LOUISVILLE, Ky., Oct. 28, 2026 (GLOBE NEWSWIRE) — Churchill Downs Incorporated (Nasdaq: CHDN) (the “Company,” “CDI,” “we”) today reported business results for the quarter ended September 30, 2026.

Company Highlights

  • Third quarter 2026 financial results, as compared to the prior year quarter:
    • Record net revenue of $696 million, up $13 million or 2%
    • Record net income attributable to CDI of $80 million, up $42 million
      • Excluding 3Q’25 one-time, non-cash impairment and insurance recovery, net income attributable to CDI was up $10 million or 26%
    • Record Adjusted EBITDA of $264 million, up $2 million or 1%
      • Excluding 3Q’25 insurance recovery, Adjusted EBITDA was up $6 million or 2%
  • We announced the Thoroughbred Championship Series with the New York Racing Association (“NYRA”) beginning with the Kentucky Oaks and Kentucky Derby in 2027.
  • We received approval to relocate and expand our Rosie’s Collinsville historical racing machines (“HRM”) venue to 150 HRMs within Henry County, Virginia.
  • We completed the acquisition of 49% of United Tote Company (“United Tote”) from NYRA and extended NYRA’s tote services agreement with United Tote through 2035.
  • We entered into a new $500 million Term Loan B due 2033 (the “2033 TLB”) and amended and extended our Revolver and Term Loan A facility at favorable rates.
  • The Board of Directors declared a $0.469 per share dividend (+7%) to shareholders of record as of December 4, 2026 and payable on January 5, 2027.
  • The Board of Directors approved a new $750 million share repurchase program. The new authorization includes and is not in addition to the $306 million previously remaining under the prior repurchase program authorization as of the close of trading on October 27, 2026.
  • We ended the third quarter of 2026 with net bank leverage of 3.8x and returned $48 million of capital to our shareholders through share repurchases during the quarter.
CONSOLIDATED RESULTS
   
  Third Quarter
(in millions, except per share data) 2026   2025
       
Net revenue $ 696   $ 683
Net income attributable to CDI $ 80   $ 38
Diluted EPS attributable to CDI $ 1.15   $ 0.54
Adjusted EBITDA(a) $ 264   $ 262
 
(a) This is a non-GAAP measure. See explanation of non-GAAP measures below.

SEGMENT RESULTS

The summaries below present revenue from external customers and intercompany revenue from each of our reportable segments. All comparisons are against the applicable prior year period unless otherwise noted.

Live and Historical Racing

  Third Quarter
(in millions) 2026   2025
       
Revenue $ 315   $ 305
Adjusted EBITDA   111     116
           

Third quarter 2026 revenue increased $10 million due to an $11 million increase from our Kentucky HRM venues and a $1 million increase from Churchill Downs Racetrack, partially offset by a $1 million decrease from our Virginia HRM venues and a $1 million decrease from our New Hampshire venues. The Kentucky HRM increase was due to a $7 million increase from our Southwestern Kentucky venues, a $2 million increase from our Northern Kentucky venues, a $1 million increase from our Western Kentucky venues, and a $1 million increase from our Louisville venues. The Virginia HRM decrease was due to a $6 million net decrease from our Central Virginia venues primarily from increased competition, partially offset by a $4 million net increase from our Northern Virginia venues and a $1 million increase at our Western Virginia venue. The New Hampshire decrease was due to the closure of our temporary Casino Salem venue during the construction of our new Rockingham Grand Casino venue.

Third quarter 2026 Adjusted EBITDA decreased $5 million due to a $6 million decrease from our Virginia HRM venues, a $4 million decrease due to a one-time business interruption insurance recovery received in the prior year quarter for our Northern Virginia venue, and a $1 million decrease at our New Hampshire venues, partially offset by a $6 million increase from our Kentucky HRM venues. The Virginia HRM decrease was primarily due to a $10 million decrease from our Central Virginia venues that was partially offset by a $3 million increase from our Northern Virginia venue and a $1 million net increase from our Western Virginia and Southern Virginia venues. The decrease from our Central Virginia venues was primarily due to increased competition and a $5 million new tax expense related to live race days under the new racing and HRM tax structure that became effective July 1, 2026. Our Virginia HRM venues continue to benefit from a statewide HRM handle tax reduction that became effective July 1, 2025 as part of this new tax structure. The New Hampshire decrease was due to the closure of our temporary Casino Salem venue during the construction of our Rockingham Grand Casino venue. The Kentucky HRM increase was due to a $3 million increase from our Southwestern Kentucky venues, a $2 million increase from our Northern Kentucky venues, and a $1 million increase from our Louisville venues.

Wagering Services and Solutions

  Third Quarter
(in millions) 2026   2025
       
Revenue $ 126   $ 127
Adjusted EBITDA   48     46
           

Third quarter 2026 revenue decreased $1 million due to a decrease from our sports betting business.

Third quarter 2026 Adjusted EBITDA increased $2 million primarily due to an increase in our Horse Racing business.

Gaming

  Third Quarter
(in millions) 2026   2025
       
Revenue $ 273   $ 266
Adjusted EBITDA   128     123
           

Third quarter 2026 revenue increased $7 million primarily due to increases from our wholly-owned New York, Pennsylvania, and Maine properties.

Third quarter 2026 Adjusted EBITDA increased $5 million. Our equity investments increased $3 million from strong performance at Rivers Des Plaines in Illinois and Miami Valley Gaming in Ohio. Our wholly-owned gaming properties increased $2 million primarily from our New York property.

All Other

  Third Quarter
(in millions)   2026       2025  
       
Revenue $ 2     $ 2  
Adjusted EBITDA   (23 )     (23 )
               

Third quarter 2026 revenue is consistent with the prior year. All intercompany captive revenue is eliminated in consolidation.

Third quarter 2026 Adjusted EBITDA is consistent with the prior year.

CAPITAL MANAGEMENT

United Tote Acquisition

On August 3, 2026, the Company closed on its previously announced acquisition of 49% of United Tote Company from NYRA Content Management Solutions, LLC, a subsidiary of NYRA. Concurrent with this transaction, NYRA has agreed to extend its tote services agreement with United Tote through 2035.

Credit Agreement

On September 25, 2026, the Company closed the eighth amendment to its senior secured credit facility (the “Credit Agreement”) to (i) extend the maturity date of its Revolver and Term Loan A from July 2029 to September 2031, (ii) eliminate the 10 basis points credit spread adjustment previously applicable, and (iii) amend certain other provisions of the Credit Agreement.

The Company also entered into the $500 million 2033 TLB under its Credit Agreement. The 2033 TLB was issued at 99.875% of the principal amount and has a maturity date of September 25, 2033. The 2033 TLB bears interest at SOFR plus 175 basis points. The Company used a portion of the net proceeds from the 2033 TLB to repay indebtedness outstanding under its 2028 TLB, repay indebtedness outstanding under its 2031 Revolver, to fund related transaction fees and expenses, and for working capital and other general corporate purposes.

On October 19, 2026, the Company redeemed the 2027 Senior Notes with borrowings from the 2031 Revolver.

Annual Dividend

On October 27, 2026, the Company’s Board of Directors declared an annual cash dividend on the Company’s common stock of $0.469 per outstanding share, a seven percent increase over the prior year. The dividend is payable on January 5, 2027, to shareholders of record as of the close of business on December 4, 2026, with the aggregate cash dividend to be paid to each shareholder rounded to the nearest whole cent. This will be the sixteenth consecutive year that the Company has increased the dividend per share.

Share Repurchase Program

The Company repurchased 570,169 shares of its common stock at a total cost of $48 million in the third quarter of 2026. We had approximately $382 million of repurchase authority remaining under the July 2025 Stock Repurchase Program as of September 30, 2026.

On October 27, 2026, the Company’s Board of Directors approved a new common stock repurchase program of up to $750 million (the “October 2026 Stock Repurchase Program”). The October 2026 Stock Repurchase Program includes and is not in addition to the $306 million remaining under the July 2025 Stock Repurchase Program as of the close of trading on October 27, 2026.

NET INCOME ATTRIBUTABLE TO CDI

The Company’s third quarter 2026 net income attributable to CDI was $80 million compared to $38 million in the prior year quarter.

The following factors impacted the comparability of the Company’s third quarter 2026 net income to the prior year quarter:

  • a $35 million after-tax impairment charge in the prior year quarter related to the impairment of the Chasers’ gaming rights.

This was offset by:

  • a $2 million after-tax increase in other charges and recoveries, net.

Excluding the items above, third quarter 2026 adjusted net income attributable to CDI increased $9 million primarily due to the following:

  • a $4 million after-tax increase in equity income from our unconsolidated affiliates;
  • a $3 million after-tax increase primarily driven by the results of our operations;
  • a $1 million after-tax decrease in interest expense; and
  • a $1 million after-tax decrease of the portion of the Company’s income from United Tote and our facility in New Hampshire being recognized as income attributable to a noncontrolling interest.

Conference Call

A conference call regarding this news release is scheduled for Thursday, October 29, 2026 at 9 a.m. ET. Investors and other interested parties may listen to the teleconference by accessing the online, real-time webcast and broadcast of the call at https://ir.churchilldownsincorporated.com/events-presentations, or by registering in advance via teleconference here. Once registration is completed, participants will be provided with a dial-in number containing a personalized conference code to access the call. All participants are encouraged to dial-in 15 minutes prior to the start time. An online replay will be available by noon ET on Thursday, October 29, 2026. A copy of the Company’s news release announcing quarterly results and relevant financial and statistical information about the period will be accessible at www.churchilldownsincorporated.com.

Use of Non-GAAP Measures

In addition to the results provided in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company also uses non-GAAP measures, including adjusted net income, adjusted diluted EPS, EBITDA (earnings before interest, taxes, depreciation and amortization), and Adjusted EBITDA.

The Company uses non-GAAP measures as key performance measures of the results of operations for purposes of evaluating performance internally. These measures facilitate comparison of operating performance between periods and help investors to better understand the operating results of the Company by excluding certain items that may not be indicative of the Company’s core business or operating results. The Company believes the use of these measures enables management and investors to evaluate and compare, from period to period, the Company’s operating performance in a meaningful and consistent manner. The non-GAAP measures are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP, and should not be considered as an alternative to, or more meaningful than, net income or diluted EPS (as determined in accordance with GAAP) as a measure of our operating results.

We use Adjusted EBITDA to evaluate segment performance, develop strategy, and allocate resources. We utilize the Adjusted EBITDA metric to provide a more accurate measure of our core operating results and enable management and investors to evaluate and compare from period to period our operating performance in a meaningful and consistent manner. Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure provided in accordance with GAAP. Our calculation of Adjusted EBITDA may be different from the calculation used by other companies and, therefore, comparability may be limited.

Adjusted net income and adjusted diluted EPS exclude discontinued operations net income or loss; net income or loss attributable to noncontrolling interests; transaction expense, which includes acquisition and disposition related charges, as well as legal, accounting, and other deal-related expense; pre-opening expense; and certain other gains, charges, recoveries, and expenses.

Adjusted EBITDA includes our portion of EBITDA from our equity investments and the portion of EBITDA attributable to noncontrolling interests.

Adjusted EBITDA excludes:

  • Transaction expense, net, which includes:
    • Acquisition, disposition, and property sale related charges; and
    • Other transaction expense, including legal, accounting, and other deal-related expense;
  • Stock-based compensation expense;
  • Rivers Des Plaines’ impact on our investments in unconsolidated affiliates from legal reserves and transaction costs;
  • Asset impairments, net;
  • Gain on property sales;
  • Legal reserves;
  • Pre-opening expense; and
  • Other charges, recoveries, and expenses

For segment reporting, Adjusted EBITDA includes intercompany revenue and expense totals that are eliminated in the Condensed Consolidated Statements of Comprehensive Income. See the Reconciliation of Net Income to Adjusted EBITDA included herewith for additional information.

About Churchill Downs Incorporated

Churchill Downs Incorporated (“CDI”) (Nasdaq: CHDN) has created extraordinary entertainment experiences for over 150 years, beginning with the Company’s most iconic and enduring asset, Churchill Downs Racetrack, the home of the Kentucky Derby and premier races of the Thoroughbred Championship Series. Headquartered in Louisville, Kentucky, CDI has expanded through the acquisition, development, and operation of live and historical racing entertainment venues, the growth of the online wagering businesses, and the acquisition, development, and operation of regional casino gaming properties. www.churchilldownsincorporated.com

This news release contains various “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “should,” “will,” “scheduled,” and similar words or similar expressions (or negative versions of such words or expressions), although some forward-looking statements are expressed differently.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from expectations include the following: the occurrence of extraordinary events, such as terrorist attacks, public health threats, civil unrest, and inclement weather, including as a result of climate change; the effect of economic conditions on our consumers’ confidence and discretionary spending or our access to credit, including the impact of inflation; changes in, or new interpretations of, applicable tax laws or rulings that could result in additional tax liabilities; the impact of any pandemics, epidemics, or outbreaks of infectious diseases, and related economic matters on our results of operations, financial conditions, and prospects; lack of confidence in the integrity of our core businesses or any deterioration in our reputation; negative shifts in public opinion regarding gambling that could result in increased regulation of, or new restrictions on, the gaming industry; loss of key or highly skilled personnel, as well as general disruptions in the labor market; the impact of significant competition, and the expectation that competition levels will increase; changes in consumer preferences, attendance, wagering, and sponsorships; risks associated with equity investments, strategic alliances and other third-party agreements; inability to respond to rapid technological changes in a timely manner; concentration and evolution of slot machine and historical racing machine manufacturing and other technology conditions that could impose additional costs; failure to enter into or maintain agreements with industry constituents, including horsemen and other racetracks; cybersecurity risk, including cybersecurity breaches, loss or misuse of our confidential information as a result of a breach including customers’ personal information, or IT system operational disruptions, could lead to government enforcement actions or other litigation; costs of compliance with increasingly complex laws and regulations regarding data privacy and protection of personal information; reliance on our technology services and catastrophic events, system failures, errors or defects disrupting our operations; inability to identify, complete, or fully realize the benefits of our proposed acquisitions, divestitures, development of new venues or the expansion of existing facilities on time, on budget, or as planned; difficulty in integrating recent or future acquisitions into our operations; cost overruns and other uncertainties associated with the development of new venues and the expansion of existing facilities; general risks related to real estate ownership and significant expenditures, including risks related to environmental liabilities; personal injury litigation related to injuries occurring at our racetracks; compliance with the Foreign Corrupt Practices Act or other similar laws and regulations, or applicable anti-money laundering regulations; payment-related risks, such as risk associated with fraudulent credit card or debit card use; work stoppages and labor problems; risks related to pending or future legal proceedings and other actions; highly regulated operations and changes in the regulatory environment could adversely affect our business; restrictions in our debt facilities limiting our flexibility to operate our business; failure to comply with the financial ratios and other covenants in our debt facilities and other indebtedness; increases to interest rates, disruption in the credit markets or changes to our credit ratings may adversely affect our business; increase in our insurance costs, or inability to obtain similar insurance coverage in the future, and any inability to recover under our insurance policies for damages sustained at our properties in the event of inclement weather and casualty events; whether the objective of a strategic alternative review process will be achieved; the terms, structure, benefits and costs of any strategic transaction; the timing of any strategic transaction and whether any strategic transaction will be consummated on the terms proposed or at all; the risk that the announcement or exploration of strategic alternatives could have an adverse effect on our ability to retain key personnel and maintain relationships with partners, suppliers, employees, shareholders and other business relationships; the risk of any unexpected costs or expenses resulting from the exploration of strategic alternatives; the risk of any litigation relating to the exploration of strategic alternatives or any strategic transaction; and other factors described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission.

We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
       
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in millions, except per common share data)   2026       2025       2026       2025  
Net revenue:              
Live and Historical Racing $ 308     $ 300     $ 1,148     $ 1,083  
Wagering Services and Solutions   116       118       392       383  
Gaming   272       265       799       794  
All Other   —       —       —       —  
Total net revenue   696       683       2,339       2,260  
Operating expense:              
Live and Historical Racing   216       205       683       651  
Wagering Services and Solutions   76       77       240       235  
Gaming   195       192       575       575  
All Other   2       5       12       13  
Selling, general and administrative expense   60       59       180       175  
Asset impairments, net   —       46       —       48  
Transaction expense, net   4       1       6       3  
Total operating expense   553       585       1,696       1,700  
Operating income   143       98       643       560  
Other (expense) income:              
Interest expense, net   (69 )     (75 )     (211 )     (222 )
Equity in income of unconsolidated affiliates   38       35       115       105  
Miscellaneous, net   (1 )     3       5       6  
Total other (expense) income   (32 )     (37 )     (91 )     (111 )
Income from operations before provision for income taxes   111       61       552       449  
Income tax provision   (31 )     (22 )     (147 )     (115 )
Net income   80       39       405       334  
Net income attributable to noncontrolling interests   —       1       1       2  
Net income attributable to
Churchill Downs Incorporated
$ 80     $ 38     $ 404     $ 332  
               
Net income attributable to Churchill Downs Incorporated per common share data:              
Basic net income $ 1.15     $ 0.54     $ 5.75     $ 4.59  
Diluted net income $ 1.15     $ 0.54     $ 5.73     $ 4.55  
Weighted average shares outstanding:              
Basic   70       70       70       72  
Diluted   70       71       70       73  

CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
       
(in millions) September 30,
2026
  December 31,
2025
ASSETS      
Current assets:      
Cash and cash equivalents $ 167     $ 201  
Restricted cash   92       88  
Accounts receivable, net   106       93  
Income taxes receivable   —       17  
Other current assets   53       44  
Total current assets   418       443  
Property and equipment, net   2,921       2,919  
Investment in and advances to unconsolidated affiliates   694       685  
Goodwill   900       900  
Other intangible assets, net   2,510       2,515  
Other assets   24       23  
Total assets $ 7,467     $ 7,485  
LIABILITIES AND SHAREHOLDERS’ EQUITY      
Current liabilities:      
Accounts payable $ 221     $ 184  
Accrued expenses and other current liabilities   403       400  
Income taxes payable   3       —  
Current deferred revenue   36       55  
Current maturities of long-term debt and notes payable   659       63  
Dividends payable   —       31  
Total current liabilities   1,322       733  
Long-term debt, net of current maturities and loan origination fees   1,578       1,986  
Notes payable, net of current maturities and debt issuance costs   2,485       3,081  
Non-current deferred revenue   12       15  
Deferred income taxes   582       520  
Other liabilities   85       94  
Total liabilities   6,064       6,429  
Commitments and contingencies      
Redeemable noncontrolling interest   24       46  
Shareholders’ equity:      
Preferred stock   —       —  
Common stock   —       —  
Retained earnings   1,380       1,011  
Accumulated other comprehensive loss   (1 )     (1 )
Total Churchill Downs Incorporated shareholders’ equity   1,379       1,010  
Total liabilities and shareholders’ equity $ 7,467     $ 7,485  

CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
   
  Nine Months Ended
September 30,
(in millions)   2026       2025  
Cash flows from operating activities:      
Net income $ 405     $ 334  
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization   176       174  
Distributions from unconsolidated affiliates   106       91  
Equity in income of unconsolidated affiliates   (115 )     (105 )
Stock-based compensation   19       18  
Deferred income taxes   62       58  
Asset impairments   —       88  
Gain on settlement of liability   —       (40 )
Amortization of operating lease assets   5       5  
Other   8       8  
Changes in operating assets and liabilities:      
Income taxes   20       42  
Deferred revenue   (22 )     (27 )
Other assets and liabilities   (4 )     28  
Net cash provided by operating activities   660       674  
Cash flows from investing activities:      
Capital maintenance expenditures   (57 )     (53 )
Capital project expenditures   (119 )     (172 )
Acquisition of gaming rights, net of cash acquired   —       (185 )
Other   (2 )     (11 )
Net cash used in investing activities   (178 )     (421 )
Cash flows from financing activities:      
Proceeds from borrowings under long-term debt obligations   1,266       948  
Repayments of borrowings under long-term debt obligations   (1,673 )     (754 )
Payment of dividends   (31 )     (30 )
Acquisition of noncontrolling interest   (31 )     —  
Repurchase of common stock   (44 )     (396 )
Taxes paid related to net share settlement of stock awards   (3 )     (4 )
Debt issuance costs   (7 )     —  
Change in bank overdraft   8       (2 )
Other   3       1  
Net cash used in financing activities   (512 )     (237 )
Net (decrease) increase in cash, cash equivalents and restricted cash   (30 )     16  
Cash, cash equivalents and restricted cash, beginning of period   289       252  
Cash, cash equivalents and restricted cash, end of period $ 259     $ 268  

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)
       
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in millions, except per common share data)   2026       2025       2026       2025  
GAAP net income attributable to CDI $ 80     $ 38     $ 404     $ 332  
               
Adjustments, continuing operations:              
Transaction, pre-opening, and other expense   6       7       15       20  
Other charges and recoveries, net   2       —       (3 )     (1 )
Asset impairments, net   —       46       —       48  
Income tax impact on net income adjustments(a)   (2 )     (14 )     (3 )     (17 )
Total adjustments   6       39       9       50  
Adjusted net income attributable to CDI $ 86     $ 77     $ 413     $ 382  
               
Adjusted diluted EPS $ 1.23     $ 1.09     $ 5.89     $ 5.26  
               
Weighted average shares outstanding – Diluted   70       71       70       73  
                               
(a) The income tax impact for each adjustment is derived by applying the effective tax rate, including current and deferred income tax expense, based upon the jurisdiction and the nature of the adjustment.

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in millions) 2026   2025   2026   2025
Total Wagering              
TwinSpires Horse Racing(a) $ 485   $ 472   $ 1,494   $ 1,465
                       
(a) TwinSpires Horse Racing wagering does not include wagering generated by Velocity and national affiliates.

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)
       
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in millions)   2026       2025       2026       2025  
Net revenue from external customers:              
Live and Historical Racing:              
Churchill Downs Racetrack $ 12     $ 11     $ 262     $ 243  
Louisville   54       54       168       163  
Northern Kentucky   29       26       94       84  
Southwestern Kentucky   48       42       141       126  
Western Kentucky   23       22       60       50  
Virginia   139       140       410       406  
New Hampshire   3       5       13       11  
Total Live and Historical Racing $ 308     $ 300     $ 1,148     $ 1,083  
               
Wagering Services and Solutions: $ 116     $ 118     $ 392     $ 383  
               
Gaming:              
Florida $ 21     $ 23     $ 69     $ 74  
Iowa   23       24       71       71  
Indiana   34       33       102       97  
Louisiana   27       26       92       103  
Maine   31       29       82       81  
Maryland   32       31       81       77  
Mississippi   23       22       71       71  
New York   51       48       148       139  
Pennsylvania   30       29       83       81  
Total Gaming $ 272     $ 265     $ 799     $ 794  
All Other   —       —       —       —  
Net revenue from external customers $ 696     $ 683     $ 2,339     $ 2,260  
               
Intercompany net revenues:              
Live and Historical Racing $ 7     $ 5     $ 43     $ 40  
Wagering Services and Solutions   10       9       30       28  
Gaming   1       1       6       5  
All Other   2       2       6       6  
Eliminations   (20 )     (17 )     (85 )     (79 )
Intercompany net revenue $ —     $ —     $ —     $ —  

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)
   
  Three Months Ended September 30, 2026
(in millions) Live and Historical Racing   Wagering Services and Solutions   Gaming   Total Segments   All Other   Total
Net revenue from external customers                      
Pari-mutuel:                      
Live and simulcast racing $ 16   $ 87   $ 5   $ 108   $ —   $ 108
Historical racing(a)   258     —     —     258     —     258
Racing event-related services   4     —     —     4     —     4
Gaming(a)   3     3     237     243     —     243
Other(a)   27     26     30     83     —     83
Total $ 308   $ 116   $ 272   $ 696   $ —   $ 696

  Three Months Ended September 30, 2025
(in millions) Live and Historical Racing   Wagering Services and Solutions   Gaming   Total Segments   All Other   Total
Net revenue from external customers                      
Pari-mutuel:                      
Live and simulcast racing $ 16   $ 87   $ 5   $ 108   $ —   $ 108
Historical racing(a)   252     —     —     252     —     252
Racing event-related services   4     —     —     4     —     4
Gaming(a)   5     4     230     239     —     239
Other(a)   23     27     30     80     —     80
Total $ 300   $ 118   $ 265   $ 683   $ —   $ 683
                                   
(a) Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers’ loyalty points are recorded at the estimated standalone selling prices in other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $16 million for the three months ended September 30, 2026 and $15 million for the three months ended September 30, 2025.

  Nine Months Ended September 30, 2026
(in millions) Live and Historical Racing   Wagering Services and Solutions   Gaming   Total Segments   All Other   Total
Net revenue from external customers                      
Pari-mutuel:                      
Live and simulcast racing $ 80   $ 301   $ 19   $ 400   $ —   $ 400
Historical racing(a)   780     —     —     780     —     780
Racing event-related services   197     —     1     198     —     198
Gaming(a)   10     13     687     710     —     710
Other(a)   81     78     92     251     —     251
Total $ 1,148   $ 392   $ 799   $ 2,339   $ —   $ 2,339

  Nine Months Ended September 30, 2025
(in millions) Live and Historical Racing   Wagering Services and Solutions   Gaming   Total Segments   All Other   Total
Net revenue from external customers                      
Pari-mutuel:                      
Live and simulcast racing $ 81   $ 292   $ 20   $ 393   $ —   $ 393
Historical racing(a)   741     —     14     755     —     755
Racing event-related services   178     —     1     179     —     179
Gaming(a)   11     12     669     692     —     692
Other(a)   72     79     90     241     —     241
Total $ 1,083   $ 383   $ 794   $ 2,260   $ —   $ 2,260
                                   
(a) Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers’ loyalty points are recorded at the estimated standalone selling prices in other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $48 million for the nine months ended September 30, 2026 and $45 million for the nine months ended September 30, 2025.

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)
 
Adjusted EBITDA by segment is comprised of the following:
  Three Months Ended September 30, 2026
(in millions) Live and Historical Racing   Wagering Services and Solutions   Gaming   Total Segments   All Other   Eliminations   Total
Revenue $ 315     $ 126     $ 273     $ 714     $ 2     $ (20 )   $ 696  
                           
Pari-mutuel taxes and purses   (87 )     (6 )     (6 )     (99 )     —       —       (99 )
Gaming taxes   (1 )     —       (84 )     (85 )     —       —       (85 )
Marketing and advertising   (12 )     —       (9 )     (21 )     —       —       (21 )
Salaries and benefits   (38 )     (9 )     (43 )     (90 )     —       —       (90 )
Content expense   (1 )     (47 )     (2 )     (50 )     —       7       (43 )
Selling, general and administrative expense   (11 )     (3 )     (11 )     (25 )     (22 )     —       (47 )
Maintenance, insurance and utilities   (13 )     (3 )     (10 )     (26 )     (2 )     3       (25 )
Gaming equipment rental and technology costs   (15 )     (1 )     (5 )     (21 )     —       10       (11 )
Food and beverage costs   (4 )     —       (4 )     (8 )     —       —       (8 )
Other operating expense(a)   (23 )     (9 )     (18 )     (50 )     (1 )     —       (51 )
Equity in income of unconsolidated affiliates   —       —       47       47       —       —       47  
Other income   1       —       —       1       —       —       1  
Adjusted EBITDA $ 111     $ 48     $ 128     $ 287     $ (23 )   $ —     $ 264  

  Three Months Ended September 30, 2025
(in millions) Live and Historical Racing   Wagering Services and Solutions   Gaming   Total Segments   All Other   Eliminations   Total
Revenue $ 305     $ 127     $ 266     $ 698     $ 2     $ (17 )   $ 683  
                           
Pari-mutuel taxes and purses   (80 )     (6 )     (7 )     (93 )     —       —       (93 )
Gaming taxes   (2 )     (1 )     (82 )     (85 )     —       —       (85 )
Marketing and advertising   (13 )     (1 )     (9 )     (23 )     —       —       (23 )
Salaries and benefits   (37 )     (9 )     (41 )     (87 )     —       —       (87 )
Content expense   (2 )     (49 )     (3 )     (54 )     —       7       (47 )
Selling, general and administrative expense   (11 )     (3 )     (10 )     (24 )     (22 )     1       (45 )
Maintenance, insurance and utilities   (11 )     (1 )     (11 )     (23 )     (3 )     2       (24 )
Gaming equipment rental and technology costs   (13 )     —       (4 )     (17 )     —       7       (10 )
Food and beverage costs   (3 )     —       (4 )     (7 )     —       —       (7 )
Other operating expense(a)   (21 )     (11 )     (16 )     (48 )     —       —       (48 )
Equity in income of unconsolidated affiliates   —       —       44       44       —       —       44  
Other income   4       —       —       4       —       —       4  
Adjusted EBITDA $ 116     $ 46     $ 123     $ 285     $ (23 )   $ —     $ 262  
                                                       
(a) Other operating expense primarily includes supplies, regulatory licenses and fees, property taxes, and third-party service fees and costs.

  Nine Months Ended September 30, 2026
(in millions) Live and Historical Racing   Wagering Services and Solutions   Gaming   Total Segments   All Other   Eliminations   Total
Revenue $ 1,191     $ 422     $ 805     $ 2,418     $ 6     $ (85 )   $ 2,339  
                           
Pari-mutuel taxes and purses   (282 )     (18 )     (24 )     (324 )     —       —       (324 )
Gaming taxes   (5 )     (1 )     (240 )     (246 )     —       —       (246 )
Marketing and advertising   (40 )     (8 )     (25 )     (73 )     —       —       (73 )
Salaries and benefits   (112 )     (26 )     (127 )     (265 )     —       —       (265 )
Content expense   (3 )     (168 )     (5 )     (176 )     —       51       (125 )
Selling, general and administrative expense   (36 )     (11 )     (35 )     (82 )     (68 )     —       (150 )
Maintenance, insurance and utilities   (38 )     (8 )     (29 )     (75 )     (9 )     7       (77 )
Gaming equipment rental and technology costs   (42 )     (4 )     (14 )     (60 )     —       27       (33 )
Food and beverage costs   (12 )     —       (13 )     (25 )     —       —       (25 )
Other operating expense(a)   (80 )     (33 )     (53 )     (166 )     (2 )     —       (168 )
Equity in income of unconsolidated affiliates   —       —       143       143       —       —       143  
Other income   1       —       1       2       —       —       2  
Adjusted EBITDA $ 542     $ 145     $ 384     $ 1,071     $ (73 )   $ —     $ 998  

  Nine Months Ended September 30, 2025
(in millions) Live and Historical Racing   Wagering Services and Solutions   Gaming   Total Segments   All Other   Eliminations   Total
Revenue $ 1,123     $ 411     $ 799     $ 2,333     $ 6     $ (79 )   $ 2,260  
                           
Pari-mutuel taxes and purses   (268 )     (18 )     (29 )     (315 )     —       —       (315 )
Gaming taxes   (5 )     (2 )     (234 )     (241 )     —       —       (241 )
Marketing and advertising   (43 )     (8 )     (26 )     (77 )     —       —       (77 )
Salaries and benefits   (107 )     (26 )     (128 )     (261 )     —       —       (261 )
Content expense   (5 )     (169 )     (7 )     (181 )     —       49       (132 )
Selling, general and administrative expense   (32 )     (13 )     (32 )     (77 )     (65 )     1       (141 )
Maintenance, insurance and utilities   (33 )     (3 )     (30 )     (66 )     (7 )     6       (67 )
Gaming equipment rental and technology costs   (37 )     (2 )     (13 )     (52 )     —       23       (29 )
Food and beverage costs   (11 )     —       (12 )     (23 )     —       —       (23 )
Other operating expense(a)   (71 )     (35 )     (49 )     (155 )     —       —       (155 )
Equity in income of unconsolidated affiliates   —       —       134       134       —       —       134  
Other income   4       —       1       5       —       —       5  
Adjusted EBITDA $ 515     $ 135     $ 374     $ 1,024     $ (66 )   $ —     $ 958  
                           
(a) Other operating expense primarily includes supplies, regulatory licenses and fees, property taxes, and third-party service fees and costs.

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)
       
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in millions)   2026       2025       2026       2025  
Reconciliation of Net Income to Adjusted EBITDA:              
Net income attributable to Churchill Downs Incorporated $ 80     $ 38     $ 404     $ 332  
Net income attributable to noncontrolling interests   —       1       1       2  
Net income   80       39       405       334  
               
Adjustments:              
Depreciation and amortization   61       57       176       174  
Interest expense   69       75       211       222  
Income tax provision   31       22       147       115  
Stock-based compensation expense   6       7       19       18  
Pre-opening expense   2       3       7       9  
Other expenses, net   —       3       2       7  
Asset impairments, net   —       46       —       48  
Transaction expense, net   4       1       6       3  
Other income, expense:              
Interest, depreciation and amortization expense related to equity investments   9       9       28       29  
Other charges and recoveries, net   2       —       (3 )     (1 )
Total adjustments   184       223       593       624  
Adjusted EBITDA $ 264     $ 262     $ 998     $ 958  
               
Adjusted EBITDA by segment:              
Live and Historical Racing $ 111     $ 116     $ 542     $ 515  
Wagering Services and Solutions   48       46       145       135  
Gaming   128       123       384       374  
Total segment Adjusted EBITDA   287       285       1,071       1,024  
All Other   (23 )     (23 )     (73 )     (66 )
Total Adjusted EBITDA $ 264     $ 262     $ 998     $ 958  

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL JOINT VENTURE FINANCIAL STATEMENTS
(Unaudited)
 
Summarized financial information for our equity investments is comprised of the following:
  Summarized Income Statement
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in millions)   2026       2025       2026       2025  
Net revenue $ 224     $ 211     $ 668     $ 632  
               
Operating and SG&A expense   141       133       420       398  
Depreciation and amortization   6       6       18       18  
Operating income   77       72       230       216  
Interest and other expense, net   (10 )     (10 )     (29 )     (31 )
Net income $ 67     $ 62     $ 201     $ 185  
               

  Summarized Balance Sheet
(in millions) September 30,
2026
  December 31,
2025
Assets      
Current assets $ 107     $ 109  
Property and equipment, net   305       315  
Other assets, net   265       265  
Total assets $ 677     $ 689  
       
Liabilities and Members’ Deficit      
Current liabilities $ 107     $ 89  
Long-term debt   760       803  
Members’ deficit   (190 )     (203 )
Total liabilities and members’ deficit $ 677     $ 689  

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)
 
2026 capital projects for the Company are as follows:
(in millions) Project Target
Completion
2026
Planned Spend
       
Live and Historical Racing Segment    
Churchill Downs Racetrack Victory Run April 2028 $40-45
New Hampshire Rockingham Grand Casino (HRM Venue) Mid-2027 $45-50
All Other & Completed Projects    
All Other Projects   TBD $15-20
Completed Projects   Completed $60-65
    Total: $160-180

Contact: Sam Ullrich
(502) 638-3906
Sam.Ullrich@kyderby.com

–1L ESCC confirmed ORR of 75% irrespective of PD-L1 status, confirmed ORR of 100% for PD-L1- positive, in evaluable patients-

-2L ESCC durable clinical benefit observed with a clear dose-response irrespective of PD-L1 status and in PD-1 refractory patients-

– Anti-tumor activity demonstrated across five indications and over 120 patients, including HPV-positive head and neck and GI tumors-

– Acceptable and manageable safety profile, with no new safety signals to date supports continued development-

– Company to host a webcast today at 4:30 pm EDT-

REDWOOD CITY, Calif., Oct. 28, 2026 (GLOBE NEWSWIRE) — Coherus Oncology, Inc. (Nasdaq: CHRS) today announced interim clinical data from the TREGCHECK™ development program evaluating tagmokitug, its investigational cytolytic CCR8 antibody, in combination with toripalimab, with or without chemotherapy. Tagmokitug-based treatment demonstrated encouraging anti-tumor activity across multiple solid tumors, including responses and durable disease stabilization in pretreated and immunotherapy-resistant patients. In evaluable front-line esophageal squamous cell carcinoma (ESCC) patients, tagmokitug in combination with toripalimab and chemotherapy demonstrated a confirmed overall response rate (cORR) of 75% irrespective of PD-L1 status, and a cORR of 100% in PD-L1 positive patients as of October 14, 2026. Subsequent to the data cutoff date, two additional partial responses were confirmed, increasing the cORR to 89% of the evaluable patient dataset.

Activity and duration of response in second-line ESCC patients, as well as an acceptable and manageable safety profile, support the selected dose and expansion of enrollment in both ESCC cohorts.

“The totality of these interim data provides clinical proof of concept for tagmokitug, strengthens our confidence in the selected go-forward dose, and integrated development strategy. We are particularly encouraged by the compelling clinical activity and manageable tolerability observed in ESCC, a disease where significant unmet medical need remains. We look forward to the continued maturation and expansion of these data across both first and second-line ESCC, as we advance the development of tagmokitug for patients with difficult-to-treat cancers,” said Rosh Dias, M.D., Chief Medical Officer, Coherus Oncology.

“These clinical data represent the potential for a meaningful advancement in ESCC, where there is a significant underserved patient population,” said Dan Feng, M.D., Ph.D., Assistant Professor of Medicine, Hematology and Medical Oncology, at the Icahn School of Medicine at Mount Sinai. “Esophageal cancer is a devastating disease, with limited treatment options. I am particularly impressed with the front-line response rate observed with the tagmokitug combination with a PD-1 inhibitor and chemotherapy. I am encouraged by the manageable and acceptable safety profile observed with tagmokitug in combination with toripalimab with and without chemotherapy.”

“This encouraging clinical evidence supports our strategy of targeting CCR8-positive regulatory T cells to overcome immune resistance in cancer, and underscores Coherus Oncology’s scientific leadership in the emerging field of CCR8 Treg depletion,” said Denny Lanfear, Chief Executive Officer of Coherus Oncology. “Importantly, the strength of the emerging ESCC data provides a clear and efficient path for advancing the development of tagmokitug in esophageal cancer across both indications. Toripalimab is already established as a first-line treatment for ESCC in ex-US major markets, including Europe and China. Given the significant burden of this disease globally, particularly in Asia, we believe these results further strengthen the strategic and global development opportunity for tagmokitug.”

Key Interim Findings
The totality of the interim clinical activity, dose-response findings and safety observations support continued development of tagmokitug and expansion of the first-line and second-line ESCC cohorts.

First-Line ESCC: Phase 1b TREGCHECK 102 Cohort C

Study design. Patients with previously untreated advanced or metastatic ESCC received tagmokitug 700 mg plus toripalimab, 5-fluorouracil and cisplatin. The primary endpoint is safety; secondary endpoints include ORR, duration of response, clinical benefit rate and progression-free survival. As of October 14, 2026, 10 patients were safety evaluable and 8 were efficacy evaluable, and enrollment is ongoing. Of the evaluable patient data set:

Efficacy Measure Interim Result Key Considerations
cORR all comers 75% (6/8) No PD-1 inhibitors approved in PD-L1-negative
ESCC in the US
Post-data-cutoff cORR 89% (8/9) Includes confirmation of a prior unconfirmed
partial response (uPR) and one newly evaluable
patient with a confirmed partial response (cPR)
Confirmed ORR in PD-L1
positive ESCC
100% US SoC Benchmark (PD-1 + chemo) cORR is
44%-59% for PD-L1 positive ESCC
Confirmed complete response 1 patient Confirmed at the data cutoff
 

Figure 1

Figure 1. First-line ESCC waterfall plot from TREGCHECK 102 Cohort C. Data as of October 14, 2026

Second-Line ESCC: Phase 1b TREGCHECK 102 Cohort B

Study design. Patients with recurrent or metastatic ESCC who failed first-line systemic chemotherapy with or without a PD-1 inhibitor were randomized 1:1 to tagmokitug 300 mg or 700 mg plus toripalimab. As of October 14, 2026, 17 patients were safety evaluable and 8 (2 in 300 mg and 6 in 700 mg) were efficacy evaluable and enrollment is ongoing. Of the evaluable patient data set:

Efficacy Measure Interim Result Key Considerations
Clinical Benefit Rate (CBR) in
700 mg tagmokitug dose arm
33.3% (2/6) Consistent with immuno-oncology-driven durable
stable disease (SD)
cORR in 700mg tagmokitug
dose arm
16.7% (1/6) Confirmation of 1 PR and 1 uPR
Median Progression-Free
Survival (mPFS) in 700mg
tagmokitug dose arm
5.5 months US SoC Benchmark (chemo) mPFS is ~3.4 months
 

Figure 2

Figure 2. Second-line ESCC swimmer plot by randomized tagmokitug dose. Data as of October 14, 2026

Interim Results in Other Indications

Cohort Population Interim findings
2L HNSCC
Two tagmokitug doses
(700 mg and 300 mg)
plus toripalimab
43 treated; 23 HPV-positive efficacy evaluable In HPV-positive disease across doses, 13.0% cORR (3/23)
and 26.1% CBR (6/23);
Additional potential enrichment strategy based on Tumor
Immune Regulatory Index (TIRI), a tumor-derived CCR8-
containing biomarker score, under evaluation; HPV+
– TIRI+ patients demonstrated a 45% CBR (6/11).
2L Upper GI:
GC/GEJ/EAC

Two tagmokitug doses
(700 mg and 300 mg) plus toripalimab
40 treated; 33 efficacy evaluable At 700 mg, 4 confirmed PRs among 17 evaluable patient
data set (23.5% cORR), including 2 PRs in EAC with follow-
up continuing;
Clear dose-response;
Demonstrated PD-1 resistance rescue at 700 mg and
tumor shrinkage in PD-1-refractory and naive patients;
Durable clinical benefit with a chemo-free regimen.
4L+ NLM MSS CRC
700 mg tagmokitug
dose plus toripalimab
20 treated; 17 efficacy evaluable 5.9% cORR and 11.8% CBR, with antitumor activity and
molecular response (ctDNA) observed in a highly
refractory, IO-nonresponsive population with follow-up
continuing.
 

Safety and Tolerability
Tagmokitug demonstrated a manageable safety profile across the TREGCHECK™ clinical program. In 33 patients with monotherapy, no dose-limiting toxicities were observed through the 1200 mg every-three-week dose level, and no Grade 5 treatment-related adverse events were reported.

In more than 120 patients treated with tagmokitug in combination with toripalimab, no new safety signals beyond those associated with PD-1/immune checkpoint inhibitor therapy were identified. Most adverse events were Grade 1 or 2 and resolved, and safety was comparable across tagmokitug dose levels. Among 120 patients treated with tagmokitug plus toripalimab, the overall rate of immune-related adverse events (irAEs) was 40% (for all grades), with 20% experiencing Grade 3-5 irAEs. The most commonly reported TRAEs were infusion-related reactions (25.0%), fatigue (19.2%) and rash (15.8%). No Grade 5 treatment-related adverse events were reported.

In the first-line ESCC cohort, 10 patients treated with tagmokitug in combination with toripalimab and chemotherapy demonstrated a manageable safety profile, with no new safety signals or Grade 5 treatment-emergent adverse events observed. Most adverse events were attributed to chemotherapy and the treatment discontinuation rate is similar to the approved regimens for PD-1 inhibitors with chemotherapy.

Tagmokitug is an investigational product candidate and has not been approved by the U.S. Food and Drug Administration or any other regulatory authority. Its safety and efficacy have not been established.

Toripalimab is an investigational product candidate in these indications in the United States.

Clinical Development and Next Steps
Based on the interim findings, Coherus plans to expand enrollment in first-line and second-line ESCC and continue to evaluate the durability of response, progression-free survival and biomarker findings across indications as the data mature.

Coherus is also advancing tagmokitug in combinations beyond PD-1 inhibition, including a planned study evaluating the safety of tagmokitug with a T-cell engager in mCRPC.

Webcast Information
When: Wednesday, October 28, 2026, from 4:30 p.m. to 6:00 p.m. Eastern Daylight Time.
To access the webcast, please pre-register through the following link to receive dial-in information and a personal PIN to access the live call: https://register-conf.media-server.com/register/BI40122fadb7e849969b28a667a784d035.

Webcast: https://edge.media-server.com/mmc/p/wygfpdac.

A live and archived webcast will be available on the “Investors” section of the Coherus website and accompanying materials will be available after the webcast at https://investors.coherus.com/events-presentations.
Please log in approximately 15 minutes before the start of the webcast to ensure a timely connection.

Disclosure Information
Coherus uses the https://investors.coherus.com website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. 

About Tagmokitug
Tagmokitug is an investigational monoclonal antibody that selectively targets CCR8, a receptor highly enriched on regulatory T cells within the tumor microenvironment. Tagmokitug is currently being evaluated in Phase 1b/2a clinical trials (TREGCHECK™ 101: NCT05635643; TREGCHECK™ 102: NCT06657144) in patients with solid tumors in combination with the PD-1 inhibitor toripalimab and chemotherapy. It is part of Coherus Oncology’s next-generation immunotherapy pipeline being evaluated across multiple solid tumor settings.

About Coherus Oncology

Coherus Oncology is a fully integrated commercial-stage innovative oncology company with an approved next-generation programmed death receptor-1 (“PD-1”) inhibitor, LOQTORZI® (toripalimab-tpzi), and a pipeline that includes two mid-stage clinical candidates targeting liver, prostate, head and neck, colorectal and other cancers. The Company’s strategy is to grow sales of LOQTORZI in R/M Nasopharyngeal Carcinoma and advance the development of its two pipeline candidates in combination with LOQTORZI and through strategic partnerships.

Coherus’ innovative oncology pipeline includes multiple antibody immunotherapy candidates focused on enhancing the innate and adaptive immune responses to enable a robust antitumor response and improve outcomes for patients with cancer. Tagmokitug is a highly selective cytolytic anti-CCR8 antibody currently in Phase 1b/2a studies in patients with advanced solid tumors; including head and neck squamous cell carcinoma, colorectal cancer, gastric, gastroesophageal junction, esophageal adenocarcinoma and esophageal squamous cell carcinoma. Casdozokitug is a novel IL-27 antagonistic antibody currently being evaluated in a Phase 2 study in patients with first-line hepatocellular carcinoma.

LOQTORZI® is a registered trademark of Coherus Oncology, Inc.
©2026 Coherus Oncology, Inc. All rights reserved.

Forward-Looking Statements

Except for the historical information contained herein, the matters set forth in this presentation and any accompanying commentary from the management of Coherus Oncology, Inc. (“Coherus”) are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this presentation may be identified by the use of words such as “anticipate,” “may,” “will,” “should,” “expect,” “could,” “intend,” “project,” “target,” “estimate,” “predict,” or “potential” or the negative of these terms or other similar expressions. These statements include, but are not limited to statements about the development plan for tagmokitug; ability of any of Coherus’s pipeline product candidates to be first-to-market, first-to-data or first in-class or best in class; the initiation, timing and progress of preclinical and clinical studies; future data readouts or catalysts based on the clinical trials of Coherus; market size, market value, addressable market or opportunity and the number of patients or incidence for particular indications; standard of care expectations; future collaborations; the degree of unmet need for particular indications; and the assumptions underlying or relating to such statements.

Such forward-looking statements involve substantial risks and uncertainties that could cause Coherus’s actual results, performance or achievements to differ significantly from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among other things, the risks and uncertainties inherent with clinical research and commercialization; the risks and uncertainties of the clinical development and regulatory approval process; risks related to Coherus’s ability to increase sales of LOQTORZI or expand LOQTORZI into other indications; the risk that Coherus is unable to complete commercial transactions in a timely manner or at all; risks and uncertainties in executing collaboration agreements and other joint ventures, including particular risks of working with international partners; the risk of Coherus’s dependence on an ability to raise funds, which may not be available on acceptable terms or at all; the risks and uncertainties of the degree of market acceptance for Coherus’s product and product candidates by physicians, healthcare providers and patients; and the risks and uncertainties of litigation. For a further discussion of these and other factors that could cause Coherus’s future results to differ materially from any forward-looking statements see the section entitled “Risk Factors” in Coherus’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the Securities and Exchange Commission (“SEC”) on August 5, 2026, as updated by Coherus’s subsequent reports filed with the SEC. Any forward-looking statements speak only as of the date of this presentation and are made based on the current plans, estimates, good faith beliefs and judgments of Coherus management, and the reader is cautioned not to rely on any forward-looking statements made by Coherus. Unless required by law, Coherus is not under any duty and undertakes no obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Coherus’s past performance should not be considered to be a guarantee of future results.

Coherus Oncology Contact Information:

For Investors:
Carrie Graham
Vice President, Investor Relations & Advocacy
IR@coherus.com

Photos accompanying this announcement are available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/a74251b2-e772-4b97-a5d7-f8d8299ee475
https://www.globenewswire.com/NewsRoom/AttachmentNg/643f09d5-29ea-44c3-b9ce-c78196e9209d

LATHAM, N.Y., Oct. 28, 2026 (GLOBE NEWSWIRE) — Latham Group, Inc. (NASDAQ:SWIM), the largest designer, manufacturer, and marketer of in-ground residential swimming pools in North America, Australia, and New Zealand, today announced that management will attend the following investor conferences:

  • On November 10, 2026, Oliver Gloe, Chief Financial Officer, and Joshua Rickaby, Fiberglass Sales – Sand States, will participate in the 2026 Baird Global Industrials Conference. Management will participate in a fireside chat at 8:30am CT and host investor meetings throughout the day. This event will take place at The Ritz-Carlton, Chicago in Chicago, IL.
  • On December 4, 2026, Oliver Gloe, Chief Financial Officer, will participate in the Wolfe Research December Small Group Conference. This will be a virtual event.

About Latham Group, Inc.
Latham Group, Inc., headquartered in Latham, NY, is the largest designer, manufacturer, and marketer of in-ground residential swimming pools in North America, Australia, and New Zealand. Latham has a coast-to-coast operations platform consisting of approximately 1,900 employees on average across around 40 locations.

Contact:
Lynn Morgen
Casey Kotary
ADVISIRY Partners
lathamir@advisiry.com
212-750-5800

NEW YORK, Oct. 28, 2026 (GLOBE NEWSWIRE) — Adamas Trust, Inc. (Nasdaq: ADAM) (“Adamas,” the “Company,” “we,” “our” or “us”) today reported results for the three and nine months ended September 30, 2026.

Financial Highlights for Third Quarter 2026:

  • GAAP basic loss per share of $1.89;
  • Earnings available for distribution (or “EAD”) (1) per common share of $0.30, up 25% year-over-year, reflecting continued portfolio expansion;
  • Quarterly economic return (2) of (19.00)%; Quarterly economic return on adjusted book value (1)(2) of (16.92)%;
  • Book value per share of $7.93, down 21.9% quarter-over-quarter;
  • Adjusted book value (1) per share of $8.88, down 19.6% quarter-over-quarter;
  • Total net interest income of $48.8 million, down 2.8% quarter-over-quarter; Total adjusted net interest income (1) of $51.5 million, up 2.4% quarter-over-quarter;
  • Declared third quarter common stock dividend of $0.30 per share, representing a 15.4% annualized yield (3);
  • Cumulative stockholder return (4) of (14.2)% for the quarter and 26.6% over the last twelve months; and
  • Company Economic Recourse Leverage Ratio (1) of 4.8x; Portfolio Economic Recourse Leverage Ratio (1) of 4.4x.

Management Update To Our Stockholders

Jason Serrano, Chief Executive Officer, commented: “The third quarter presented a challenging market environment, with the rise in interest rates and volatility resulting in a decline in adjusted book value primarily driven by lower valuations for our Agency mortgage securities. As market volatility intensified in the quarter, we proactively managed spread and convexity risks in our Agency securities portfolio through short TBA positions, lowering net Agency exposure. Since quarter-end, we have significantly reduced these TBA short positions reflecting our view of receding Agency spread tail risks.

Our underlying business fundamentals remain strong, supported by solid credit performance, substantial liquidity, and earnings available for distribution that fully covered our recently increased dividend. Importantly, the repricing of mortgage assets has created some of the most attractive investment opportunities we have seen in several quarters. We entered the fourth quarter with financial flexibility and continued focus on disciplined portfolio management to provide long-term shareholder value.”

_____________________________

(1) Represents a non-GAAP financial measure. A reconciliation of the Company’s non-GAAP financial measures to their most directly comparable GAAP measure is included below in “Non-GAAP Financial Measures.”
(2) Economic return on book value and economic return on adjusted book value are based on the periodic change in GAAP book value and adjusted book value, respectively, per common share plus dividends declared per common share, if any, during the period.
(3) Annualized yield is calculated using the current quarter dividend declared on common stock (annualized) and the closing share price of the Company’s common stock on September 30, 2026.
(4) Cumulative stockholder return includes common stock price appreciation and common stock dividend reinvestment. Dividends assumed to be reinvested at the closing price on the ex-dividend date.

Business Highlights:

Investing & Origination Activity

  • Acquired $1.6 billion of new single-family residential investments during the quarter, including $1.2 billion of Agency investments and $390.1 million of business purpose loans (5)
  • BPL-Rental portfolio grew to $2.6 billion in UPB, supported by strong credit fundamentals, including average FICO of 751, average LTV of 70% and average DSCR of 1.35x
  • Constructive originated $405.8 million of business purpose loans in the quarter, surpassing $7.4 billion in cumulative originations since inception in 2017 (6)

Financing & Capital

  • Issued $340.6 million BPL-Rental securitization with a 5.73% effective cost (7) and net financing spread of 136 bps (8)
  • Issued $115.0 million re-securitization of non-Agency RMBS with a 6.88% effective cost (7) and net financing spread of 250 bps (8)
  • Issued $90.0 million of 9.600% Senior Notes due 2031 resulting in net proceeds of approximately $86.6 million
  • Redeemed a non-Agency RMBS re-securitization with an outstanding principal balance at the time of redemption of approximately $57.6 million
  • Increased warehouse capacity to $3.8 billion, up $150.0 million in the quarter

Stockholder Value

  • Raised common stock dividend to $0.30, an increase of 11.1% quarter-over-quarter
  • $1.6 billion in cumulative common stock dividends declared since June 2004
  • Raised net proceeds of $4.3 million under the common stock at-the-market program at an average price of $10.18 per share, accretive to book value per share

Subsequent Events

  • Issued $313.1 million BPL-Rental securitization with a 6.40% effective cost (7) and net financing spread of 159 bps (8)
  • TBA short positions that were added in the latter half of third quarter to mitigate rate and spread exposure during September’s volatility were reduced by 76%, with the remaining position expected to be managed based upon market conditions

_____________________________

(5) Acquired business purpose loans include $169.9 million of loans originated by Constructive and transferred at fair value to the Company’s investment portfolio.
(6) Origination amounts represent total loan commitments.
(7) Effective cost represents the weighted average yield at issuance of all tranches sold in the securitization, weighted by the issuance proceeds of each tranche, and reflecting the modeling assumptions set forth in the related offering documents.
(8) Net financing spread represents the weighted average spread across all issued tranches, where each tranche’s spread is measured over the U.S. Treasury curve at the point interpolated from its weighted average life.

Capital Allocation

The following table sets forth our allocated capital at September 30, 2026 (dollar amounts in thousands):

  Investment Portfolio (1)   Constructive   Corporate/Other   Total
Investment securities available for sale $ 7,343,161     $ —     $ —     $ 7,343,161  
TBAs, net (2)   (1,843,625 )     —       —       (1,843,625 )
Residential loans   4,731,705       57,234       —       4,788,939  
Consolidated SLST CDOs   (915,698 )     —       —       (915,698 )
Residential loans held for sale   —       150,969       —       150,969  
Multi-family loans   36,868       —       —       36,868  
Equity investments   17,926       —       —       17,926  
Equity investments in consolidated multi-family properties (3)   107,003       —       —       107,003  
Single-family rental properties   101,347       —       —       101,347  
Mortgage servicing rights   18,970       —       —       18,970  
Total investments   9,597,657       208,203       —       9,805,860  
Liabilities:              
Repurchase agreements and warehouse facilities   (7,272,601 )     (187,518 )     —       (7,460,119 )
Net TBA cost basis (2)   1,839,293       —       —       1,839,293  
Collateralized debt obligations              
Residential loan securitization CDOs   (2,767,534 )     —       —       (2,767,534 )
Non-Agency RMBS re-securitization   (108,719 )     —       —       (108,719 )
Senior unsecured notes   —       —       (434,607 )     (434,607 )
Subordinated debentures   —       —       (45,000 )     (45,000 )
Cash, cash equivalents and restricted cash (4)   109,915       17,138       260,163       387,216  
Goodwill   —       22,396       —       22,396  
Cumulative adjustment of redeemable non-controlling interest to estimated redemption value   (32,448 )     —       —       (32,448 )
Other   145,134       10,706       (86,027 )     69,813  
Net Company capital allocated $ 1,510,697     $ 70,925     $ (305,471 )   $ 1,276,151  
               
Company Economic Recourse Leverage Ratio (5)             4.8x
Portfolio Economic Recourse Leverage Ratio (5)             4.4x

(1)   The Company, through its ownership of certain securities, has determined it is the primary beneficiary of Consolidated SLST and has consolidated the assets and liabilities of Consolidated SLST in the Company’s condensed consolidated financial statements. Consolidated SLST is primarily presented on our condensed consolidated balance sheets as residential loans, at fair value and collateralized debt obligations, at fair value. Our investment in Consolidated SLST as of September 30, 2026 was limited to the RMBS comprised of first loss subordinated securities and certain IOs issued by the respective securitizations with an aggregate net carrying value of $122.1 million.
(2)   Relates to the Company’s net TBA short position. The implied net fair value of the Agency RMBS underlying the TBA contracts is included in total investments as TBAs, net, and the cost basis of the outstanding net TBA positions is included in liabilities as Net TBA cost basis. The difference between these two amounts, a net liability of $4.3 million, represents the net carrying value of the TBA contracts. TBAs are accounted for as derivative instruments and are reported on the Company’s condensed consolidated balance sheets as $9.7 million in other assets and $14.0 million in other liabilities.
(3)   Represents the Company’s equity investments in consolidated multi-family properties. See “Reconciliation of Financial Information” section below for a reconciliation of equity investments in consolidated multi-family properties to the Company’s condensed consolidated financial statements.
(4)   Excludes cash in the amount of $3.7 million held in the Company’s equity investments in consolidated multi-family properties. Restricted cash of $128.6 million is included in the Company’s accompanying condensed consolidated balance sheets in other assets.
(5)   Represents a non-GAAP financial measure. See “Reconciliation of Financial Information” section below for a reconciliation of Company Economic Recourse Leverage Ratio and Portfolio Economic Recourse Leverage Ratio to the Company’s condensed consolidated financial statements.
     

Net Interest Spread

The following table sets forth certain information about our interest earning assets by category and their related adjusted interest income, adjusted interest expense, adjusted net interest income (loss), yield on average interest earning assets, average financing cost and net interest spread for the three months ended September 30, 2026 (dollar amounts in thousands):

Three Months Ended September 30, 2026

  Agency   Single-Family Credit   Multi-Family Credit   Corporate/Other   Total
Adjusted Interest Income (1) (2) $ 107,155     $ 69,115     $ 1,175     $ 5,382     $ 182,827  
Adjusted Interest Expense (1)   (67,850 )     (47,811 )     —       (15,673 )     (131,334 )
Adjusted Net Interest Income (Loss) (1) $ 39,305     $ 21,304     $ 1,175     $ (10,291 )   $ 51,493  
                   
Average Interest Earning Assets (3) $ 7,657,893     $ 4,127,721     $ 40,783     $ 470,270     $ 12,296,667  
Average Interest Bearing Liabilities (4) $ 6,868,897     $ 3,682,207     $ —     $ 900,005     $ 11,451,109  
                   
Yield on Average Interest Earning Assets (1) (5)   5.60 %     6.70 %     11.52 %     4.58 %     5.95 %
Average Financing Cost (1) (6) (3.92)%   (5.15)%     —     (6.91)%   (4.55)%
Net Interest Spread (1) (7)   1.68 %     1.55 %     11.52 %   (2.33)%     1.40 %

(1)   Represents a non-GAAP financial measure. A reconciliation of the Company’s non-GAAP financial measures to their most directly comparable GAAP measure is included below in “Reconciliation of Financial Information.”
(2)   Includes interest income earned on cash accounts held by the Company.
(3)   Average Interest Earning Assets for the period include residential loans, residential loans held for sale, multi-family loans, investment securities and cost basis of outstanding TBA dollar roll transactions, to the extent applicable, and exclude all Consolidated SLST assets other than those securities owned by the Company. Average Interest Earning Assets is calculated based on the daily average amortized cost for the period.
(4)   Average Interest Bearing Liabilities for the period include repurchase agreements and warehouse facilities, residential loan securitization and non-Agency RMBS re-securitization CDOs, senior unsecured notes, subordinated debentures and cost basis of outstanding TBA dollar roll transactions, to the extent applicable, and exclude Consolidated SLST CDOs and mortgages payable on real estate as the Company does not directly incur interest expense on these liabilities that are consolidated for GAAP purposes. Average Interest Bearing Liabilities is calculated based on the daily average outstanding balance for the period.
(5)   Yield on Average Interest Earning Assets is calculated by dividing our annualized adjusted interest income relating to our portfolio of interest earning assets by our Average Interest Earning Assets for the period.
(6)   Average Financing Cost is calculated by dividing our annualized adjusted interest expense by our Average Interest Bearing Liabilities.
(7)   Net Interest Spread is the difference between our Yield on Average Interest Earning Assets and our Average Financing Cost.
     

Segment Information

The following table presents summarized financial information by our two reportable segments, investment portfolio and Constructive, for the three and nine months ended September 30, 2026, respectively, which, with the inclusion of unallocated amounts, in total reconciles to the same data for the Company on a consolidated basis (dollar amounts in thousands). Unallocated amounts primarily consist of general and administrative expenses not directly attributable to the investment portfolio or Constructive, interest expense on senior unsecured notes and subordinated debentures and financing transaction costs unrelated to securitizations.

  For the Three Months Ended September 30, 2026   For the Nine Months Ended September 30, 2026
  Investment Portfolio   Constructive (1)   Total Reportable Segments   Investment Portfolio   Constructive (1)   Total Reportable Segments
Total net interest income $ 58,515     $ 469     $ 58,984     $ 174,556     $ 1,447     $ 176,003  
Total net loss from real estate   (2,761 )     —       (2,761 )     (7,651 )     —       (7,651 )
Total other (loss) income   (183,467 )     12,305       (171,162 )     (133,357 )     43,698       (89,659 )
Total general, administrative and operating expenses   14,324       14,670       28,994       43,562       47,043       90,605  
Loss from operations before income taxes $ (142,037 )   $ (1,896 )   $ (143,933 )   $ (10,014 )   $ (1,898 )   $ (11,912 )
Total unallocated amounts           (18,219 )             (10,450 )
Consolidated loss from operations before income taxes         $ (162,152 )           $ (22,362 )

(1)   Includes direct income (loss) from Constructive and certain allocated general and administrative expenses and other income (loss). The following table presents a reconciliation of direct (loss) income from Constructive for the periods presented to the reportable segment amounts:
     

  For the Three Months Ended
September 30, 2026
  For the Nine Months Ended
September 30, 2026
Interest income $ 2,655     $ 9,208  
Interest expense   (2,186 )     (7,761 )
Mortgage banking activities, net   10,856       42,394  
General and administrative expenses   (8,783 )     (27,889 )
Loan origination costs   (4,198 )     (13,070 )
Direct (loss) income from operations before income tax from Constructive   (1,656 )     2,882  
Allocated expenses and other income (loss)   (240 )     (4,780 )
Total Constructive segment loss from operations before income tax $ (1,896 )   $ (1,898 )
               

Conference Call

On Thursday, October 29, 2026 at 9:00 a.m., Eastern Time, Adamas Trust’s executive management is scheduled to host a conference call and audio webcast to discuss the Company’s financial results for the three and nine months ended September 30, 2026. To access the conference call, please pre-register using this link. Registrants will receive confirmation with dial-in details. A live audio webcast of the conference call can be accessed, on a listen-only basis, at the Investor Relations section of the Company’s website at www.adamasreit.com or using this link. Please allow extra time, prior to the call, to visit the site and download the necessary software to listen to the Internet broadcast. A webcast replay link of the conference call will be available on the Investor Relations section of the Company’s website approximately two hours after the call and will be available for 12 months.

In connection with the release of these financial results, the Company will also post a supplemental financial presentation that will accompany the conference call on its website at www.adamasreit.com under the “Investors — Events and Presentations” section. Third Quarter 2026 financial and operating data can be viewed in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026. A copy of the Form 10-Q will be posted at the Company’s website as soon as reasonably practicable following its filing with the Securities and Exchange Commission.

About Adamas Trust

Adamas Trust, Inc. is an internally managed real estate investment trust (“REIT”) focused on strategically deploying capital across complementary businesses to generate durable earnings and long-term value for stockholders through disciplined portfolio management and an operating platform designed to capture opportunities across real estate and capital markets. For a list of defined terms used from time to time in this press release, see “Defined Terms” below.

Defined Terms

The following defines certain of the commonly used terms that may appear in this press release: “UPB” refers to unpaid principal balance; “LTV” refers to loan-to-value ratio; “DSCR” refers to debt service coverage ratio; “Constructive” refers to Constructive Loans, LLC, the Company’s wholly-owned origination platform; “RMBS” refers to residential mortgage-backed securities backed by adjustable-rate, hybrid adjustable-rate, or fixed-rate residential loans; “Agency RMBS” refers to RMBS representing interests in or obligations backed by pools of residential loans guaranteed by a government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”), or an agency of the U.S. government, such as the Government National Mortgage Association (“Ginnie Mae”); “TBAs” refers to to-be-announced securities that are forward contracts for the purchase or sale of Agency fixed-rate RMBS at a predetermined price, face amount, issuer, coupon, and stated maturity on an agreed-upon future date; “Agency investments” refer to Agency RMBS and TBAs; “TBA dollar roll transaction” refers to a transaction where two TBA contracts with the same terms but different settlement dates are simultaneously bought and sold; “TBA dollar roll income” refers to the difference in price between TBA contracts in TBA dollar roll transactions; “non-Agency RMBS” refers to RMBS that are not guaranteed by any agency of the U.S. Government or any GSE; “IOs” refers collectively to interest only and inverse interest only mortgage-backed securities that represent the right to the interest component of the cash flow from a pool of mortgage loans; “POs” refers to mortgage-backed securities that represent the right to the principal component of the cash flow from a pool of mortgage loans; “CDO” refers to collateralized debt obligation and includes debt that permanently finances the residential loans held in Consolidated SLST, the Company’s residential loans held in securitization trusts and a non-Agency RMBS re-securitization that we consolidate or consolidated in our financial statements in accordance with GAAP; “Consolidated SLST” refers to Freddie Mac-sponsored residential loan securitizations, comprised of seasoned re-performing and non-performing residential loans, of which we own the first loss subordinated securities and certain IOs, that we consolidate in our financial statements in accordance with GAAP; “Consolidated VIEs” refers to variable interest entities (“VIE”) where the Company is the primary beneficiary, as it has both the power to direct the activities that most significantly impact the economic performance of the VIE and a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE and that we consolidate in our financial statements in accordance with GAAP; “Consolidated Real Estate VIEs” refers to Consolidated VIEs that own multi-family properties; “business purpose loans” refers to (i) short-term loans that are collateralized by residential properties and are made to investors who intend to rehabilitate and sell the residential property for a profit (or “BPL-Bridge”) or (ii) loans that finance (or refinance) non-owner occupied residential properties that are rented to one or more tenants (or “BPL-Rental”); “Mezzanine Lending” refers to preferred equity investments in multi-family properties; “Cross-collateralized mezzanine lending investment” refers to a cross-collateralized preferred equity and joint venture equity investment in multi-family properties; “Multi-Family Credit” includes Mezzanine Lending; “Single-Family Credit” includes residential loans, residential loans held for sale, non-Agency RMBS and single-family rental properties; and “Corporate/Other” includes, or included, other investment securities and our equity investment in Constructive (prior to July 15, 2025).

Cautionary Statement Regarding Forward-Looking Statements

When used in this press release, in future filings with the Securities and Exchange Commission (the “SEC”) or in other written or oral communications, statements which are not historical in nature, including those containing words such as “will,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “could,” “would,” “should,” “may” or similar expressions, are intended to identify “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, may involve known and unknown risks, uncertainties and assumptions.

Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the Company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results and outcomes could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation: changes in the Company’s business and investment strategy; inflation and changes in interest rates and the fair market value of the Company’s assets, including negative changes resulting in margin calls relating to the financing of the Company’s assets; changes in credit spreads; changes in the long-term credit ratings of the U.S., Fannie Mae, Freddie Mac, and Ginnie Mae; general volatility of the markets in which the Company invests; changes in prepayment rates on the loans the Company owns or that underlie the Company’s investment securities; increased rates of default, delinquency or vacancy and/or decreased recovery rates on or at the Company’s assets; the Company’s ability to identify and acquire targeted assets, including assets in its investment pipeline; the Company’s ability to dispose of assets from time to time on terms favorable to it; changes in relationships with the Company’s financing counterparties and the Company’s ability to borrow to finance its assets and the terms thereof; changes in the Company’s relationships with and/or the performance of its operating partners; the Company’s ability to predict and control costs; changes in laws, regulations or policies affecting the Company’s business; the Company’s ability to make distributions to its stockholders in the future; the Company’s ability to maintain its qualification as a REIT for U.S. federal income tax purposes; the Company’s ability to maintain its exemption from registration under the Investment Company Act of 1940, as amended; impairments and declines in the value of the collateral underlying the Company’s investments; the Company’s ability to effectively integrate Constructive into the Company and the risks associated with the ongoing operation thereof; the Company’s ability to manage or hedge credit risk, interest rate risk, and other financial and operational risks; the Company’s exposure to liquidity risk, risks associated with the use of leverage, and market risks; and risks associated with investing in real estate assets and/or operating companies, including changes in business conditions and the general economy, the availability of investment opportunities and conditions in markets for residential loans, mortgage-backed securities, structured multi-family investments and other assets that the Company owns or in which the Company invests.

These and other risks, uncertainties and factors, including the risk factors and other information described in the Company’s reports filed with the SEC pursuant to the Exchange Act, could cause the Company’s actual results to differ materially from those projected in any forward-looking statements the Company makes. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect the Company. Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For Further Information

CONTACT: AT THE COMPANY
  Phone: 212-792-0107
  Email: InvestorRelations@adamasreit.com
   

FINANCIAL TABLES FOLLOW

ADAMAS TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except share data)
       
  September 30, 2026   December 31, 2025
  (unaudited)    
ASSETS      
Investment securities available for sale, at fair value $ 7,343,161     $ 6,904,781  
Residential loans, at fair value   4,788,939       4,358,175  
Residential loans held for sale, at fair value   150,969       80,707  
Multi-family loans, at fair value   36,868       55,476  
Equity investments, at fair value   17,926       24,711  
Cash and cash equivalents   262,360       210,333  
Real estate, net   439,590       553,496  
Goodwill   22,396       22,396  
Other assets   461,966       428,772  
Total Assets (1) $ 13,524,175     $ 12,638,847  
LIABILITIES AND EQUITY      
Liabilities:      
Repurchase agreements and warehouse facilities $ 7,460,119     $ 6,753,417  
Collateralized debt obligations ($3,463,270 at fair value and $328,681 at amortized cost, net as of September 30, 2026 and $3,148,157 at fair value and $363,645 at amortized cost, net as of December 31, 2025)   3,791,951       3,511,802  
Senior unsecured notes ($434,607 at fair value as of September 30, 2026 and $260,852 at fair value and $99,585 at amortized cost, net as of December 31, 2025)   434,607       360,437  
Subordinated debentures   45,000       45,000  
Mortgages payable on real estate, net   274,923       332,131  
Other liabilities   244,595       205,623  
Total liabilities (1)   12,251,195       11,208,410  
       
Commitments and Contingencies      
       
Redeemable Non-Controlling Interest in Consolidated Variable Interest Entities   80       3,016  
       
Stockholders’ Equity:      
Preferred stock, par value $0.01 per share, 200,000,000 shares authorized, 22,385,674 shares issued and outstanding ($559,642 aggregate liquidation preference)   540,472       540,472  
Common stock, par value $0.01 per share, 200,000,000 shares authorized, 90,304,746 and 90,303,863 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively   903       903  
Additional paid-in capital   2,308,848       2,294,194  
Accumulated deficit   (1,574,072 )     (1,408,647 )
Company’s stockholders’ equity   1,276,151       1,426,922  
Non-controlling interests   (3,251 )     499  
Total equity   1,272,900       1,427,421  
Total Liabilities and Equity $ 13,524,175     $ 12,638,847  

(1)   Our condensed consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”) as the Company is the primary beneficiary of these VIEs. As of September 30, 2026 and December 31, 2025, assets of consolidated VIEs totaled $4,441,415 and $4,367,560, respectively, and the liabilities of consolidated VIEs totaled $4,101,990 and $3,881,273, respectively.
     

ADAMAS TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
(unaudited)
       
  For the Three Months Ended
September 30,
  For the Nine Months Ended
September 30,
    2026       2025       2026       2025  
NET INTEREST INCOME:              
Interest income $ 181,234     $ 160,633     $ 527,692     $ 431,268  
Interest expense   132,437       124,047       380,275       325,137  
Total net interest income   48,797       36,586       147,417       106,131  
               
NET LOSS FROM REAL ESTATE:              
Rental income   11,263       16,600       35,871       51,940  
Other real estate income   1,995       2,504       5,972       8,457  
Total income from real estate   13,258       19,104       41,843       60,397  
Interest expense, mortgages payable on real estate   3,281       5,409       10,452       17,298  
Depreciation expense   4,503       5,936       13,612       17,759  
Other real estate expenses   8,235       11,637       25,430       34,466  
Total expenses related to real estate   16,019       22,982       49,494       69,523  
Total net loss from real estate   (2,761 )     (3,878 )     (7,651 )     (9,126 )
               
OTHER (LOSS) INCOME:              
Realized losses, net   (6,063 )     (5,610 )     (29,703 )     (50,481 )
Unrealized (losses) gains, net   (471,875 )     54,852       (542,942 )     197,670  
Gains (losses) on derivative instruments, net   298,961       (13,006 )     435,565       (86,774 )
Mortgage banking activities, net   10,856       14,103       42,394       14,103  
(Loss) income from equity investments   (3,196 )     (1,595 )     (2,706 )     567  
Impairment of real estate   (98 )     (1,619 )     (2,489 )     (9,437 )
Other income   3,183       1,479       57,754       5,644  
Total other (loss) income   (168,232 )     48,604       (42,127 )     71,292  
               
GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:              
General and administrative expenses   24,262       23,349       74,363       47,549  
Portfolio operating expenses   5,835       6,747       18,400       21,307  
Loan origination costs   4,198       3,788       13,070       3,788  
Financing transaction costs   5,661       7,941       14,168       14,173  
Total general, administrative and operating expenses   39,956       41,825       120,001       86,817  
               
(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES   (162,152 )     39,487       (22,362 )     81,480  
Income tax (benefit) expense   (22 )     (298 )     150       189  
               
NET (LOSS) INCOME   (162,130 )     39,785       (22,512 )     81,291  
Net loss (income) attributable to non-controlling interests   2,996       5,035       (32,840 )     14,231  
NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY   (159,134 )     44,820       (55,352 )     95,522  
Preferred stock dividends   (11,849 )     (12,118 )     (35,311 )     (36,021 )
NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY’S COMMON STOCKHOLDERS $ (170,983 )   $ 32,702     $ (90,663 )   $ 59,501  
               
Basic (loss) earnings per common share $ (1.89 )   $ 0.36     $ (1.01 )   $ 0.66  
Diluted (loss) earnings per common share $ (1.89 )   $ 0.36     $ (1.01 )   $ 0.65  
Weighted average shares outstanding-basic   90,275       90,406       90,202       90,437  
Weighted average shares outstanding-diluted   90,275       91,614       90,202       91,352  
                               

ADAMAS TRUST, INC. AND SUBSIDIARIES
SUMMARY OF QUARTERLY (LOSS) EARNINGS
(Dollar amounts in thousands, except per share data)
(unaudited)
   
  For the Three Months Ended
  September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
Interest income $ 181,234     $ 174,393     $ 172,065     $ 170,680     $ 160,633  
Interest expense   132,437       124,184       123,654       127,510       124,047  
Total net interest income   48,797       50,209       48,411       43,170       36,586  
Total net loss from real estate   (2,761 )     (2,289 )     (2,602 )     (3,292 )     (3,878 )
Total other (loss) income   (168,232 )     45,158       80,947       52,568       48,604  
Total general, administrative and operating expenses   39,956       40,012       40,031       36,123       41,825  
(Loss) income from operations before income taxes   (162,152 )     53,066       86,725       56,323       39,487  
Income tax (benefit) expense   (22 )     13       159       (44 )     (298 )
Net (loss) income   (162,130 )     53,053       86,566       56,367       39,785  
Net loss (income) attributable to non-controlling interests   2,996       2,129       (37,965 )     (2,840 )     5,035  
Net (loss) income attributable to Company   (159,134 )     55,182       48,601       53,527       44,820  
Preferred stock dividends   (11,849 )     (11,758 )     (11,704 )     (11,922 )     (12,118 )
Net (loss) income attributable to Company’s common stockholders   (170,983 )     43,424       36,897       41,605       32,702  
                   
Basic (loss) earnings per common share $ (1.89 )   $ 0.48     $ 0.41     $ 0.46     $ 0.36  
Diluted (loss) earnings per common share $ (1.89 )   $ 0.47     $ 0.40     $ 0.45     $ 0.36  
Weighted average shares outstanding – basic   90,275       89,979       90,353       90,399       90,406  
Weighted average shares outstanding – diluted   90,275       92,348       92,060       91,986       91,614  
                   
Yield on average interest earning assets (1)   5.95 %     6.03 %     6.07 %     6.23 %     6.34 %
Net interest spread (1)   1.40 %     1.48 %     1.44 %     1.53 %     1.51 %
Earnings available for distribution attributable to Company’s common stockholders (1) $ 26,965     $ 27,127     $ 26,423     $ 20,414     $ 21,991  
Earnings available for distribution per common share – basic (1) $ 0.30     $ 0.30     $ 0.29     $ 0.23     $ 0.24  
Book value per common share $ 7.93     $ 10.16     $ 9.98     $ 9.60     $ 9.20  
Adjusted book value per common share (1) $ 8.88     $ 11.05     $ 10.80     $ 10.63     $ 10.38  
                   
Dividends declared per common share $ 0.30     $ 0.27     $ 0.23     $ 0.23     $ 0.23  
Dividends declared per preferred share on Series D Preferred Stock $ 0.50     $ 0.50     $ 0.50     $ 0.50     $ 0.50  
Dividends declared per preferred share on Series E Preferred Stock $ 0.67     $ 0.65     $ 0.65     $ 0.68     $ 0.70  
Dividends declared per preferred share on Series F Preferred Stock $ 0.43     $ 0.43     $ 0.43     $ 0.43     $ 0.43  
Dividends declared per preferred share on Series G Preferred Stock $ 0.44     $ 0.44     $ 0.44     $ 0.44     $ 0.44  

(1)   Represents a non-GAAP financial measure. A reconciliation of the Company’s non-GAAP financial measures to their most directly comparable GAAP measure is included below in “Reconciliation of Financial Information.”
     

Reconciliation of Financial Information

Non-GAAP Financial Measures

In addition to the results presented in accordance with GAAP, this press release includes certain non-GAAP financial measures, including adjusted interest income, adjusted interest expense, adjusted net interest income (loss), yield on average interest earning assets, average financing cost, net interest spread, earnings available for distribution, adjusted book value per common share, Company Economic Recourse Leverage Ratio and Portfolio Economic Recourse Leverage Ratio. Our management team believes that these non-GAAP financial measures, when considered with our GAAP financial statements, provide supplemental information useful for investors as it enables them to evaluate our current performance and trends using the metrics that management uses to operate our business. Our presentation of non-GAAP financial measures may not be comparable to similarly-titled measures of other companies, who may use different calculations. Because these measures are not calculated in accordance with GAAP, they should not be considered a substitute for, or superior to, the financial measures calculated in accordance with GAAP. Our GAAP financial results and the reconciliations of the non-GAAP financial measures included in this press release to the most directly comparable financial measures prepared in accordance with GAAP should be carefully evaluated.

Adjusted Net Interest Income (Loss) and Net Interest Spread

Financial results for the Company during a given period include the net interest income earned on our investments, such as residential loans, residential loans held for sale, investment securities and Mezzanine Lending investments, where the risks and payment characteristics are equivalent to and accounted for as loans (collectively, our “interest earning assets”). Adjusted net interest income (loss) and net interest spread (both supplemental non-GAAP financial measures) are impacted by factors such as our cost of financing, including our hedging costs, and the interest rate that our investments bear. Furthermore, the amount of premium or discount paid on purchased investments and the prepayment rates on investments will impact adjusted net interest income (loss) as such factors will be amortized over the expected term of such investments.

We provide the following non-GAAP financial measures, in total and by investment category, for the respective periods:

  • adjusted interest income – calculated as our GAAP interest income reduced by the interest expense recognized on Consolidated SLST CDOs and adjusted to include implied interest income from TBA dollar roll transactions (calculated using the yield to maturity at trade date for each TBA dollar roll position),
  • adjusted interest expense – calculated as our GAAP interest expense reduced by the interest expense recognized on Consolidated SLST CDOs and adjusted to include the net interest component of interest rate swaps and implied financing cost of TBA dollar roll transactions (representing the difference between implied interest income from TBA dollar roll transactions and TBA dollar roll income),
  • adjusted net interest income (loss) – calculated by subtracting adjusted interest expense from adjusted interest income,
  • yield on average interest earning assets – calculated as the quotient of our adjusted interest income and our average interest earning assets, including the cost basis of outstanding TBA dollar roll transactions and excluding all Consolidated SLST assets other than those securities owned by the Company,
  • average financing cost – calculated as the quotient of our adjusted interest expense and the average outstanding balance of our interest bearing liabilities, including the cost basis of outstanding TBA dollar roll transactions and excluding Consolidated SLST CDOs and mortgages payable on real estate, and
  • net interest spread – calculated as the difference between our yield on average interest earning assets and our average financing cost.

These measures remove the impact of Consolidated SLST that we consolidate in accordance with GAAP and include both the net interest component of interest rate swaps utilized to hedge the variable cash flows associated with our variable-rate borrowings and dollar roll income associated with TBAs, which are included in gains (losses) on derivative instruments, net in the Company’s condensed consolidated statements of operations. With respect to Consolidated SLST, we only include the interest income earned by the Consolidated SLST securities that are actually owned by the Company as the Company only receives income or absorbs losses related to the Consolidated SLST securities actually owned by the Company. We include the net interest component of interest rate swaps in these measures to more fully represent the cost of our financing strategy. We include TBA dollar roll income as it represents the economic equivalent of net interest income on the underlying Agency RMBS over the TBA dollar roll period (implied interest income less implied financing cost).

We provide the non-GAAP financial measures listed above because we believe these non-GAAP financial measures provide investors and management with additional detail and enhance their understanding of our interest earning asset yields, in total and by investment category, relative to the cost of our financing and the underlying trends within our portfolio of interest earning assets. In addition to the foregoing, our management team uses these measures to assess, among other things, the performance of our interest earning assets in total and by asset, possible cash flows from our interest earning assets in total and by asset, our ability to finance or borrow against the asset and the terms of such financing and the composition of our portfolio of interest earning assets, including acquisition and disposition determinations.

A reconciliation of GAAP interest income to adjusted interest income, GAAP interest expense to adjusted interest expense and GAAP total net interest income (loss) to adjusted net interest income (loss) for the three months ended as of the dates indicated is presented below (dollar amounts in thousands):

  September 30, 2026
  Agency   Single-Family Credit   Multi-Family Credit   Corporate/Other   Total
GAAP interest income $ 94,857     $ 79,820     $ 1,175   $ 5,382     $ 181,234  
GAAP interest expense   (59,435 )     (58,328 )     —     (14,674 )     (132,437 )
GAAP total net interest income (loss) $ 35,422     $ 21,492     $ 1,175   $ (9,292 )   $ 48,797  
                   
GAAP interest income $ 94,857     $ 79,820     $ 1,175   $ 5,382     $ 181,234  
Adjusted for:                  
Consolidated SLST CDO interest expense   —       (10,705 )     —     —       (10,705 )
Implied interest income from TBA dollar roll transactions   12,298       —       —     —       12,298  
Adjusted interest income $ 107,155     $ 69,115     $ 1,175   $ 5,382     $ 182,827  
                   
GAAP interest expense $ (59,435 )   $ (58,328 )   $ —   $ (14,674 )   $ (132,437 )
Adjusted for:                  
Consolidated SLST CDO interest expense   —       10,705       —     —       10,705  
Net interest component of interest rate swaps   (720 )     (188 )     —     (999 )     (1,907 )
Implied financing cost of TBA dollar roll transactions   (7,695 )     —       —     —       (7,695 )
Adjusted interest expense $ (67,850 )   $ (47,811 )   $ —   $ (15,673 )   $ (131,334 )
                   
Adjusted net interest income (loss) (1) $ 39,305     $ 21,304     $ 1,175   $ (10,291 )   $ 51,493  
                                     

  June 30, 2026
  Agency   Single-Family Credit   Multi-Family Credit   Corporate/Other   Total
GAAP interest income $ 92,911     $ 75,734     $ 1,714   $ 4,034     $ 174,393  
GAAP interest expense   (56,683 )     (55,199 )     —     (12,302 )     (124,184 )
GAAP total net interest income (loss) $ 36,228     $ 20,535     $ 1,714   $ (8,268 )   $ 50,209  
                   
GAAP interest income $ 92,911     $ 75,734     $ 1,714   $ 4,034     $ 174,393  
Adjusted for:                  
Consolidated SLST CDO interest expense   —       (10,964 )     —     —       (10,964 )
Implied interest income from TBA dollar roll transactions   3,945       —       —     —       3,945  
Adjusted interest income $ 96,856     $ 64,770     $ 1,714   $ 4,034     $ 167,374  
                   
GAAP interest expense $ (56,683 )   $ (55,199 )   $ —   $ (12,302 )   $ (124,184 )
Adjusted for:                  
Consolidated SLST CDO interest expense   —       10,964       —     —       10,964  
Net interest component of interest rate swaps   (1,099 )     (42 )     —     (542 )     (1,683 )
Implied financing cost of TBA dollar roll transactions   (2,197 )     —       —     —       (2,197 )
Adjusted interest expense $ (59,979 )   $ (44,277 )   $ —   $ (12,844 )   $ (117,100 )
                   
Adjusted net interest income (loss) (1) $ 36,877     $ 20,493     $ 1,714   $ (8,810 )   $ 50,274  
                                     

  March 31, 2026
  Agency   Single-Family Credit   Multi-Family Credit   Corporate/Other   Total
GAAP interest income $ 93,955     $ 73,457     $ 1,654   $ 2,999     $ 172,065  
GAAP interest expense   (58,596 )     (53,206 )     —     (11,852 )     (123,654 )
GAAP total net interest income (loss) $ 35,359     $ 20,251     $ 1,654   $ (8,853 )   $ 48,411  
                   
GAAP interest income $ 93,955     $ 73,457     $ 1,654   $ 2,999     $ 172,065  
Adjusted for:                  
Consolidated SLST CDO interest expense   —       (11,120 )     —     —       (11,120 )
Implied interest income from TBA dollar roll transactions   1,000       —       —     —       1,000  
Adjusted interest income $ 94,955     $ 62,337     $ 1,654   $ 2,999     $ 161,945  
                   
GAAP interest expense $ (58,596 )   $ (53,206 )   $ —   $ (11,852 )   $ (123,654 )
Adjusted for:                  
Consolidated SLST CDO interest expense   —       11,120       —     —       11,120  
Net interest component of interest rate swaps   (381 )     11       —     (162 )     (532 )
Implied financing cost of TBA dollar roll transactions   (713 )     —       —     —       (713 )
Adjusted interest expense $ (59,690 )   $ (42,075 )   $ —   $ (12,014 )   $ (113,779 )
                   
Adjusted net interest income (loss) (1) $ 35,265     $ 20,262     $ 1,654   $ (9,015 )   $ 48,166  
                                     

  December 31, 2025
  Agency   Single-Family Credit   Multi-Family Credit   Corporate/Other   Total
GAAP interest income $ 94,743     $ 71,700     $ 1,711   $ 2,526     $ 170,680  
GAAP interest expense   (63,766 )     (52,710 )     —     (11,034 )     (127,510 )
GAAP total net interest income (loss) $ 30,977     $ 18,990     $ 1,711   $ (8,508 )   $ 43,170  
                   
GAAP interest income $ 94,743     $ 71,700     $ 1,711   $ 2,526     $ 170,680  
Adjusted for:                  
Consolidated SLST CDO interest expense   —       (10,955 )     —     —       (10,955 )
Implied interest income from TBA dollar roll transactions   154       —       —     —       154  
Adjusted interest income $ 94,897     $ 60,745     $ 1,711   $ 2,526     $ 159,879  
                   
GAAP interest expense $ (63,766 )   $ (52,710 )   $ —   $ (11,034 )   $ (127,510 )
Adjusted for:                  
Consolidated SLST CDO interest expense   —       10,955       —     —       10,955  
Net interest component of interest rate swaps   2,904       105       —     156       3,165  
Implied financing cost of TBA dollar roll transactions   (142 )     —       —     —       (142 )
Adjusted interest expense $ (61,004 )   $ (41,650 )   $ —   $ (10,878 )   $ (113,532 )
                   
Adjusted net interest income (loss) (1) $ 33,893     $ 19,095     $ 1,711   $ (8,352 )   $ 46,347  
                                     

  September 30, 2025
  Agency   Single-Family Credit   Multi-Family Credit   Corporate/Other   Total
GAAP interest income $ 85,975     $ 70,504     $ 2,124   $ 2,030     $ 160,633  
GAAP interest expense   (60,472 )     (53,080 )     —     (10,495 )     (124,047 )
GAAP total net interest income (loss) $ 25,503     $ 17,424     $ 2,124   $ (8,465 )   $ 36,586  
                   
GAAP interest income $ 85,975     $ 70,504     $ 2,124   $ 2,030     $ 160,633  
Adjusted for:                  
Consolidated SLST CDO interest expense   —       (11,199 )     —     —       (11,199 )
Implied interest income from TBA dollar roll transactions   397       —       —     —       397  
Adjusted interest income $ 86,372     $ 59,305     $ 2,124   $ 2,030     $ 149,831  
                   
GAAP interest expense $ (60,472 )   $ (53,080 )   $ —   $ (10,495 )   $ (124,047 )
Adjusted for:                  
Consolidated SLST CDO interest expense   —       11,199       —     —       11,199  
Net interest component of interest rate swaps   5,204       504       —     392       6,100  
Implied financing cost of TBA dollar roll transactions   (331 )     —       —     —       (331 )
Adjusted interest expense $ (55,599 )   $ (41,377 )   $ —   $ (10,103 )   $ (107,079 )
                   
Adjusted net interest income (loss) (1) $ 30,773     $ 17,928     $ 2,124   $ (8,073 )   $ 42,752  

(1)   Adjusted net interest income (loss) is calculated by subtracting adjusted interest expense from adjusted interest income.
     

Earnings Available for Distribution

Earnings available for distribution attributable to Company’s common stockholders (“EAD”) (and by calculation, EAD per common share) is a supplemental non-GAAP financial measure comparable to GAAP net income (loss) attributable to Company’s common stockholders. EAD is defined as GAAP net income (loss) attributable to Company’s common stockholders excluding (a) realized and unrealized gains (losses) on our investment portfolio, (b) gains (losses) on derivative instruments (excluding the net interest component of interest rate swaps and TBA dollar roll income), (c) impairment of real estate, (d) other non-recurring gains (losses), (e) depreciation of operating real estate, (f) non-cash expenses, (g) financing transaction costs, (h) non-recurring restructuring and transaction expenses, (i) the income tax effect of non-EAD income (loss) items and (j) EAD adjustments attributable to non-controlling interests.

We believe EAD provides management, analysts and investors with additional details regarding our underlying operating results and investment trends by excluding certain unrealized, non-cash or non-recurring components of GAAP net income (loss) in order to provide additional transparency into our operating performance. In addition, EAD serves as a useful indicator for investors in evaluating our performance and facilitates comparisons to industry peers and from period to period. EAD should not be utilized in isolation, nor should it be considered as a substitute for or superior to GAAP net income (loss) attributable to Company’s common stockholders or GAAP net income (loss) attributable to Company’s common stockholders per basic share. Our presentation of EAD may not be comparable to similarly-titled measures of other companies, who may use different calculations. We may add additional reconciling items to our EAD calculation as appropriate.

We view EAD as one measure of our ability to generate income for distribution to common stockholders. EAD is one factor, but not the exclusive factor, that our Board of Directors uses to determine the amount, if any, of dividends on our common stock. Other factors that our Board of Directors may consider when determining the amount, if any, of dividends on our common stock include, among others, our earnings and financial condition, capital requirements, maintenance of our REIT qualification, restrictions on making distributions under Maryland law and such other factors as our Board of Directors deems relevant. EAD should not be considered as an indication of our REIT taxable income, a guaranty of our ability to pay dividends, or as a proxy for the amount of dividends we may pay, as EAD excludes certain items that impact our liquidity.

A reconciliation of GAAP net (loss) income attributable to Company’s common stockholders to EAD for the respective periods ended is presented below (amounts in thousands, except per share data):

  For the Three Months Ended
  September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
GAAP net (loss) income attributable to Company’s common stockholders $ (170,983 )   $ 43,424     $ 36,897     $ 41,605     $ 32,702  
Adjustments:                  
Realized losses, net   6,063       12,960       10,680       14,947       5,610  
Unrealized losses (gains), net   471,875       8,499       62,568       (19,726 )     (54,852 )
(Gains) losses on derivative instruments, net (1)   (296,265 )     (48,724 )     (88,059 )     (25,294 )     19,172  
Unrealized losses, net on equity investments (2)   3,653       1,020       46       4,505       2,860  
Impairment of real estate   98       161       2,231       330       1,619  
Other losses (gains) (3)   177       150       (50,266 )     (8,691 )     358  
Depreciation of operating real estate   4,503       4,486       4,623       5,366       5,936  
Non-cash expenses (4)   3,280       3,294       3,157       3,096       2,961  
Financing transaction costs   5,661       3,125       5,382       —       7,941  
Restructuring and transaction expenses (5)   604       —       —       109       1,245  
Income tax effect of adjustments   (42 )     11       4       (75 )     (336 )
EAD adjustments attributable to non-controlling interests   (1,659 )     (1,279 )     39,160       4,242       (3,225 )
Earnings available for distribution attributable to Company’s common stockholders $ 26,965     $ 27,127     $ 26,423     $ 20,414     $ 21,991  
                   
Weighted average shares outstanding – basic   90,275       89,979       90,353       90,399       90,406  
GAAP net (loss) income attributable to Company’s common stockholders per common share – basic $ (1.89 )   $ 0.48     $ 0.41     $ 0.46     $ 0.36  
EAD per common share – basic $ 0.30     $ 0.30     $ 0.29     $ 0.23     $ 0.24  

(1)   Excludes net interest expense of interest rate swaps of approximately $1.9 million, $1.7 million and $0.5 million for the three months ended September 30, 2026, June 30, 2026 and March 31, 2026, respectively, and net interest benefit of interest rate swaps of approximately $3.2 million and $6.1 million for the three months ended December 31, 2025 and September 30, 2025, respectively. Also excludes TBA dollar roll income of approximately $4.6 million, $1.7 million, $0.3 million, $12.0 thousand and $66.2 thousand for the three months ended September 30, 2026, June 30, 2026, March 31, 2026, December 31, 2025 and September 30, 2025, respectively.
(2)   Included in (loss) income from equity investments on the Company’s condensed consolidated statements of operations.
(3)   Primarily includes non-recurring items such as gains (losses) on sales of real estate, gains (losses) on extinguishment of debt, Mezzanine Lending premiums resulting from early redemption, property loss insurance proceeds and provision for uncollectible receivables.
(4)   Includes stock-based compensation and intangible asset amortization.
(5)   Includes non-recurring expenses such as restructuring expenses and transaction expenses related to our acquisition of Constructive, professional fees incurred related to our name change and other non-recurring transaction expenses.
     

Adjusted Book Value Per Common Share

Adjusted book value per common share is a supplemental non-GAAP financial measure calculated by making the following adjustments to GAAP book value: (i) exclude the Company’s share of cumulative depreciation and lease intangible amortization expenses related to real estate held at the end of the period for which an impairment has not been recognized, (ii) exclude the cumulative adjustment of redeemable non-controlling interests to estimated redemption value and (iii) adjust our amortized cost liabilities that finance our investments to fair value.

Our rental property portfolio includes, or has included, fee simple interests in single-family rental homes and joint venture equity interests and a cross-collateralized mezzanine lending investment in multi-family properties owned by Consolidated Real Estate VIEs. By excluding our share of cumulative non-cash depreciation and amortization expenses related to real estate held at the end of the period for which an impairment has not been recognized, adjusted book value reflects the value, at their undepreciated basis, of our single-family rental properties, joint venture equity investments and cross-collateralized mezzanine lending investment that the Company has determined to be recoverable at the end of the period.

Additionally, in connection with third party ownership of certain of the non-controlling interests in an entity in which we maintain our cross-collateralized mezzanine lending investment, we record redeemable non-controlling interests as mezzanine equity on our condensed consolidated balance sheets. The holders of the redeemable non-controlling interests may elect to sell their ownership interests to us at fair value once a year, subject to annual minimum and maximum amount limitations, resulting in an adjustment of the redeemable non-controlling interests to fair value that is accounted for by us as an equity transaction in accordance with GAAP. A key component of the estimation of fair value of the redeemable non-controlling interests is the estimated fair value of the multi-family apartment properties held by the entity in which we maintain our cross-collateralized mezzanine lending investment. However, because the corresponding real estate assets are not reported at fair value and thus not adjusted to reflect unrealized gains or losses in our condensed consolidated financial statements, the cumulative adjustment of the redeemable non-controlling interests to fair value directly affects our GAAP book value. By excluding the cumulative adjustment of redeemable non-controlling interests to estimated redemption value, adjusted book value more closely aligns the accounting treatment applied to these real estate assets and reflects our cross-collateralized mezzanine lending investment at its undepreciated basis.

The substantial majority of our remaining assets are financial or similar instruments that are carried at fair value in accordance with the fair value option in our condensed consolidated financial statements. However, unlike our use of the fair value option for these assets, certain CDOs issued by our residential loan securitizations, certain senior unsecured notes and subordinated debentures that finance our investments are, or were, carried at amortized cost in our condensed consolidated financial statements. By adjusting these financing instruments to fair value, adjusted book value reflects the Company’s net equity in investments on a comparable fair value basis.

We believe that the presentation of adjusted book value per common share provides a useful measure for investors and us as it provides a consistent measure of our value, allows management to effectively consider our financial position and facilitates the comparison of our financial performance to that of our peers.

A reconciliation of GAAP book value to adjusted book value and calculation of adjusted book value per common share as of the dates indicated is presented below (amounts in thousands, except per share data):

    September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
Company’s stockholders’ equity   $ 1,276,151     $ 1,472,463     $ 1,456,461     $ 1,426,922     $ 1,390,777  
Preferred stock liquidation preference     (559,642 )     (559,642 )     (559,642 )     (559,642 )     (559,642 )
GAAP book value     716,509       912,821       896,819       867,280       831,135  
Add:                    
Cumulative depreciation expense on real estate (1)     27,957       26,516       24,751       26,864       26,357  
Cumulative amortization of lease intangibles related to real estate (1)     3,794       3,794       3,794       4,106       4,620  
Cumulative adjustment of redeemable non-controlling interest to estimated redemption value     32,448       28,225       23,304       42,222       54,782  
Adjustment of amortized cost liabilities to fair value     20,858       21,649       22,257       19,202       20,481  
Adjusted book value   $ 801,566     $ 993,005     $ 970,925     $ 959,674     $ 937,375  
                     
Common shares outstanding     90,305       89,880       89,861       90,304       90,308  
GAAP book value per common share (2)   $ 7.93     $ 10.16     $ 9.98     $ 9.60     $ 9.20  
Adjusted book value per common share (3)   $ 8.88     $ 11.05     $ 10.80     $ 10.63     $ 10.38  

(1)   Represents cumulative adjustments for the Company’s share of depreciation expense and amortization of lease intangibles related to real estate held as of the end of the period presented for which an impairment has not been recognized.
(2)   GAAP book value per common share is calculated using the GAAP book value and the common shares outstanding for the periods indicated.
(3)   Adjusted book value per common share is calculated using the adjusted book value and the common shares outstanding for the periods indicated.
     

Company Economic Recourse Leverage Ratio and Portfolio Economic Recourse Leverage Ratio

We use equity and financing to invest in our target assets, earning the spread between the yield on our assets and the cost of our borrowings. Our primary measures of leverage are our Company Economic Recourse Leverage Ratio and Portfolio Economic Recourse Leverage Ratio.

Company Economic Recourse Leverage Ratio represents the Company’s total outstanding recourse repurchase agreement and warehouse facility financing, subordinated debentures, senior unsecured notes and the cost basis of net outstanding TBAs, to the extent applicable, divided by the Company’s total stockholders’ equity. Company Economic Recourse Leverage Ratio does not include collateralized debt obligations and mortgages payable on real estate as they are non-recourse debt.

Portfolio Economic Recourse Leverage Ratio represents the Company’s outstanding recourse repurchase agreement and warehouse facility financing and the cost basis of net outstanding TBAs, to the extent applicable, divided by the Company’s total stockholders’ equity.

We include the cost basis of our net outstanding TBA position in our measures of leverage because a forward contract to acquire Agency RMBS in the TBA market carries similar risks to Agency RMBS purchased in the cash market and funded with on-balance sheet liabilities. Similarly, a TBA contract for the forward sale of Agency RMBS has substantially the same effect as selling the underlying Agency RMBS and reducing our on-balance sheet funding commitments. We believe that the presentation of our Company Economic Recourse Leverage Ratio and Portfolio Economic Recourse Leverage Ratio provides useful information to investors because such measures reflect the economic leverage of our Company and our portfolio by including the leverage effect of TBA transactions as if they were Agency RMBS purchases or sales in the cash market funded on balance sheet. As of September 30, 2026, we held a net short TBA position, and the cost basis of that position reduced our Company Economic Recourse Leverage Ratio and Portfolio Economic Recourse Leverage Ratio.

The following table presents a summary of our leverage ratios as of the dates indicated (dollar amounts in thousands):

    September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
Total GAAP debt   $ 12,006,600     $ 11,316,556     $ 11,148,641     $ 11,002,787     $ 10,823,143  
Less non-recourse debt:                    
Collateralized debt obligations     (3,791,951 )     (3,581,856 )     (3,468,944 )     (3,511,802 )     (3,577,459 )
Mortgages payable on real estate, net     (274,923 )     (274,940 )     (276,032 )     (332,131 )     (362,747 )
Plus (less):                    
Net cost basis of outstanding TBAs     (1,839,293 )     662,984       149,413       —       30,764  
Company economic recourse debt   $ 6,100,433     $ 8,122,744     $ 7,553,078     $ 7,158,854     $ 6,913,701  
Total Company’s stockholders’ equity   $ 1,276,151     $ 1,472,463     $ 1,456,461     $ 1,426,922     $ 1,390,777  
                     
Company Economic Recourse Leverage Ratio   4.8x   5.5x   5.2x   5.0x   5.0x
                     
Repurchase agreements and warehouse facilities $ 7,460,119     $ 7,067,223     $ 7,019,017     $ 6,753,417     $ 6,481,072  
Plus (less):                    
Net cost basis of outstanding TBAs     (1,839,293 )     662,984       149,413       —       30,764  
Portfolio economic recourse debt   $ 5,620,826     $ 7,730,207     $ 7,168,430     $ 6,753,417     $ 6,511,836  
Total Company’s stockholders’ equity   $ 1,276,151     $ 1,472,463     $ 1,456,461     $ 1,426,922     $ 1,390,777  
                     
Portfolio Economic Recourse Leverage Ratio   4.4x   5.2x   4.9x   4.7x   4.7x
                     

Equity Investments in Multi-Family Entities

We own, and have owned, a cross-collateralized mezzanine lending and joint venture equity investments in entities that own multi-family properties. We determined that these entities are VIEs and that we are or were the primary beneficiary of these VIEs, resulting in consolidation of the VIEs, including their assets, liabilities, income and expenses, in our condensed consolidated financial statements with non-controlling interests for the third-party ownership of the entities’ membership interests.

We also own a preferred equity investment in a VIE that owns a multi-family property and for which, as of September 30, 2026, the Company is the primary beneficiary, resulting in consolidation of the assets, liabilities, income and expenses of the VIE in our condensed consolidated financial statements with a non-controlling interest for the third-party ownership of the VIE’s membership interests.

A reconciliation of our net equity investments in consolidated multi-family properties to our condensed consolidated financial statements as of September 30, 2026 is shown below (dollar amounts in thousands):

Cash and cash equivalents   $ 3,718  
Real estate, net     338,243  
Other assets     12,457  
Total assets   $ 354,418  
     
Mortgages payable on real estate, net   $ 274,923  
Other liabilities     8,236  
Total liabilities   $ 283,159  
     
Redeemable non-controlling interest in Consolidated VIEs   $ 80  
Less: Cumulative adjustment of redeemable non-controlling interest to estimated redemption value     (32,448 )
Non-controlling interest in Consolidated VIEs     (3,376 )
Net equity investment in consolidated multi-family properties   $ 107,003  

New hotel contracts and robotics expansion support progress toward Group profitability

SINGAPORE and KUALA LUMPUR, Malaysia, Oct. 28, 2026 (GLOBE NEWSWIRE) — YYForce Inc. (NASDAQ: YFOR) (“YYForce” or the “Company”), a technology-enabled provider of workforce solutions, integrated facility management and robotics deployment services, today announced new hospitality contracts and expanding commercial service robotics deployments in Malaysia. Supported by these developments, management is targeting US$20 million in revenue from its Malaysian operations for fiscal year 2027. The target represents approximately 100% growth compared with management’s FY2026 Malaysian revenue expectation of approximately US$10 million.

The Company’s Malaysian subsidiary has signed service agreements with international hotel operators, expanding its hospitality customer base. These agreements, together with ongoing robotics deployments, support YYForce’s strategy of combining workforce services with facility automation to address customers’ operational needs.

The FY2027 revenue target is a forward-looking management objective and does not represent revenue already secured undersigned contracts. Achievement will depend on contract implementation, customer service volumes, retention and renewals, additional business development, and the availability of personnel, equipment and working capital. The FY2026 comparison is based on management’s current expectations, rather than completed full-year results, and remains subject to finalization.

Expanding Workforce and Robotics Services
YYForce’s Malaysian delivery model combines flexible workforce services with commercial service robotics across hospitality and facility operations. Applications include cleaning, internal logistics and guest-service support, with deployments tailored to each property’s requirements.

By integrating personnel and robotics within its service offering, YYForce aims to help customers improve service consistency, manage labor constraints and increase operational efficiency. The Company also intends to expand ongoing maintenance and operational support services alongside its robotics deployments.

Progress Toward Group Profitability
Malaysia’s expansion forms part of YYForce’s broader growth strategy across Singapore, Hong Kong, Thailand, Dubai and Egypt. The Company is focused on customer retention, disciplined contract pricing, deployment execution and cost management as it develops its workforce, facility management and robotics businesses.

YYForce believes increased scale and an improved service mix could support better operating leverage over time. Consolidated profitability will also depend on contract margins, performance across other markets, corporate expenses, financing costs and other factors.

The Company’s objective remains to achieve sustainable Group-wide profitability. This announcement does not establish a specific date for achieving consolidated net profit.

Management Commentary
“New hospitality contracts and expanding robotics deployments in Malaysia demonstrate customer demand for integrated workforce and facility solutions,” said Mike Fu, Chief Executive Officer of YYForce. “Our focus is on converting that demand into dependable service, disciplined growth and stronger operating performance.”

“We are targeting US$20 million in Malaysian revenue for FY2027, with close attention to delivery costs, working capital and contract profitability. Alongside our operations in other markets, we believe this expansion can support the Group’s progress toward sustainable profitability and long-term shareholder value.”

About YYForce Inc.
YYForce Inc. (NASDAQ: YFOR) is a Singapore-headquartered, technology-enabled provider of workforce solutions and integrated facility management services. The Company is expanding its use of AI-enabled workforce management tools, digital estate management platforms and commercial service robotics to support customers across hospitality, commercial properties and other service-intensive sectors.

For more information, visit www.yyforce.ai.

Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on the Company’s current expectations, assumptions and information available to it as of the date of this release. Forward-looking statements can be identified by words such as “may,” “will,” “should,” “expects,” “anticipates,” “plans,” “intends,” “believes,” “estimates,” “potential” or similar expressions, or the negative of these terms.

Forward-looking statements in this release include, but are not limited to, statements regarding the Company’s FY2027 Malaysian revenue target, expected FY2026 Malaysian revenue, anticipated revenue growth, contract implementation, customer demand, robotics deployments, international expansion, operating leverage and progress toward Group-wide profitability. The revenue target does not represent a guarantee of contracted revenue or future results.

Forward-looking statements involve inherent risks and uncertainties, and the forward-looking events discussed in this press release may not occur, actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about the Company and a number of factors. These factors include, but are not limited to, the Company’s goals and strategies; the Company’s future business development, financial condition and results of operations, including the introduction of new products and services, expected changes in the Company’s revenues, costs and expenditures, anticipated customer growth, and demand for and market acceptance of the Company’s products and services; and industry, market and regulatory conditions, including competition, government policies and regulations affecting the Company’s industry, and other factors that may affect the Company’s financial condition, liquidity and results of operations.

For a more detailed discussion of risk factors, please refer to the Company’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” section of the Company’s most recent annual report on Form 20-F, as amended. Readers should also consider the risks described in the Company’s filings with the U.S. Securities and Exchange Commission. YYForce undertakes no obligation to update these statements except as required by applicable law.

Investor Relations Contact
YYForce Inc.
Investor Relations Department
Email: ir@yyforce.ai
Website: www.yyforce.ai

LOUISVILLE, Ky., Oct. 28, 2026 (GLOBE NEWSWIRE) — Churchill Downs Incorporated (“CDI” or “the Company”) (Nasdaq: CHDN) announced today that the Company’s Board of Directors approved a $750 million share repurchase program. The new share repurchase program replaces the prior $500 million program that was authorized in July 2025. The new share repurchase program includes and is not in addition to the $306 million remaining under the prior authorization as of the close of trading on October 27, 2026. Share repurchases may be made at management’s discretion from time to time in the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The repurchase program has no time limit and may be suspended or discontinued at any time.

About Churchill Downs Incorporated

Churchill Downs Incorporated (“CDI”) (Nasdaq: CHDN) has created extraordinary entertainment experiences for over 150 years, beginning with the Company’s most iconic and enduring asset, Churchill Downs Racetrack, the home of the Kentucky Derby and premier races of the Thoroughbred Championship Series. Headquartered in Louisville, Kentucky, CDI has expanded through the acquisition, development, and operation of live and historical racing entertainment venues, the growth of the online wagering businesses, and the acquisition, development, and operation of regional casino gaming properties. https://www.churchilldownsincorporated.com/

This news release contains various “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “should,” “will,” “scheduled,” and similar words or similar expressions (or negative versions of such words or expressions), although some forward-looking statements are expressed differently.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from expectations include the following: the occurrence of extraordinary events, such as terrorist attacks, public health threats, civil unrest, and inclement weather, including as a result of climate change; the effect of economic conditions on our consumers’ confidence and discretionary spending or our access to credit, including the impact of inflation; changes in, or new interpretations of, applicable tax laws or rulings that could result in additional tax liabilities; the impact of any pandemics, epidemics, or outbreaks of infectious diseases, and related economic matters on our results of operations, financial conditions, and prospects; lack of confidence in the integrity of our core businesses or any deterioration in our reputation; negative shifts in public opinion regarding gambling that could result in increased regulation of, or new restrictions on, the gaming industry; loss of key or highly skilled personnel, as well as general disruptions in the labor market; the impact of significant competition, and the expectation that competition levels will increase; changes in consumer preferences, attendance, wagering, and sponsorships; risks associated with equity investments, strategic alliances and other third-party agreements; inability to respond to rapid technological changes in a timely manner; concentration and evolution of slot machine and historical racing machine manufacturing and other technology conditions that could impose additional costs; failure to enter into or maintain agreements with industry constituents, including horsemen and other racetracks; cybersecurity risk, including cybersecurity breaches, loss or misuse of our confidential information as a result of a breach including customers’ personal information, or IT system operational disruptions, could lead to government enforcement actions or other litigation; costs of compliance with increasingly complex laws and regulations regarding data privacy and protection of personal information; reliance on our technology services and catastrophic events, system failures, errors or defects disrupting our operations; inability to identify, complete, or fully realize the benefits of our proposed acquisitions, divestitures, development of new venues or the expansion of existing facilities on time, on budget, or as planned; difficulty in integrating recent or future acquisitions into our operations; cost overruns and other uncertainties associated with the development of new venues and the expansion of existing facilities; general risks related to real estate ownership and significant expenditures, including risks related to environmental liabilities; personal injury litigation related to injuries occurring at our racetracks; compliance with the Foreign Corrupt Practices Act or other similar laws and regulations, or applicable anti-money laundering regulations; payment-related risks, such as risk associated with fraudulent credit card or debit card use; work stoppages and labor problems; risks related to pending or future legal proceedings and other actions; highly regulated operations and changes in the regulatory environment could adversely affect our business; restrictions in our debt facilities limiting our flexibility to operate our business; failure to comply with the financial ratios and other covenants in our debt facilities and other indebtedness; increases to interest rates, disruption in the credit markets or changes to our credit ratings may adversely affect our business; increase in our insurance costs, or inability to obtain similar insurance coverage in the future, and any inability to recover under our insurance policies for damages sustained at our properties in the event of inclement weather and casualty events; whether the objective of a strategic alternative review process will be achieved; the terms, structure, benefits and costs of any strategic transaction; the timing of any strategic transaction and whether any strategic transaction will be consummated on the terms proposed or at all; the risk that the announcement or exploration of strategic alternatives could have an adverse effect on our ability to retain key personnel and maintain relationships with partners, suppliers, employees, shareholders and other business relationships; the risk of any unexpected costs or expenses resulting from the exploration of strategic alternatives; the risk of any litigation relating to the exploration of strategic alternatives or any strategic transaction; and other factors described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission.

We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact: Sam Ullrich   Media Contact: Breck Thomas-Ross
(502) 638-3906   (502) 636-4506
Sam.Ullrich@kyderby.com   Breck.ThomasRoss@kyderby.com


LOUISVILLE, Ky., Oct. 28, 2026 (GLOBE NEWSWIRE) — Churchill Downs Incorporated (“CDI” or “the Company”) (Nasdaq: CHDN) announced today the appointment of Michael Tucker to the Company’s Board of Directors. Mr. Tucker has more than 30 years of investment management experience and currently serves as the Founder and Managing Partner of Orvieto Partners, L.P.

Prior to founding Orvieto Partners, L.P. in 2021, Mr. Tucker held several roles as Partner and Portfolio Manager at PAR Capital Management, Andover Capital Advisors, LLC, and Standish Mellon Asset Management. Mr. Tucker is a CFA and holds a Master of Business Administration from the Carroll School of Management at Boston College and a Bachelor of Science in Finance from Providence College. Michael has over 30 years’ experience successfully investing in sports, entertainment, and leisure companies.

“We are pleased to welcome Michael Tucker to the Board of Directors,” said Alex Rankin, Chairman of the Board of Directors for CDI. “Michael brings deep investment experience, strong financial acumen and long-term perspective to our Board. His extensive knowledge of market dynamics and strategic capital allocation will be invaluable as CDI continues to evolve and grow.”

“I have long admired CDI’s disciplined approach to growth and value creation,” said Mr. Tucker. “I am honored to join the Board and look forward to contributing my experience and perspective to the continued success of the Company.”

Mr. Tucker was appointed as a Class II Director, and his term will expire with the other Class II Directors at the 2028 Annual Meeting of Shareholders of the Company. His appointment increases the CDI Board of Directors to eight members.

About Churchill Downs Incorporated

Churchill Downs Incorporated (“CDI”) (Nasdaq: CHDN) has created extraordinary entertainment experiences for over 150 years, beginning with the Company’s most iconic and enduring asset, Churchill Downs Racetrack, the home of the Kentucky Derby and premier races of the Thoroughbred Championship Series. Headquartered in Louisville, Kentucky, CDI has expanded through the acquisition, development, and operation of live and historical racing entertainment venues, the growth of the online wagering businesses, and the acquisition, development, and operation of regional casino gaming properties. https://www.churchilldownsincorporated.com/

This news release contains various “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “should,” “will,” “scheduled,” and similar words or similar expressions (or negative versions of such words or expressions), although some forward-looking statements are expressed differently.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from expectations include the following: the occurrence of extraordinary events, such as terrorist attacks, public health threats, civil unrest, and inclement weather, including as a result of climate change; the effect of economic conditions on our consumers’ confidence and discretionary spending or our access to credit, including the impact of inflation; changes in, or new interpretations of, applicable tax laws or rulings that could result in additional tax liabilities; the impact of any pandemics, epidemics, or outbreaks of infectious diseases, and related economic matters on our results of operations, financial conditions, and prospects; lack of confidence in the integrity of our core businesses or any deterioration in our reputation; negative shifts in public opinion regarding gambling that could result in increased regulation of, or new restrictions on, the gaming industry; loss of key or highly skilled personnel, as well as general disruptions in the labor market; the impact of significant competition, and the expectation that competition levels will increase; changes in consumer preferences, attendance, wagering, and sponsorships; risks associated with equity investments, strategic alliances and other third-party agreements; inability to respond to rapid technological changes in a timely manner; concentration and evolution of slot machine and historical racing machine manufacturing and other technology conditions that could impose additional costs; failure to enter into or maintain agreements with industry constituents, including horsemen and other racetracks; cybersecurity risk, including cybersecurity breaches, loss or misuse of our confidential information as a result of a breach including customers’ personal information, or IT system operational disruptions, could lead to government enforcement actions or other litigation; costs of compliance with increasingly complex laws and regulations regarding data privacy and protection of personal information; reliance on our technology services and catastrophic events, system failures, errors or defects disrupting our operations; inability to identify, complete, or fully realize the benefits of our proposed acquisitions, divestitures, development of new venues or the expansion of existing facilities on time, on budget, or as planned; difficulty in integrating recent or future acquisitions into our operations; cost overruns and other uncertainties associated with the development of new venues and the expansion of existing facilities; general risks related to real estate ownership and significant expenditures, including risks related to environmental liabilities; personal injury litigation related to injuries occurring at our racetracks; compliance with the Foreign Corrupt Practices Act or other similar laws and regulations, or applicable anti-money laundering regulations; payment-related risks, such as risk associated with fraudulent credit card or debit card use; work stoppages and labor problems; risks related to pending or future legal proceedings and other actions; highly regulated operations and changes in the regulatory environment could adversely affect our business; restrictions in our debt facilities limiting our flexibility to operate our business; failure to comply with the financial ratios and other covenants in our debt facilities and other indebtedness; increases to interest rates, disruption in the credit markets or changes to our credit ratings may adversely affect our business; increase in our insurance costs, or inability to obtain similar insurance coverage in the future, and any inability to recover under our insurance policies for damages sustained at our properties in the event of inclement weather and casualty events; whether the objective of a strategic alternative review process will be achieved; the terms, structure, benefits and costs of any strategic transaction; the timing of any strategic transaction and whether any strategic transaction will be consummated on the terms proposed or at all; the risk that the announcement or exploration of strategic alternatives could have an adverse effect on our ability to retain key personnel and maintain relationships with partners, suppliers, employees, shareholders and other business relationships; the risk of any unexpected costs or expenses resulting from the exploration of strategic alternatives; the risk of any litigation relating to the exploration of strategic alternatives or any strategic transaction; and other factors described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission.

We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact: Sam Ullrich Media Contact: Breck Thomas-Ross
(502) 638-3906 (502) 636-4506
Sam.Ullrich@kyderby.com Breck.ThomasRoss@kyderby.com

Reports Continued Double-Digit Year-Over-Year Volume Growth for Surgical Franchise

Delivers Wound Care Center Volume Growth Both Sequentially and Year-Over-Year

Obtained Favorable Federal Court Ruling in AXIOFILL® Regulatory Classification Matter During Quarter

Today Announced Patent License Agreement, Underscoring Strength of IP Portfolio

Management to Host Conference Call Today, October 28, 2026, at 4:30 PM ET

MARIETTA, Ga., Oct. 28, 2026 (GLOBE NEWSWIRE) — MiMedx Group, Inc. (Nasdaq: MDXG) (“MIMEDX” or the “Company”) today announced operating and financial results for the third quarter of 2026.

Joseph H. Capper, MIMEDX Chief Executive Officer, commented, “Our third quarter results reflect the progress we have made in reshaping MIMEDX into a Surgical-led company with a leaner cost structure that returned us to positive Adjusted EBITDA. Our Surgical franchise delivered mid-teens volume growth against a strong prior-year comparison and softer U.S. surgical procedure volumes. While a few discrete items dampened reported Surgical sales growth of 9% in the quarter, underlying demand remained strong across the portfolio, and Surgical now represents nearly two-thirds of our net sales.”

Mr. Capper continued, “As the Wound Care market works through a sluggish reset, we are beginning to see the anticipated signs of adjustment, including patient migration into Wound Care Centers, where MIMEDX unit volume grew 7% sequentially in the quarter. We continue to believe the market will ultimately favor established manufacturers that have scale and prioritize investment in robust clinical research. With our cost actions from earlier this year now fully reflected in our run rate, we delivered a significant sequential improvement in our GAAP net loss and a return to positive Adjusted EBITDA in the quarter.

“We are working diligently with the FTC to obtain HSR clearance and look forward to completing the acquisition of Sanara MedTech. As we prepare for the combination of the two companies, our conviction in both the strategic rationale and the financial merits of this transaction remains strong,” concluded Mr. Capper.

Third Quarter 2026 Results Discussion

Net Sales

MIMEDX reported net sales for the three months ended September 30, 2026 of $62 million, compared to $114 million for the three months ended September 30, 2025, a decrease of 45%. During the quarter, Surgical product sales increased 9% compared to the prior year period, led by sales of AMNIOFIX®, AMNIOEFFECT® and HELIOGEN®. These results were offset by a year-over-year decrease in Wound sales of 71%, despite continued sequential growth of sales to Wound Care Centers. The performance of the Wound business in the quarter continues to be negatively impacted by several Medicare reimbursement changes that went into effect on January 1, 2026.

Gross Profit and Margin

Gross profit for the three months ended September 30, 2026, was $50 million, compared to $95 million the prior year period. Gross margin for the three months ended September 30, 2026 was 80%, compared to 84% in the prior year period and 69% last quarter. The year-over-year decline in gross margin was driven primarily by the Medicare reimbursement rules negatively impacting the prices of our Wound products along with unfavorable product mix. However, the sequential improvement in gross margin highlights management’s efforts to remove costs from the business and implement manufacturing efficiencies.

Operating Expenses

Selling, general and administrative (“SG&A”) expenses for the three months ended September 30, 2026, were $58 million compared to $69 million for the three months ended September 30, 2025. The decrease in SG&A was driven primarily by lower expenses as a result of the cost reduction initiative announced in April as well as lower commissions on lower sales, partially offset by $6 million of incremental legal and strategic expenses associated with our ongoing litigation matters and other transaction costs incurred related to the proposed acquisition of Sanara.

Research and development (“R&D”) expenses for the three months ended September 30, 2026 and 2025, were $3 million and $4 million, respectively. R&D spend in the quarter reflects ongoing investments in the development of future products in our pipeline, including the costs associated with our two 510(k) submissions under review with the United States Food & Drug Administration, offset by the impact of our cost reduction initiative.

Net Income

Net loss for the three months ended September 30, 2026 was $9 million compared to net income of $17 million for the three months ended September 30, 2025.

Cash and Cash Equivalents

As of September 30, 2026, the Company had $121 million of cash and cash equivalents compared to $166 million as of December 31, 2025. Net cash increased $2 million compared to the second quarter 2026. During the quarter, the Company repaid the remaining $17 million term loan balance and ended the quarter with no debt outstanding.

Financial Outlook

For 2026, MIMEDX now expects 2026 net sales to be in a range of $250 to $260 million.

The Company expects Adjusted EBITDA for the fourth quarter to be sequentially higher than the third quarter.

Longer-term, the Company continues to expect to achieve annual net sales growth in the low double-digits as a percentage with an adjusted EBITDA margin above 20%.

The Company has not provided a reconciliation of its forward-looking Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP measures because it is unable to do so without unreasonable efforts. The Company cannot predict with reasonable certainty the timing or amount of items excluded from these measures, such as acquisition and transaction-related costs relating to the proposed Sanara acquisition, strategic legal and regulatory expenses, reorganization expenses, share-based compensation and income tax effects, which could be material to the Company’s GAAP results.

AXIOFILL

During the quarter, the Company announced that the U.S. District Court for the Northern District of Georgia issued a favorable ruling in the Company’s litigation challenging the U.S. Food and Drug Administration’s (“FDA”) regulatory classification of AXIOFILL, the Company’s human placental-derived extracellular matrix particulate product.

The Court vacated FDA’s determination that AXIOFILL is not a Section 361 HCT/P because it is more than minimally manipulated and FDA’s determination that AXIOFILL should be classified as a biological product rather than a medical device. The Court remanded both matters to FDA for further consideration consistent with its order.

Patent License Agreement

The Company also announced today that it has entered into a license agreement with a wound care competitor that resolves allegations of infringement of MIMEDX’s patents.

Under the agreement:

  • The licensee will pay MIMEDX a total of $25 million in five equal installments of $5 million.
  • The first installment has been received, and the four remaining installments will be paid annually on the anniversary of the signing date.
  • MIMEDX has granted the licensee a non-exclusive license to the covered patents.

Conference Call and Webcast

MIMEDX will host a conference call and webcast to review its third quarter 2026 results on Wednesday, October 28, 2026, beginning at 4:30 p.m., Eastern Time. The call can be accessed using the following information:

Webcast: Click here
U.S. Investors: 877-407-6184
International Investors: 201-389-0877
Conference ID: 13762954

A replay of the webcast will be available for approximately 30 days on the Company’s website at www.mimedx.com following the conclusion of the event.

Important Cautionary Statement

This press release includes forward-looking statements, including statements regarding (i) our 2026 and longer term financial goals and expectations for future financial results, including revenue, net sales growth and Adjusted EBITDA margin; (ii) any changes to underlying demand in the Wound segment; (iii) the impact of our restructuring and cost reduction initiatives, including expected cost savings, on our future profitability and growth; and (iv) the timing, completion and anticipated benefits of the proposed acquisition of Sanara, including the expected timing of closing, the receipt of required regulatory approvals, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act following the FTC’s Second Request, financing under the Hayfin commitment, anticipated ticking fees under the Hayfin commitment letter, potential termination fees payable to Sanara, and integration activities and expected synergies. Additional forward-looking statements may be identified by words such as “believe,” “expect,” “may,” “plan,” “goal,” “outlook,” “potential,” “will,” “preliminary,” and similar expressions, and are based on management’s current beliefs and expectations.

Forward-looking statements are subject to risks and uncertainties, and the Company cautions investors against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ from expectations include: (i) future sales are uncertain and are affected by competition, access to customers, patient access to healthcare providers, the new reimbursement environment, which introduced tighter coverage parameters, lower reimbursement levels in certain categories, and incremental administrative complexity for providers and many other factors; (ii) the Company may change its plans due to unforeseen or evolving circumstances and market response to the reimbursement rules; (iii) the results of scientific research are uncertain and may have little or no value; (iv) our ability to sell our products in other countries depends on a number of factors including adequate levels of reimbursement, market acceptance of novel therapies, and our ability to build and manage a direct sales force or third party distribution relationship; (v) the effectiveness of amniotic tissue as a therapy for particular indications or conditions is the subject of further scientific and clinical studies; (vi) we may alter the timing and amount of planned expenditures for research and development based on regulatory developments; (vii) Medicare spending rules; and (viii) changes in the size of the addressable market for our products; and (ix) risks relating to the proposed Sanara transaction, including the timing of closing, the outcome and timing of the FTC review and Second Request process, the risk that financing under the Hayfin commitment is not available when needed, the impact of ticking fees or termination fees, integration risks, the possibility that expected synergies are not realized as expected, and the possibility that the transaction is delayed or not completed. The Company describes additional risks and uncertainties in the Risk Factors section of its most recent annual report and quarterly reports filed with the Securities and Exchange Commission. Any forward-looking statements speak only as of the date of this press release and the Company assumes no obligation to update any forward-looking statement.

About MIMEDX

MIMEDX is a pioneer and leader focused on helping humans heal. With more than a decade and a half of helping clinicians manage chronic and other hard-to-heal wounds, MIMEDX is dedicated to providing a leading portfolio of products for applications in the wound care, burn, and surgical sectors of healthcare. The Company’s vision is to be the leading global provider of healing solutions through relentless innovation to restore quality of life. For additional information, please visit www.mimedx.com.

Contact:
Matt Notarianni
Investor Relations
470.304.7291
mnotarianni@mimedx.com

Selected Unaudited Financial Information

MiMedx Group, Inc.
Condensed Consolidated Balance Sheets
(in thousands) Unaudited
 
    September 30,
2026
  December 31,
2025
ASSETS            
Current assets:            
Cash and cash equivalents   $ 120,791     $ 166,121  
Accounts receivable, net     37,269       75,707  
Inventory     22,088       25,340  
Other current assets     7,085       10,303  
Total current assets     187,233       277,471  
Property and equipment, net     4,710       4,713  
Deferred tax asset, net     29,219       19,596  
Goodwill     19,441       19,441  
Intangible assets, net     11,120       14,158  
Other assets     12,829       7,274  
Total assets   $ 264,552     $ 342,653  
LIABILITIES AND STOCKHOLDERS’ EQUITY            
Current liabilities:            
Current portion of long term debt   $ —     $ 1,500  
Accounts payable     11,828       14,528  
Accrued compensation     15,246       31,065  
Accrued expenses     12,768       11,383  
Other current liabilities     3,189       5,790  
Total current liabilities     43,031       64,266  
Long term debt, net     —       16,467  
Other liabilities     10,439       5,372  
Total liabilities     53,470       86,105  
Total stockholders’ equity     211,082       256,548  
Total liabilities and stockholders’ equity   $ 264,552     $ 342,653  

MiMedx Group, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts) Unaudited
 
    Three Months Ended September 30,   Nine Months Ended September 30,
      2026       2025       2026       2025  
Net sales   $ 62,283     $ 113,725     $ 185,636     $ 300,535  
Cost of sales     12,581       18,719       49,929       53,958  
Gross profit     49,702       95,006       135,707       246,577  
                 
Operating expenses:                
Selling, general and administrative     58,313       69,001       171,323       193,121  
Research and development     2,796       3,703       9,712       10,336  
Amortization of intangible assets     295       112       887       310  
Operating (loss) income     (11,702 )     22,190       (46,215 )     42,810  
                 
Other income (expense), net                
Interest income, net     776       785       2,449       2,029  
Other expense, net     (136 )     (126 )     (407 )     (372 )
(Loss) income before income tax     (11,062 )     22,849       (44,173 )     44,467  
Income tax benefit (provision)     2,379       (6,101 )     9,790       (11,080 )
Net (loss) income   $ (8,683 )   $ 16,748     $ (34,383 )   $ 33,387  
                 
Basic net (loss) income per common share   $ (0.06 )   $ 0.11     $ (0.23 )   $ 0.23  
Diluted net (loss) income per common share   $ (0.06 )   $ 0.11     $ (0.23 )   $ 0.22  
                 
Weighted average common shares outstanding – basic     145,865,259       148,035,283       147,359,552       147,692,441  
Weighted average common shares outstanding – diluted     145,865,259       149,713,653       147,359,552       149,579,861  

MiMedx Group, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands) Unaudited
 
    Nine Months Ended September 30,
      2026       2025  
Net cash flows (used in) provided by operating activities     (4,217 )     49,047  
Net cash flows used in investing activities     (6,470 )     (6,551 )
Net cash flows used in financing activities     (34,643 )     (4,829 )
Net change in cash   $ (45,330 )   $ 37,667  


Reconciliation of Non-GAAP Measures

In addition to our GAAP results, we provide certain non-GAAP measures including Adjusted EBITDA and related margins, Free Cash Flow, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Net Income, and Adjusted Earnings Per Share (“Adjusted EPS”). We believe that the presentation of these measures provides important supplemental information to management and investors regarding our performance. These measures are not a substitute for GAAP measures. Company management uses these non-GAAP measures as aids in monitoring our ongoing financial performance from quarter-to-quarter and year-to-year on a regular basis and for benchmarking against comparable companies.

These non-GAAP financial measures reflect the exclusion of the following items:

  • Share-based compensation – expense recognized related to awards to employees and our board of directors issued pursuant to our share-based compensation plans. This expense is reflected amongst cost of sales, research and development expense, and selling, general, and administrative expense in the unaudited condensed consolidated statements of operations.
  • Amortization of acquired intangible assets – reflects amortization expense recognized solely related to assets which were acquired as part of a transaction. These expenses are generally reflected in cost of sales in our unaudited condensed consolidated statements of operations.
  • Acquisition and other transaction-related costs – reflects expenses incrementally incurred resulting from the consummation of material strategic transactions or the integration of acquired assets or operations into our core business. In the third quarter of 2026, this primarily reflected expenses relating to our proposed acquisition of Sanara. These expenses are generally reflected in selling, general and administrative expense and other expense, net in our unaudited condensed consolidated statements of operations.
  • Strategic legal and regulatory expenses – relates to litigation and regulatory expenses deemed strategically important to our operations. Litigation expenses primarily relate to legal fees incurred and relate to suits filed against former employees and their employers for violation of non-compete and non-solicitation agreements and certain patent infringement matters. Regulatory expenses relate to legal fees incurred stemming from action taken against the United States Food & Drug Administration (“FDA”) surrounding the designation of one of our products. These expenses are generally reflected in selling, general and administrative expense in our unaudited condensed consolidated statements of operations.
  • Reorganization expense – expenses incurred toward the realignment of our operating strategy. These expenses relate to severance expenses related to certain executive leaders and other employment actions, including the implementation of our cost reduction initiative during the second quarter of 2026. These expenses are reflected as a component of cost of sales, selling, general and administrative expense, and research and development expense in the unaudited condensed consolidated statements of operations.
  • Strategic software implementation costs – incremental expenses incurred toward the implementation of software as a service arrangements which are not capitalizable under GAAP and are determined to be material to the Company’s operations. These expenses are reflected in the caption of the unaudited condensed consolidated statements of operations which is commensurate with the intended use of the software. For the quarter ended September 30, 2026, this is primarily cost of sales.
  • Long-term effective income tax rate adjustment – for purposes of calculating Adjusted Net Income and Adjusted Earnings Per Share, reflects our expectation of a long-term effective tax rate, which is normalized and balance sheet-agnostic. Actual tax expense will be based on GAAP earnings, and may differ from the expected long-term effective tax rate due to a variety of factors, including the tax treatment of various transactions included in GAAP net income and other reconciling items that are excluded in determining Adjusted Net Income and Adjusted EPS. The actual long-term normalized effective tax rate was 25% for each of the quarters ended September 30, 2026 and 2025.

Adjusted EBITDA and Adjusted EBITDA margin

Adjusted EBITDA consists of GAAP net (loss) income excluding (i) strategic legal and regulatory expenses, (ii) acquisition and other transaction-related costs, (iii) share-based compensation expense, (iv) amortization of intangible assets, (v) depreciation expense, (vi) strategic software implementation costs, (vii) reorganization expense, (viii) interest income, net, and (ix) income tax provision (benefit).

Please refer to the tables below for reconciliation to GAAP net income.

    Three Months Ended September 30,   Nine Months Ended September 30,
      2026       2025       2026       2025  
Net (loss) income   $ (8,683 )   $ 16,748     $ (34,383 )   $ 33,387  
Non-GAAP Adjustments:                
Strategic legal and regulatory expenses     5,688       2,515       14,117       6,691  
Acquisition and other transaction-related costs     3,288       159       3,435       799  
Share-based compensation expense     3,204       4,920       2,410       13,933  
Amortization of intangible assets     1,094       4,719       3,274       9,969  
Depreciation expense     370       573       1,336       1,692  
Strategic software implementation costs     250       —       604       —  
Reorganization expense     10       —       3,825       826  
Interest income, net     (776 )     (785 )     (2,449 )     (2,029 )
Income tax (benefit) provision     (2,379 )     6,101       (9,790 )     11,080  
Adjusted EBITDA   $ 2,066     $ 34,950     $ (17,621 )   $ 76,348  
 Adjusted EBITDA margin     3.3 %     30.7 %     (9.5
)%
    25.4 %


Adjusted Net Income (Loss)

Adjusted Net Income (Loss) provides a view of our operating performance, exclusive of certain items which are non-recurring or not reflective of our core operations.

Adjusted Net Income (Loss) is defined as GAAP net (loss) income plus (i) strategic legal and regulatory expenses, (ii) acquisition and other transaction-related expenses, (iii) amortization of acquired intangible assets, (iv) strategic software implementation costs, (v) loss on extinguishment of debt, (vi) reorganization expense, and (vii) long-term effective income tax rate adjustment.

A reconciliation of GAAP net income to Adjusted Net Income (Loss) appears in the table below (in thousands):

    Three Months Ended September 30,   Nine Months Ended September 30,
      2026       2025       2026       2025  
Net (loss) income   $ (8,683 )   $ 16,748     $ (34,383 )   $ 33,387  
Strategic legal and regulatory expenses     5,688       2,515       14,117       6,691  
Acquisition and other transaction-related costs     3,288       159       3,435       799  
Amortization of acquired intangible assets     826       4,615       2,475       9,667  
Strategic software implementation costs     250       —       604       —  
Loss on extinguishment of debt     43       —       43       —  
Reorganization expenses     10       —       3,825       826  
Long-term effective income tax rate adjustment     (2,140 )     (1,433 )     (4,872 )     (4,532 )
Adjusted net (loss) income   $ (718 )   $ 22,604     $ (14,756 )   $ 46,838  

A reconciliation of various line items included in our GAAP unaudited condensed consolidated statements of operations to Adjusted Net Income (Loss) for the three months ended September 30, 2026 and 2025 are presented in the tables below (in thousands):

    Three Months Ended September 30, 2026
    Gross Profit   Selling, General & Administrative Expense   Research and Development Expense   Net Loss
Reported GAAP Measure   $ 49,702     $ 58,313     $ 2,796     $ (8,683 )
Strategic legal and regulatory expenses     —       (5,688 )     —       5,688  
Acquisition and other transaction-related costs     —       (3,282 )     —       3,288  
Amortization of acquired intangible assets     799       —       —       826  
Strategic software implementation costs     250       —       —       250  
Loss on extinguishment of debt     —       —       —       43  
Reorganization expenses     —       (10 )     —       10  
Long-term effective income tax rate adjustment     —       —       —       (2,140 )
Non-GAAP Measure   $ 50,751     $ 49,333     $ 2,796     $ (718 )

    Three months ended September 30, 2025
    Gross Profit   Selling, General & Administrative Expense   Research and Development Expense   Net Income
Reported GAAP Measure   $ 95,006     $ 69,001     $ 3,703     $ 16,748  
Amortization of acquired intangible assets     4,607       —       —       4,615  
Strategic legal and regulatory expenses     —       (2,515 )     —       2,515  
Acquisition and other transaction-related costs     —       (124 )     —       159  
Reorganization expense     —       —       —       —  
Long-term effective income tax rate adjustment     —       —       —       (1,433 )
Non-GAAP Measure   $ 99,613     $ 66,362     $ 3,703     $ 22,604  

    Nine Months Ended September 30, 2026
    Gross Profit   Selling, General & Administrative Expense   Research and Development Expense   Net Income
Reported GAAP Measure   $ 135,707     $ 171,323     $ 9,712     $ (34,383 )
Strategic legal and regulatory expenses     —       (14,117 )     —       14,117  
Acquisition and other transaction-related costs     —       (3,398 )     —       3,435  
Amortization of acquired intangible assets     2,398       —       —       2,475  
Strategic software implementation costs     604       —       —       604  
Loss on extinguishment of debt     —       —       —       43  
Reorganization expenses     1,901       (1,818 )     (106 )     3,825  
Long-term effective income tax rate adjustment     —       —       —       (4,872 )
Non-GAAP Measure     140,610     $ 151,990     $ 9,606     $ (14,756 )

    Nine Months Ended September 30, 2025
    Gross Profit   Selling, General & Administrative Expense   Research and Development Expense   Net Income
Reported GAAP Measure   $ 246,577     $ 193,121     $ 10,336     $ 33,387  
Amortization of acquired intangibles     9,659       —       —       9,667  
Strategic legal and regulatory expenses     —       (6,691 )     —       6,691  
Acquisition and other transaction-related costs     —       (689 )     —       799  
Reorganization expense     —       (826 )     —       826  
Long-term effective income tax rate adjustment     —       —       —       (4,532 )
Non-GAAP Measure   $ 256,236     $ 184,915     $ 10,336     $ 46,838  


Adjusted Earnings Per Share

Adjusted Earnings Per Share is intended to provide a normalized view of earnings per share by removing items that may be irregular, one-time, or non-recurring from net income. This enables us to identify underlying trends in our business that could otherwise be masked by such items. Adjusted Earnings Per Share consists of GAAP diluted net (loss) income per common share adjusted for (i) strategic legal and regulatory expenses, (ii) acquisition and other transaction-related expenses, (iii) amortization of acquired intangible assets, (iv) strategic software implementation costs, (v) loss on extinguishment of debt, (vi) reorganization expense, and (vii) long-term effective income tax rate adjustment.

A reconciliation of GAAP diluted earnings per share to Adjusted Earnings Per Share appears in the table below (per diluted share):

    Three Months Ended September 30,   Nine Months Ended September 30,
      2026       2025       2026       2025  
GAAP net (loss) income per common share – diluted   $ (0.06 )   $ 0.11     $ (0.23 )   $ 0.22  
Strategic legal and regulatory expenses     0.04       0.02       0.09       0.04  
Acquisition and other transaction-related costs     0.02       0.00       0.02       0.01  
Amortization of acquired intangible assets     0.01       0.03       0.02       0.06  
Strategic software implementation costs     0.00       0.00       0.00       0.00  
Reorganization expense     0.00       0.00       0.03       0.01  
Long-term effective income tax rate adjustment     (0.02 )     (0.01 )     (0.03 )     (0.03 )
Adjusted Earnings Per Share     (0.01 )     0.15       (0.10 )     0.31  
Weighted average common shares outstanding – adjusted (in millions)     145.9       149.7       147.4       149.6  


Free Cash Flow

Free Cash Flow is intended to provide a measure of our ability to generate cash in excess of capital investments. It provides management with a view of cash flows which can be used to finance operational and strategic investments.

Free Cash Flow is defined as net cash provided by operating activities less capital expenditures, including purchases of equipment.

A reconciliation of GAAP net cash flows provided by operating activities to Free Cash Flow appears in the table below (in thousands):

    Three Months Ended September 30, Nine Months Ended September 30,
      2026       2025       2026       2025  
Net cash flows provided by operating activities   $ 3,919     $ 29,329     $ (4,217 )   $ 49,047  
Capital expenditures, including purchases of equipment     (166 )     (192 )     (1,334 )     (748 )
Free Cash Flow   $ 3,753     $ 29,137     $ (5,551 )   $ 48,299  


Other Information

Net Sales by Product Category by Quarter

Below is a summary of net sales by product category (in thousands):

    Three Months Ended September 30,   Nine Months Ended September 30,
      2026       2025       2026       2025  
Surgical   $ 39,960     $ 36,627     $ 115,631     $ 102,888  
Wound     22,323       77,098       70,005       197,647  
Net sales   $ 62,283     $ 113,725     $ 185,636     $ 300,535  

Stockholders approved the conversion of the preferred stock issued in the June 2026 acquisition of Azora Therapeutics

Azora’s common stock to begin trading on Nasdaq under the ticker symbol “AZR”

New executive leadership team with deep experience spanning drug development and clinical expertise in AhR biology and inflammatory bowel disease

Phase 1 clinical trial initiation of AT177 expected in the first half of 2027

LOS ANGELES, Oct. 28, 2026 (GLOBE NEWSWIRE) — Adial Pharmaceuticals, Inc. (NASDAQ: ADIL), a biopharmaceutical company developing treatments for serious inflammatory diseases, today announced that it has changed its corporate name to Azora Therapeutics, Inc. The company’s common stock is expected to commence trading on The Nasdaq Capital Market under the new ticker symbol “AZR” on October 29, 2026. Azora has also launched a new corporate website at www.AzoraTherapeutics.com.

On October 28, 2026, stockholders approved the conversion of the Company’s Series A preferred stock issued in connection with the June 2026 acquisition of Azora Therapeutics. As a result, outstanding shares of the Company’s Series A preferred stock will automatically convert into common stock, subject to certain beneficial ownership limitations set by each holder.

“This milestone marks a new phase of growth and value creation for Azora as we rapidly advance our oral, colon-targeted AhR agonist candidate into the clinic for ulcerative colitis,” said Matt Davidson, Ph.D., co-founder and newly appointed President and Chief Executive Officer of Azora Therapeutics. “Founded on discoveries from direct patient experience, Azora is pioneering an innovative approach to restoring intestinal health for people living with ulcerative colitis. Through precise activation of the AhR pathway, AT177 targets a mechanism recognized as an important regulator of immune function and intestinal barrier integrity in inflammatory bowel disease. With the capital, team and infrastructure in place, we believe to be well positioned to advance AT177 into the clinic in 2027 with the goal of unlocking the therapeutic potential of AhR agonism.”

Azora’s lead asset is AT177, an oral, proprietary, colon-targeted aryl hydrocarbon receptor (AhR) agonist designed to deliver localized therapeutic activity in the colon while mitigating systemic exposure through a highly selective and differentiated approach. AT177 is in development for the treatment of ulcerative colitis (UC), a chronic inflammatory disease that occurs when the intestinal barrier and immune regulation break down. Azora expects to advance AT177 into a Phase 1 clinical trial in the first half of 2027.

“Azora exists because people living with ulcerative colitis deserve to have better therapeutic options than those available today,” said Julie Saiki, Ph.D., co-founder and newly appointed Chief Strategy Officer of Azora Therapeutics. “Current treatments have an efficacy ceiling, fail to achieve remission in many patients, and have safety tradeoffs that can lead to inadequate care and long-term complications. AT177 was engineered to precisely activate the AhR, a key regulator of gut homeostasis, while maintaining limited systemic exposure. We believe our approach offers the potential to combine deep biological insights with a targeted drug design strategy to close the gaps that current therapies cannot address.”

Concurrent with the closing of the merger in June, the Company completed the initial closing of a private placement financing, which provided approximately $32 million of gross proceeds, including the conversion and retirement of certain outstanding Azora notes. The financing was led by Coastlands Capital with participation from Boxer Capital Management, Stonepine Capital Management, AuGC BioFund, Kern Capital, and other biotech specialists and institutional investors, as well as insiders and management. Stockholders also approved the exercise of the prefunded warrants sold in the concurrent private placement. Following these transactions, Azora’s current cash and cash equivalents are expected to fund current operational plans into 2028, including IND-enabling studies and the initiation of the Phase 1 clinical trial in UC. Under the terms of the financing, Azora has the potential to receive an additional $32 million in gross proceeds in connection with the initiation of the Phase 1 clinical study.

Executive Leadership Team

Azora Therapeutics was co-founded by Julie Saiki, Ph.D., an ulcerative colitis patient herself who found relief through AhR activation with the uncontrolled botanical indigo naturalis, and Matt Davidson, Ph.D., who invented a treatment for a viral skin condition he had himself and developed it into a controlled-drug leading to FDA approval. Joining the executive team are biotech veterans, physician-scientists and seasoned drug developers.

Effective today, the Company has appointed a new executive leadership team as follows:

  • Matt Davidson, Ph.D., President and Chief Executive Officer, co-founded Azora Therapeutics out of Stanford University’s SPARK translational medicine program. Previously, he was founder and Chief Executive Officer of Verrica Pharmaceuticals, where he developed the core technology and led the company into Phase 3 trials resulting in the FDA approval of YCANTH® (cantharidin), the first approved treatment for molluscum contagiosum.
  • Julie Saiki, Ph.D., Chief Strategy Officer, co-founded Azora Therapeutics after leading the Stanford Phase 1b study that established clinical evidence that AhR activation could treat ulcerative colitis, providing the scientific foundation for AT177. Prior to launching Azora, she advised pharmaceutical and biotechnology companies on strategy and operations as a consultant at McKinsey & Company.
  • Celia Economides, Chief Financial Officer, has more than 20 years of biopharmaceutical finance leadership across public and private companies. She most recently served as Chief Financial and Business Officer of CellCentric, Chief Financial Officer of Gritstone bio and previously held senior roles at Kezar Life Sciences, Aurinia Pharmaceuticals, and BioMarin Pharmaceutical, following BioMarin’s acquisition of Prosensa.
  • David Rubenstein, M.D., Ph.D., Chief Scientist, is a physician-scientist who led the development of the first FDA-approved AhR agonist, tapinarof, as Chief Scientific Officer of Dermavant Sciences. He has previously held senior roles focused on preclinical development at Stiefel and GSK.
  • Ajay Duggal, MBChB, MRCP, DPM, Consulting Chief Medical Officer, leads clinical strategy for AT177. He has previously held senior roles at Bristol Myers Squibb, Pfizer, Genzyme and Takeda, where as Vice President and Global Therapeutic Area Head for General Medicine, he led the mid- and late-stage development pipeline across a range of inflammatory and immunological indications, including IBD.

About AT177
AT177 is a fully synthetic, patented, oral AhR agonist designed to restore mucosal immune homeostasis at the site of disease with minimal systemic exposure. AT177 is a prodrug of the active ingredient, indirubin, a potent AhR agonist derived from indigo naturalis, a botanical extract that has been evaluated in clinical studies in patients with ulcerative colitis but has not been approved by the U.S. Food and Drug Administration. AT177’s colon-targeted formulation delivers therapeutic AhR engagement directly to the colonic mucosa with the goal of minimizing the systemic AhR exposure associated with adverse effects. In preclinical studies, AT177 demonstrated robust local colonic AhR activation with markedly limited systemic exposure. AT177 is currently in IND-enabling studies, with a Phase 1 clinical trial planned for the first half of 2027.

About Azora Therapeutics
Azora Therapeutics Inc. is a biopharmaceutical company focused on developing treatments for serious inflammatory diseases. The company was spun out of Stanford University after being incubated in the translational medicine SPARK program. Azora owns the worldwide royalty-free rights to its technology, which is based on the development of potential best-in-class oral agonists of the aryl hydrocarbon receptor. Azora’s lead program is AT177, a proprietary colon-targeted aryl hydrocarbon receptor (AhR) agonist designed to enable localized activation with limited systemic exposure in development for ulcerative colitis. More information on Azora can be found on the company’s website at www.AzoraTherapeutics.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and may be identified by words such as “anticipate,” “believe,” “expect,” “intend,” “plan,” “may,” “will,” “would,” “could,” “should,” “estimate,” “potential,” “target,” “goal,” “on track” and similar expressions, although not all forward-looking statements contain these words. These statements include, but are not limited to, statements regarding:  the change of the Company’s corporate name to Azora Therapeutics, Inc.; the anticipated commencement of trading of Azora’s common stock on The Nasdaq Capital Market under the ticker symbol “AZR” and its timing; the Company’s expectations regarding its pipeline and development plans, including submitting an investigational new drug application; rapidly advancing AT177 into the clinic and the expected timing and initiation of the Phase 1 clinical trial of AT177 in ulcerative colitis; the potential to receive an additional $32 million; and the potential of Azora’s approach to address gaps that current therapies cannot address.

Forward-looking statements are based on management’s current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, among others, risks related to clinical development and the conduct, timing and results of clinical trials; the Company’s need for additional financing; its limited operating history and history of operating losses; risks related to the integration of Azora; the Company’s ability to satisfy applicable Nasdaq listing requirements and to maintain the listing of its common stock; and the other risks and uncertainties described under the headings “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q and amendments thereto, and its definitive proxy statement filed with the SEC on August 24, 2026, as well as in the Company’s subsequent filings. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required by law.

Media Contact:
Ashley Biladeau
Inizio Evoke Comms
Ashley.Biladeau@inizioevoke.com

Investor Contact:
Mike Moyer
LifeSci Advisors, LLC
mmoyer@lifesciadvisors.com  

2026 EPS Guidance Range of $1.70-$1.80 Maintained

BOCA RATON, Fla., Oct. 28, 2026 (GLOBE NEWSWIRE) — NewtekOne, Inc. (the “Company”) (Nasdaq: NEWT) reports its financial and operating results for the three months ended September 30, 2026.

Financial Highlights for the three months ended September 30, 2026:

  • For the three months ended September 30, 2026 (“3Q26”), basic and diluted earnings per share (“EPS”) were $0.34 and $0.34 vs. $0.68 and $0.67, respectively, for the three months ended September 30, 2025 (“3Q25”).
  • Book value per common share ended 3Q26 at $12.80, up Y/Y and Q/Q by 9.2% and 1.3%, respectively.
  • Tangible book value per common share1 ended 3Q26 at $12.30, up Y/Y and Q/Q by 9.6% and 1.4%, respectively.
  • The efficiency ratio1 was 58.7% for 3Q26 compared to 56.3% for 3Q25.
  • Return on average assets (“ROAA”)1 was 1.30% for 3Q26 compared to 3.14% for 3Q25.
  • Return on average equity (“ROAE”)1 was 9.2% for 3Q26 compared to 20.4% for 3Q25.
  • Return on average tangible common equity (“ROTCE”)1 was 10.8% for 3Q26 compared to 24.0% for 3Q25.

Selected Balance Sheet and Other Highlights for 3Q26

  • Non-affiliate business deposits at Newtek Bank, N.A. (the “Bank”) increased $13 million, or 4% Q/Q, and $109 million, or 48% Y/Y, while core consumer deposits grew $231 million, or 13% Q/Q, and $1.1 billion, or 126% Y/Y.
  • Since the acquisition of the Bank in early 2023, roughly 62% of Newtek Bank’s business lending clients have opened a business deposit account.
  • Insured deposits comprised 79% of deposits as of September 30, 2026.
  • Originated $75 million of C&I LA Loans in 3Q26 compared to $104 million in 3Q25.
  • Originated $215 million of SBA 7(a) loans in 3Q26 compared to $187 million in 3Q25.
  • Originated $45 million of SBA 504 loans in 3Q26 compared to $28 million in 3Q25.
  • Originated $28 million and $23 million of CRE and C&I loans HFI in 3Q26 compared to $18 million and $19 million in 3Q25.

Post 3Q26 Events

  • On October 1, 2026, the Company paid a dividend on the Company’s outstanding Series B Preferred in the amount of $21.25 per Preferred Share, or $0.53125 per depositary share, which is equivalent to 1/40th of the dividend on the Preferred Shares.
  • On October 1, 2026, the Company paid a quarterly cash dividend of $0.19 per share on its outstanding common shares.

Commenting on quarterly operating results, Barry Sloane, CEO, President, and Chairman, said, “We reported 3Q26 basic and diluted EPS of $0.34 and are comfortable with our previously issued 2026 EPS guidance range of $1.70-$1.80. We were pleased to see momentum from the first half of 2026 continue into the third quarter. Deposit balances more than doubled on a year-over-year basis, increasing by $1.3 billion to end 3Q26 at $2.5 billion,while the number of Newtek Bank deposit accounts exceeded 47,000 accounts compared to roughly 21,800 accounts at the end of 3Q25 and approximately 1,500 deposit accounts when we acquired the Bank in January 2023. We believe both consumer and business deposit customers are attracted to Newtek Bank because of the value we are delivering to them through attractive rates of interest, no fees, frictionless digital account opening, and on-demand, on-camera support from human beings in the United States 24/7/365; Newtek Bank business customers also get access to our online business portal, The Newtek Advantage®, to help them manage their businesses more effectively and efficiently. Both NewtekOne and Newtek Bank are highly rated by Trustpilot with 4.9 stars and 4.5 stars out of 5.0, respectively, while the Bank’s rating of four stars on depositaccounts.com compares favorably to ratings of less than two stars for several of the largest banks in the U.S.

“The deposit gathering engine is crucial to fund the loan growth we are generating. For the first nine months of 2026, funded loans totaled approximately $1.2 billion, up roughly 12% compared to the $1.1 billion for the first nine months of 2025; SBA 7(a) and longer-amortizing C&I (“C&I LA”) loan originations comprised 56% and 20%, respectively, of year-to-date (“YTD”) originations. Loans on balance sheet ended 3Q26 at over $2.7 billion, up 46% compared to $1.9 billion for 3Q25. Importantly, for the Small Business Administration’s (“SBA”) fiscal year ending September 30, 2026, we reestablished ourselves as the top originator of SBA 7(a) loans, ranking number one by loan approval count and number two by dollars of loan approvals, which shows that our commitment to and relationship with the independent business owner community continues to flourish. One more item to note on the topic of loans: we anticipate bringing a securitization backed by C&I LA loans to market in the first quarter of 2027, which would represent our fifth securitization backed by C&I LA loans and our 18th overall. Importantly, none of the previous 17 securitizations have been downgraded or been put on credit watch.

“As we discussed on our second quarter 2026 conference call, we are holding more guaranteed portions of SBA 7(a) loans on our balance sheet than we have in the past, which is having the anticipated effect of generating net interest income growth and transitioning the mix of revenue away from gain on sale income to recurring net interest income. 3Q26 net interest income of $19 million climbed 26% Q/Q and 30% Y/Y. Net interest income for the first nine months of 2026 increased 20% over the first nine months of 2025 and comprised nearly 23.5% of YTD revenue compared to 20.1% for the first nine months of 2025.

“Since acquiring the Bank in early 2023, we have consistently maintained a healthy pace of balance sheet growth, but because we built the Company’s operating infrastructure to scale, the pace of operating expense growth has been more moderate, allowing us to capture operating leverage with loan and deposit growth and to demonstrate attractive operating efficiency. Relative to 3Q25, 3Q26 operating expenses were flat against asset growth of 47%; YTD operating expense growth was roughly 4%. We continue to be pleased with our operating efficiency ratio, which came in at 58.7% for 3Q26 and 59.8% for the first nine months of 2026.  

“Our operating model’s ability to capture operating leverage is rooted in the technology we have developed and integrated over the last 28 years. NewtekOne was founded in 1998 to provide independent business owners in the United States with business and financial solutions to help them grow revenue, reduce costs, and reduce risk. Today, we are capable of offering our independent business owner clients five fully digital solutions without the use of traditional bankers, brokers, or business development officers through one integrated platform, and we aim to deliver those solutions in an efficient, frictionless manner. Instead of having to chase down a relationship manager or go into a branch, NewtekOne’s customers can easily reach our customer service representatives who are on-demand and on-camera 24/7/365 and based in the United States. And because we built and own the integrated platform with our patented NewTracker® operating system at the center of the platform, it is constantly evolving to enhance the customer experience.

“In the last quarter alone, we launched the automated integration of a comprehensive offering of insurance products into our loan origination platform, which provides borrowers with instant access to bindable quotes on lender-compliant insurance policies, thereby satisfying loan closing requirements and enabling an expedited loan closing process. Using data submitted in the loan application, borrower applicants are automatically presented with an offering of an insurance package that includes key person life insurance policies of up to $3 million, assigned to the loan, as well as flood insurance coverage, where applicable, and property & casualty insurance. We also expanded our client service platform to include Glia, which adds advanced digital engagement and artificial intelligence to NewtekOne’s highly rated 24/7/365 client support model to make that support model substantially more informed and effective. In addition, we broadened the digital ecosystem available to our clients by expanding connectivity between Newtek Bank accounts and the accounting and business applications independent business owners rely on to manage their businesses. Lastly, we added to our real time payments platform with Zelle® for eligible small business banking clients.

“Almost four years ago, we converted to a bank holding company to round out the ecosystem we developed for our target customers: independent business owners. We are extremely proud of having built a technologically enabled bank with a business model that is unlike 99% of the banking industry. Our operating model emphasizes digital account opening, an automated, frictionless loan origination platform, automated lead generation, little-to-no cost of customer acquisition, real time payments/money movement, wider lending margins, and a proprietary, internally-developed technology stack highlighted by the patented NewTracker® operating system and the patent-pending Newtek Advantage® online business portal.”

Mr. Sloane concluded, “We believe there is tremendous value in the platform we have built and the technology we have developed, and we believe that value is not currently reflected in our market capitalization. In fact, we believe that the proposed $340 million acquisition of Bluevine Inc. by Valley National Bancorp, which was announced at the end of September, is one example of value being ascribed to a fully digital platform of business and financial solutions for the independent business owner community. We are working hard to have NewtekOne’s value properly recognized and exploring all strategic alternatives intended to help the market better recognize that value.”

Third Quarter 2026 Conference Call and Webcast

A conference call to discuss the third quarter 2026 financial and operating results will be hosted by Barry Sloane, Chief Executive Officer, President and Chairman, and Frank M. DeMaria, Chief Financial Officer, today, Wednesday, October 28, 2026, at 4:30 p.m. ET.

Please note, to attend the conference call or webcast, participants should register online at NewtekOne, Inc. Third Quarter 2026 Financial Results Conference Call. To receive a dial-in number, participants are requested to register at a minimum 15 minutes before the start of the call. The corresponding presentation will be available in the ‘Events & Presentations’ section of the Investor Relations portion of NewtekOne’s website at NewtekOne, Inc. Third Quarter 2026 Financial Results Conference Call. A replay of the call with the corresponding presentation will be available on NewtekOne’s website shortly following the live presentation and will be available for a period of one year.

Note Regarding Dividend Payments

Amount and timing of dividends, if any, remain subject to the discretion of the Company’s Board of Directors.

About NewtekOne, Inc.

NewtekOne®, Your Business Solutions Company®, is a financial holding company, which along with its bank and non-bank consolidated subsidiaries (collectively, “NewtekOne”), provides a wide range of business and financial solutions under the Newtek® brand to independent business owners. Since 1999, NewtekOne has provided state-of-the-art, cost-efficient products and services and efficient business strategies to independent business owners across all 50 states to help them grow their sales, control their expenses, and reduce their risk.

NewtekOne’s and its subsidiaries’ business and financial solutions include: banking (Newtek Bank, N.A.), Business Lending, SBA Lending Solutions, Electronic Payment Processing, Accounts Receivable Financing & Inventory Financing, Insurance Solutions and Payroll and Benefits Solutions. In addition, NewtekOne offers its clients the Technology Solutions (Cloud Computing, Data Backup, Storage and Retrieval, IT Consulting and Web Services) provided by Intelligent Protection Management Corp. (IPM.com)

Newtek®, NewtekOne®, Newtek Bank®, National Association, Your Business Solutions Company®, One Solution for All Your Business Needs® and Newtek Advantage® are registered trademarks of NewtekOne, Inc.

Note Regarding Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the rules and regulations of the Private Securities Litigation and Reform Act of 1995. Information regarding the Company’s assets under supervision, capital ratios, risk-weighted assets, supplementary leverage ratio and balance sheet data consists of preliminary estimates and are subject to change with our filings with regulatory agencies and the filing of the Company’s Form 10-Q for the period ended September 30, 2026. These statements and other forward-looking statements herein are based on the current beliefs and expectations of NewtekOne’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. See “Note Regarding Forward-Looking Statements” and the sections entitled “Risk Factors” in our filings with the Securities and Exchange Commission which are available on NewtekOne’s website (https://investor.newtekbusinessservices.com/sec-filings) and on the Securities and Exchange Commission’s website (www.sec.gov). Any forward-looking statements made by or on behalf of NewtekOne speak only as to the date they are made, and NewtekOne does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.

SOURCE: NewtekOne, Inc.

Investor Relations & Public Relations
Contact: Bryce Rowe
Telephone: (212) 273-8292 / browe@newtekone.com

 
NEWTEKONE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In Thousands, except for Per Share Data)
  September 30, 2026   December 31, 2025
  (unaudited)    
ASSETS      
Cash and due from banks $ 3,785     $ 4,196  
Restricted cash (amounts related to VIEs of $6.3 million and $6.3 million, respectively)   23,172       26,477  
Interest bearing deposits in banks   277,506       279,618  
Total cash and cash equivalents   304,463       310,291  
Debt securities available-for-sale, at fair value   7,448       16,829  
Loans held for sale, at fair value   654,265       971,837  
Loans held for sale, at LCM   18,194       26,532  
Loans held for investment, at fair value (amounts related to VIEs of $166.7 million and $198.4 million, respectively)   823,742       281,198  
Loans held for investment, at amortized cost, net of deferred fees and costs   1,309,278       896,689  
Allowance for credit losses   (57,052 )     (45,226 )
Loans held for investment, at amortized cost, net   1,252,226       851,463  
Federal Home Loan Bank and Federal Reserve Bank stock   4,468       4,234  
Settlement receivable   —       438  
Residuals in securitizations, at fair value   205,501       76,701  
Joint ventures and other non-control investments, at fair value (cost of $36,294 and $36,692), respectively   43,166       47,719  
Goodwill and intangibles   14,493       14,597  
Right of use assets   2,463       2,790  
Deferred tax asset, net   14,054       —  
Servicing assets, at fair value   14,811       15,358  
Servicing assets, at LCM   35,803       29,564  
Other assets   130,915       95,268  
Total assets $ 3,526,012     $ 2,744,819  
       
LIABILITIES AND SHAREHOLDERS’ EQUITY      
Liabilities:      
Deposits:      
Noninterest-bearing $ 68,003     $ 53,873  
Interest-bearing   2,443,216       1,364,535  
Total deposits   2,511,219       1,418,408  
Borrowings (including borrowings of VIEs of $96.4 million and $127.1 million, respectively)   539,465       819,888  
Lease liabilities   2,535       2,874  
Deferred tax liabilities, net   —       10,728  
Due to participants   19,338       52,389  
Accounts payable, accrued expenses and other liabilities   35,331       42,962  
Total liabilities   3,107,888       2,347,249  
Shareholders’ Equity:      
Series B Preferred stock (par value $0.02 per share; 54 authorized, 50 issued and outstanding)   48,181       48,181  
Common stock (par value $0.02 per share; authorized 199,980 shares, 28,892 and 28,658 issued and outstanding, respectively)   579       573  
Retained earnings   114,039       94,990  
Additional paid-in capital   255,327       253,830  
Accumulated other comprehensive loss, net of income taxes   (2 )     (4 )
Total shareholders’ equity   418,124       397,570  
Total liabilities and shareholders’ equity $ 3,526,012     $ 2,744,819  
               

 
NEWTEKONE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, except for Per Share Data)
           
  Three Months Ended
  September 30, 2026   June 30, 2026   September 30, 2025
  (unaudited)   (unaudited)   (unaudited)
Interest income          
Debt securities available-for-sale $ 172     $ 217     $ 200  
Loans and fees on loans   48,467       40,335       36,376  
Other interest earning assets   4,717       5,742       2,518  
Total interest income   53,356       46,294       39,094  
Interest expense          
Deposits   22,317       18,599       10,879  
Notes and securitizations   8,715       8,846       10,710  
Bank and FHLB borrowings   3,432       3,885       2,956  
Total interest expense   34,464       31,330       24,545  
Net interest income   18,892       14,964       14,549  
Provision for credit losses   15,393       12,114       7,712  
Net interest income after provision for credit losses   3,499       2,850       6,837  
Noninterest income          
Dividend income   1,005       485       425  
Net loss on loan servicing assets   (1,342 )     (5,249 )     (4,493 )
Servicing income   5,285       5,003       6,076  
Net gains on sales of loans   32       11,226       9,563  
Net gain (loss) on residuals in securitizations   1,500       2,006       (1,450 )
Net gain on loans under the fair value option   19,986       20,654       29,250  
Electronic payment processing income   10,180       10,852       11,053  
Other noninterest income   16,247       15,140       9,964  
Total noninterest income   52,893       60,117       60,388  
Noninterest expense          
Salaries and employee benefits expense   21,224       23,234       19,973  
Electronic payment processing expense   4,407       4,719       4,429  
Professional services expense   3,935       3,181       3,793  
Other loan origination and maintenance expense   5,536       4,909       6,764  
Technology expense   2,961       2,921       3,092  
Other general and administrative costs   4,109       4,853       3,929  
Total noninterest expense   42,172       43,817       42,159  
Net income before taxes   14,220       19,150       25,066  
Income tax expense   3,516       4,539       7,165  
Net income   10,704       14,611       17,901  
Dividends to preferred shareholders   (1,063 )     (1,063 )     (472 )
Net income available to common shareholders $ 9,641     $ 13,548     $ 17,429  
Earnings per Common Share:          
Basic $ 0.34     $ 0.48     $ 0.68  
Diluted $ 0.34     $ 0.47     $ 0.67  
                       

Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)
The information provided below presents a reconciliation of each of our non-GAAP financial measures to the most directly comparable GAAP financial measure. Ratios for three month periods ended have been annualized based on calendar days.

   
NewtekOne, Inc. As of and for the three months ended
(dollars and number of shares in thousands) September 30, 2026   June 30, 2026   September 30, 2025
Return on Average Equity and Tangible Common Equity          
Numerator: Net Income (GAAP) $10,704     $14,611     $17,901  
Dividend on preferred equity   (1,063)       (1,063)       (472)  
Numerator: Adjusted net income   9,641       13,548       17,429  
Average Total Shareholders’ Equity1   415,748       409,033       339,077  
Return on Average Equity1   9.2%       13.3%       20.4%  
Deduct: Preferred Stock (GAAP)   48,181       48,181       35,802  
Average Common Shareholders’ Equity1   367,567       360,852       303,275  
Return on Average Common Equity   10.2%       14.3%       21.0%  
Deduct: Average Goodwill and Intangibles1   14,510       14,544       14,653  
Denominator: Average Tangible Common Equity1 $353,057     $346,308     $288,622  
Return on Average Tangible Common Equity1   10.8%       15.7%       24.0%  
           
Return on Average Assets          
Numerator: Net Income (GAAP) $10,704     $14,611     $17,901  
Denominator: Average Assets1   3,270,779       2,971,097       2,262,678  
Return on Average Assets1   1.30%       1.97%       3.14%  
           
Efficiency Ratio          
Numerator: Non-Interest Expense (GAAP) $42,172     $43,817     $42,159  
Net Interest Income (GAAP)   18,892       14,964       14,549  
Non-Interest Income (GAAP)   52,893       60,117       60,388  
Denominator: Total Income $71,785     $75,081     $74,937  
Efficiency Ratio1   58.7%       58.4%       56.3%  
           
Tangible Book Value Per Share          
Total Shareholders’ Equity (GAAP) $418,124     $413,373     $386,707  
Deduct: Goodwill and Intangibles (GAAP)   14,493       14,526       14,633  
Numerator: Total Tangible Book Value1 $403,631     $398,847     $372,074  
Denominator: Total Number of Shares Outstanding   28,892       28,899       28,876  
Tangible Book Value Per Share1 $13.97     $13.80     $12.89  
           
Tangible Book Value Per Common Share          
Total Tangible Book Value1 $403,631     $398,847     $372,074  
Deduct: Preferred Stock (GAAP)   48,181       48,181       48,181  
Numerator: Tangible Common Book Value1 $355,450     $350,666     $323,893  
Denominator: Total Number of Shares Outstanding   28,892       28,899       28,876  
Tangible Book Value Per Common Share1 $12.30     $12.13     $11.22  
           
1Non-GAAP financial measure
 

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