for the 2025 Year was $149.7 million, or 19.2% of net revenue, compared to $123.9 million for the 2024 Year, or 18.5% of net revenue.

Net revenue from physical therapy operations increased $92.2 million, or 16.0%, in the 2025 Year versus the comparable prior year period. Additionally, net rate per patient visit increased to $105.76 for the 2025 Year from $104.71 for the 2024 Year. Gross profit from physical therapy operations increased $22.1 million or 20.9% to $128.1 million, or 19.2% as a percent of net revenues, for the 2025 Year as compared to $105.9 million, or 18.4% as a percent of net revenues, for the 2024 Year. Excluding certain incentive costs related to the Metro acquisition, which occurred on October 31, 2024, and clinic closures, the adjusted gross profit margin (1) increased $18.5 million or 16.8%. to $129.0 million, or 19.4% as a percent of net revenues for the 2025 Year compared to $110.5 million, or 19.2% as a percent of net revenues, for the 2024 Year.

Revenues from IIP increased $17.5 million, or 18.0%, to $114.4 million for the 2025 Year from $96.9 million for the 2024 Year. Gross profit from IIP operations increased $3.6 million, or 20.2%, to $21.6 million for the 2025 Year from $18.0 million in the 2024 Year. The gross profit margin from IIP operations was 18.9% for the 2025 Year compared to 18.6% for the 2024 Year.

Corporate office costs were $69.3 million for the 2025 Year compared to $58.3 million for the 2024 Year. As a percentage of net revenue, corporate office costs were 8.9% and 8.7% over the same periods, respectively. Excluding acquisition integration costs and the costs associated with the implementation of the new financial and human resources system of $2.4 million and $0.8 million in the comparative years, corporate office costs was 8.6% of net revenue for the 2025 Year and the 2024 Year.

The Company revalued contingent consideration related to certain acquisitions and recognized a net gain (a decrease in the related liabilities) of $6.2 million for the 2025 Year compared to a net loss of $0.2 million for the 2024 Year (an increase in the related liabilities).

Operating income was $86.7 million for the 2025 Year compared to $63.0 million for the 2024 Year. Excluding the certain costs discussed above, adjusted operating income (1) increased to $84.1 million for the 2025 Year from $71.0 million for the 2024 Year, an increase of 18.4%. See the “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measure”.

Other expenses were $8.9 million for the 2025 Year compared to $2.8 million for the 2024 Year, with the increase primarily due to higher interest expense as a result of increased borrowings and lower interest income as the excess cash available during the 2024 Year has been deployed to fund acquisitions since that time. Additionally, the Company revalued a put-right liability related to the future purchase of an IIP business and recognized a net non-cash expense (an increase in the related liability) of $1.3 million for the 2025 Year compared to net non-cash expense of $0.1 million for the 2024 Year.

The provision for income tax was $19.8 million, or an effective tax rate of 33.4%, for the 2025 Year and $14.6 million, or an effective tax rate of 31.7%, for the 2024 Year. Income tax expense for the 2025 Year included an adjustment of $1.2 million to revalue the Company’s deferred tax assets and liabilities using the most current income tax rate.

USPH Net Income was $39.6 million for the 2025 Year as compared to $31.4 million for the 2024 Year while earnings per share was $1.42 for the 2025 Year compared to $1.84 for the 2024 Year.

Non-GAAP Adjusted EBITDA (1) increased $13.2 million to $95.0 million for the 2025 Year from $81.8 million for the 2024 Year while non-GAAP Operating Results (1) increased $3.1 million to $40.0 million, or $2.63 per share, for the 2025 Year from $36.9 million, or $2.45 per share, for the 2024 Year.

___________________________

(1) These are Non-GAAP Measures. Please refer to the section titled “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measure” for the definition and reconciliation of Adjusted EBITDA, Operating Results, and other non-GAAP measures to the most directly comparable GAAP measure.

For additional information on the 2025 Year results, please refer to the Company’s Annual Report on Form 10-K which is expected to be filed with the Securities and Exchange Commission on February 27, 2026.

BALANCE SHEET AND CASH FLOW

Total cash and cash equivalents were $35.6 million as of December 31, 2025, compared to $41.4 million as of December 31, 2024. The Company had $161.8 million in outstanding borrowings and $144.5 million in available credit under the Company’s revolving facility as of December 31, 2025. This compares to $151.6 million of outstanding borrowings and $164.0 million in available credit under the Company’s revolving facility as of December 31, 2024.

The Company repurchased 81,322 of its own shares for total consideration of $5.6 million on the open market during the 2025 Fourth Quarter, demonstrating its confidence in the long-term prospects of the Company.

RECENT ACQUISITIONS

On January 2, 2026, the Company acquired an eight-clinic practice currently generating approximately $8.0 million in annual revenue and approximately 66,000 in annual visits. USPH acquired a 50% interest and 50% was retained by the previous owners.

On January 31, 2026, the Company acquired an industrial injury prevention business currently generating approximately $7.0 million in annual revenue. USPH acquired a 70% interest and 30% was retained by the previous owner.

The Company’s strategy is to continue acquiring multi-clinic outpatient physical therapy practices and home-care physical and speech therapy practices, to develop outpatient physical therapy clinics as satellites in existing partnerships, and to continue acquiring companies that provide industrial injury prevention services.

STRATEGIC HOSPITAL ALLIANCES

On February 2, 2026, the Company announced a 10-year strategic alliance between its subsidiary partner, MSO Metro, LLC (“Metro”), and a prominent New York hospital system. Under the agreement, 60 of Metro’s existing outpatient physical therapy clinics in New York will become part of the hospital system’s clinical services network. The alliance is expected to begin operations with an initial group of clinics in mid-2026, with all 60 clinics anticipated to be operational by year-end 2026.

On February 25, 2026, the Company also announced a 10-year strategic alliance between another of its subsidiary partners and a local hospital system. Under the agreement, the subsidiary partner’s existing ten clinics will become part of the hospital’s clinical services network. The alliance is expected to begin operations by mid-2026, with all ten clinics anticipated to be operational by year-end 2026.

These arrangements will be accretive to the Company’s revenue, EBITDA, and margins. Upon full integration of 60 of Metro’s clinics, the incremental annualized EBITDA contribution to Metro is expected to be at least $12 million, with the corresponding impact to USPH estimated to be at least $6 million, reflecting its 50% ownership interest in Metro. Upon full integration of the additional subsidiary partner’s ten clinics, the incremental annualized EBITDA contribution to the subsidiary partner is expected to be at least $2 million, with the corresponding impact to USPH estimated to be at least $1.3 million, reflecting its 65% ownership interest in the subsidiary partner. Given the phased ramp-up of these affiliations beginning mid-year 2026, a modest contribution from these alliances has been incorporated into the Company’s 2026 guidance discussed below.

2026 EARNINGS GUIDANCE

Management expects the Company’s Adjusted EBITDA for 2026 to be in the range of $102.0 million to $106.0 million. Guidance includes an estimated $2.5 million in incremental revenue associated with the estimated 1.75% Medicare rate increase beginning January 1, 2026, which applies to all of the Company’s traditional Medicare visits and a portion of the Company’s Medicare Advantage visits. Guidance also includes the modest contribution in 2026 from the strategic hospital alliances as discussed above, given the phased ramp-up of these affiliations beginning mid-year 2026.

The annual guidance figures will not be updated unless there is a material development that causes management to believe that Adjusted EBITDA will be significantly outside the given range.

QUARTERLY DIVIDEND

The Company’s Board of Directors raised the Company’s quarterly dividend rate from $0.45 per share to $0.46 per share, effective immediately, and declared a quarterly dividend for the first quarter of 2026 at the higher rate. The dividend will be payable on April 10, 2026, to shareholders of record on March 13, 2026.

CFO TRANSITION

The Company also is announcing that its Chief Financial Officer, Carey Hendrickson, will be resigning from his position with the Company on April 24, 2026 to pursue another chief financial officer position with a publicly-traded company. Concurrent with Mr. Hendrickson’s departure, Jason Curtis, the Company’s Senior Vice President of Finance and Accounting, will assume the responsibilities of Chief Financial Officer on an interim basis while the Company conducts a comprehensive search for a permanent successor.

Chris Reading, Chairman and Chief Executive Officer of the Company commented, “We are grateful for Carey’s many contributions to USPH over the past 5 years. We wish him well in his future endeavors.”

CONFERENCE CALL INFORMATION

U.S. Physical Therapy’s management will host a conference call at 10:30 a.m. ET / 9:30 a.m. CT, on February 26, 2026, to discuss the Company’s financial results for the three months and year ended December 31, 2025. Interested parties may participate in the call by dialing (800) 445-7795 (Primary) or (785) 424-1699 (Alternate) and conference ID of USPHQ425. Please call approximately 10 minutes before the call is scheduled to begin. To listen to the live call, go to the Company’s website at www.usph.com at least 15 minutes early to register, download and install any necessary audio software. If you are unable to listen live, a playback of the conference call can be accessed until May 27, 2026, on the Company’s website.

FORWARD-LOOKING STATEMENTS

This press release contains statements that are considered to be forward-looking within the meaning under Section 21E of the Securities Exchange Act of 1934, as amended. These statements contain forward-looking information relating to the financial condition, results of operations, plans, objectives, future performance and business of our Company. These statements (often using words such as “believes”, “expects”, “intends”, “plans”, “appear”, “should” and similar words) involve risks and uncertainties that could cause actual results to differ materially from those we expect. Included among such statements may be those relating to new clinics, availability of personnel and the reimbursement environment. The forward-looking statements are based on ourcurrent views and assumptions and actual results could differ materially from those anticipated in such forward-looking statements as a result of certain risks, uncertainties, and factors, which include, but are not limited to:

  • changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification and/or enrollment status;

  • revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction;

  • changes in reimbursement rates or payment methods from third party payors including government agencies, and changes in the deductibles and co-pays owed by patients;

  • private third-party payors for our services may adopt payment policies that could limit our future revenue and profitability;

  • compliance with federal and state laws and regulations relating to the privacy of individually identifiable patient information, and associated fines and penalties for failure to comply;

  • compliance with state laws and regulations relating to the corporate practice of medicine and fee splitting, and associated fines and penalties for failure to comply ;

  • competitive, economic or reimbursement conditions in our markets which may require us to reorganize or close certain clinics and thereby incur losses and/or closure costs including the possible write-down or write-off of goodwill and other intangible assets;

  • the impact of a termination of one or more of the Company’s hospital affiliation arrangements, which could have an adverse impact on revenue and the results of operations;

  • the impact of future public health crises and epidemics/pandemics;

  • certain of our acquisition agreements contain put-rights related to a future purchase of significant equity interests in our subsidiaries or in a separate company;

  • the impact of future vaccinations and/or testing mandates at the federal, state and/or local level, which could have an adverse impact on staffing, revenue, costs and the results of operations;

  • our debt and financial obligations could adversely affect our financial condition, our ability to obtain future financing and our ability to operate our business;

  • changes as the result of government enacted national healthcare reform;

  • the ability to control variable interest entities for which we do not have a direct ownership;

  • business and regulatory conditions including federal and state regulations;

  • governmental and other third party payor inspections, reviews, investigations and audits, which may result in sanctions or reputational harm and increased costs;

  • revenue and earnings expectations;

  • contingent consideration provisions in certain of our acquisition agreements, the value of which may impact future financial results;

  • legal actions, which could subject us to increased operating costs and uninsured liabilities;

  • general economic conditions, including but not limited to inflationary and recessionary periods;

  • actual or perceived events involving banking volatility or limited liability, defaults or other adverse developments that affect the U.S or the international financial systems, may result in market wide liquidity problems which could have a material and adverse impact on our available cash and results of operations;

  • our business depends on hiring, training, and retaining qualified employees;

  • availability and cost of qualified physical therapists;

  • competitive environment in the industrial injury prevention services business, which could result in the termination or non-renewal of contractual service arrangements and other adverse financial consequences for that service line;

  • our ability to identify and complete acquisitions, and the successful integration of the operations of the acquired businesses;

  • impact on the business and cash reserves resulting from retirement or resignation of key partners and resulting purchase of their non-controlling interest (minority interests);

  • maintaining our information technology systems with adequate safeguards to protect against cyber-attacks;

  • a security breach of our or our third party vendors’ information technology systems may subject us to potential legal action and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 of the Health Information Technology for Economic and Clinical Health Act;

  • maintaining clients for which we perform management, industrial injury prevention related services, and other services, as a breach or termination of those contractual arrangements by such clients could cause operating results to be less than expected;

  • maintaining adequate internal controls;

  • maintaining necessary insurance coverage;

  • use of generative artificial intelligence;

  • availability, terms, and use of capital; and

  • weather and other seasonal factors.

Many factors are beyond our control. Given these uncertainties, you should not place undue reliance on our forward-looking statements. For additional information regarding these and other risks and uncertainties, that could cause actual results to differ materially from those contained in our forward-looking statements, please refer to “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on March 3, 3025 and any risk factors contained in subsequent quarterly and annual reports we file with the SEC. Our forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as required by law, we are under no obligation to update any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

GLOSSARY OF TERMS – REVENUE METRICS

Mature clinics are clinics (physical clinic locations and home-care business units) opened or acquired prior to January 1, 2024, and are still operating as of the balance sheet date.

Net rate per patient visit is net patient revenue related to our physical therapy operations divided by total number of patient visits (defined below) during the periods presented.

Patient visitsis the number of unique patient visits during the periods presented for both physical clinic locations and home-care.

Average daily visits per clinic per day is patient visits (excluding home-care visits) divided by the number of days in which normal business operations were conducted during the periods presented and further divided by the average number of clinics in operation during the periods presented.

ABOUT U.S. PHYSICAL THERAPY, INC.

Founded in 1990, U.S. Physical Therapy, Inc. owns and/or manages 780 outpatient physical therapy clinics in 44 states. USPH clinics provide preventative and post-operative care for a variety of orthopedic-related disorders and sports-related injuries, treatment for neurologically-related injuries and rehabilitation of injured workers. USPH also has an industrial injury prevention business which provides onsite services for clients’ employees including injury prevention and rehabilitation, performance optimization, post-offer employment testing, functional capacity evaluations, and ergonomic assessments.

More information about U.S. Physical Therapy, Inc. is available at www.usph.com. The information included on that website is not incorporated into this press release.

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 

Three Months Ended

For the Year Ended

December 31,

2025

December 31,

2024

December 31,

2025

December 31,

2024

 

Net patient revenue

$

169,675

$

150,060

$

650,429

$

560,553

Other revenue

 

33,051

 

30,387

 

130,561

 

110,792

Net revenue

 

202,726

 

180,447

 

780,990

 

671,345

Operating cost:

Salaries and related costs

 

120,234

 

109,494

 

461,890

 

399,394

Rent, supplies, contract labor and other

 

36,345

 

30,863

 

140,431

 

118,910

Depreciation and amortization

 

4,283

 

5,470

 

21,059

 

17,853

Provision for credit losses

 

1,732

 

1,847

 

7,647

 

6,912

Clinic closure costs – lease and other

 

 

246

 

270

 

4,355

Total operating cost

 

162,594

 

147,920

 

631,297

 

547,424

 

Gross profit

 

40,132

 

32,527

 

149,693

 

123,921

 

Corporate office costs

 

18,125

 

15,571

 

69,260

 

58,290

(Gain) loss on change in fair value of contingent earn-out consideration

 

5,240

 

(5,113)

 

(6,244)

 

219

Impairment of assets held for sale

 

 

 

2,418

 

 

 

 

2,418

Operating income

 

16,767

 

19,651

 

86,677

 

62,994

 

Other (expense) income:

Interest expense, debt and other

 

(2,350)

 

(2,049)

 

(9,459)

 

(8,015)

Interest income from investments

 

20

 

306

 

105

 

3,941

Change in revaluation of put-right liability

 

84

 

54

 

(1,322)

 

(82)

Equity in earnings of unconsolidated affiliate

 

322

 

264

 

1,477

 

1,014

Loss on sale of partnership

 

 

 

(123)

 

Other

 

114

 

96

 

458

 

357

Total other expense

 

(1,810)

 

(1,329)

 

(8,864)

 

(2,785)

 

Income before taxes

 

14,957

 

18,322

 

77,813

 

60,209

 

Provision for income taxes

 

5,782

 

5,828

 

19,808

 

14,609

Net income

 

9,175

 

12,494

 

58,005

 

45,600

 

Less: Net income attributable to non-controlling interest:

 

Redeemable non-controlling interest – temporary equity

 

(4,133)

 

(2,505)

 

(13,849)

 

(10,044)

Non-controlling interest – permanent equity

 

(889)

 

(745)

 

(4,573)

 

(4,132)

 

(5,022)

 

(3,250)

 

(18,422)

 

(14,176)

 

Net income attributable to USPH shareholders

$

4,153

$

9,244

$

39,583

$

31,424

 

Basic and diluted earnings (loss) per share attributable to USPH shareholders (1)

$

(0.44)

$

0.52

$

1.42

$

1.84

 

Shares used in computation – basic and diluted

 

15,167

 

15,089

 

15,175

 

15,089

 

Dividends declared per common share

$

0.45

$

0.44

$

1.80

$

1.76

 

(1) See “Adjusted EBITDA, Operating Results and Earnings per Share” for the calculation of basic and diluted earnings per share.

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN THOUSANDS)

 

 

Three Months Ended

 

For the Year Ended

 

December 31,

2025

 

December 31,

2024

 

December 31,

2025

 

December 31,

2024

 

 

 

 

 

 

 

 

Net income

$

9,175

$

12,494

$

58,005

$

45,600

Other comprehensive income:

 

Unrealized (loss) gain on cash flow hedge

 

(349)

 

1,960

 

(2,838)

 

23

Tax effect at statutory rate (federal and state)

 

93

 

(500)

 

753

 

(6)

Comprehensive income

$

8,919

$

13,954

$

55,920

$

45,617

 

Comprehensive income attributable to non-controlling interest

 

(5,022)

 

(3,250)

 

(18,422)

 

(14,176)

Comprehensive income attributable to USPH shareholders

$

3,897

$

10,704

$

37,498

$

31,441

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)

 

December 31,

2025

 

December 31,

2024

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

35,570

$

41,362

Patient accounts receivable, less provision for credit losses of $3,775 and $3,506, respectively

 

64,249

 

59,040

Accounts receivable – other

 

24,087

 

26,626

Other current assets

 

16,084

 

10,555

Total current assets

 

139,990

 

137,583

Fixed assets:

Furniture and equipment

 

67,891

 

68,128

Leasehold improvements

 

58,985

 

51,105

Fixed assets, gross

 

126,876

 

119,233

Less accumulated depreciation and amortization

 

(91,225)

 

(87,093)

Fixed assets, net

 

35,651

 

32,140

Operating lease right-of-use assets

 

144,197

 

133,936

Investment in unconsolidated affiliate

 

12,275

 

12,190

Goodwill

 

692,392

 

667,152

Other identifiable intangible assets, net

 

172,861

 

179,311

Other assets

 

6,644

 

5,155

Total assets

$

1,204,010

$

1,167,467

 

LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, USPH SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST

Current liabilities:

Accounts payable – trade

$

6,059

$

5,936

Accrued expenses

 

80,982

 

59,513

Current portion of operating lease liabilities

 

42,134

 

39,835

Current portion of term loan and notes payable

 

9,865

 

10,999

Total current liabilities

 

139,040

 

116,283

Notes payable, net of current portion

 

417

 

903

Revolving facility

 

30,500

 

11,000

Term loan, net of current portion and deferred financing costs

 

121,677

 

130,627

Deferred taxes

 

28,391

 

29,465

Operating lease liabilities, net of current portion

 

110,572

 

101,868

Other long-term liabilities

 

3,214

 

18,275

Total liabilities

 

433,811

 

408,421

 

Redeemable non-controlling interest – temporary equity

 

293,311

 

269,025

 

Commitments and Contingencies

 

U.S. Physical Therapy, Inc. (“USPH”) shareholders’ equity:

Preferred stock, $.01 par value, 500,000 shares authorized, no shares issued and outstanding

 

 

Common stock, $.01 par value, 20,000,000 shares authorized,

17,418,621 and 17,309,120 shares issued, respectively

 

174

 

172

Additional paid-in capital

 

285,522

 

290,321

Accumulated other comprehensive gain

 

714

 

2,799

Retained earnings

 

227,216

 

227,265

Treasury stock at cost, (2,296,059 and 2,214,737 shares at December 31, 2025, and 2024, respectively)

 

(37,194)

 

(31,628)

Total USPH shareholders’ equity

 

476,432

 

488,929

Non-controlling interest – permanent equity

 

456

 

1,092

Total USPH shareholders’ equity and non-controlling interest – permanent equity

 

476,888

 

490,021

Total liabilities, redeemable non-controlling interest,

USPH shareholders’ equity and non-controlling interest – permanent equity

$

1,204,010

$

1,167,467

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

 

 

Year Ended

 

December 31, 2025

 

December 31, 2024

OPERATING ACTIVITIES

Net income including non-controlling interest

$

58,005

$

45,600

Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:

Depreciation and amortization

 

22,391

 

18,681

Provision for credit losses

 

7,647

 

6,912

Equity-based awards compensation expense

 

8,270

 

7,823

Amortization of debt issue costs

 

422

 

422

Change in deferred income taxes

 

11,406

 

5,365

Change in revaluation of put-right liability

 

1,322

 

82

Change in fair value of contingent earn-out consideration

 

(6,244)

 

219

Equity of earnings in unconsolidated affiliate

 

(1,477)

 

(1,014)

Loss on sale of clinics and fixed assets

 

383

 

836

Loss on sale of a partnership

 

123

 

Impairment of assets held for sale

 

 

2,418

Changes in operating assets and liabilities:

Patient accounts receivable, net

 

(11,955)

 

(5,346)

Accounts receivable – other

 

2,895

 

(6,548)

Other current and long term assets

 

(10,418)

 

(818)

Accounts payable and accrued expenses

 

(7,798)

 

1,713

Other long-term liabilities

 

86

 

(1,405)

Net cash provided by operating activities

 

75,058

 

74,940

 

INVESTING ACTIVITIES

Purchase of fixed assets

 

(14,071)

 

(9,186)

Purchase of majority interest in businesses, net of cash acquired

 

(15,674)

 

(133,087)

Purchase of redeemable non-controlling interest, temporary equity

 

(9,917)

 

(8,052)

Purchase of non-controlling interest, permanent equity

 

(273)

 

(1,004)

Proceeds on sale of non-controlling interest, permanent equity

 

30

 

26

Repayment of notes receivable related to sales of redeemable non-controlling interest

 

531

 

 

551

Proceeds on sale of partnership interest – redeemable non-controlling interest, temporary equity

 

186

 

79

Distributions from unconsolidated affiliate

 

1,411

 

1,080

Proceeds on sale of partnership interest, clinics and fixed assets

 

700

 

Other

 

364

 

143

Net cash used in investing activities

 

(36,713)

 

(149,450)

 

FINANCING ACTIVITIES

Proceeds from revolving facility

 

189,500

 

19,000

Distributions to non-controlling interest, permanent and temporary equity

 

(19,269)

 

 

(14,711)

Cash dividends paid to shareholders

 

(27,362)

 

 

(26,540)

Payments on revolving facility

 

(170,000)

 

(8,000)

Payments on term loan

 

(9,375)

 

(3,750)

Cash used for the repurchase of common stock

 

(5,566)

 

Principal payments on notes payable

 

(2,065)

 

(2,952)

Net cash used in financing activities

 

(44,137)

 

(36,953)

 

Net decrease in cash and cash equivalents

 

(5,792)

 

(111,463)

Cash and cash equivalents – beginning of period

 

41,362

 

152,825

Cash and cash equivalents – end of period

$

35,570

$

41,362

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period for:

Income taxes

$

14,348

$

4,823

Interest paid

 

9,431

 

7,209

Non-cash investing and financing transactions during the period:

Purchase of businesses – seller financing portion

 

300

 

2,060

Liabilities assumed associated with a purchase of a business

 

 

 

670

Fair market value of initial contingent consideration related to purchase of businesses

 

5,292

 

 

17,672

Notes payable related to purchase of redeemable non-controlling interest, temporary equity

 

173

 

 

71

Payable related to the purchase of redeemable non-controlling interest, temporary equity

 

3,934

 

Offset to notes receivable associated with purchase of redeemable non-controlling interest

 

358

 

726

Notes receivable related to sale of redeemable non-controlling interest

 

 

1,890

Payable related to the purchase of non-controlling interest, permanent equity

 

8,144

 

Notes receivable related to the sale of non-controlling interest, permanent equity

 

73

 

282

Issuance of restricted stock related to purchase of business

 

 

 

1,500

U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASURES

TO THE MOST DIRECTLY COMPARABLE GAAP MEASURE

The following tables provide details of the basic and diluted earnings per share computation and reconcile net income attributable to USPH shareholders calculated in accordance with GAAP to Adjusted EBITDA and Operating Results. The tables also provide a reconciliation of additional non-GAAP measures to the most comparable GAAP measure. Management believes providing Adjusted EBITDA and Operating Results to investors is useful for comparing the Company’s period-to-period results as well as for comparing with other similar businesses since most do not have redeemable instruments and therefore have different equity structures. Management uses Adjusted EBITDA and Operating Results, which eliminate certain items described above that can be subject to volatility and unusual costs, as the principal measures to evaluate and monitor financial performance period over period.

Adjusted EBITDA, a non-GAAP measure, is defined as net income attributable to USPH shareholders before interest income, interest expense, taxes, depreciation, amortization, change in fair value of contingent earn-out consideration, changes in revaluation of put-right liability, equity-based awards compensation expense, clinic closure costs, impairment on assets held for sale, business acquisition related costs, costs related to a one-time financial and human resources systems upgrade, loss on sale of a partnership and other income and related portions for non-controlling interests.

Operating Results, a non-GAAP measure, equals net income attributable to USPH shareholders less changes in revaluation of a put-right liability, clinic closure costs, loss on sale of a partnership, changes in fair value of contingent earn-out consideration, business acquisition related costs, an income tax adjustment to revalue the Company’s deferred tax assets and liabilities to the most current statutory tax rate, costs related to a one-time financial and human resources systems upgrade and any allocations to non-controlling interests, all net of taxes. Operating Results per share also excludes the impact of the revaluation of redeemable non-controlling interest and the associated tax impact.

Adjusted EBITDA and Operating Results are not measures of financial performance under GAAP. Adjusted EBITDA, Operating Results and other non-GAAP measures should not be considered in isolation or as an alternative to, or substitute for, net income attributable to USPH shareholders presented in the consolidated financial statements.

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

ADJUSTED EBITDA, OPERATING RESULTS AND EARNINGS PER SHARE

(IN THOUSANDS, EXCEPT PER SHARE DATA)

 

Three Months Ended

For the Year Ended

 

December 31,

2025

December 31,

2024

December 31,

2025

December 31,

2024

 

(In thousands, except per share data)

 

Adjusted EBITDA (a non-GAAP measure)

 

Net income attributable to USPH shareholders

$

4,153

$

9,244

$

39,583

$

31,424

 

Adjustments:

 

Provision for income taxes

 

5,782

 

5,828

 

19,808

 

14,609

 

Depreciation and amortization

 

4,635

 

5,685

 

22,391

 

18,681

 

Interest expense, debt and other, net

 

2,350

 

2,049

 

9,459

 

8,015

 

Interest income from investments

 

(20)

 

(306)

 

(105)

 

(3,941)

 

Impairment of assets held for sale

 

 

2,418

 

 

2,418

 

Equity-based awards compensation expense

 

2,119

 

1,986

 

8,270

 

7,823

 

Change in revaluation of put-right liability

 

(84)

 

(54)

 

1,322

 

82

 

(Gain) loss on change in fair value of contingent earn-out consideration

 

5,240

 

(5,113)

 

(6,244)

 

219

 

Clinic closure costs (1)

 

 

246

 

270

 

4,355

 

Business acquisition related costs (2)

 

369

 

505

 

1,239

 

819

 

ERP implementation costs (3)

 

605

 

 

1,490

 

 

Loss on sale of partnership

 

 

 

123

 

 

Other expense (income)

 

109

 

(96)

 

(235)

 

(357)

 

Allocation to non-controlling interests

 

(504)

 

(590)

 

(2,361)

 

(2,379)

 

$

24,754

$

21,802

$

95,010

$

81,768

 

 

Operating Results (a non-GAAP measure)

 

Net income attributable to USPH shareholders

$

4,153

$

9,244

$

39,583

$

31,424

 

Adjustments:

 

(Gain) loss on change in fair value of contingent earn-out consideration

 

5,240

 

(5,113)

 

(6,244)

 

219

 

Impairment of assets held for sale

 

 

2,418

 

 

2,418

 

Change in revaluation of put-right liability

 

(84)

 

(54)

 

1,322

 

82

 

Clinic closure costs (1)

 

 

246

 

270

 

4,355

 

Business acquisition related costs (2)

 

369

 

505

 

1,239

 

819

 

ERP implementation costs (3)

 

605

 

 

1,490

 

 

Loss on sale of partnership

 

 

 

123

 

 

Income tax adjustment (4)

 

1,499

 

 

1,499

 

 

Allocation to non-controlling interest

 

(3)

 

(8)

 

277

 

(521)

 

Tax effect at statutory rate (federal and state)

 

(1,551)

 

513

 

404

 

(1,884)

 

$

10,228

$

7,751

$

39,963

$

36,912

 

 

Operating Results per share (a non-GAAP measure)

$

0.67

$

0.51

$

2.63

$

2.45

 

 

Earnings per share

 

Computation of earnings per share – USPH shareholders:

 

Net income attributable to USPH shareholders

$

4,153

$

9,244

$

39,583

$

31,424

 

Charges to retained earnings:

 

Revaluation of redeemable non-controlling interest

 

(14,700)

 

(1,806)

 

(24,521)

 

(4,964)

 

Tax effect at statutory rate (federal and state)

 

3,903

 

462

 

6,510

 

1,268

 

$

(6,644)

$

7,900

$

21,572

$

27,728

 

 

Earnings (loss) per share (basic and diluted)

$

(0.44)

$

0.52

$

1.42

$

1.84

 

 

Shares used in computation – basic and diluted

 

15,167

 

15,089

 

15,175

 

15,064

 

 

 

 

(1) Costs associated with the closure of 23 owned clinics during the year ended December 31, 2025 and 45 owned clinics during the year ended December 31, 2024. See “Clinic Count Roll Forward” for additional information.

 

(2) Primarily consists of retention bonuses, legal and consulting expenses related to the acquisitions of equity interests in certain partnerships.

 

(3) Consists of costs related to a one-time financial and human resources systems upgrade.

 

(4) Mostly consist of adjustment to revalue the Company’s deferred tax assets and liabilities to the most current statutory tax rate.

 

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

RECONCILIATION OF OTHER NON-GAAP MEASURES

TO THE MOST COMPARABLE GAAP MEASURES

(IN THOUSANDS, EXCEPT PER VISIT DATA AND PERCENTAGES)

 

The tables below reconcile other non-GAAP measures to the most directly comparable GAAP measures for the 2025 Fourth Quarter and the 2025 Year.

 

Three Months Ended December 31, 2025

 

 

 

 

 

Reported

(GAAP)

Adjustments

 

 

 

 

 

 

Adjusted

(Non-GAAP)

 

 

Clinic

Closure

Costs

 

 

Metro

Incentive

Costs (1)

 

 

Business

Acquisition

Related Costs (2)

 

 

 

ERP

Implementation

Costs (3)

Change in

Fair Value of

Contingent

Earn-out

Consideration

(in thousands, except per visit data and percentages)

Segment information – Physical Therapy Operations

 

Salaries and related costs (4)

$

99,410

$

 

$

(384

)

$

$

$

 

$

99,026

Operating costs (4)(5)

$

136,702

$

 

$

(384

)

$

$

$

 

$

136,318

Gross profit

$

35,179

$

 

$

384

 

$

$

$

 

$

35,563

Gross profit margin

 

20.2%

*

 

20.5%

Number of visits

 

1,593,336

 

1,593,336

Salaries and related costs per visit (4)

$

62.39

$

 

$

(0.24

)

$

$

$

 

$

62.15

Operating costs per visit (4)(5)

$

85.80

$

 

$

(0.24

)

$

$

$

 

$

85.56

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

$

16,767

$

 

$

384

 

$

369

$

605

$

5,240

 

$

23,365

 
 

 

 

Three Months Ended December 31, 2024

 

 

 

 

Reported

(GAAP)

Adjustments

 

 

 

 

Adjusted

(Non-GAAP)

 

 

Clinic

Closure

Costs

 

 

Metro

Incentive

Costs (1)

 

 

Business

Acquisition

Related Costs (2)

 

 

Impairment

of Assets

Held for Sale

Change in

Fair Value of

Contingent

Earn-out

Consideration

(in thousands, except per visit data and percentages)

Segment information – Physical Therapy Operations

`

 

Salaries and related costs (4)

$

90,266

$

 

$

(218

)

$

$

$

 

$

90,048

Operating costs (4)(5)

$

123,777

$

(246

)

$

(218

)

$

$

$

 

$

123,313

Gross profit

$

28,084

$

246

 

$

218

 

$

$

$

 

$

28,548

Gross profit margin

 

18.3%

*

*

 

18.6%

Number of visits

 

1,432,801

 

1,432,801

Salaries and related costs per visit (4)

$

63.00

$

 

$

(0.15

)

$

$

$

 

$

62.85

Operating costs per visit (4)(5)

$

86.38

$

(0.17

)

$

(0.15

)

$

$

$

 

$

86.06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

$

19,651

$

246

 

$

218

 

$

505

$

2,418

$

(5,113

)

$

17,925

 

(1) Certain earnout bonuses and incentive costs related to the Metro acquisition.

(2) Includes expenses related to the acquisitions of equity interests in certain partnerships.

(3) Includes costs related to a one-time financial and human resources systems upgrade.

(4) Excludes costs related to management contracts.

(5) Amortization of certain intangible assets was reallocated between the physical therapy operations and IIP segments. Prior year amounts were reallocated to conform with current presentation.

* Not meaningful

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

RECONCILIATION OF OTHER NON-GAAP MEASURES

TO THE MOST COMPARABLE GAAP MEASURES – Continued

(IN THOUSANDS, EXCEPT PER VISIT DATA AND PERCENTAGES)

 

For the Year Ended December 31, 2025

 

 

 

Reported

(GAAP)

Adjustments

 

 

 

 

 

Adjusted

(Non-GAAP)

 

 

Clinic

Closure

Costs

 

 

Metro

Incentive

Costs (1)

 

Business

Acquisition

Related

Costs (2)

 

 

ERP

Implementation

Costs (3)

Change in

Fair Value of

Contingent

Earn-out

Consideration

(in thousands, except per visit data and percentages)

Segment information – Physical Therapy Operations

 

Salaries and related costs (4)

$

381,556

$

 

$

(670

)

$

$

$

 

$

380,886

Operating costs (4)(5)

$

530,763

$

(270

)

$

(670

)

$

$

$

 

$

529,823

Gross profit

$

128,056

$

270

 

$

670

 

$

$

$

 

$

128,996

Gross profit margin

 

19.2%

*

*

 

 

19.4%

Number of visits

 

6,150,104

 

6,150,104

Salaries and related costs per visit (4)

$

62.04

$

 

$

(0.11

)

$

$

$

 

$

61.93

Operating costs per visit (4)(5)

$

86.30

$

(0.04

)

$

(0.11

)

$

$

$

 

$

86.15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

$

86,677

$

270

 

$

670

 

$

1,239

$

1,490

$

(6,244

)

$

84,102

 
 

 

 

For the Year Ended December 31, 2024

 

 

 

 

 

Reported

(GAAP)

Adjustments

 

 

 

 

 

 

Adjusted

(Non-GAAP)

 

 

Clinic

Closure

Costs

 

 

Metro

Incentive

Costs (1)

 

 

Business

Acquisition

Related

Costs (2)

 

 

 

Impairment

of Assets

Held for Sale

 

Change in

Fair Value of

Contingent

Earn-out Consideration

(in thousands, except per visit data and percentages)

Segment information – Physical Therapy Operations

 

Salaries and related costs (4)

$

330,095

$

 

$

(218

)

$

$

$

 

$

329,877

Operating costs (4)(5)

$

460,694

$

(4,355

)

$

(218

)

$

$

$

 

$

456,121

Gross profit

$

105,914

$

4,355

 

$

218

 

$

$

$

 

$

110,487

Gross profit margin

 

18.4%

*

*

 

19.2%

Number of visits

 

5,353,189

 

5,353,189

Salaries and related costs per visit (4)

$

61.66

$

 

$

(0.04

)

$

$

$

 

$

61.62

Operating costs per visit (4)(5)

$

86.06

$

(0.81

)

$

(0.04

)

$

$

$

 

$

85.21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

$

62,994

$

4,355

 

$

218

 

$

819

$

2,418

$

219

 

$

71,023

 
 

(1) Certain earnout bonuses and incentive costs related to the Metro acquisition.

(2) Includes expenses related to the acquisitions of equity interests in certain partnerships.

(3) Includes costs related to a one-time financial and human resources systems upgrade.

(4) Excludes costs related to management contracts.

(5) Amortization of certain intangible assets was reallocated between the physical therapy operations and IIP segments. Prior year amounts were reallocated to conform with current presentation.

* Not meaningful

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL AND PERFORMANCE METRICS

 

Revenue Metrics

 

Net Rate Per Patient Visit (1)

Patient Visits (1)

Average Visits Per

Clinic Per Day (2)

 

2025

 

2024

2025

2024

2025

2024

 

First quarter

$

105.66

$

103.37

1,443,805

1,268,002

31.2

29.5

Second quarter

$

105.33

$

105.05

1,558,756

1,335,335

32.7

30.6

Third quarter

$

105.54

$

105.65

1,554,207

1,317,051

32.2

30.1

Fourth quarter

$

106.49

 

$

104.73

1,593,336

1,432,801

32.7

31.6

Year

$

105.76

$

104.71

6,150,104

5,353,189

32.2

30.4

 

(1) See definition of the metrics above in the Glossary of Terms – Revenue Metrics.

(2) Excludes home-care visits.

Clinic Count Roll Forward (1)

 

2025

2024

Owned

 

Managed

 

Total

Owned

 

Managed

 

Total

Number of clinics, beginning of period

722

39

761

671

43

714

Q1 additions

14

14

14

14

Q1 closed or sold

(7)

(2)

(9)

(6)

(2)

(8)

Number of clinics, end of period

729

37

766

679

41

720

Q2 additions

6

6

7

7

Q2 closed or sold

(3)

(1)

(4)

(5)

(5)

Number of clinics, end of period

732

36

768

681

41

722

Q3 additions

16

2

18

12

12

Q3 closed or sold

(3)

(4)

(7)

(32)

(2)

(34)

Number of clinics, end of period

745

34

779

661

39

700

Q4 additions

11

11

63

63

Q4 closed or sold

(10)

(10)

(2)

(2)

Number of clinics, end of period

746

34

780

722

39

761

 
 

Full year 2025 and 2024 additions

47

2

49

96

96

Full year 2025 and 2024 closed or sold

(23)

(7)

(30)

(45)

(4)

(49)

 

 

 

(1) Excludes the home care business.

 

U.S. Physical Therapy, Inc.

Carey Hendrickson, Chief Financial Officer

email: [email protected]

Chris Reading, Chief Executive Officer

(713) 297-7000

Three Part Advisors

Joe Noyons

(817) 778-8424

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: General Health Other Health Health Physical Therapy Managed Care

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