Vir Biotechnology Announces Pricing of Public Offering of Common Stock

Vir Biotechnology Announces Pricing of Public Offering of Common Stock

SAN FRANCISCO–(BUSINESS WIRE)–
Vir Biotechnology, Inc. (Nasdaq: VIR), a clinical-stage biopharmaceutical company focused on powering the immune system to transform lives by discovering and developing medicines for serious infectious diseases and cancer, today announced the pricing of its underwritten public offering of 15,000,000 shares of its common stock at a price to the public of $10.00 per share. The gross proceeds to Vir Biotechnology from the offering are expected to be $150 million, before deducting underwriting discounts and commissions and offering expenses. In addition, Vir Biotechnology has granted the underwriters a 30-day option to purchase up to an additional 2,250,000 shares of its common stock at the public offering price, less underwriting discounts and commissions. All of the shares in the offering are being sold by Vir Biotechnology. Closing of the offering is expected to occur on November 16, 2026, subject to customary closing conditions.

Leerink Partners, Morgan Stanley and Evercore ISI are acting as bookrunning managers for the offering. Raymond James is acting as co-manager for the offering.

The shares described above are being offered pursuant to a registration statement that was filed with the U.S. Securities and Exchange Commission (the SEC) on November 12, 2026 and became automatically effective upon filing. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering was filed with the SEC on November 12, 2026. The final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and may be obtained, when available, by contacting: Leerink Partners LLC, Attn: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525, ext. 6105, or by email at [email protected]; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, or by email at [email protected]; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, or by telephone at (888) 474-0200, or by email at [email protected]; or by accessing the SEC’s website at www.sec.gov.

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.

About Vir Biotechnology, Inc.

Vir Biotechnology, Inc. is a clinical-stage biopharmaceutical company focused on powering the immune system to transform lives by discovering and developing medicines for serious infectious diseases and cancer. Its clinical-stage portfolio includes programs for chronic hepatitis delta and multiple PRO-XTEN® dual-masked T-cell engagers across validated targets in solid tumor indications. Vir Biotechnology also has a portfolio of preclinical programs across a range of oncologic malignancies.

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 “should,” “could,” “may,” “might,” “will,” “plan,” “potential,” “aim,” “expect,” “anticipate,” “promising” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements regarding the completion of the public offering. Many factors may cause differences between current expectations and actual results, including, without limitation, risks and uncertainties related to the satisfaction of customary closing conditions related to the public offering. In light of these risks and uncertainties, the events or circumstances referred to in the forward-looking statements may not occur. The actual results may vary from the anticipated results, and the variations may be material. You are cautioned not to place undue reliance on these forward-looking statements, which are based on Vir Biotechnology’s available information, expectations and assumptions as of the date of this press release. Other factors that may cause Vir Biotechnology’s actual results to differ from those expressed or implied in the forward-looking statements in this press release are discussed in the section titled “Risk Factors” of Vir Biotechnology’s Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2026, and in the preliminary prospectus supplement relating to the offering. Except as required by law, Vir Biotechnology assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Vir Biotechnology has exclusive rights to the universal PRO-XTEN® masking platform for oncology and infectious disease. PRO-XTEN® is a trademark of Amunix Pharmaceuticals, Inc., a Sanofi company.

Media

Caren Scannell

Director, Communications

[email protected]

Investors

Kiki Patel, PharmD

Head of Investor Relations

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Research Infectious Diseases Finance Clinical Trials Professional Services Biotechnology Pharmaceutical Health Science Oncology

MEDIA:

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Cellectis Reports Third Quarter 2026 Financial Results and Provides a Business Update

  • .HEAL-101 achieved up to 70% in vivo APOC3 editing with liver-restricted activity and confirmed 76% triglyceride reduction in murine models (ESGCT 2026); Phase 1 IIT in China on track for initiation, with preliminary clinical data expected in H2 2027

     
  • .HEAL-201 achieved >90% reduction in plasma PCSK9 in a humanized liver mouse model; preliminary clinical data expected in H1 2028

     
  • Cash, cash equivalents and fixed-term deposits of $149 million as of September 30, 2026
    1
    ; realignment of the operating model targeting cash runway into H2 2028

     
  • Conference call scheduled for November 13 at 8 a.m. ET / 2 p.m. CET

NEW YORK, Nov. 12, 2026 (GLOBE NEWSWIRE) — Cellectis (Euronext Growth: ALCLS – Nasdaq: CLLS), a genome engineering company developing genetic medicines for diseases that today demand a lifetime of treatment, today reported financial results for the third quarter 2026 ended September 30, 2026, and provided a business update.

« Since September, our teams have been fully committed to our new in vivo gene editing chapter, and the expanded preclinical data we presented at ESGCT for .HEAL-101 reinforce our conviction » said André Choulika, Ph.D., Co-founder and Chief Executive Officer of Cellectis. « After a single administration, .HEAL-101 edited the human APOC3 gene at rates of up to 70% in a humanized liver model, with editing restricted to the liver, and consistently reduced triglycerides by 76% in a disease model. These results support the continued development of .HEAL-101, and the initiation of an investigator-initiated trial in China is on track with the goal of delivering first clinical data for .HEAL-101 in the second half of 2027. »

___________________________________
1 As of September 30, 2026, cash, cash equivalents and fixed-term deposits include restricted cash of $2.3 million, classified as current and non-current financial assets, and fixed-term deposits of $118.3 million, classified as current financial assets.


In Vivo

Gene Editing Pipeline

.HEAL-101 – In vivo base editing of APOC3 for severe hypertriglyceridemia (sHTG)

Expanded preclinical data presented in a poster at the European Society of Gene and Cell Therapy (ESGCT) 2026 Congress support the potential of .HEAL-101 to achieve efficient and specific APOC3 editing after a single administration:


  • In vitro

    : ~90% mean APOC3 editing in a human hepatic cell line, with no DNA double-strand breaks at the target site.
     

  • In vivo:
    in a normolipidemic humanized liver mouse model, a single intravenous dose of .HEAL-101 (LNP-mRNA) edited human APOC3 at a mean rate of ~65%, reaching up to 70%.
     
  • Disease model: in a hypertriglyceridemic human APOC3 transgenic mouse model, .HEAL-101 reduced APOC3 by 67% ± 12% and triglycerides by 75% ± 11% (mean ± standard deviation).
     
  • Liver-restricted activity: editing was detected in the liver, with no significant activity in the other tissues analyzed.

The initiation of the Phase 1 investigator-initiated trial (IIT) in China is on track, with preliminary clinical data expected in the second half of 2027.

.HEAL-201 – In vivo epigenetic editing of PCSK9 for severe hypercholesterolemia (sHC)

Preclinical data support the potential of .HEAL-201 to durably silence PCSK9 without altering the DNA sequence:


  • In vitro:
    in a human hepatic cell line, PCSK9 TALE epigenetic modulator (TALEM) mRNA achieved high on-site epigenetic editing (mean >90%), resulting in a deep and stable reduction of PCSK9 transcript levels and PCSK9 secretion, with no off-site changes in gene or protein expression detected.

  • In vivo

    : intravenous injection of PCSK9 TALEM mRNA LNPs reduced mean plasma PCSK9 levels by more than 90% in a liver-humanized mouse model.

Cellectis plans to initiate a Phase 1 IIT in China, with preliminary clinical data expected in the first half of 2028.

Strategic Transformation Update

Cellectis continues to execute the strategic transformation announced on September 14, 2026, to become an in vivo gene editing company. As part of this transformation, Cellectis’ discontinuation of the lasme-cel and eti-cel clinical programs is proceeding as planned: enrollment has stopped, site close-out activities are underway, and treated patients will continue to be monitored in accordance with protocol-specified follow-up requirements.

The realignment of the Company’s operating model is ongoing. In connection with this initiative, the Company currently expects its global headcount to be reduced by up to 70% from its pre-transition level over the course of 2026 and 2027, subject to the completion of the applicable French works council consultation process and the compliance with applicable French and U.S. labor law requirements.

Partnerships

AstraZeneca – Joint Research and Collaboration Agreement

Activities are continuing under the Joint Research and Collaboration Agreement with AstraZeneca, which leverages Cellectis’ gene editing expertise and manufacturing capabilities to develop up to 10 novel cell and gene therapy products for areas of high unmet medical need, including oncology, immunology and rare genetic disorders.

Servier (through its sublicensee Allogene) – Anti-CD19 CAR-T

In November 2026, Allogene announced that cema-cel is being evaluated in ALPHA3, the first pivotal, randomized trial in LBCL designed to assess whether minimal residual disease (MRD)-guided treatment following first-line therapy can delay or prevent clinical relapse, and that it continues to anticipate its next clinical update in mid-2027, with trial enrollment expected to be completed by year-end 2027.

Cema-cel is a product candidate licensed to Servier under the License, Development and Commercialization Agreement signed by and between les Laboratoires Servier and Institut de Recherches Internationales Servier (“Servier”) and Cellectis (the “Servier Agreement”) and sublicensed by Servier to Allogene in certain territories.

Iovance

In November 2026, Iovance announced that a Phase 1/2 trial investigating IOV-4001, a PD-1 inactivated TIL (tumor infiltrating lymphocyte) therapy, is enrolling patients with previously treated metastatic melanoma and mNSCLC (non-squamous metastatic non-small-cell lung cancer). IOV-4001 is engineered to resist inhibitory signals and enhance the ability of TIL therapies to fight and kill cancer in the TME (tumor microenvironment).

Financial Results

Cash, cash equivalent and fixed-term deposits: As of September 30, 2026, Cellectis had $149 million in consolidated cash, cash equivalents, restricted cash and fixed-term deposits classified as current and non-current financial assets. When the Company’s realignment is fully implemented as planned, the Company believes that its existing cash and cash equivalents, together with fixed-term bank deposits, will be sufficient to fund its operations into the second half of 2028.

This compares to $211 million in consolidated cash, cash equivalents, restricted cash and fixed-term deposits classified as current financial assets as of December 31, 2025. The $62 million change was primarily driven by payments to suppliers of $37.9 million, payroll-related payments (salaries, bonuses and social charges) totaling $37.5 million, lease liability payments of $7.3 million, repayments of $4.0 million under the “PGE” loan and capital expenditures of $1.9 million, partially offset by $21.4 million of cash received from customers and $5.4 million of interest received from our financial and cash-equivalent investments.

We currently foresee focusing our cash spending at Cellectis primarily in supporting the development of our pipeline of product candidates, including .HEAL-101, .HEAL-201,  potential new product candidates, and one-off restructuring costs.

Revenues and Other Income: Consolidated revenues and other income were $19.9 million for the nine-month period ended September 30, 2026, compared to $67.4 million for the nine-month period ended September 30, 2025. The $47.5 million decrease between the nine-month periods ended September 30, 2025 and 2026 was primarily attributable to a $47.8 million decrease in revenues mainly driven by the level of activities performed under the Research Plans of the AstraZeneca Joint Research Collaboration Agreement in the nine-month period of 2026. It was partially offset by a $0.3 million increase, which was mainly attributable to a higher research tax credit resulting from increased eligible R&D expenses.

R&D Expenses: Consolidated R&D expenses were $108.8 million for the nine-month period ended September 30, 2026, compared to $69.1 million for the nine-month period ended September 30, 2025. The $39.7 million increase was primarily driven by a $34.9 million impact from the strategic transformation announced in September 2026, including a $26.6 million one-off impairment loss, $6.2 million of termination benefits and $2.1 million of costs related to the close-out of the lasme-cel and eti-cel programs. Excluding the above impacts, research and development expenses increased by $4.8 million during the nine-month period ended September 30, 2026 compared with the same period in 2025, primarily driven by (i) a $1.4 million increase in non-cash stock-based compensation expense associated with awards granted in 2026, reflecting higher grant-date fair value due to an increase in the underlying share price, and (ii) a $2.1 million increase in purchases and external expenses, mainly attributable to higher clinical development costs related to the lasme-cel and eti-cel studies incurred prior to the strategic transformation announced in September 2026, as well as the .HEAL-101 and .HEAL-201 programs.

SG&A Expenses: Consolidated SG&A expenses were $17.5 million for the nine-month period ended September 30, 2026, compared to $15.0 million for the nine-month period ended September 30, 2025. The $2.5 million increase was primarily driven by a $1.1 million impact from the strategic transformation announced in September 2026, including $0.9 million of termination benefits related to the Group’s restructuring plan in the United States and France, and a $0.3 million impairment loss on our facility assets. Excluding the above impacts, selling, general and administrative expenses increased by $1.4 million, mainly due to higher stock-based compensation expense resulting from awards granted in 2026, whose grant-date fair value increased due to a higher underlying share price and to a slight increase in purchases and external expenses.

Net financial gain (loss): The consolidated net financial gain for the nine-month period ended September 30, 2026 was $5.2 million, compared to a $25.6 million net financial loss for the nine-month period ended September 30, 2025. The $30.8 million difference reflects a $10.8 million increase in financial income and a $20.0 million decrease in financial expenses.

The $10.8 million increase in financial income was primarily attributable to (i) a $14.3 million increase in non-cash gains recognized from fair value measurements, mainly reflecting a $15.1 million gain from the fair value measurement of the Tranche A, B and C warrants issued to the European Investment Bank (“EIB”) during the period, compared with a $5.8 million fair value loss in the same period in 2025, partially offset by (ii) a $2.7 million decrease in interest income earned on cash, cash equivalents and financial assets, and (iii) a $1.0 million decrease in foreign exchange gains.

The $20 million decrease in financial expenses was primarily attributable to (i) a $23.7 million decrease in foreign exchange losses, mainly resulting from the appreciation of the US dollar against the euro, (ii) a $5.9 million decrease in losses from fair value measurements, as Tranche A, B and C warrants issued to the EIB generated a fair value gain during the period, partly offset by (iii) the recognition of a $9.4 million  Expected Credit Loss (ECL) allowance on the financial guaranty contract with Cibus’ landlord.

Net Loss Attributable to Shareholders of Cellectis: Consolidated net loss attributable to shareholders of Cellectis was $101.1 million (or a $1.00 net loss per share) for the nine-month period ended September 30, 2026, compared to a $41.3 million net loss (or a $0.41 net loss per share) for the nine-month period ended September 30, 2025. The $59.8 million increase in net loss was mainly due to (i) a $90.5 million increase in operating loss, partly offset by (ii) a $30.8 million improvement in net financial result, from a net financial loss of $25.6 million as of September 30, 2025 to a net financial gain of $5.2 million as of September 30, 2026.

Adjusted Net Loss Attributable to Shareholders of Cellectis: Consolidated adjusted net loss attributable to shareholders of Cellectis was $95.2 million (or a $0.95 net loss per share) for the nine-month period ended September 30, 2026, compared to a net loss of $37.4 million (or a $0.37 net loss per share) for the nine-month period ended September 30, 2025.

The interim condensed consolidated financial statements of Cellectis have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”).

Please see “Note Regarding Use of Non-IFRS Financial Measures” for reconciliation of GAAP net income (loss) attributable to shareholders of Cellectis to adjusted net income (loss) attributable to shareholders of Cellectis.

CELLECTIS S.A.
UNAUDITED INTERIM CONDENSED STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
($ in thousands)
     
    As of
    December 31, 2025   September 30, 2026
ASSETS          
Non-current assets          
Intangible assets    535     806  
Property, plant, and equipment    38,788     7,137  
Right-of-use assets   23,658     12,959  
Non-current financial assets    5,088     4,631  
Other non-current assets   20,025     24,309  
Deferred tax assets   382     382  
Total non-current assets     88,476     50,223  
Current assets          
Trade receivables    14,398     4,125  
Subsidies receivables   7,800     7,499  
Other current assets    5,383     4,872  
Cash, cash equivalents and current financial assets   208,663     146,705  
Total current assets     236,244     163,202  
TOTAL ASSETS     324,720     213,425  
LIABILITIES          
Shareholders’ equity          
Share capital    5,903     5,926  
Premiums related to the share capital    437,445     373,661  
Currency translation adjustment   (33,316 )   (31,904 )
Accumulated deficit   (266,538 )   (264,257 )
Net loss   (67,593 )   (101,058 )
Total shareholders’ equity   75,901     (17,632 )
Non-current liabilities          
Non-current financial liabilities   74,013     68,972  
Non-current lease debts   27,725     19,518  
Non-current provisions   1,329     1,258  
Total non-current liabilities     103,067     89,747  
Current liabilities          
Current financial liabilities   10,460     7,561  
Current lease debts   7,701     6,363  
Trade payables    17,277     16,903  
Deferred income and contract liabilities   96,803     90,371  
Current provisions   1,169     8,855  
Other current liabilities    12,342     11,256  
Total current liabilities     145,752     141,310  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY     324,720     213,425  

 

Cellectis S.A.
UNAUDITED INTERIM CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
For the nine-month period ended September 30, 2026
  ($ in thousands, except share and per share amounts)
 
    For the nine-month period ended September 30,
     2025   2026
        
Revenues and other income        
Revenues    62,552     14,771  
Other income    4,834     5,120  
Total revenues and other income   67,386     19,891  
Operating expenses        
Research and development expenses   (69,081 )   (108,797 )
Selling, general and administrative expenses   (14,988 )   (17,526 )
Other operating income   958     229  
Total operating expenses and other operating income   (83,111 )   (126,093 )
Operating loss   (15,725 )   (106,202 )
Net Financial (loss)
gain
  (25,550 )   5,246  
Income tax     –     (102 )
Net loss   (41,275 )   (101,058 )
Basic and diluted net loss per share attributable to shareholders of Cellectis ($/share)   (0.41 )   (1.00 )
Number of shares used for computing (basic and diluted)   100,262,948     100,629,644  

 

UNAUDITED INTERIM CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
For the three-month period ended September 30, 2026
  ($ in thousands, except share and per share amounts)
 
    For the three-month period ended September 30,
     2025   2026
        
Revenues and other income         
Revenues   35,172     3,764  
Other income   1,992     1,674  
Total revenues and other income   37,164     5,439  
Operating expenses        
Research and development expenses   (24,069 )   (56,632 )
Selling, general and administrative expenses   (5,208 )   (6,197 )
Other operating income (expense)   154     (124 )
Total operating expenses and other operating income   (29,123 )   (62,953 )
Operating income (loss)   8,041     (57,514 )
Net Financial gain (loss)   (7,452 )   (3,929 )
Income tax   –     (30 )
Net income (loss)   589     (61,474 )
Basic and diluted net income (loss) per share attributable to shareholders of Cellectis ($/share)   0.01     (0.61 )
Number of shares used for computing:        
Basic   100,325,229     100,712,173  
Diluted   101,708,538     100,712,173  

 

Note Regarding Use of Non-IFRS Financial Measures

Cellectis S.A. presents adjusted net income (loss) attributable to shareholders of Cellectis in this press release. Adjusted net income (loss) attributable to shareholders of Cellectis is not a measure calculated in accordance with IFRS® Accounting Standards. We have included in this press release a reconciliation of this figure to net income (loss) attributable to shareholders of Cellectis, which is the most directly comparable financial measure calculated in accordance with IFRS Accounting Standards.

Because adjusted net income (loss) attributable to shareholders of Cellectis excludes non-cash stock-based compensation expense – a non-cash expense, we believe that this financial measure, when considered together with our financial statements prepared in accordance with IFRS Accounting Standards, can enhance an overall understanding of Cellectis’ financial performance. Moreover, our management views the Company’s operations, and manages its business, based, in part, on this financial measure. In particular, we believe that the elimination of non-cash stock-based expenses from Net income (loss) attributable to shareholders of Cellectis can provide a useful measure for period-to-period comparisons of our core businesses. Our use of adjusted net income (loss) attributable to shareholders of Cellectis has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial performance as reported under IFRS Accounting Standards. Some of these limitations are: (a) other companies, including companies in our industry which use similar stock-based compensation, may address the impact of non-cash stock- based compensation expense differently; and (b) other companies may report adjusted net income (loss) attributable to shareholders or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider adjusted net income (loss) attributable to shareholders of Cellectis alongside our statements of consolidated operations prepared in accordance with IFRS Accounting Standards, including Net income (loss) attributable to shareholders of Cellectis.

RECONCILIATION OF IFRS TO NON-IFRS NET INCOME (unaudited)
  For the nine-month period ended September 30, 2026
($ in thousands, except per share data)
 
    For the nine-month period ended

September 30,
    2025   2026
        
Net loss   (41,275 )   (101,058 )
Adjustment:
  Non-cash stock-based compensation expense
  3,860     5,815  
Adjusted net loss attributable to shareholders of Cellectis   (37,415 )   (95,243 )
Basic and diluted adjusted net loss attributable to shareholders of Cellectis ($/share)   (0.37 )   (0.95 )
Weighted average number of outstanding shares, basic and diluted (units)   100,262,948     100,629,644  

 

RECONCILIATION OF IFRS TO NON-IFRS NET INCOME (unaudited)
  For the three-month period ended September 30, 2026
($ in thousands, except per share data)
 
    For the three-month period ended

September 30,
    2025


  2026
          
Net income (loss)   589     (61,474 )
Adjustment:
  Non-cash stock-based compensation expense
  1,602     1,863  
Adjusted net income (loss) attributable to shareholders of Cellectis   2,191     (59,611 )
Basic and diluted adjusted net loss per share attributable to shareholders of Cellectis ($/share)   0.02     (0.59 )
Weighted average number of outstanding shares, basic (units)   100,325,229     100,712,173  
Weighted average number of outstanding shares, diluted (units)   101,708,538     100,712,173  



About Cellectis
Cellectis is a genome engineering company developing genetic medicines for diseases that today demand a lifetime of treatment. Leveraging decades of expertise in programmable DNA-binding proteins, the Company has built a differentiated genome engineering platform spanning gene editing, base editing, epigenetic editing and transcriptional regulation. By delivering the genomic intervention each disease requires, Cellectis is advancing a new generation of genetic medicines designed to move beyond disease management and toward lasting therapeutic impact. Cellectis’ headquarters are in Paris, France, with locations in New York and Raleigh (NC). Cellectis is listed on the Nasdaq Global Market (ticker: CLLS) and on Euronext Growth (ticker: ALCLS). To find out more, visit www.cellectis.com and follow Cellectis on LinkedIn and X.

Cautionary Statement

This press release contains “forward-looking” statements within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “anticipate,” “designed to”, “expected”, “plan”, “planned”, “potential”, “will,” “would” or similar expressions and/or the negative of these. These forward-looking statements are based on our management’s current expectations and assumptions and on information currently available to management, including information provided or otherwise publicly reported by our licensed partners. Forward-looking statements in this press release include statements regarding the anticipated initiation of clinical trials, including an IIT in China, the planned timing for the release of preliminary clinical data for the Company’s lead program, the potential of the Company’s preclinical candidate product based on pre-clinical results, the potential for success of the Company’s in vivo gene editing programs, the anticipated impact, including potential cost savings, of the Company’s decision to cease the development of lasme-cel and eti-cel and to initiate a restructuring plan, the contemplated implementation of headcount reductions and other cost-savings initiatives and their planned timeframe, and the Company’s targeted cash runway. Actual results, performance or events may differ materially from those projected in any forward-looking statement. Many important factors may adversely affect such forward-looking statements and cause actual results to differ from those in any forward-looking statement, including, without limitation, uncertainties inherent in the initiation and completion of preclinical and clinical studies; the availability and timing of results from studies, once initiated; the acceptance by global regulatory agencies of data generated from IIT in China; the potential that pre-clinical animal model data may not translate into further preclinical development or clinical setting; promising preclinical data not yielding positive further preclinical data or clinical results; the performance of the IIT in China, changes in the competitive landscape for in vivo gene editing products; expectations for regulatory approvals to conduct clinical trials. With respect to our cash runway, our operating plans, including product development plans, may change as a result of various factors, including factors currently unknown to us. Furthermore, many other important factors, including those described in our Annual Report on Form 20-F as amended and in our annual financial report (including the management report) for the year ended December 31, 2025 and subsequent filings Cellectis makes with the Securities Exchange Commission from time to time, which are available on the SEC’s website at www.sec.gov , as well as other known and unknown risks and uncertainties may adversely affect such forward-looking statements and cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons why actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. 

For further information on Cellectis, please contact:

Media contacts:

Pascalyne Wilson, Director, Communications, +33 (0)7 76 99 14 33, [email protected] 
Patricia Sosa Navarro, Chief of Staff to the CEO, +33 (0)7 76 77 46 93

Investor Relations contact:

Arthur Stril, Chief Financial Officer & Chief Business Officer, [email protected]

Attachment



Empire State Building Observation Deck to Debut ‘Olympus Awaits,’ An Immersive ‘Percy Jackson and the Olympians’ Takeover in the Heart of NYC, On Display from Nov. 16 – Dec. 4*

Empire State Building Observation Deck to Debut ‘Olympus Awaits,’ An Immersive ‘Percy Jackson and the Olympians’ Takeover in the Heart of NYC, On Display from Nov. 16 – Dec. 4*

The multi-level takeover includes a Throne Room, interactive photo opportunities, special lighting, and more

NEW YORK–(BUSINESS WIRE)–
The Empire State Building (ESB) is the gateway to Mount Olympus in Percy Jackson’s world, and now fans can experience the magic like never before. On Nov. 16, the Empire State Building Observation Deck (ESBOD) will unveil “Olympus Awaits,” a multi-level “Percy Jackson and the Olympians” takeover, in partnership with Disney+. The immersive takeover – included with every Observation Deck ticket – will feature an epic Throne Room, interactive photo opportunities, surprise giveaways, ESB x “Percy Jackson” merch, and more, available through Dec. 4, 2026.*

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20261112442266/en/

Empire State Building Observation Deck to Debut ‘Olympus Awaits,’ An Immersive ‘Percy Jackson and the Olympians’ Takeover in the Heart of NYC, On Display from Nov. 16 – Dec. 4*

Empire State Building Observation Deck to Debut ‘Olympus Awaits,’ An Immersive ‘Percy Jackson and the Olympians’ Takeover in the Heart of NYC, On Display from Nov. 16 – Dec. 4*

“This immersive NYC experience brings Percy Jackson’s adventures off the screen and into the ‘World’s Most Famous Building,’ where guests can step into the Throne Room, discover their favorite details from the series, and create their own unforgettable moments at Tripadvisor’s #1 Top Attraction in the U.S.,” said Andy Giancamilli, president of the Empire State Building Observation Deck.

The “Olympus Awaits” experience in NYC invites guests to follow a path from the mortal world to the realm of the gods, with themed elements which include:

  • The Throne Room: An immersive Mount Olympus takeover transforms the 80th Floor into a destination fit for the gods, with photo opportunities that place fans inside the world of the series.
  • Details for Demigods: Themed signage and hidden Easter eggs invite guests to look a little closer as they explore the experience.
  • An Ascent to Olympus: Percy Jackson-inspired elevator screens set the scene for the journey to the legendary “600th Floor,” brought to life on ESB’s 80th Floor.
  • A Piece of Olympus to Take Home: Guests can shop exclusive ESB x “Percy Jackson” merchandise, with surprise giveaways throughout the takeover.
  • The Hand of Talos: A larger-than-life installation in the Observation Deck’s ground-floor ticket office offers a free NYC photo opportunity for fans – no Empire State Building ticket required.
  • Demigod Discount: Young heroes ages 18 and under can explore “Olympus Awaits” with a special Demigod Discount ticket priced up to $16 below regular admission. Tickets include the second-floor museum, access to “Olympus Awaits,” and New York City’s best views from the 86th Floor Observation Deck – the only observation deck in NYC with outdoor heaters for the winter season. Find tickets at https://www.esbnyc.com/buy-tickets/demigod-86th-floor-observation-deck-access; offer valid from Nov. 16 – Dec. 4. Admission is free for children under six.
  • Offering from Olympus: Mortals, this one is for you. Adults can save $6 on a standard 86th Floor Observation Deck ticket when they purchase the Offering from Olympus ticket, complete with access to the second-floor museum and the “Olympus Awaits” experience. Find tickets at https://www.esbnyc.com/buy-tickets/demigod-86th-floor-observation-deck-access; offer valid from Nov. 16 – Dec. 4.
  • Titan Takeover: Groups of four to six guests save 15% on their flex tickets – with entry any time on their scheduled date – when they purchase the Titan Takeover Family Bundle, which includes access to the second-floor museum, “Olympus Awaits,” and the 86th Floor Observation Deck. Find tickets at https://www.esbnyc.com/buy-tickets/percy-jackson-family-flex-ticket-bundle; offer valid from Nov. 16 – Dec. 4.

On Nov. 20 from sunset to 10 p.m., the celebration will extend to the New York City skyline with “The Glow from Olympus,” a special exterior lighting display that will transform the “World’s Most Famous Building” into a radiant beacon inspired by the legendary home of the gods. After the display, the Empire State Building lights will shine blue until 2 a.m. “Percy Jackson and the Olympians” star Walker Scobell visited the Empire State Building to flip the switch in a lighting ceremony to kick off the takeover and celebrate the Season 3 premiere.

The Empire State Building Observation Deck is open every day, including holidays. Hours for each visit date are available at www.esbnyc.com/visit/hours-of-operation. The Empire State Building Observation Deck ticket office is located at 12 W. 34th Street.

* “Olympus Awaits” will be closed to the public on Nov. 17 and 18.

Hi-res imagery and video can be found here.

Learn more about the Empire State Building Observation Deck at esbnyc.com.

About the Empire State Building

The Empire State Building, the “World’s Most Famous Building,” owned by Empire State Realty Trust, Inc. (ESRT: NYSE), soars 1,454 feet above Midtown Manhattan from base to antenna. The $165 million reimagination of the Empire State Building Observation Deck Experience created an all-new experience with a dedicated guest entrance, an interactive museum with nine galleries, and a redesigned 102nd Floor Observation Deck with floor-to-ceiling windows. The journey to the world-famous 86th Floor Observation Deck, the highest 360-degree, open-air observatory with views of New York and beyond, orients visitors for their entire New York City experience and covers everything from the building’s iconic history to its current place in pop culture. The Empire State Building Observation Deck Experience welcomes millions of visitors each year and is ranked the #1 Top Attraction in the United States in Tripadvisor’s 2026 Travelers’ Choice Awards: Best of the Best Things to Do, “America’s Favorite Building” by the American Institute of Architects, the world’s most popular travel destination by Uber, and the #1 New York City attraction in Lonely Planet’s Ultimate Travel List. Since 2011, the building has been fully powered by renewable wind electricity, and its many floors house a diverse array of office tenants such as LinkedIn and Shutterstock, as well as retail options like STATE Grill and Bar, Tacombi, Ghirardelli, and Starbucks. For more information and Empire State Building Observation Deck Experience tickets visit esbnyc.com or follow the building’s Facebook, X (formerly Twitter), Instagram, Weibo, YouTube, or TikTok.

Category: Observatory

Media contact:

Empire State Building

Jamie Heitner

212-400-3339

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Commercial Building & Real Estate Construction & Property Tourist Attractions Events/Concerts Destinations Travel TV and Radio Teens Children Licensing (Entertainment) REIT Family Arts/Museums Entertainment Consumer

MEDIA:

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Empire State Building Observation Deck to Debut ‘Olympus Awaits,’ An Immersive ‘Percy Jackson and the Olympians’ Takeover in the Heart of NYC, On Display from Nov. 16 – Dec. 4*
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Empire State Building Observation Deck to Debut ‘Olympus Awaits,’ An Immersive ‘Percy Jackson and the Olympians’ Takeover in the Heart of NYC, On Display from Nov. 16 – Dec. 4*
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Empire State Building Observation Deck to Debut ‘Olympus Awaits,’ An Immersive ‘Percy Jackson and the Olympians’ Takeover in the Heart of NYC, On Display from Nov. 16 – Dec. 4*
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Afya Limited Announces Third Quarter and Nine Months 2026 Financial Results

Afya Limited Announces Third Quarter and Nine Months 2026 Financial Results

Strong Cash Conversion and Continued Earnings Growth

Full-Year 2026 Guidance Reaffirmed

BELO HORIZONTE, Brazil–(BUSINESS WIRE)–Afya Limited (Nasdaq: AFYA; B3: A2FY34) (“Afya” or the “Company”), the leading medical education group and medical practice solutions provider in Brazil, reported today its financial and operating results for the three and nine-month period, which ended September 30, 2026 (third quarter 2026). Financial results are expressed in Brazilian Reais and are presented in accordance with International Financial Reporting Standards (“IFRS”).

These materials are not an offer for sale of securities in the United States, nor a solicitation of votes or proxies. The securities have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. person absent registration or an exemption from registration under the Securities Act. The issuer does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.

Third Quarter 2026 Highlights

  • 3Q26 Revenue increased 6.1% YoY to R$985.2 million.

  • 3Q26 Adjusted EBITDA increased 8.7% YoY to R$433.8 million, with an Adjusted EBITDA Margin of 44.0%, an increase of 100 bps YoY.

  • 3Q26 Net Income increased 7.2% YoY to R$171.0 million. Basic EPS increased 10.0% YoY to R$1.88.

Nine Months 2026 Highlights

  • 9M26 Revenue increased 6.7% YoY to R$2,970.0 million. Revenue excluding acquisitions increased 6.4%, reaching R$2,962.8 million.

  • 9M26 Adjusted EBITDA increased 4.6% YoY reaching R$1,351.8 million, with an Adjusted EBITDA Margin of 45.5%. Adjusted EBITDA Margin decreased 90 bps YoY. Adjusted EBITDA excluding acquisitions grew 4.5%, reaching R$1,349.6 million, with an Adjusted EBITDA Margin of 45.6%.

  • 9M26 Net Income increased 6.9% YoY to R$634.0 million. Basic EPS increased 9.1% YoY to R$6.98.

  • Operating Cash Conversion Ratio reached 99.5%, with Cash Flow from Operating Activities of R$1,332.7 million and Cash and Cash Equivalents of R$1,288.9 million.

  • Free Cash Flow to Equity reached R$629.0 million in 9M26, of which R$205.6 million was generated in the third quarter.

  • Over 300 thousand users were positively impacted by Afya.

Table 1: Financial Highlights
For the three months period ended September 30, For the nine months period ended September 30,
(in thousand of R$)

2026

2026 Ex Acquisitions*

2025

% Chg

% Chg Ex Acquisitions

 

2026

2026 Ex Acquisitions*

2025

% Chg

% Chg Ex Acquisitions

(a) Revenue

985,161

985,161

928,505

6.1%

6.1%

2,969,970

2,962,802

2,784,265

6.7%

6.4%

(b) Adjusted EBITDA 1

433,818

433,818

398,917

8.7%

8.7%

1,351,776

1,349,558

1,291,732

4.6%

4.5%

(c) = (b)/(a) Adjusted EBITDA Margin

44.0%

44.0%

43.0%

100 bps

100 bps

45.5%

45.6%

46.4%

-90 bps

-80 bps

Net income

170,974

–

159,420

7.2%

–

634,031

–

592,999

6.9%

–

Basic Earnings per Share – in R$

1.88

–

1.71

10.0%

–

6.98

–

6.40

9.1%

–

* For the nine-month period ended September 30, 2026, “2026 Ex Acquisitions” excludes: FUNIC (January to May, 2026); Closing of FUNIC was in May 2025).
(1) See more information on “Non-GAAP Financial Measures” (Item 07).

Message from Management

Afya closed the third quarter of 2026 with solid financial and operating results, supported by the continued strength of our Medical Education business. Revenue increased 6.1% year over year to R$985.2 million, while Adjusted EBITDA increased 8.7% to R$433.8 million. Adjusted EBITDA Margin reached 44.0%, up 100 basis points from the same period last year.

For the nine months of 2026, Revenue reached R$2,970.0 million, up 6.7% year over year. Adjusted EBITDA reached R$1,351.8 million, up 4.6%, with an Adjusted EBITDA Margin of 45.5%. Net Income increased 6.9% to R$634.0 million, while Basic EPS increased 9.1% to R$6.98.

Undergraduate remained the main driver of our performance. We concluded another successful intake cycle, maintaining full occupancy across our Medical School programs. The continued maturation of our medical school seats, the increase in the Medical School net average ticket, and the expansion of the average student base in Health Sciences and other undergraduate programs supported the growth delivered in the nine months of the year. Following the authorization of 17 additional seats at Afya Cruzeiro do Sul, our total approved medical school seats reached 3,785.

Academic excellence remains at the core of our Medical Education strategy. We currently have nine Medical Schools accredited by SAEME-CFM, providing independent external validation of the quality of our medical programs. Recognized by the World Federation for Medical Education, SAEME-CFM reinforces our commitment to academic excellence and continuous improvement across our network.We also continued to advance our ESG performance, with our MSCI ESG Rating improving from BBB to AA. This progress resulted in Afya being recognized for the first time as an ESG Leader within the Diversified Consumer Services industry and positioned us as the highest-rated education company in Latin America.

Continuing Education ended the quarter with over 55 thousand students, up 10.0% year over year, supported by growth in the Graduate Journey and Other Courses even with lower B2B revenue. In Medical Practice Solutions, active payers increased 2.2% year over year to 206 thousand. Revenue in both segments remained broadly stable in the first nine months of 2026 as we continued to invest in scalable platforms and deeper engagement across the physician journey.

Cash generation remained strong. Cash Flow from Operating Activities reached R$1,332.7 million in the nine months of 2026, with an Operating Cash Conversion Ratio of 99.5%. We ended September with Cash and Cash Equivalents of R$1,288.9 million and Net Debt, excluding the effect of IFRS 16, of R$1,199.8 million, down R$169.7 million from December 31, 2025. During the period, we returned R$459.3 million to shareholders through dividends and share repurchases while continuing to reduce Net Debt. Based on the midpoint of our 2026 Adjusted EBITDA Guidance, Net Debt excluding IFRS 16 represented approximately 0.7 times Adjusted EBITDA.

On September 23, 2026, Afya entered into a binding merger agreement with Yduqs, bringing together two complementary education platforms. Under the terms of the agreement,each Class A and Class B common share of the Company would be converted into the right to receive common shares issued by Yduqs, such that, at closing, the Company’s shareholders and Yduqs shareholders would hold 69.0% and 31.0%, respectively, of the Combined Company on a fully diluted basis. The proposed transaction remains subject toapproval by Afya’s and Yduqs’ shareholders, antitrust and other customary approvals and closing conditions. Afya and Yduqs will continue to operate independently until completion.

On Afya Day 2026, we reinforced the strategic priorities that will guide the next phase of our growth. Our Medical Education business remains the foundation of our model, while Continuing Education and Medical Practice Solutions expand our relationship with physicians throughout their professional journey. We also presented how technology, data and artificial intelligence can support more personalized learning experiences, increase engagement and enhance the solutions offered across our physician-centric ecosystem.

As we enter the final quarter of 2026, we remain focused on the consistent execution of our strategy, operational efficiency, cash generation and disciplined capital allocation. Supported by the performance delivered in the nine months of the year and the resilience of our business model, we reaffirm our Full-Year 2026 Guidance.

1. Key Events in the Quarter

  • On September 18, 2026, the Company announced that the Secretary of Regulation and Supervision of Higher Education of the Ministry of Education (“MEC”) authorized the increase of 17 medical seats of ITPAC Cruzeiro do Sul – Instituto Tocantinense Presidente Antonio Carlos Porto S.A. (“AFYA Cruzeiro do Sul”), in the city of Cruzeiro do Sul, located in the state of Acre. With the authorization, Afya reaches 67 medical seats on this campus, bringing the total approved seats to 3,785. This significant presence underscores our commitment to providing quality medical education and our role as Brazil’s leading provider of medical education.

  • On September 23, 2026, the Company announced that it had entered into a merger agreement with Yduqs Participações S.A. (“Yduqs”), establishing the terms and conditions for the business combination of the two companies.

    Under the terms of the agreement, the Company would merge into Yduqs, with Yduqs continuing as the surviving entity (the “Combined Company”) and becoming the holding company for the combined group. Upon completion of the Proposed Transaction, the common shares of the Combined Company would continue to be listed solely on B3 S.A. – Brasil, Bolsa, Balcão, under the Novo Mercado segment.

    Each Class A and Class B common share of the Company would be cancelled and cease to exist and, except for certain exclusions, and subject to the treatment of Ineligible Shareholders (as defined below), would represent solely the right to receive common shares issued by the Combined Company, such that, at closing, the Company’s shareholders and Yduqs’s shareholders would hold 69.0% and 31.0%, respectively, of the Combined Company on a fully diluted basis. As of the signing date, the exchange ratio represented 6.408347 Yduqs shares for each share of the Company.

    In addition, certain significant shareholders of the Company and Yduqs entered into a voting commitment agreement pursuant to which they agreed to vote their shares in favor of the Proposed Transaction, subject to the terms and conditions set forth therein.

    The consummation of the Proposed Transaction is subject to the satisfaction of certain customary conditions precedent for transactions of this nature, including, among others, approval by the shareholders of both companies, approval by the relevant antitrust authorities, the obtaining of certain third-party consents, the absence of any material adverse effect, and the satisfaction of other closing conditions set forth in the agreement. The contractual deadline for consummation of the Proposed Transaction is March 31, 2028, subject to the extension provisions set forth in the agreement.

    Eligibility

    The common shares of the Combined Company to be delivered in the merger have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and will be delivered only in transactions exempt from, or not subject to, the registration requirements of the Securities Act or the U.S. Securities Exchange Act of 1934, as amended.

    Accordingly, and as more fully described in the transaction documents to be made available to shareholders:

    • Eligible shareholders. Afya shareholders who (i) deliver a valid certification, in accordance with procedures to be established by Afya and Yduqs (an “Eligibility Certification”), that they are a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”), an institutional accredited investor as defined in Rule 501(a) under the Securities Act (an “institutional accredited investor”), or a non-U.S. person within the meaning of Regulation S under the Securities Act (a “non-U.S. person”), or (ii) are persons to whom an offer of common shares of the Combined Company can otherwise be made pursuant to an available exemption from registration under the Securities Act (together, “Eligible Shareholders”), will be entitled to receive common shares of the Combined Company as merger consideration.

    • Ineligible shareholders. Afya shareholders that are not Eligible Shareholders (“Ineligible Shareholders”) will not receive common shares of the Combined Company. Instead, the common shares of the Combined Company that would otherwise have been issued to those Ineligible Shareholders are expected to be sold following closing on the B3 by a broker or other agent designated by mutual agreement of Afya and Yduqs, and the net cash proceeds of those sales are expected to be distributed to the Ineligible Shareholders. Neither Afya nor Yduqs makes any representation as to the amount or timing of any net cash proceeds that may be distributed under these mechanics, which will depend on market prices for the common shares of the Combined Company on the B3 at the time of sale, applicable costs and taxes, and prevailing exchange rates. As a matter of Cayman Islands law, every holder of record of Afya common shares on the record date is entitled to attend and vote at the meeting of shareholders to resolve on the Proposed Transaction. In order to comply with U.S. securities laws, Afya is not soliciting votes or proxies from Ineligible Shareholders.

This release is not an offer of securities in the United States or a solicitation of votes or proxies, in the United States or to any person who has not satisfied applicable eligibility conditions. Only Afya shareholders who (i) deliver a valid certification that they are a QIB, an institutional accredited investor, or a non-U.S. person, or (ii) are persons to whom an offer of common shares of the Combined Company can otherwise be made pursuant to an available exemption from registration under the Securities Act, will be entitled to receive common shares of the Combined Company as merger consideration. U.S. persons who are not QIBs, institutional accredited investors or persons to whom an offer can otherwise be made pursuant to an exemption from the registration requirements of the Securities Act are expected instead to receive net cash proceeds from a post-closing sale process.

2. 2026 Guidance

The Company is reaffirming its 2026 guidance, which assumes the successful acceptance of new students for the second semester of 2026. The guidance for 2026 is defined in the following table:

Guidance for 20261
Revenue R$ 3,950 mn ≤ ∆ ≤ R$ 4,100 mn
Adjusted EBITDA R$ 1,700 mn ≤ ∆ ≤ R$ 1,800 mn
CAPEX R$ 340 mn ≤ ∆ ≤ R$ 380 mn
(1) Excludes any acquisition that may be concluded after the issuance of the guidance.

3. 3Q26 Overview

Segment Information

The Company has three reportable segments as follows:

Undergraduate, previously denominated Undergrad, which provides educational services through undergraduate courses related to medical school, undergraduate health science and other ex-health undergraduate programs;

Continuing Education, which provides medical education (including residency preparation programs, specialization test preparation and other medical capabilities), specialization and graduate courses in medicine, delivered through digital and in-person content; and

Medical Practice Solutions, which provides clinical decision, clinical management and doctor-patient relationships for physicians and provides access, demand and efficiency for the healthcare players.

Key Revenue Drivers – Undergraduate Programs

Table 2: Key Revenue Drivers Nine months period ended September 30,

2026

2025

% Chg

Undergraduate Programs
MEDICAL SCHOOL
Operating Seats 1

3,785

3,603

5.1%

Total Students (end of period)

26,398

25,706

2.7%

Average Total Students

26,438

25,773

2.6%

Average Total Students (ex-Acquisitions)*

26,359

25,773

2.3%

Revenue (Total – R$ ‘000)

2,252,845

2,112,619

6.6%

Revenue (ex-Acquisitions* – R$ ‘000)

2,245,678

2,112,619

6.3%

Medical School Net Avg. Ticket (ex- Acquisitions* – R$/month)

9,466

9,108

3.9%

UNDERGRADUATE HEALTH SCIENCE

 

Total Students (end of period)

31,593

26,980

17.1%

Average Total Students

31,010

26,276

18.0%

Average Total Students (ex-Acquisitions)*

31,010

26,276

18.0%

Revenue (Total – R$ ‘000)

216,803

193,656

12.0%

Revenue (ex-Acquisitions* – R$ ‘000)

216,803

193,656

12.0%

OTHER EX- HEALTH UNDERGRADUATE

 

Total Students (end of period)

37,327

35,074

6.4%

Average Total Students

38,017

34,386

10.6%

Average Total Students (ex-Acquisitions)*

38,017

34,386

10.6%

Revenue (Total – R$ ‘000)

172,346

152,938

12.7%

Revenue (ex-Acquisitions* – R$ ‘000)

172,346

152,938

12.7%

Total Revenue

 

Revenue (Total – R$ ‘000)

2,641,995

2,459,213

7.4%

Revenue (ex-Acquisitions* – R$ ‘000)

2,634,827

2,459,213

7.1%

* For the nine-month period ended September 30, 2026, “2026 Ex Acquisitions” excludes: FUNIC (January to May, 2026; Closing of FUNIC was in May 2025).
(1) Reported medical school seats do not reflect any potential reductions resulting from ENAMED.

Key Revenue Drivers – Continuing Education

Table 3: Key Revenue Drivers Nine months period ended September 30,

2026

2025

% Chg

Continuing Education

 

Total Students (end of period)1

 

Residency Journey – Business to Physicians B2P

9,595

9,969

-3.8%

Graduate Journey – Business to Physicians B2P

9,386

9,180

2.2%

Other Courses – B2P and B2B Offerings

36,345

31,168

16.6%

Total Students (end of period)

55,326

50,317

10.0%

Revenue (R$ ‘000)

 

Business to Physicians – B2P

194,954

186,625

4.5%

Business to Business – B2B

13,838

20,993

-34.1%

Total Revenue

208,791

207,618

0.6%

(1) The figure above does not contemplate intercompany transactions.

Key Revenue – Medical Practice Solutions

Table 4: Key Revenue Drivers Nine months period ended September 30,

2026

2025

% Chg

Medical Practice Solutions

 

Active Payers (end of period)

 

Clinical Decision

153,848

157,963

-2.6%

Clinical Management

51,903

43,403

19.6%

Total Active Payers (end of period)

205,751

201,366

2.2%

Monthly Active Users (MaU)

 

Total Monthly Active Users (MaU)

218,717

227,941

-4.0%

Revenue (R$ ‘000)

 

Business to Physicians – B2P

113,643

114,081

-0.4%

Business to Business – B2B

14,635

14,111

3.7%

Total Revenue

128,278

128,193

0.1%

Key Operational Drivers – Users Positively Impacted by Afya

The Users Positively Impacted by Afya represents the total number of medical students from the Undergraduate segment, students from Continuing Education and users from Medical Practice Solutions. For the third quarter of 2026, Afya’s ecosystem reached 300,441 users, up 1.9% from 2Q26. The sequential increase was primarily driven by a 3.1% rise in Medical Practice Solutions monthly active users to 218,717.

Table 5: Key Revenue Drivers

3Q26

3Q25

% Chg YoY

2Q26

1Q26

4Q25

Users Positively Impacted by Afya

 

Undergraduate (Total Medical School Students – End of Period)1

26,398

25,706

2.7%

26,421

26,494

25,556

Continuing Education (Total Students – End of Period)1

55,326

50,317

10.0%

56,237

56,531

55,039

Medical Practice Solutions (Monthly Active Users)

218,717

227,941

-4.0%

212,158

220,528

220,051

Ecosystem Outreach

300,441

303,964

-1.2%

294,816

303,553

300,646

(1) Ecosystem outreach does not contemplate intercompany figures. Note that there may be overlap in student numbers within the data.

Revenue

Revenue totaled R$985.2 million in the third quarter of 2026, increasing 6.1% year over year. For the nine-month period ended September 30, 2026, Revenue totaled R$2,970.0 million, up 6.7% year over year. Excluding acquisitions, Revenue reached R$2,962.8 million, representing 6.4% organic growth.

Revenue growth in the nine months of 2026 was driven by the continued strength of our Medical Schools, supported by a 3.9% increase in medical school’s net average ticket, the expansion of the average student base in Health Sciences by 18.0% and in other undergraduate programs by 10.6%. Together, these drivers contributed to organic Revenue growth of 6.4% year over year.

Table 6: Revenue & Revenue Mix
(in thousands of R$) For the three months period ended September 30, For the nine months period ended September 30,

2026

2026 Ex Acquisitions*

2025

% Chg

% Chg Ex Acquisitions

 

2026

2026 Ex Acquisitions*

2025

% Chg

% Chg Ex Acquisitions

Revenue Mix
Undergraduate

879,814

879,814

817,712

7.6%

7.6%

2,641,995

2,634,827

2,459,213

7.4%

7.1%

Continuing Education

64,937

64,937

70,098

-7.4%

-7.4%

208,791

208,791

207,618

0.6%

0.6%

Medical Practice Solutions

42,984

42,984

44,189

-2.7%

-2.7%

128,278

128,278

128,193

0.1%

0.1%

Inter-segment transactions

(2,574)

(2,574)

(3,494)

-26.3%

-26.3%

(9,094)

(9,094)

(10,759)

-15.5%

-15.5%

Revenue (Total – R$ ‘000)

985,161

985,161

928,505

6.1%

6.1%

2,969,970

2,962,802

2,784,265

6.7%

6.4%

* For the nine-month period ended September 30, 2026, “2026 Ex Acquisitions” excludes: FUNIC (January to May, 2026); Closing of FUNIC was in May 2025).

Adjusted EBITDA

Adjusted EBITDA reached R$433.8 million in the third quarter of 2026, up 8.7% year over year, while Adjusted EBITDA Margin was 44.0%, up 100 basis points from the prior-year period. The margin expansion was primarily driven by higher gross margins in the Undergraduate segment and partially offset by gross margin compression in the Continuing Education and Medical Practice Solutions segments.

For the nine-month period ended September 30, 2026, Adjusted EBITDA totaled R$1,351.8 million, up 4.6% year over year, with an Adjusted EBITDA Margin of 45.5%, down 90 basis points. The decrease in Adjusted EBITDA Margin was primarily driven by lower gross margins in Continuing Education and Medical Practice Solutions associated with the ongoing investment cycle in both segments and higher sales and marketing expenses.

Table 7: Reconciliation between Adjusted EBITDA and Net Income
 
(in thousands of R$) For the three months period ended September 30, For the nine months period ended September 30,

2026

2025

% Chg

 

2026

2025

% Chg

Net income

170,974

159,420

7.2%

634,031

592,999

6.9%

Net financial result

106,919

99,583

7.4%

300,208

289,386

3.7%

Income taxes expense

29,785

21,221

40.4%

74,223

63,470

16.9%

Depreciation and amortization

92,647

94,657

-2.1%

276,292

281,110

-1.7%

Interest received 1

18,083

15,179

19.1%

41,647

39,921

4.3%

Income share associate

(2,878)

(2,791)

3.1%

(12,200)

(10,667)

14.4%

Share-based compensation

6,385

4,163

53.4%

25,626

16,683

53.6%

Non-recurring expenses:

11,903

7,485

59.0%

11,949

18,830

-36.5%

– Integration of new companies 2

–

6,981

n.a.

–

17,769

n.a.

– M&A advisory and due diligence 3

11,903

268

4341.4%

11,903

560

2025.5%

– Expansion projects 4

–

236

n.a.

–

489

n.a.

– Restructuring expenses 5

–

–

n.a.

46

12

283.3%

Adjusted EBITDA

433,818

398,917

8.7%

1,351,776

1,291,732

4.6%

Adjusted EBITDA Margin

44.0%

43.0%

100 bps

45.5%

46.4%

-90 bps

(1) Represents the interest received on late payments of monthly tuition fees.
(2) Consists of expenses related to the integration of newly acquired companies.
(3) Consists of expenses related to professional and consultant fees in connection with due diligence services for our M&A transactions.
(4) Consists of expenses related to professional and consultant fees in connection with the opening of new campuses.
(5) Consists of expenses related to the employee redundancies in connection with the organizational restructuring of our acquired companies.

Net Income

Net Income for the third quarter of 2026 totaled R$171.0 million, up 7.2% year over year. For the nine-month period ended September 30, 2026, Net Income reached R$634.0 million, up 6.9% from the same period of 2025. The increase in the quarter mainly reflects operating performance partially offset by higher net finance expenses and income tax expenses. For the nine-month period, the increase reflects continued operating performance and a tax impact resulting from the implementation of the OECD Pillar Two rules in Brazil.

Basic EPS reached R$ 1.88 for the third quarter of 2026, up 10.0% year over year, and R$ 6.98 for the nine-month period ended September 30, 2026, up 9.1% YoY. The higher growth in Basic EPS compared to Net Income reflects the impact of the Company’s share repurchase program.

Table 8: Net Income and Basic Earnings Per Share
(in thousands of R$, except for earnings per share) For the three months period ended September 30, For the nine months period ended September 30,

2026

2025

% Chg

 

2026

2025

% Chg

Net income

170,974

159,420

7.2%

634,031

592,999

6.9%

Basic earnings per share – in R$ 1

1.88

1.71

10.0%

6.98

6.40

9.1%

(1) Basic earnings per share is calculated as net income attributable to Owners of the Company divided by the weighted average number of outstanding shares during the period.

Cash and Debt Position

As of September 30, 2026, Cash and Cash Equivalents totaled R$1,288.9 million, up 14.5% from December 31, 2025. Net Debt, excluding the effect of IFRS 16, reached R$1,199.8 million,down R$169.7 million from year-end 2025, even considering the R$459.3 million distributed to shareholders through dividends and share repurchases during the nine months of 2026 and the payment of the Pillar 2 Tax at the end of July.

For the nine-month period ended September 30, 2026, Afya generated R$1,332.7 million in Cash Flow from Operating Activities, up from R$1,291.5 million in the same period of the previous year, an increase of 3.2% YoY. The Operating Cash Conversion Ratio reached 99.5%.

Table 9: Operating Cash Conversion Ratio Reconciliation For the nine months period ended September 30,
(in thousands of R$) Considering the adoption of IFRS 16

2026

2025

% Chg

(a) Net cash flows from operating activities

1,233,353

1,277,763

-3.5%

(b) Income taxes paid

99,326

13,712

624.4%

(c) = (a) + (b) Cash flow from operating activities

1,332,679

1,291,475

3.2%

 
(d) Adjusted EBITDA

1,351,776

1,291,732

4.6%

(e) Non-recurring expenses:

11,949

18,830

-36.5%

– Integration of new companies 1

–

17,769

-100.0%

– M&A advisory and due diligence 2

11,903

560

2025.5%

– Expansion projects 3

–

489

-100.0%

– Restructuring Expenses 4

46

12

283.3%

(f) = (d) – (e) Adjusted EBITDA ex- non-recurring expenses

1,339,827

1,272,902

5.3%

(g) = (c) / (f) Operating cash conversion ratio

99.5%

101.5%

-200 bps

(1) Consists of expenses related to the integration of newly acquired companies.
(2) Consists of expenses related to professional and consultant fees in connection with due diligence services for M&A transactions.
(3) Consists of expenses related to professional and consultant fees in connection with the opening of new campuses.
(4) Consists of expenses related to the employee redundancies in connection with the organizational restructuring of acquired companies.

The following table provides more information on the cost of debt for the nine-month period of 2026, including loans and financing, as well as accounts payable to selling shareholders. Afya’s capital structure remains solid, with conservative leverage and a low cost of debt. Afya’s Net Debt (excluding the effect of IFRS16) divided by Adjusted EBITDA mid-guidance for 2026 would be 0.7x.

Table 10: Gross Debt and Average Cost of Debt
(in millions of R$) For the closing of the nine months period ended in September 30,
Cost of Debt
Gross Debt Duration (Years) Per year %CDI²

2026

2025

2026

2025

2026

2025

2026

2025

Loans and financing: Softbank

–

863

–

0.6

–

9.1%

–

66%

Loans and financing: Debentures

1,594

516

3.9

1.8

15.2%

16.1%

106%

113%

Loans and financing: Others

–

6

–

1.0

–

8.6%

–

63%

Loans and financing: IFC

530

529

2.8

3.1

15.5%

15.3%

108%

108%

Accounts payable to selling shareholders

365

425

4.4

3.7

14.3%

14.4%

100%

102%

Total¹| Average

2,489

2,339

3.7

1.9

15.2%

13.0%

106%

93%

(1) Total amount refers only to the “Gross Debt” columns.
(2) Based on the annualized Interbank Certificates of Deposit (“CDI”) rate for the period as a reference: 9M26: ~14.33% p.y. and for 9M25: ~14.04% p.y.
Table 11: Cash and Debt Position
(in thousands of R$)

3Q26

FY2025

% Chg

3Q25

% Chg

(+) Cash and Cash Equivalents

1,288,877

1,125,381

14.5%

996,826

29.3%

Cash and Bank Deposits

1,970

15,470

-87.3%

8,609

-77.1%

Cash Equivalents

1,286,907

1,109,911

15.9%

988,217

30.2%

(-) Loans and Financing

2,124,021

2,054,267

3.4%

1,913,667

11.0%

Current

201,724

60,668

232.5%

916,828

-78.0%

Non-Current

1,922,297

1,993,599

-3.6%

996,839

92.8%

(-) Accounts Payable to Selling Shareholders

364,640

440,597

-17.2%

425,331

-14.3%

Current

57,693

110,640

-47.9%

106,810

-46.0%

Non-Current

306,947

329,957

-7.0%

318,521

-3.6%

(-) Other Short and Long Term Obligations

–

–

n.a.

–

n.a.

(=) Net Debt (Cash) excluding IFRS 16

1,199,784

1,369,483

-12.4%

1,342,172

-10.6%

(-) Lease Liabilities

1,092,907

1,065,746

2.5%

1,060,905

3.0%

Current

60,527

55,772

8.5%

52,561

15.2%

Non-Current

1,032,380

1,009,974

2.2%

1,008,344

2.4%

Net Debt (Cash) with IFRS 16

2,292,691

2,435,229

-5.9%

2,403,077

-4.6%

CAPEX

Capital expenditure consists primarily of investments in property and equipment and intangible assets, including expansion and maintenance of Afya’s campuses and headquarters, leasehold improvements, and development of new solutions in Medical Practice Solutions and educational content in Continuing Education.

For the nine-month period ended September 30, 2026, Capex totaled R$215.7 million, representing 7.3% of Revenue for the period a reduction of 28.8% YoY. Excluding the impact related to the acquisition of FUNIC would represent an increase of 6.0% year over year.

Table 12: CAPEX
(in thousands of R$) For the nine months period ended September 30,

2026

2025

% Chg

Property and equipment

80,308

123,641

-35.0%

Intangible assets

135,396

179,513

-24.6%

– Licenses

–

99,629

n.a.

– Others

135,396

79,884

69.5%

CAPEX

215,704

303,154

-28.8%

% of Revenue 1

7.3%

7.3%

0 bps

(1) % of Revenue excludes one-off effects, which refers to R$ 99.6 million in May 2025, related to the acquisition of FUNIC, which added 60 medical seats to Afya’s portfolio.

4. Conference Call and Webcast Information

When:

November 12, 2026, at 5:00 p.m. EST.

Who:

Mr. Virgilio Gibbon, Chief Executive Officer

Mr. Luis André Blanco, Chief Financial Officer

Ms. Renata Costa Couto, IR Director

Webcast:

https://afya.zoom.us/j/98271618661

OR

Dial-in:

Brazil: +55 21 3958 7888 or +55 11 4632 2236 or +55 11 4632 2237 or +55 11 4680 6788 or +55 11 4700 9668.

United States: +1 929 205 6099 or +1 301 715 8592 or +1 305 224 1968 or +1 309 205 3325 or +1 312 626 6799 or +1 646 931 3860 or +1 386 347 5053 or +1 507 473 4847 or +1 564 217 2000 or +1 669 444 9171 or +1 669 900 6833 or +1 689 278 1000 or +1 719 359 4580 or +1 253 205 0468 or +1 253 215 8782 or +1 346 248 7799 or +1 360 209 5623.

Webinar ID: 982 7161 8661

Other Numbers: https://afya.zoom.us/u/aRK0ROGaH

5. About Afya Limited (Nasdaq: AFYA; B3: A2FY34)

Afya is a leading medical education group in Brazil based on the number of medical school seats, delivering an end-to-end physician-centric ecosystem that serves and empowers students and physicians to transform their ambitions into rewarding lifelong experiences from the moment they join us as medical students through their medical residency preparation, graduation program, continuing medical education activities and offering medical practice solutions to help doctors enhance their healthcare services through their whole career. For more information, please visit www.afya.com.br.

6. Forward – Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. All statements other than statements of historical fact could be deemed forward-looking, including risks and uncertainties related to statements about our competition; our ability to attract, upsell and retain students; our capacity to increase tuition prices; our ability to anticipate and meet the evolving needs of students and teachers; our capacity to source and successfully integrate acquisitions; as well as general market, political, economic, and business conditions. Additionally, these statements include financial targets such as revenue, share count and IFRS and non-IFRS financial measures including gross margin, operating margin, net income (loss) per diluted share, and free cash flow. These statements are not guarantees of future performance and undue reliance should not be placed on them.

The Company assumes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances occurring after its publication, nor to incorporate new information or the occurrence of unanticipated events, except as required by law. The achievement or success of the matters covered by such forward-looking statements involves known and unknown risks, uncertainties and assumptions. If any of these risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from those expressed or implied by the forward-looking statements we make.

Readers should not rely upon forward-looking statements as predictions of future events. Forward-looking statements represent management’s beliefs and assumptions only as of the date they are made. Further information on these and other factors that could affect the Company’s financial results is included in filings made with the United States Securities and Exchange Commission (SEC) from time to time, including the section titled “Risk Factors” in the most recent annual report on Form 20-F. These documents are available in the SEC Filings section of the investor relations section of our website at: https://ir.afya.com.br/.

7. Non-GAAP Financial Measures

To supplement the Company’s consolidated financial statements, which are prepared and presented in accordance with IFRS accounting standards as issued by the International Accounting Standards Board—IASB, Afya presents Adjusted EBITDA and Operating Cash Conversion Ratio which are non-GAAP financial measures, for the convenience of investors. A non-GAAP financial measure is generally defined as one that intends to measure financial performance but excludes or includes amounts that would not be equally adjusted in the most comparable GAAP measure.

Afya calculates Adjusted EBITDA as net income plus/minus net financial result, plus income taxes expense, plus depreciation and amortization, plus interest received on late payments of monthly tuition fees, plus share-based compensation, plus/minus income share associate, plus/minus non-recurring expenses/income. Operating Cash Conversion Ratio is calculated as the Cash flow from Operating Activities plus income taxes paid, minus/plus non-recurring expenses/income divided by Adjusted EBITDA.

Free Cash Flow to Equity is calculated as the change in Net Debt ex-IFRS 16 between the beginning of the current period and the end of the current period, plus cash paid for acquisitions of subsidiaries or business combinations, plus dividends paid to the Company’s shareholders, plus cash used in treasury share repurchases.

The non-GAAP supplemental financial measures are provided with the intend to help investors in assessing the overall performance of Afya’s business regarding its core operations, cash generation and profitability. The non-GAAP financial measures described in this release are not substitutes for the IFRS measures. In addition, the calculations of Adjusted EBITDA and Operating Cash Conversion Ratio are not standardized financial measures and may differ from the calculations used by other companies, including competitors in the education services industry, and therefore, Afya’s measures may not be comparable to those of other companies.

8. Investor Relations Contact

E-mail: [email protected]

9. Financial Tables

Unaudited interim condensed consolidated statements of financial position

As of September 30, 2026 and December 31, 2025

(In thousands of Brazilian reais)

September 30, 2026

December 31, 2025

Assets

(unaudited)

 

Current assets

 

Cash and cash equivalents

1,288,877

1,125,381

Trade receivables

833,175

717,373

Recoverable taxes

36,146

13,429

Income taxes recoverable

18,203

23,046

Other assetsc

63,319

62,947

Total current assets

2,239,720

1,942,176

 

 

Non-current assets

 

 

Trade receivables

37,715

34,985

Deferred tax assets

5,869

12,552

Other assets

110,089

125,480

Investment in associate

57,840

46,518

Property and equipment

713,914

711,485

Right-of-use assets

902,599

896,758

Intangible assets

5,588,848

5,587,980

Total non-current assets

7,416,874

7,415,758

Total assets

9,656,594

9,357,934

 

 

Liabilities

 

 

Current liabilities

 

 

Trade payables

174,778

123,581

Loans and financing

201,724

60,668

Lease liabilities

60,527

55,772

Accounts payable to selling shareholders

57,693

110,640

Advances from customers

153,443

158,035

Dividends payable

–

192

Labor and social obligations

294,334

217,526

Taxes payable

37,107

36,043

Income taxes payable

86,994

112,638

Other liabilities

8,414

8,946

Total current liabilities

1,075,014

884,041

 

 

Non-current liabilities

 

 

Loans and financing

1,922,297

1,993,599

Lease liabilities

1,032,380

1,009,974

Accounts payable to selling shareholders

306,947

329,957

Taxes payable

71,330

77,487

Provision for legal proceedings

110,088

128,220

Other liabilities

41,210

43,471

Total non-current liabilities

3,484,252

3,582,708

Total liabilities

4,559,266

4,466,749

 

 

Equity

 

 

Share capital

17

17

Additional paid-in capital

2,295,208

2,320,422

Treasury shares

(415,557)

(306,010)

Share-based compensation reserve

228,441

202,815

Retained earnings

2,947,647

2,634,552

Equity attributable to the owners of the Company

5,055,756

4,851,796

Non-controlling interests

41,572

39,389

Total equity

5,097,328

4,891,185

Total liabilities and equity

9,656,594

9,357,934

Unaudited interim condensed consolidated statements of income and comprehensive income

For the three and nine-month periods ended September 30, 2026 and 2025

(In thousands of Brazilian reais, except for earnings per share information)

 

Three-month periods ended

Nine-month periods ended

 

September 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

 

(unaudited)

(unaudited)

(unaudited)

(unaudited)

 

 

 

 

 

Revenue

985,161

928,505

2,969,970

2,784,265

Cost of services

(366,749)

(339,916)

(1,054,785)

(965,262)

Gross profit

618,412

588,589

1,915,185

1,819,003

 

 

 

 

 

Selling, general and administrative expenses

(306,222)

(286,162)

(880,222)

(827,480)

Allowance for expected credit losses

(11,250)

(18,082)

(49,338)

(51,135)

Other income

4,071

3,263

17,551

9,497

Other expenses

(211)

(10,175)

(6,914)

(14,697)

 

 

 

 

 

Operating income

304,800

277,433

996,262

935,188

 

 

 

 

 

Finance income

57,618

59,185

151,992

143,663

Finance expenses

(164,537)

(158,768)

(452,200)

(433,049)

Net finance result

(106,919)

(99,583)

(300,208)

(289,386)

 

 

 

 

 

Share of profit of equity-accounted investee, net of tax

2,878

2,791

12,200

10,667

 

 

 

 

 

Income before income taxes

200,759

180,641

708,254

656,469

 

 

 

 

 

Income taxes expenses

 

 

 

 

Current

(28,355)

(36,734)

(67,540)

(104,296)

Deferred

(1,430)

15,513

(6,683)

40,826

 

 

 

 

 

Net income

170,974

159,420

634,031

592,999

 

 

 

 

 

Other comprehensive income

–

–

–

–

 

 

 

 

 

Total comprehensive income

170,974

159,420

634,031

592,999

 

 

 

 

 

Net income / total comprehensive income attributable to:

 

 

 

 

Owners of the Company

166,335

155,167

620,472

579,499

Non-controlling interests

4,639

4,253

13,559

13,500

 

170,974

159,420

634,031

592,999

 

 

 

 

Basic earnings per common share

1.88

1.71

6.98

6.40

Diluted earnings per common share

1.88

1.70

6.95

6.34

Unaudited interim condensed consolidated statements of cash flows

For the nine-month periods ended September 30, 2026 and 2025

(In thousands of Brazilian reais)

 

September 30, 2026

September 30, 2025

 

(unaudited)

(unaudited)

Operating activities

 

 

Income before income taxes

708,254

656,469

Adjustments to reconcile income before income taxes

 

 

Depreciation and amortization expenses

276,292

281,110

Write-off of property and equipment

1,187

3,149

Write-off of intangible assets

209

7

Allowance for expected credit losses

49,338

51,135

Share-based compensation expenses

25,626

16,683

Net foreign exchange differences

2,591

2,430

Accrued interest

257,118

248,290

Accrued interest on lease liabilities

95,225

91,414

Share of profit of equity-accounted investee, net of tax

(12,200)

(10,667)

Provision (reversal) for legal proceedings

(39,654)

18,980

 

 

 

Changes in assets and liabilities

 

 

Trade receivables

(167,870)

(124,063)

Recoverable taxes

(17,874)

(20,020)

Other assets

42,006

(1,846)

Trade payables

51,197

14,238

Taxes payable

(5,053)

1,409

Advances from customers

(4,592)

(14,011)

Labor and social obligations

76,808

78,499

Provision for legal proceedings

(5,465)

(5,209)

Other liabilities

(464)

3,478

 

1,332,679

1,291,475

Income taxes paid

(99,326)

(13,712)

Net cash flows from operating activities

1,233,353

1,277,763

 

 

 

Investing activities

 

 

Acquisition of property and equipment

(80,308)

(123,641)

Acquisition of intangibles assets

(135,396)

(139,513)

Dividends received

878

8,802

Payments of acquisition of assets and subsidiaries

(81,676)

(144,076)

Payments of interest

–

(49,608)

Net cash flows used in investing activities

(296,502)

(448,036)

 

 

 

Financing activities

 

 

Payments of principal of loans and financing

(5,254)

(301,692)

Payments of interest

(178,721)

(185,230)

Payments of principal of lease liabilities

(42,203)

(36,869)

Payments of interest of lease liabilities

(96,982)

(89,732)

Treasury shares repurchase

(140,330)

(11,128)

Proceeds from exercise of stock options

11,671

25,733

Dividends paid

(318,945)

(142,568)

Net cash flows used in financing activities

(770,764)

(741,486)

Net foreign exchange differences

(2,591)

(2,430)

Net increase (decrease) in cash and cash equivalents

163,496

85,811

Cash and cash equivalents at the beginning of the period

1,125,381

911,015

Cash and cash equivalents at the end of the period

1,288,877

996,826

Reconciliation between Change in Net Debt Position and Free Cash Flow to Equity

Reconciliation between Change in Net Debt Position and Free Cash Flow to Equity

 
 
(in thousands of R$) For the three months period ended September 30, For the nine months period ended September 30,

2026

2025

% Chg

 

2026

2025

% Chg

Net debt ex-IFRS16, previous

1,393,953

1,620,973

-14.0%

1,369,483

1,814,918

-24.5%

Net debt ex-IFRS16, current

1,199,784

1,342,172

-10.6%

1,199,784

1,342,172

-10.6%

Change in Net Debt Position

194,169

278,801

-30.4%

169,699

472,746

-64.1%

(+) Acquisitions

–

–

n.a.

–

100,000

n.a.

(+) Dividends paid

4,063

4,089

-0.6%

318,945

142,568

123.7%

(+) Share Repurchases

7,319

11,128

-34.2%

140,330

11,128

1161.1%

Free Cash Flow to Equity

205,551

294,018

-30.1%

628,974

726,442

-13.4%

 

Investor Relations Contact

E-mail: [email protected]

KEYWORDS: Latin America North America United States Brazil South America New York

INDUSTRY KEYWORDS: Nursing Hospitals Other Health Other Education Continuing Training Health General Health Education

MEDIA:

Logo
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Copa Holdings Announces Monthly Traffic Statistics for October 2026

PANAMA CITY, Nov. 12, 2026 (GLOBE NEWSWIRE) — Copa Holdings, S.A. (NYSE: CPA) today released preliminary passenger traffic statistics for October 2026:

Copa Holdings (Consolidated) October

2026
October

2025
% Change
ASM (mm) (1) 3,125.3   2,803.0    11.5%  
RPM (mm) (2) 2,731.8   2,443.6    11.8%  
Load Factor
(3)
 87.4%    87.2%    0.2 p.p.  
  1. Available seat miles – represents the aircraft seating capacity multiplied by the number of miles the seats are flown.
  2. Revenue passenger miles – represents the number of miles flown by revenue passengers
  3. Load factor – represents the percentage of aircraft seating capacity that is utilized

For October 2026, Copa Holdings’ capacity (ASMs) increased by 11.5%, while system-wide passenger traffic (RPMs) increased by 11.8% compared to 2025. As a result, the system load factor for the month was 87.4%, 0.2 percentage points higher than in October 2025.

Copa Holdings is a leading Latin American provider of passenger and cargo services. The Company, through its operating subsidiaries, provides service to countries in North, Central, and South America and the Caribbean. For more information, visit

ir.copaair.com

.

CPA-G

Investor Relations

[email protected]



Windward Bio Announces Pricing of Initial Public Offering

BASEL, Switzerland, Nov. 12, 2026 (GLOBE NEWSWIRE) — Windward Bio Group AG (“Windward”) (Nasdaq: WWB), a clinical-stage biotechnology company developing ultra-long-acting antibody medicines for patients with serious respiratory and dermatologic diseases, today announced the pricing of its initial public offering of 10,294,117 common shares at a public offering price of $17.00 per share. In addition, Windward has granted the underwriters a 30-day option to purchase up to an additional 1,544,117 common shares at the initial public offering price, less the underwriting discounts and commissions. The gross proceeds to Windward from the initial public offering and the concurrent private placement (see below), without giving effect to the underwriters’ option to purchase additional shares and before deducting underwriting discounts and commissions and offering expenses, are expected to be $225.0 million. All of the common shares are being offered by Windward.

In addition to the common shares sold in the initial public offering, Windward announced a concurrent sale of 1,532,691 common shares and pre-funded warrants to purchase 1,408,485 common shares, in each case at the initial public offering price per common share, in a private placement to Sanofi Foreign Participations B.V. for an aggregate purchase price of $50.0 million. The sale of the common shares and pre-funded warrants will not be registered under the Securities Act of 1933, as amended (the “Securities Act”).

Windward’s shares are expected to begin trading on the Nasdaq Global Select Market on November 13, 2026 under the symbol “WWB.” The offering is expected to close on November 16, 2026, subject to customary closing conditions.

Jefferies, TD Cowen, Piper Sandler and UBS Investment Bank are acting as joint book-running managers for the offering.

A registration statement relating to the shares being sold in the initial public offering has been filed with the U.S. Securities and Exchange Commission and was declared effective on November 12, 2026. The offering of the shares is being made only by means of a prospectus forming part of the effective registration statement relating to these shares. Copies of the final prospectus, when available, may be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, by telephone at 877-821-7388, or by email at [email protected]; TD Securities (USA) LLC, Attn: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at [email protected]; Piper Sandler & Co., Attention: Prospectus Department, 350 North 5th Street, Suite 1000, Minneapolis, MN 55401, by telephone at (800) 747-3924, or by email at [email protected] or UBS Securities LLC, Attention: Prospectus Department, 11 Madison Avenue, New York, New York 10010, by email at [email protected].

The concurrent private placement is also scheduled to close on November 16, 2026, subject to the satisfaction of customary closing conditions. The closing of the private placement is contingent and conditioned on consummation of the initial public offering. However, the closing of the initial public offering is not contingent on the consummation of the concurrent private placement.

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 offer or sale of these securities in any state or 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 jurisdiction.

For media and investor inquiries:

Noel Kurdi
SVP, Investor Relations and Communications


[email protected] 



ADIG INVESTOR ALERT: Investigation of ADI Global Distribution Inc. Announced by Holzer & Holzer, LLC

ATLANTA, Nov. 12, 2026 (GLOBE NEWSWIRE) — Holzer & Holzer, LLC is investigating whether ADI Global Distribution Inc. (“ADI” or the “Company”) (NYSE: ADIG) complied with federal securities laws. On November 12, 2026, ADI reported third quarter 2026 financial results, revealing a net loss of $655 million, which included a $659 million non-cash goodwill impairment charge. ADI stated the non-cash goodwill impairment charge followed “an interim quantitative impairment assessment that was triggered by continued weakness in the residential market, together with lower projected earnings and cash flows, declines in our stock price and market capitalization. The revised projections reflect continued residential market weakness affecting demand for Exclusive Brands products and unfavorable product and customer mix.” On this news, the price of the Company’s stock dropped. 

If you purchased ADI stock and suffered a loss on that investment, you are encouraged to contact Corey Holzer, Esq. at [email protected] or Joshua Karr, Esq. at [email protected], call our toll-free number at (888) 508-6832, or visit our website at www.holzerlaw.com/case/adi-global-distribution/ to discuss your legal rights. 

Holzer & Holzer, LLC, an ISS top rated securities litigation law firm for 2021, 2022, 2023 and 2025, dedicates its practice to vigorous representation of shareholders and investors in litigation nationwide, including shareholder class action and derivative litigation. Since its founding in 2000, Holzer & Holzer attorneys have played critical roles in recovering hundreds of millions of dollars for shareholders victimized by fraud and other corporate misconduct. More information about the firm is available through its website, www.holzerlaw.com, and upon request from the firm. Holzer & Holzer, LLC has paid for the dissemination of this promotional communication, and Corey Holzer is the attorney responsible for its content.

CONTACT:  
Corey Holzer, Esq.
(888) 508-6832 (toll-free)
[email protected]



Proficient Auto Logistics Reports Third Quarter 2026 Financial Results

JACKSONVILLE, Fla., Nov. 12, 2026 (GLOBE NEWSWIRE) — Proficient Auto Logistics, Inc. (NASDAQ: PAL) (the “Company” or “Proficient”) today reported its financial results for the three months ended September 30, 2026.

Third Quarter 2026 Summary

Total Operating Revenue of $149.0 million, increased 30.3% from Q3 2025

Total Operating Income (Loss) of ($3.9) million, versus ($0.1) million in Q3 2025

Adjusted Operating Income(1) of $0.3 million, versus $4.2 million in Q3 2025

Adjusted Operating Ratio(1) of 99.8% compared to 96.3% in Q3 2025

Total Units delivered of 839,036, an increase of 38.6% from Q3 2025

Rick O’Dell, Proficient’s Chief Executive Officer, commented, “While our third-quarter results reflected healthy underlying demand, performance today does not yet reflect the earnings potential of this business, and we are focused on closing that gap and delivering for shareholders. We are encouraged by the opportunities ahead and are taking decisive actions to strengthen profitability and cash generation. The combination with Hansen & Adkins is creating a stronger, more scalable platform, and the significant increase in the synergy opportunities we have identified reinforces our confidence in the potential of the combined company. As we execute on the integration, improve pricing and fuel recovery and drive greater efficiency across our network, we believe we have a clear path to improved financial performance and long-term value creation.”

Hansen & Adkins Integration and Synergies Update

The Hansen & Adkins integration is progressing on schedule, with the Company on track to substantially complete integration by the end of the first quarter of 2027. Proficient is executing 11 integration workstreams focused on leveraging the combined network, fleet and purchasing scale. To date, significant actions have been completed including increasing sister hauling to reduce empty miles and improve utilization, opening 20 maintenance locations across the combined fleet, implementing common fleet and maintenance systems and consolidating fuel, insurance and other purchasing programs. These efforts are already generating incremental revenue, operating efficiencies and cost savings.

Through this work, Proficient has identified total annual run-rate operating synergy opportunities of $20 million to $30 million, significantly above the initial $6 million to $10 million identified at announcement. The Company expects to achieve the high end of its initial synergy range by year-end 2026, with additional opportunities from resource and portfolio optimization and real estate, insurance and SG&A consolidation expected in 2027, with further optimization and automation benefits through 2029.

Unaudited Financial Information

The Company is providing the below summary unaudited financial information for the three and nine months ended September 30, 2026 and 2025. On August 13, 2026, the Company completed its acquisition (the “H&A Acquisition”) of Hansen & Adkins and related entities (“H&A”). The Company’s consolidated results for each of the three and nine months ended September 30, 2026 include H&A’s results of operations only for the period from August 13, 2026 through September 30, 2026. The corresponding 2025 periods do not include H&A’s results. The summary unaudited financial information below does not give pro forma effect to the H&A Acquisition for periods before the acquisition date, and period-over-period comparisons are affected by the inclusion of H&A. Please refer to footnote 1 in the table for a description of periods included for recently acquired entities. Please refer to our Current Report on Form 8-K/A filed on October 23, 2026 for the unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2026, giving effect to the H&A Acquisition and concurrent financing transactions as if they had occurred on June 30, 2026, and the unaudited pro forma condensed combined statements of operations of the Company for the year ended December 31, 2025 and the six months ended June 30, 2026, in each case giving effect to the H&A Acquisition and concurrent financing transactions as if they had occurred on January 1, 2025.

Summary Unaudited Financial Information

(1)



($000s)
    Three months ended       Nine months ended  
      9/30/2026       9/30/2025       9/30/2026       9/30/2025  
Total Operating Revenue   $ 148,970     $ 114,295       $ 352,059     $ 325,047  
                                 
Total Operating (Loss) Income     (3,870 )     (101 )       (14,040 )     (2,338 )
                                 
Addback:                                
Amortization of Intangibles     2,654       2,455         7,484       7,325  
Stock Compensation expense     1,479       1,870         4,178       4,275  
Adjusted Operating Income (Loss)

(2)
    263       4,224         (2,378 )     9,262  
                                 
Adjusted Operating Ratio

(2)
    99.8 %     96.3   %     100.7 %     97.2 %
                                 
Loss before income taxes     (13,209 )     (3,666   )     (26,217 )     (9,442 )
                                 
Addback:                                
Depreciation & Amortization     10,160       10,173         29,768       29,179  
Stock Compensation Expense     1,479       1,870         4,178       4,275  
Interest Expense     3,049       1,682         5,878       5,091  
Acquisition / Restructuring Charge     6,426       1,901         6,450       1,901  
Adjusted EBITDA

(3)
    7,905       11,960         20,057       31,004  
                                 
Adjusted EBITDA Margin

(3)
    5.3 %     10.5   %     5.7 %     9.5 %

(1)   The amounts shown reflect the unaudited summary financial results for the full three- and nine-month periods presented. Amounts related to Brothers Auto Transport, LLC (“Brothers”) and H&A are included only from their respective acquisition dates of April 1, 2025, and August 13, 2026.
     
(2)   Our management team reviews Adjusted Operating Income and the related Adjusted Operating Ratio, both of which are non-GAAP financial measures, as a basis for comparing the results of financial reporting periods excluding the impact of non-cash expenses related to stock-based compensation expense, amortization of intangibles, and other non-recurring items that management does not consider indicative of ongoing operating performance. These measures provide management with insight regarding progress on operating and integration initiatives. The table above provides a reconciliation of Adjusted Operating Income to Total Operating (Loss) Income, the most comparable GAAP measure, and Adjusted Operating Ratio flows from that.
     
(3)   Our management team reviews Adjusted EBITDA and Adjusted EBITDA Margin, both of which are non-GAAP financial measures, to measure the operating performance and financial condition of our business and to make strategic decisions. See the Appendix for additional information regarding the use of Adjusted EBITDA. The table above provides a reconciliation of Adjusted EBITDA to (Loss) Income before income taxes, the most comparable GAAP measure, and Adjusted EBITDA Margin flows from that.
     

Revenue and Profitability 

(1)

    Three months ended     Nine months ended  
Select Operating Metrics   9/30/2026     9/30/2025     % Chg     9/30/2026     9/30/2025     % Chg  
Unit Volume – Company Deliveries     372,040       209,340       77.7 %     763,935       593,672       28.7 %
Revenue / Unit – Company Deliveries     161.87       182.44       (11.3 )%     171.46       181.91       (5.7 )%
                                                 
Unit Volume – Subhaulers     466,996       396,001       17.9 %     1,157,912       1,137,604       1.8 %
Revenue / Unit – Subhaulers     150.24       168.45       (10.8 )%     156.84       169.11       (7.3 )%
                                                 
Unit Volume – Total     839,036       605,341       38.6 %     1,921,847       1,731,276       11.0 %
Revenue / Unit – Total     155.40       173.29       (10.3 )%     162.65       173.50       (6.3 )%
                                                 
Percent Revenue, Company Deliveries     46 %     36 %             42 %     36 %        
Percent Revenue, Subhaulers     54 %     64 %             58 %     64 %        

(1)   Amounts related to Brothers and H&A are included only from their respective acquisition dates of April 1, 2025, and August 13, 2026. Revenue information presented excludes fuel surcharge and other revenue.
     

Third quarter revenue increased $34.7 million, or 30.3%, compared to the same quarter of 2025, while total unit deliveries were up 38.6% versus the same period of 2025, primarily reflecting the post-acquisition contribution of Hansen & Adkins beginning August 13, 2026.

The (10.3%) lower revenue per unit year-over-year for the third quarter (excluding fuel surcharge and other revenue) reflects portfolio mix and a proportionally shorter length of haul in the Hansen & Adkins portfolio as compared to the rest of the Proficient portfolio. Revenue per unit including fuel surcharge and other revenue was (6.0%) lower year-over-year as higher fuel surcharge recoveries partially offset the mix impact. Company unit deliveries increased to 46% of revenue in the quarter, reflecting the addition of Hansen & Adkins company drivers, continued prioritization of Company-owned truck asset utilization, and reduced available Subhauler capacity from supply that has exited the market.

Adjusted Operating Ratio was 99.8% in the third quarter compared to 96.3% in Q3 2025, reflecting elevated cost inflation and fuel surcharge under-recovery that more than offset pricing and productivity initiatives. Cost pressures remained significant across insurance, driver wages, recruiting and retention, and equipment maintenance. In addition, OEM-administered fuel surcharge programs did not fully recover increased fuel expense due to structural limitations and timing lag. Fuel surcharge under-recovery negatively impacted third-quarter operating ratio by an estimated 200 to 250 basis points.

Balance Sheet

The Company ended the third quarter with $11.8 million of cash and $140.6 million of senior secured debt (inclusive of $9.9 million drawn against its line of credit), resulting in net debt of approximately $128.8 million as of September 30, 2026. The increased indebtedness reflects the significant addition of Hansen and Adkins in mid-August and the related assumption of their equipment financing. In addition, convertible notes with a seven-year term were added at the time of the acquisition will be more fully described in our form 10-Q.

Share Repurchase Program

On March 2, 2026, the Company announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $15 million of its common stock. The repurchase program authorizes the Company to purchase its common stock from time to time in the open market, in block transactions, in privately negotiated transactions, through accelerated stock repurchase programs, through option or other forward transactions or otherwise, all in compliance with applicable laws, rules, regulations and other restrictions. As of the end of the third quarter, we have repurchased 181,678 shares of common stock at an average price of $5.89 for a total of $1.1 million.


Conference Call and Webcast

The Company will host an investor conference call and webcast today at 5:00 p.m. EST to discuss third quarter 2026 results. Investors are invited to join the conference call by registering through this link: https://register-conf.media-server.com/register/BIc2da8649a37c46c49f861e957053685f. Once registered, investors will receive a dial-in and a unique pin to join the conference. Investors may also join the listen-only Webcast via https://edge.media-server.com/mmc/p/3mqhd9aj. The accompanying presentation materials can be accessed through the Investor Relations section of the Company’s website at https://ir.proficientautologistics.com/.

About Proficient Auto Logistics

Headquartered in Jacksonville, Florida, Proficient Auto Logistics (NASDAQ: PAL) is the leading specialized freight company focused on providing auto transportation and logistics services. Through the combination of nine industry-leading operating companies, including four since IPO debut May 2024, PAL operates the largest auto transportation fleet in North America, offering a broad range of services primarily focused on transporting finished vehicles from automotive production facilities, marine ports of entry, and regional rail yards to auto dealerships around North America. For more information, visit www.proficientautologistics.com. 

Investor Relations:

Brad Wright
Chief Financial Officer and Secretary
Phone: 904-506-4317
email: [email protected]

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. You can generally identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions that concern our expectations, strategy, plans or intentions. We have based these forward-looking statements largely on our current expectations and projections regarding future events and trends that we believe may affect our business, financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026 (the “Annual Report”), and elsewhere in the Annual Report. Accordingly, you should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements regarding: expectations related to synergies, capacity, units moved, geographic footprint and combined company performance; costs related to, and the inability to recognize the anticipated benefits of the acquisition of H&A; risks related to the business of H&A and unexpected liabilities that may arise in connection with the integration of H&A into our business, including our ability to apply our procedures regarding internal controls over financial reporting to H&A; the risk that disruptions from the acquisition will harm our business, including current plans and operations; the diversion of management’s time and attention from ordinary course business operations to integration of H&A; potential adverse reactions or changes to business relationships resulting from the acquisition of H&A; the outcome of any legal proceedings that may be instituted against the Company in connection with our acquisition of H&A; our expectations regarding our future performance, results of operations, and our ability to improve our leverage position and balance sheet; the economic conditions in the global markets in which we operate; expectations and impact related to fuel price volatility; our ability to successfully implement our business strategy, effectively respond to changes in market dynamics and customer preferences, and achieve the anticipated benefits and associated cost savings of such strategies and actions; our ability to recruit and retain qualified driving associates, independent contractors and third-party auto transportation and logistics companies; an increase in the frequency or severity of accidents or other claims; our expectations regarding the successful implementation of our acquisitions; geopolitical developments and additional changes in international trade policies and relations; the effect of any international conflicts or terrorist activities on the United States and global economies in general, the transportation industry, or us in particular, and what effects these events will have on our costs and the demand for our services; our ability to manage our network capacity and cost structure for capital expenditures and operating expenses, and match it to shifting and future customer volume levels; our ability to compete effectively against current and future competitors; our ability to maintain our profitability despite quarterly fluctuations in our results, whether due to seasonality, large cyclical events, or other causes; our ability to adapt to and address changes to the capacity environment, driver compensation and market pricing; our future financial and operating results; our expectations regarding the period during which we will qualify as an emerging growth company under the JOBS Act; and the sufficiency of our existing cash to fund our future operating expenses and capital expenditure requirements.

The forward-looking statements made in this document relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Appendix

Non-GAAP Financial Measures

We report our financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). However, management believes that certain non-GAAP measures, including EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Income, and Adjusted Operating Ratio, provide useful information in measuring operating performance, generating future operating plans and making strategic decisions regarding allocation of capital. Management believes this information presents helpful comparisons of financial performance between periods by excluding the effect of certain non-cash and non-recurring items.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Income, and Adjusted Operating Ratio do not have a standardized meaning prescribed by GAAP and therefore it may not be comparable to similarly titled measures presented by other companies, and it should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

EBITDA is defined as net income (loss) for the period adjusted for interest expense, income tax expense (benefit) and depreciation expense and intangible amortization expense.

Adjusted EBITDA is defined as net income (loss) for the period adjusted for interest expense, net, income tax expense (benefit), depreciation and amortization expense, stock compensation expense and any non-recurring items that management does not consider indicative of ongoing operating performance, including restructuring charges of $1.2 million recorded during the third quarter of 2025, non-cash goodwill impairment of $27.8 million recorded during the fourth quarter of 2025 and acquisition costs of $6.5 million recorded in 2026.

Adjusted EBITDA Margin is calculated as Adjusted EBITDA as a percentage of operating revenue.

Operating income is calculated as total operating revenue less total operating expenses.

Adjusted operating income is calculated as total operating revenue less total operating expenses adjusted to exclude amortization of intangibles, stock compensation expense, and non-recurring items that management does not consider indicative of ongoing operating performance, including non-cash goodwill impairment of $27.8 million recorded during the fourth quarter of 2025.

Operating ratio is calculated as total operating expenses as a percentage of operating revenue.

Adjusted operating ratio is calculated as total operating expenses adjusted to exclude amortization of intangibles, stock compensation expense, and any non-recurring items that management does not consider indicative of ongoing operating performance, as a percentage of operating revenue.

PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
    September 30,     December 31,  
    2026     2025  
Assets       ​       ​
Current assets:       ​       ​
Cash and cash equivalents   $ 11,830,484     $ 14,285,745  
Accounts receivable, less allowance for credit losses (2026 – $1,230,244; 2025 – $826,740)     81,611,526       42,188,909  
Net investment in leases, current portion     166,097       126,730  
Maintenance supplies     2,218,736       1,714,238  
Assets held for sale     1,228,932       28,500  
Income tax receivable     1,470,239       1,791,544  
Prepaid expenses and other current assets     12,928,967       11,261,497  
Total current assets     111,454,981       71,397,163  
Property and equipment, net of accumulated depreciation and amortization (2026 – $62,738,508; 2025 – $43,500,044)     198,517,578       115,850,061  
Operating lease right-of-use assets     11,562,747       12,633,834  
Net investment in leases, less current portion     90,284       21,781  
Deposits     7,418,432       6,124,946  
Goodwill     158,571,420       148,476,407  
Intangible assets, net (2026 – $22,980,054; 2025 – $17,615,109)     138,121,961       122,804,891  
Other long-term assets     464,371       668,426  
Total Assets   $ 626,201,774     $ 477,977,509  
        ​       ​
Liabilities, and Stockholders’ Equity       ​       ​
Current liabilities:       ​       ​
Accounts payable   $ 20,437,833     $ 8,305,255  
Accrued liabilities     60,718,594       33,030,001  
Finance lease liabilities, current portion     26,618       8,758  
Operating lease liabilities, current portion     3,058,587       2,249,651  
Long-term debt, current portion     32,970,105       20,303,077  
Total current liabilities     117,211,737       63,896,742  
        ​       ​
Long-term liabilities:       ​       ​
Line of credit     9,900,000       —  
Finance lease liabilities, less current portion     16,607       —  
Operating lease liabilities, less current portion     9,068,208       10,689,839  
Long-term debt, less current portion     97,729,391       54,026,968  
Deferred tax liability, net     33,594,364       34,900,440  
Convertible senior notes     72,154,289       —  
Other long-term liabilities     2,973,049       3,073,049  
Total Liabilities     342,647,645       166,587,038  
        ​       ​
Stockholders’ Equity:       ​       ​
Common stock, $0.01 par value; 50,000,000 shares authorized; 28,076,361 and 27,834,799 shares issued and 27,977,560 and 27,834,799 outstanding as of September 30, 2026 and December 31, 2025, respectively.     280,764       278,347  
Additional paid in capital     349,414,807       356,179,787  
Accumulated deficit     (65,399,897 )     (45,067,663 )
Accumulated other comprehensive (loss) income     (188,545 )     —  
Treasury stock at cost, 98,801 shares as of September 30, 2026 and 0 shares as of December 31, 2025     (553,000 )     —  
Total Stockholders’ Equity     283,554,129       311,390,471  
Total Liabilities and Stockholders’ Equity   $ 626,201,774     $ 477,977,509  

PROFICIENT AUTO LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited)



    Three months     Three months     Nine months     Nine months  
    ended     ended     ended     ended  
    September 30,     September 30,     September 30,     September 30,  
    2026     2025     2026     2025  
Operating revenue       ​       ​       ​       ​
Revenue, before fuel surcharge   $ 130,381,608     $ 104,900,181     $ 312,594,172     $ 299,887,668  
Fuel surcharge and other reimbursements     16,006,722       7,442,725       32,922,759       19,672,820  
Other revenue     1,503,506       1,266,845       3,414,238       3,260,712  
Lease revenue     1,077,698       685,053       3,127,819       2,226,211  
Total operating revenue     148,969,534       114,294,804       352,058,988       325,047,411  
        ​       ​       ​       ​
Operating Expenses       ​       ​       ​       ​
Salaries, wages and benefits     35,159,198       22,341,396       78,129,637       64,086,192  
Stock-based compensation     1,479,297       1,870,211       4,177,627       4,274,717  
Fuel and fuel taxes     16,306,884       6,497,935       32,120,692       19,343,046  
Purchased transportation     63,223,804       56,851,258       160,821,857       163,008,119  
Truck expenses     10,838,695       6,739,370       25,094,041       19,027,640  
Depreciation     7,505,530       7,718,519       22,283,776       21,854,078  
Intangible amortization     2,654,281       2,454,641       7,483,785       7,325,112  
Gain on sale of equipment     (414,936 )     (52,597 )     (373,889 )     (278,911 )
Insurance premiums and claims     9,068,386       5,405,410       20,447,337       15,746,601  
General, selling, and other operating expenses     7,018,606       4,569,409       15,913,921       12,998,713  
Total Operating Expenses     152,839,745       114,395,552       366,098,784       327,385,307  
Operating loss     (3,870,211 )     (100,748 )     (14,039,796 )     (2,337,896 )
Other income and expense       ​       ​       ​       ​
Interest expense     (3,049,275 )     (1,682,501 )     (5,878,342 )     (5,091,297 )
Acquisition costs     (6,426,134 )     (94,738 )     (6,449,870 )     (406,545 )
Restructuring charges     —       (1,901,103 )     —       (1,901,103 )
Foreign currency transaction loss     (3,748 )     —       (3,748 )     —  
Other income, net     140,313       113,150       155,051       294,441  
Total other expense, net     (9,338,844 )     (3,565,192 )     (12,176,909 )     (7,104,504 )
Loss before income taxes     (13,209,055 )     (3,665,940 )     (26,216,705 )     (9,442,400 )
Income tax (benefit) expense     (3,262,370 )     (646,254 )     (5,884,471 )     (1,674,196 )
Net loss   $ (9,946,685 )   $ (3,019,686 )   $ (20,332,234 )   $ (7,768,204 )
        ​       ​       ​       ​
Other comprehensive loss, net of tax       ​       ​       ​       ​
Foreign currency translation adjustment, net of tax     (188,545 )     —       (188,545 )     —  
Total other comprehensive loss, net of tax     (188,545 )     —       (188,545 )     —  
Comprehensive income loss   $ (10,135,230 )   $ (3,019,686 )   $ (20,520,779 )   $ (7,768,204 )
        ​       ​       ​       ​
Loss Per Share       ​       ​       ​       ​
Basic & Diluted   $ (0.35 )   $ (0.11 )   $ (0.73 )   $ (0.28 )
        ​       ​       ​       ​
Weighted Average Shares       ​       ​       ​       ​
Basic & Diluted     28,285,966       27,796,148       28,033,351       27,494,922  
                                 

___________________________
1  Adjusted Operating Income and Adjusted Operating Ratio are non-GAAP financial measures. See “Summary Unaudited Financial Information” on the following pages for additional information regarding the use of Adjusted Operating Income and Adjusted Operating Ratio and a reconciliation to the most comparable GAAP measure.



Quantum Cyber Reports First Revenue of ~$1.0 Million and Announces $8.0 Million Funding Commitment From Chief Executive Officer David Lazar


Third Quarter 2026 Form 10-Q Highlights:


  • Four customers each accounting for 10% or more of quarterly revenue, with no single customer representing more than 15%

  • Bridgeport facility operational, including the installation of an 80-unit 3D printing production farm in August 2026

  • Project LightShift quantum antenna license field of use expanded by November 6, 2026 amendment to include unmanned surface and underwater vehicles, maritime platforms, homeland security, and law enforcement applications

  • Settlement of the Boustead Securities, LLC action and the related FINRA arbitration for $250,000, with termination of Boustead’s April 2021 engagement letter, including the related tail and right of first refusal on future financings

  • Shareholders’ equity of approximately $16.2 million at September 30, 2026, up from $0.6 million at December 31, 2025, an increase of approximately 2,600%, with approximately $15.2 million of year-to-date proceeds from the exercise of warrants

  • No shares sold under the Company’s at-the-market registration statement through November 12, 2026

Norwalk, CT, Nov. 12, 2026 (GLOBE NEWSWIRE) — Quantum Cyber N.V. (Nasdaq: QUCY) (“Quantum Cyber” or the “Company”), a Nasdaq-listed autonomous defense technology company assembling an AI-powered System-of-Systems platform for drone warfare, counter-UAS, and border security applications, today announced that it has filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 with the U.S. Securities and Exchange Commission. The filing reports the Company’s first revenue since its strategic pivot to autonomous defense and discloses an $8.0 million funding commitment from the Company’s Chief Executive Officer and Chair of the Board, David Lazar.

“The third quarter of 2026 is the quarter in which Quantum Cyber crossed from a pre-revenue strategy into an operating company,” said David Lazar. “We generated our first revenue, we installed the first production equipment at our Bridgeport facility, and we resolved a legacy legal claim that had overhung our capital structure. In the Company’s view, each of these is a building block toward the vertically integrated autonomous defense manufacturer we have described to the market.”

“The $8.0 million funding commitment I provided to the Company on November 11, 2026 is intended to reinforce the balance sheet while we complete the build-out of the Bridgeport facility and continue to advance the Project LightShift quantum antenna program under our newly expanded field of use. We believe Quantum Cyber is entering 2027 as an operating, revenue-generating business with the manufacturing footprint, the technology licenses, and the capital on hand to execute the next phase of its plan.”

~$1.0 Million of First Revenue From Continuing Operations
For the three months ended September 30, 2026, the Company reported $966,833 of revenue, compared with no revenue from continuing operations in the first and second quarters of 2026 and in the prior-year periods. The revenue was generated by the precision metal stamping and fabrication business operating out of the Company’s Bridgeport, Connecticut facility, which the Company acquired on July 15, 2026 from Arcade Technology LLC and Arcade Realty LLC. Revenue was spread across three product lines, electrical components, tooling, and general metal stamping products, with four customers each accounting for between 10% and 15% of quarterly revenue.

In the Company’s view, the transition from a pre-revenue platform-development story to an operating business with inventory, accounts receivable, manufacturing assets, and a diversified customer base in a single quarter represents a meaningful inflection point in the execution of its vertical integration strategy.

$8.0 Million Funding Commitment From Chief Executive Officer
On November 11, 2026, Mr. Lazar provided the Company with a funding commitment of up to $8.0 million through November 30, 2027. The Company believes the commitment is intended to supplement its working capital as it continues to build out its autonomous defense manufacturing capacity at the Bridgeport facility and to advance its Quantum Drones programs. A copy of the Funding Commitment Letter is filed as Exhibit 10.4 to the Form 10-Q.

Bridgeport Facility Operational
The Company’s Bridgeport facility continues to operate as the revenue-generating Arcade Metal Stamping business while the Company builds out the site for drone manufacturing. In August 2026, the Company completed the installation of an 80-unit 3D printing production farm at the facility. The Company currently expects to begin manufacturing and selling drones in early 2027, subject to further build-out of production lines, procurement of equipment, and completion of commercial prototypes.

At September 30, 2026, the Company’s balance sheet reflected approximately $2.78 million of property, plant and equipment, $929,606 of inventory, $643,386 of accounts receivable, and $534,000 of goodwill, substantially all associated with the Bridgeport operations. These line items did not appear on the Company’s December 31, 2025 or March 31, 2026 balance sheets.

Expansion of the Quantum Antenna License Field of Use
On November 6, 2026, the Company’s wholly owned subsidiary, Quantum Drones Corporation, and Project LightShift, Inc. entered into a First Amendment to their June 2026 exclusive worldwide license agreement covering Project LightShift’s patent-protected quantum photonic array, or quantum antenna, technology. The First Amendment expands the licensed field of use beyond unmanned aerial vehicles to also include unmanned surface and underwater vehicles, maritime platforms, homeland security, and law enforcement applications. The Company believes this expansion materially broadens the addressable market for the licensed quantum antenna technology across air, land, and sea autonomous platforms.

Resolution of Legacy Boustead Claims
On October 15, 2026, the Company entered into a Settlement Agreement and General Release with Boustead Securities, LLC resolving the action filed by the Company in the Supreme Court of the State of New York, New York County, and the related FINRA arbitration previously initiated and withdrawn by Boustead. Under the agreement, Quantum Drones Corporation paid Boustead $250,000, and the parties agreed to mutual general releases. The Boustead Settlement Agreement also terminates Boustead’s April 2021 engagement letter with the Company, including any related rights to fees, compensation, right of first refusal, or tail compensation in connection with any future financing or transaction by the Company. In the Company’s view, this removes a legacy overhang from its capital structure and future financing activities.

Balance Sheet
At September 30, 2026, the Company reported total assets of approximately $18.8 million, total shareholders’ equity of approximately $16.2 million, and cash and marketable securities of approximately $5.0 million. Shareholders’ equity at December 31, 2025 was approximately $0.6 million, representing an increase of approximately 2,600% over the period. During the nine months ended September 30, 2026, the Company received approximately $22.2 million of net proceeds from financing activities, including approximately $15.2 million from the exercise of warrants and $6.0 million from the issuance of preferred shares.

On October 9, 2026, the Company entered into the Titan Sales Agreement, an at-the-market offering facility providing for the sale of up to $100 million of the Company’s ordinary shares through Titan Partners Securities LLC as sales agent. Through November 12, 2026, the Company had not sold any shares under the Titan Sales Agreement.

About Quantum Cyber N.V.
Quantum Cyber N.V. (Nasdaq: QUCY) is assembling an AI-powered, quantum-accelerated System-of-Systems autonomous defense platform that integrates drone warfare, counter-UAS, autonomous naval mine countermeasures, EMP shielding, anti-drone ammunition, command-and-control, and quantum antenna applications under a single Nasdaq-listed company. The Company acquires, licenses, and develops combat-proven autonomous technologies, deploying them as a coordinated, multi-domain portfolio across air, land, and sea. For more information, visit www.quantum-cyber.ai.

Forward-Looking Statements
Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “intend,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements relate to, among other things, the Company’s ability to continue generating revenue from the Arcade Metal Stamping business; the drawdown, availability, and sufficiency of the $8.0 million funding commitment from the Chief Executive Officer; the Company’s expected timing for commencing drone manufacturing at the Bridgeport facility; the Company’s ability to commercialize the quantum antenna technology licensed from Project LightShift in the expanded field of use; the continued development of the Quantum Drones business; the sufficiency of the Company’s balance sheet and liquidity; the finality of the Boustead settlement; and the Company’s strategy as a vertically integrated autonomous defense manufacturer. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from the Company’s expectations or projections. Additional information concerning these and other factors may be found in the Company’s filings with the SEC, including its Annual Report on Form 10-K filed on March 31, 2026, its Quarterly Reports on Form 10-Q, and its subsequent filings with the SEC. The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov. Any forward-looking statement made by the Company in this press release is based only on information currently available and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

Investor Relations Contact
Arx Investor Relations
North American Equities Desk
[email protected]

QUANTUM CYBER N.V.

Condensed Consolidated Balance Sheets

  September 30, 2026 December 31, 2025
(Unaudited)    
ASSETS    
Current Assets    
Cash $ 4,860,697 $ 701,602
Marketable securities 132,003 —
Accounts receivable, net 643,386 —
Inventories 929,606 —
Prepaid expenses and other current assets 1,794,448 466,743
Assets of discontinued operations, held for sale 292,448 3,045,627
Total current assets 8,652,588 4,213,972
     
Property, plant and equipment, net 2,782,050 —
Intangible assets, net 6,447,064 1,113,424
Operating lease right-of-use asset 349,583 —
Goodwill 534,000 —
Total assets $ 18,765,285 $ 5,327,396
     
LIABILITIES AND SHAREHOLDERS’ EQUITY    
Current Liabilities    
Accounts payable and accrued liabilities $ 1,422,870 $ 369,771
Intellectual property acquisition liability 750,000 487,785
Operating lease liabilities, current portion 55,960 —
Liabilities of discontinued operations, held for sale 89,737 3,828,240
Total current liabilities 2,318,567 4,685,796
     
Operating lease liabilities, net of current portion 294,982 —
Total liabilities 2,613,549 4,685,796
     
Shareholders’ equity    
Series D Preferred shares 10,280 —
Series E Preferred shares 11,744 —
Ordinary shares 1,004,145 107,820
Additional paid-in capital 141,507,845 106,053,809
Accumulated deficit (126,382,278) (104,902,375)
Accumulated other comprehensive loss — (617,654)
Total shareholders’ equity 16,151,736 641,600
     
Total liabilities and shareholders’ equity $ 18,765,285 $ 5,327,396

QUANTUM CYBER N.V.

Condensed Consolidated Statements of Comprehensive Loss

  Three months ended September 30, Nine months ended September 30,
  2026 2025 2026 2025
(Unaudited)        
Revenue $ 966,833 $ — $ 966,833 $ —
Cost of revenue 873,243 — 873,243 —
Gross profit 93,590 — 93,590 —
         
Operating expenses:        
Sales and marketing 771,150 434,827 2,511,523 2,453,249
Research and development 1,255,029 39,318 1,575,901 229,344
In-process research and development — — 4,258,449 —
General and administrative 2,929,422 692,590 9,160,832 2,859,742
Total operating expenses 4,955,601 1,166,735 17,506,705 5,542,335
         
Loss from operations (4,862,011) (1,166,735) (17,413,115) (5,542,335)
         
Other income (expense):        
Other income 197,744 5,830 232,189 25,707
Change in fair value of convertible debt — — — 21,000
Interest expense (3,146) (42,880) (25,529) (133,817)
Other expense (252,756) (4,249) (271,629) (28,031)
Total other expense, net (58,158) (41,299) (64,969) (115,141)
         
Loss before income taxes (4,920,169) (1,208,034) (17,478,084) (5,657,476)
Income tax provision — — — —
Loss from continuing operations (4,920,169) (1,208,034) (17,478,084) (5,657,476)
Loss from discontinued operations (461,272) (1,711,312) (4,001,819) (5,744,594)
Net loss $ (5,381,441) $ (2,919,346) $ (21,479,903) $ (11,402,070)
         
Comprehensive loss:        
Net loss (5,381,441) (2,919,346) (21,479,903) (11,402,070)
Foreign currency translation adjustment (10,371) (19,845) (76,150) 3,878
Reclassification upon liquidation of foreign subsidiary 10,371 — 693,804 —
Total comprehensive loss $ (5,381,441) $ (2,939,191) $ (20,862,249) $ (11,398,192)
         
Basic and diluted loss per ordinary share:        
Net loss $ (0.08) $ (0.42) $ (0.69) $ (2.30)
Loss from continuing operations $ (0.08) $ (0.17) $ (0.56) $ (1.14)
Loss from discontinued operations $ (0.01) $ (0.24) $ (0.13) $ (1.16)
Weighted average number of ordinary shares outstanding 63,676,333 7,003,264 31,298,958 4,947,775



Helen of Troy Issues Statement

Helen of Troy Issues Statement

EL PASO, Texas–(BUSINESS WIRE)–
Helen of Troy Limited (NASDAQ: HELE) (“Helen of Troy” or the “Company”) issued the following statement in response to Empower Brands Holdings Group, LLC (“Empower Brands”), which is owned by Spectrum Brands Holdings, Inc. (NYSE: SPB) (“Spectrum Brands”) and Oaktree Capital Management, L.P. (“Oaktree”):

The Helen of Troy Board of Directors unanimously determined that Empower Brands’ unsolicited, non-binding proposal to acquire Helen of Troy, which remains unchanged at $37.00 per share in cash, significantly undervalues the Company and its prospects for continued growth and value creation. The Board is confident that the Company’s standalone strategic plan will deliver more value to shareholders than this proposal.

Helen of Troy has a new CEO, a refreshed Board and a plan that is already delivering results, with a raised outlook for fiscal 2027, expanding margins and a significantly strengthened balance sheet. Spectrum Brands and Oaktree are opportunistically seeking to capture the upside inherent in the execution of Helen of Troy’s plan.

The Board, alongside its financial and legal advisors, has carefully evaluated each of Empower Brands’ overtures. This includes Spectrum Brands’ March 2025 idea for Helen of Troy to acquire Spectrum Brands’ Household & Personal Care business using the Company’s shares, which did not provide an appropriate basis for further discussion. In determining that Empower Brands’ October 12, 2026, proposal substantially undervalues Helen of Troy, the Company’s management team and its advisors engaged with their counterparts at Spectrum Brands at every outreach received.

As previously disclosed, Helen of Troy was prepared to share its detailed financial plan with Empower Brands under a customary non-disclosure agreement. Empower Brands declined. Helen of Troy has since publicly disclosed its summary-level five-year outlook, giving Empower Brands and Helen of Troy shareholders a view of the plan and the value it is designed to deliver. Absent a compelling proposal that fairly values Helen of Troy, there is no reason to share additional details with a competitor.

The Board remains open to opportunities that are in the best interests of Helen of Troy and its shareholders and will appropriately consider opportunities consistent with its fiduciary duties.

About Helen of Troy Limited

Helen of Troy Limited (NASDAQ: HELE) is a leading global consumer products company offering creative products and solutions for its customers through a diversified portfolio of well-recognized and widely-trusted brands, including OXO, Hydro Flask, Osprey, Vicks, Braun, Honeywell, PUR, Hot Tools, Drybar, Curlsmith, Revlon and Olive & June. All trademarks herein belong to Helen of Troy Limited (or its subsidiaries) and/or are used under license from their respective licensors.

For more information about Helen of Troy, please visit http://investor.helenoftroy.com

Forward-Looking Statements

Certain written and oral statements made by the Company and subsidiaries of the Company may constitute “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. This includes statements made in this press release, in other filings with the SEC, and in certain other oral and written presentations. Generally, the words “anticipates”, “assumes”, “believes”, “expects”, “plans”, “may”, “will”, “might”, “would”, “should”, “seeks”, “estimates”, “project”, “predict”, “potential”, “currently”, “continue”, “intends”, “outlook”, “ongoing”, “forecasts”, “targets”, “reflects”, “could”, and other similar words identify forward-looking statements. All statements that address our strategic plans, operating results, events or developments that the Company expects or anticipates may occur in the future, including statements related to sales, expenses, debt reduction, earnings per share results, and statements expressing general expectations about future operating results, are forward-looking statements and are based upon its current expectations and various assumptions. The Company currently believes there is a reasonable basis for these expectations and assumptions, but there can be no assurance that the Company will realize these expectations or that these assumptions will prove correct. Forward-looking statements are only as of the date they are made and are subject to risks, many of which are beyond the Company’s control, that could cause them to differ materially from actual results. Accordingly, the Company cautions readers not to place undue reliance on forward-looking statements. The forward-looking statements contained in this press release should be read in conjunction with, and are subject to and qualified by, the risks described in the Company’s Form 10-K for the year ended February 28, 2026, and in the Company’s other filings with the SEC. Investors are urged to refer to the risk factors referred to above for a description of these risks. Such risks include, among others, the geographic concentration of certain United States (“U.S.”) distribution facilities which increases its risk to disruptions that could affect the Company’s ability to deliver products in a timely manner, the occurrence of cyber incidents or failure by the Company or its third-party service providers to maintain cybersecurity and the integrity of confidential internal or customer data, a cybersecurity breach, obsolescence or interruptions in the operation of the Company’s central global Enterprise Resource Planning systems and other peripheral information systems, risks associated with the use of licensed trademarks from or to third parties, the Company’s ability to develop and introduce a continuing stream of innovative new products to meet changing consumer preferences, actions taken by large customers that may adversely affect the Company’s gross profit and operating results, the Company’s dependence on sales to several large customers and the risks associated with any loss of, or substantial decline in, sales to top customers, the Company’s dependence on third-party manufacturers, most of which are located in Asia, and any inability to obtain products from such manufacturers or diversify production to other regions or source the same product in multiple regions or implement potential tariff mitigation plans, the Company’s ability to deliver products to its customers in a timely manner and according to their fulfillment standards, the risks associated with trade barriers, exchange controls, expropriations, and other risks associated with domestic and foreign operations including uncertainty and business interruptions resulting from political changes and events in the U.S. and abroad, and volatility in the global credit and financial markets and economy, the Company’s dependence on the strength of retail economies and vulnerabilities to any prolonged economic downturn, including a downturn from the effects of macroeconomic conditions, geopolitical conditions including global conflicts or wars such as the Israel-United States and Iran conflict, any public health crises or similar conditions, risks associated with weather conditions, the duration and severity of the cold and flu season and other related factors, the Company’s reliance on its Chief Executive Officer and a limited number of other key senior officers to operate its business, the Company’s ability to execute and realize expected synergies from strategic business initiatives such as acquisitions, divestitures and global restructuring plans, the risks of significant tariffs or other restrictions continuing to be placed on imports from China, Vietnam or Mexico and any retaliatory measures taken by these countries, the risks of potential changes in laws and regulations, including environmental, employment and health and safety and tax laws, and the costs and complexities of compliance with such laws, the risks associated with increased focus and expectations on climate change and other sustainability matters, the risks associated with significant changes in or the Company’s compliance with regulations, interpretations or product certification requirements, the risks associated with global legal developments regarding privacy and data security that could result in changes to its business practices, penalties, increased cost of operations, or otherwise harm the business, the risks associated with product recalls, product liability, class actions and other claims against the Company, the Company’s dependence on whether it is classified as a “controlled foreign corporation” for U.S. federal income tax purposes which impacts the tax treatment of its non-U.S. income, the risks associated with regulatory changes in Bermuda, including economic substance and tax governance requirements, the risks associated with accounting for tax positions and the resolution of tax disputes, and associated financial risks including but not limited to, the risks to the Company’s business, liquidity or cost of capital which may be materially adversely affected by constraints or changes in the capital and credit markets, interest rates and limitations under and compliance with its credit facility, including debt covenants, significant additional impairment of the Company’s goodwill, indefinite-lived and definite-lived intangible assets and other long-lived assets, projections of product demand, sales and net income, which are highly subjective in nature, and from which future sales and net income could vary by a material amount, increased costs of raw materials, energy and transportation, and risks associated with foreign currency exchange rate fluctuations. The Company undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.

Additional Important Information

This document does not constitute an offer to buy or solicitation of an offer to sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. No tender offer for the shares of the Company has commenced at this time. If a tender offer is commenced, the Company may file a solicitation/recommendation statement with the U.S. Securities and Exchange Commission (“SEC”). Any solicitation/recommendation statement filed by the Company that is required to be mailed to shareholders will be mailed to shareholders of the Company. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov.

This document is neither a solicitation of a proxy nor a substitute for any proxy statement or other filing that may be made with the SEC. In the future, the Company may file a proxy statement with the SEC. Any definitive proxy statement will be mailed to shareholders of the Company. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov.

Certain Information Regarding Participants

This document is neither a solicitation of a proxy nor a substitute for any proxy statement or other filing that may be made with the SEC. Nevertheless, the Company and certain of its respective directors and executive officers may be deemed to be participants under the rules of the SEC. Information regarding such persons who may be considered participants, including a description of their direct or indirect interests, by security holdings or otherwise, may be found in the Company’s DEF14A Proxy Statement for the 2026 Annual General Meeting of Shareholders (the “2026 Proxy Statement”), which was filed with the SEC on June 24, 2026 and is available here, under the headings “Nominees for the Election of Directors,” “Corporate Governance,” “Director Compensation,” “Executive Compensation,” “Security Ownership of Certain Beneficial Owners and Management,” “Related Person Transactions,” and “Proposal 3: Approval of an Amendment to the Helen of Troy Limited 2025 Stock Incentive Plan to Increase the Plan’s Shares Available for Issuance.” Additionally, the following Statement of Changes in Beneficial Ownership on Form 4 were filed on September 2, 2026 after the filing of the 2026 Proxy Statement and update the holdings of each respective director noted: Krista L. Berry, Thurman K. Case, Tabata L. Gomez, Elena B. Otero, Beryl B. Raff, and Darren G. Woody. Initial Statement of Beneficial Ownership in Securities on Form 3 and Statement of Changes in Beneficial Ownership on Form 4 were filed on September 2, 2026 after the filing of the 2026 Proxy Statement and update the holdings of each respective director noted: Marlo M. Cormier and Mitchell E. Fadel. A Statement of Changes in Beneficial Ownership on Form 4 was filed on September 4, 2026 to update the holdings of G. Scott Uzzell, and a Statement of Changes in Beneficial Ownership on Form 4 was filed on October 7, 2026 to update the holdings of Brian L. Grass. These documents can be obtained free of charge as described above through the website maintained by the SEC at http://www.sec.gov. Additional information regarding the interests of these participants in any proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement and other relevant materials related to such matters if and when they are filed with the SEC when they become available.

Investor:

Helen of Troy Limited

Anne Rakunas, Sr. Director, Investor Relations & Corporate Communications

[email protected]

ICR, Inc.

Allison Malkin, Partner

[email protected]

Media:

Joseph Sala / Adam Pollack

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Cosmetics Retail Home Goods Specialty

MEDIA: