ISSAQUAH, Wash., Nov. 10, 2026 (GLOBE NEWSWIRE) — Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced that its Board of Directors has declared a special cash dividend of $30 per share on Costco common stock. It is payable December 4, 2026, to shareholders of record as of the close of business on November 24, 2026. The total amount of the payment will be approximately $13.3 billion.

The Company also announced that the Board has reauthorized a common-stock repurchase program of up to $4 billion. This program will expire in November 2030 and replaces the current $4 billion program (adopted in 2023 and scheduled to expire January 2027), under which $3.1 billion had been purchased.

Costco currently operates 945 warehouses, including 653 in the United States and Puerto Rico, 115 in Canada, 43 in Mexico, 37 in Japan, 29 in the United Kingdom, 20 in Korea, 15 in Australia, 14 in Taiwan, seven in China, five in Spain, three in France, two in Sweden, and one each in Iceland, and New Zealand. Costco also operates e-commerce sites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan, Australia, and China.

Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health-care costs and wages), workforce interruptions, energy and certain commodities, geopolitical conditions (including tariffs and global conflicts), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to environmental and social matters, public-health related factors, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP.

CONTACTS:  Costco Wholesale Corporation
  Josh Dahmen, 425/313-8254
  Andrew Yoon, 425/313-6305
  Bryan Starnes, 425/427-7403

COST-Comp

Enviri Corporation Impact Report

Enviri Launches 2025 Impact Report
Enviri Launches 2025 Impact Report

PHILADELPHIA, Nov. 10, 2026 (GLOBE NEWSWIRE) — Enviri Corporation (NYSE: NVRI), a global market leader providing environmental and operational solutions to the metal and rail industries, today announced the publication of its 2025 Impact Report. The Company’s seventh annual report outlines its sustainable and responsible business practices.

“I am pleased to share our 2025 Impact Report, showcasing our environmental accomplishments,” said Sam Romaninsky, Senior Vice President and General Counsel. “At Enviri, we envision a future where technology and industrial operations work better for people, communities, and the world. Our Impact Report shows how we’re turning our vision into meaningful action.”

Key report highlights include:

  • 16 million tons of waste recycled or reused by Harsco Environmental
  • 76% of processed steel slag recycled or reused
  • 3 million tons of steel scrap recycled, a 99% increase year-over-year
  • 11 million tons of slag recycled, a 45% increase year-over-year

Enviri’s 2025 Impact Report is informed by leading sustainability reporting standards, including the Global Reporting Initiative and the Sustainability Accounting Standards Board. To read the full report, visit: https://www.enviri.com/2025-impact-report/.

About Enviri
Enviri is a global market leader providing environmental and operational solutions to the metal and rail industries. Based in Philadelphia, Pennsylvania, and operating in more than 30 countries, the company leverages over 170 years of industrial expertise to help customers improve operational performance, recover value from byproducts, enhance sustainability, and maintain critical infrastructure. Enviri’s divisions, Harsco Environmental and Harsco Rail, combine deep operational capabilities with innovative technologies and global scale to deliver long-term value for customers, communities, and shareholders. Learn more at enviri.com. 

Investor Contact
enviriir@enviri.com  
Media Contact
communications@enviri.com  

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/4cd5c8a8-ef0b-4785-aedd-2873c60fee4b

  • BBO-8520 plus pembrolizumab demonstrated a 75% ORR at 500 mg QD and 53% ORR across dose levels in 2L+ KRASG12C inhibitor-experienced NSCLC patients
  • BBO-11818 and BBO-10203 combination cohorts enrolling in KRAS-mutant colorectal cancer (CRC) and pancreatic ductal adenocarcinoma (PDAC); BBO-11818 and BBO-10203 monotherapy data update expected in the fourth quarter of 2026
  • Cash runway expected to fund operations into 2029

SOUTH SAN FRANCISCO, Calif., Nov. 10, 2026 (GLOBE NEWSWIRE) — BridgeBio Oncology Therapeutics, Inc. (“BBOT”) (Nasdaq: BBOT), a clinical-stage biopharmaceutical company focused on RAS-pathway malignancies, today reported financial results for the quarter ended September 30, 2026, and provided a business update.

BBOT’s portfolio of RAS-pathway inhibitors is designed to enable direct dual inhibition of KRASG12C (BBO-8520), or KRASG12D/V (BBO-11818) in both their ON and OFF states as well as disruption of RAS-driven PI3Kα activation (BBO-10203) to achieve optimal target coverage of the most mutated driver oncogene in human cancer. Together, these assets uniquely position BBOT to achieve concurrent, high-level suppression of both the MAPK and PI3Kα pathways through a wholly-owned internal combination strategy.

“The third quarter was an important period for BBOT as we reported updated clinical data for BBO-8520 and delineated our strategic focus. Driven by encouraging clinical data across all three programs we are executing on multiple combinations with the potential for significant patient benefit,” said Pedro J. Beltran, Ph.D., Chief Executive Officer of BBOT. “With a strong balance sheet, multiple data catalysts expected through mid-2027, and cash runway into 2029, we believe BBOT is well positioned to advance differentiated therapies for patients with KRAS-driven cancers.”

Key Program Highlights and Updates

BBO-8520: An orally bioavailable small molecule direct inhibitor targeting both the ON and OFF states of KRASG12C. 

  • In September 2026, BBOT announced new data from the ongoing ONKORAS-101 (NCT06343402) Phase 1 study. BBO-8520 in combination with pembrolizumab in KRASG12C inhibitor-experienced NSCLC patients showed an objective response rate (ORR) of 75% at the 500 mg once-daily (QD) dose level and 53% across all dose levels (N=17), with a generally tolerable and manageable safety profile. Adverse events were primarily gastrointestinal (GI)-related, and a favorable liver safety profile was observed. We believe this data positions BBOT to address a new G12Ci-experienced patient population created by G12C OFF-only inhibitors in combination with pembrolizumab in 1L KRASG12C positive NSCLC.
  • BBO-8520 monotherapy in 2L+ KRASG12C inhibitor-naïve NSCLC patients showed an ORR of 63% (26/41) and a disease control rate (DCR) of 100% (41/41). Among 28 patients eligible for a six-month follow-up, 75% (21/28) remained on treatment beyond six months. The safety profile was tolerable and manageable, with no grade 3 or higher liver enzyme elevations.

BBO-11818: An orally bioavailable small molecule pan-KRAS inhibitor that targets KRAS in both the ON and OFF states.

  • Initiated dosing of BBO-11818 in combination with BBO-10203 as well as in combination with cetuximab in CRC and PDAC.
  • Monotherapy data update expected in the fourth quarter of 2026

BBO-10203: An orally bioavailable small molecule with a novel mechanism of action designed to block the physical interaction between RAS and PI3Kα, inhibiting RAS-driven PI3Kα-AKT signaling in tumors.

  • Prioritized BBO-10203 in internal combinations with BBO-11818 and in combination with standard-of-care agents in KRAS-mutant cancers; combination cohorts are enrolling in CRC and PDAC.
  • Monotherapy data update expected in the fourth quarter of 2026.

Third Quarter 2026 Financial Results

  • Cash Position: As of September 30, 2026, BBOT had cash, cash equivalents and marketable securities totaling $315.3 million, which is expected to provide cash runway into 2029.
  • Research and development (R&D) expenses: R&D expenses were $29.6 million for the third quarter of 2026 compared to $35.1 million for the third quarter of 2025. The decrease in R&D expense was primarily driven by a decrease in clinical stage program related expenses.
  • General and administrative (G&A) expenses: G&A expenses were $7.9 million for the third quarter of 2026 compared to $14.1 million for the third quarter of 2025. The decrease in G&A expense reflects a decrease in payroll and personnel-related expenses primarily due to a $7.8 million charge recognized in the third quarter of 2025 related to common stock issuable to BridgeBio Pharma, partially offset by an increase in legal and other business expenses.
  • Net Loss: Net loss was $34.2 million for the third quarter of 2026 compared to $44.8 million for the third quarter of 2025.

About BBOT

BBOT is a clinical-stage biopharmaceutical company advancing a next-generation pipeline of novel small molecule therapeutics targeting RAS and PI3Kα malignancies. BBOT has the goal of improving outcomes for patients with cancers driven by the two most prevalent oncogenes in human tumors. For more information, please visit www.bbotx.com and follow us on LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as amended, and other federal securities laws. Any statements in this press release that are not historical facts may be deemed forward-looking statements, which generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends. These forward-looking statements include, without limitation, statements regarding the clinical and therapeutic potential and safety profile of BBOT’s product candidates, including BBO-8520, BBO-10203 and BBO-11818, as monotherapy or in combination with other therapeutics, the design and conduct of clinical trials with BBOT’s product candidates, including enrollment and dosing of ongoing internal and external combination studies, the expected timelines for clinical data readouts, ongoing and planned regulatory interactions, BBOT’s plans to continue and expand its clinical trials, and BBOT’s beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, including statements regarding anticipated operating expenses, BBOT’s projected cash runway and sufficiency of its cash, cash equivalents and marketable securities to fund its operations.

These statements are based on various assumptions, whether or not identified in this press release, and are the current expectations of BBOT’s management and are not predictions of actual performance. Many actual events and circumstances are beyond the control of BBOT. These forward-looking statements are subject to a number of risks and uncertainties, including the design and success of ongoing and planned clinical trials; adverse events that may be encountered in BBOT’s clinical trials; risks relating to the uncertainty of the projected financial information with respect to BBOT; risks related to the preclinical and clinical development of BBOT’s product candidates, including BBO-8520, BBO-10203 and BBO-11818, and the timing of expected regulatory and business milestones, including the progress of enrollment in clinical trials and availability of data from ongoing and planned clinical trials; the impact of competitive products; risks relating to BBOT’s ability to obtain sufficient supply of materials; changes in domestic and foreign business, market, financial, political, and legal conditions; and those factors discussed in documents BBOT has filed or will file with the U.S. Securities and Exchange Commission.

In addition, forward-looking statements reflect BBOT’s expectations, plans, or forecasts of future events and views as of the date of this press release and are qualified in their entirety by reference to the cautionary statements herein. BBOT anticipates that subsequent events and developments will cause BBOT’s assessments to change. These forward-looking statements should not be relied upon as any guarantee, assurance, prediction or definitive statement of fact or probability or as representing BBOT’s assessments as of any date subsequent to the date of this press release. Neither BBOT nor its affiliates undertake any obligation to update these forward-looking statements, except as required by law.

BBOT Contacts:

Investor Contact:
BBOT
Investors@BBOTx.com

Media Contact:
Inizio Evoke Comms
Jake.robison@inizioevoke.com

BridgeBio Oncology Therapeutics, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except shares and per share data)
 
    Three Months Ended September 30,   Nine Months Ended September 30,
    2026
    2025
    2026
    2025
 
Operating expenses:   (unaudited)   (unaudited)
Research and development   $ 29,593     $ 35,052     $ 118,620     $ 83,125  
General and administrative     7,895       14,129       25,234       19,286  
Total operating expenses     37,488       49,181       143,854       102,411  
Loss from operations     (37,488 )     (49,181 )     (143,854 )     (102,411 )
Other income, net:                
Interest income     3,262       3,444       10,757       6,919  
Income from transition services agreements     87       1,010       506       1,010  
Change in fair value of participation right liability     —       —       —       (725 )
Other expense     (37 )     (30 )     (145 )     (40 )
Total other income, net     3,312       4,424       11,118       7,164  
Net loss   $ (34,176 )   $ (44,757 )   $ (132,736 )   $ (95,247 )
Net loss per share attributable to common stockholders, basic and diluted   $ (0.43 )   $ (1.03 )   $ (1.66 )   $ (6.49 )
Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted     80,184,540       43,491,085       80,110,047       14,684,990  
                                 

Selected Condensed Consolidated Balance Sheet Data  
(in thousands)  
   
    September 30,
    December 31,  
    2026
    2025  
    (unaudited)
       
Cash and cash equivalents and marketable securities   $ 315,331     $ 425,460  
Total assets     346,224       448,381  
Total liabilities     52,836       37,285  
Accumulated deficit     (489,303 )     (356,567 )
Total stockholders’ equity     293,388       411,096  

VERO BEACH, Florida, Nov. 10, 2026 (GLOBE NEWSWIRE) — ARMOUR Residential REIT, Inc. (NYSE: ARR and ARR-PRC) (“ARMOUR” or the “Company”) today announced that members of its management team will be meeting with investors at the upcoming Citizens Financial Services Conference on Tuesday, November 17, 2026. The Company published an Investor Presentation for investors on its Investor Relations homepage investor.armourreit.com. The Company’s management may use this presentation during meetings with investors and analysts.

Additionally, given recent market developments and forthcoming meetings with investors, the Company announced that as of November 9, 2026, book value per common share was estimated to be between $15.52 and $15.62. This estimate does not include the accrual of the previously announced and declared November common cash dividend of $0.24 per outstanding common share payable November 27, 2026 to holders of record on November 16, 2026.

Certain Tax Matters
ARMOUR has elected to be taxed as a real estate investment trust (“REIT”) for U.S. Federal income tax purposes. In order to maintain this tax status, ARMOUR is required to timely distribute substantially all of its ordinary REIT taxable income. Dividends paid in excess of current tax earnings and profits for the year will generally not be taxable to common stockholders. Actual dividends are determined at the discretion of the Company’s Board of Directors, which may consider additional factors including the Company’s results of operations, cash flows, financial condition and capital requirements as well as current market conditions, expected opportunities and other relevant factors.

About ARMOUR Residential REIT, Inc.
ARMOUR invests primarily in fixed rate residential, adjustable rate and hybrid adjustable rate residential mortgage-backed securities issued or guaranteed by U.S. Government-sponsored enterprises or guaranteed by the Government National Mortgage Association. ARMOUR is externally managed and advised by ARMOUR Capital Management LP, an investment advisor registered with the Securities and Exchange Commission (“SEC”).

Safe Harbor
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

Additional Information and Where to Find It
Investors, security holders and other interested persons may find additional information regarding the Company at the SEC’s internet site at www.sec.gov, or by directing requests to: ARMOUR Residential REIT, Inc., 3001 Ocean Drive, Suite 201, Vero Beach, Florida 32963, Attention: Investor Relations.

Investor Contact:
Margaret F. Karr
ARMOUR Residential REIT, Inc.
investor@armourreit.com
(772) 617-4340

Remains on Track for First U.S. Commercial Placement of the DeepView AI System in the Fourth Quarter of 2026

DALLAS, Nov. 10, 2026 (GLOBE NEWSWIRE) — Spectral AI, Inc. (Nasdaq: MDAI) (“Spectral AI” or the “Company”), an artificial intelligence (AI) company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, today reported financial results for the third quarter ended September 30, 2026 (“Q3 2026”). The Company expects to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 on or before November 16, 2026.

“Our third-quarter results reflect our continued transition from a research and development organization into a commercial enterprise,” said Vincent Capone, Chief Executive Officer. “We have begun manufacturing the first 30 DeepView AI Systems for BARDA-supported deployment at U.S. burn centers and remain on track for initial deliveries by year-end. While executing on our near-term priorities, we are taking a long-term view of the DeepView AI System, looking beyond early deployments to build the capabilities that will support broader adoption and establish a repeatable clinical model. These include clinician education, pursuing expanded reimbursement for physicians and hospital systems, and exploring label expansion opportunities. We are encouraged by the response from the clinical community thus far, including at the Southern Regional Burn Conference, where leading burn surgeons presented new study results using DeepView AI, and at the American College of Emergency Physicians’ annual conference in October.”

“During the third quarter, we reduced operating expenses by 4% from a year ago while continuing to fund the development of our technology and support our commercial launch activities,” said David McGuire, Chief Financial Officer of Spectral AI. “We ended the quarter with $11.2 million of cash, and we are assessing opportunities to strengthen our balance sheet as we move from development to commercialization.”

Third Quarter and Recent Business Highlights

  • Presented the DeepView AI System at the Southern Regional Burn Conference, including presentations on physician accuracy in identifying non-healing burns and on the repeatability and reproducibility of the AI analysis.
  • Completed all Site Initiation Visits with four burn centers in the United Kingdom and have enrolled ten patients in our clinical study designed to support a label expansion of the DeepView AI System to include burns involving the head, hands and feet.
  • Submitted a New Technology Add-On Payment (NTAP) application to the Centers for Medicare & Medicaid Services (CMS) for the DeepView AI System which, if approved, would provide hospitals with additional Medicare reimbursement for use of the DeepView AI System. A determination is expected by August 2027.
  • Showcased the DeepView AI System for burn indication at the American College of Emergency Physicians (ACEP) Scientific Assembly in Chicago, October 5–8, 2026.

Third Quarter 2026 Financial Results
All comparisons are to the third quarter ended September 30, 2025 (“Q3 2025”), unless otherwise noted

Research and development revenue was $2.9 million for Q3 2026 compared to $3.8 million, a decrease of 24.7%. BARDA revenue was $2.7 million compared to $3.4 million, reflecting the cost-share structure of the current phase of the BARDA Project BioShield contract. This phase of the BARDA Project BioShield contract requires the Company to fund a portion of follow-on development expenses for the DeepView AI System, which was advanced following the receipt of FDA De Novo Clearance for the DeepView AI System in May 2026.

Revenue from other U.S. government programs, principally the MTEC handheld device program, was $0.1 million, compared to $0.4 million, as the MTEC program was completed.

Gross margin was 27.2% for Q3 2026 compared to 42.7%, primarily reflecting the Company’s share of development costs under the BARDA cost share, which is included in cost of revenue.

Operating expenses were $4.7 million for Q3 2026 compared to $5.0 million, a decrease of 4.4%. General and administrative expense decreased to $2.3 million from $3.1 million, primarily reflecting lower legal fees and related professional services. Research and development expense increased to $2.0 million from $1.5 million, reflecting increased non-revenue-generating development activities, primarily from the costs associated with the Company’s UK label expansion study for burns involving the head, hands and feet. Selling and marketing expense was $0.4 million, an increase of 12.8%, reflecting expanded commercialization activities ahead of the launch of the DeepView AI System.

Other income was $0.2 million for Q3 2026 compared to other expense of $(0.2) million, due primarily to a $0.8 million gain from the change in fair value of warrant liabilities, partly offset by $0.6 million of net interest expense on the Company’s credit facility.

Net loss was $(3.7) million, or $(0.11) per share, for Q3 2026, compared to $(3.6) million, or $(0.13) per share. Q3 2026 included a $0.1 million income tax benefit related to Texas franchise tax.

Adjusted EBITDA, a non-GAAP measure, was $(3.7) million for Q3 2026, compared to $(3.1) million. A reconciliation of net loss to Adjusted EBITDA is included in the statements below.

Balance Sheet and Liquidity

Cash and cash equivalents were $11.2 million at September 30, 2026, compared to $15.4 million at December 31, 2025.

2026 Guidance

The Company is updating its guidance for the year ending December 31, 2026, and now expects research and development revenue of approximately$13.0 million, compared to its previous guidance of approximately $18.5 million. The updated guidance primarily reflects the completion of the MTEC program with no additional contracting opportunities in 2026, and the timing of research and development activities reimbursed under the BARDA contract, which moves revenue into future periods within the existing contract term.

This updated guidance does not include revenue from sales of the DeepView AI System, the first of which the Company expects to place by year-end 2026, or any new or extended government awards.

Conference Call

Spectral AI will host a conference call today at 5:00 p.m. Eastern Time to discuss its third quarter 2026 financial results. Investors may dial 833-890-6620 (U.S.) or 412-564-3789 (international). A simultaneous webcast will be available in the Events section of the Investor Relations page of the Company’s website at https://investors.spectral-ai.com/news-events/events, and a replay will be available following the call.

About Spectral AI

Spectral AI, Inc. is a Dallas-based predictive AI company focused on medical diagnostics for faster and more accurate treatment decisions in wound care, with initial applications involving patients with burns. The Company is working to revolutionize the management of wound care by “Seeing the Unknown®” with its DeepView AI System. The DeepView AI System is a predictive diagnostic device that offers physicians an objective and immediate assessment of a wound’s healing potential prior to treatment or other medical intervention. With algorithm-driven results and a goal to exceed the current standard of care, the DeepView AI System provides fast and accurate treatment insights to improve patient outcomes and reduce healthcare costs. For more information about the DeepView AI System, visit www.spectral-ai.com.

The Company’s contract with the Biomedical Advanced Research and Development Authority (“BARDA”) is held and performed through its wholly owned subsidiary, Spectral MD. References to the contract, associated awards, related revenue, business opportunities, obligations, and other relevant factors should be understood to refer to Spectral MD as the contracting party unless otherwise indicated.

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, among others, statements regarding the Company’s updated 2026 revenue guidance, the expected timing of first commercial sales of the DeepView AI System, the timing and outcome of the Company’s NTAP application, the continued funding and exercise of options under the BARDA contract, and the Company’s liquidity, capital requirements and ability to meet its debt obligations. Actual results may differ materially from those indicated by these statements as a result of various factors, including those described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statement, except as required by law.

Non-GAAP Financial Measures

This press release includes Adjusted EBITDA, a financial measure not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company defines Adjusted EBITDA as net loss before income taxes, depreciation and net interest expense, further adjusted to exclude stock-based compensation, financing related costs, changes in the fair value of warrant liabilities and notes payable, foreign exchange transaction gains and losses, and transaction costs. Management uses Adjusted EBITDA to evaluate the Company’s operating performance and believes it provides useful information to investors. Adjusted EBITDA has limitations as an analytical tool: it does not reflect recurring interest expense, stock-based compensation, income taxes, capital expenditures or working capital needs, and it should not be considered in isolation or as a substitute for net loss or other measures prepared in accordance with GAAP. A reconciliation of net loss to Adjusted EBITDA is included below.

Investor Contacts

The Equity Group
Devin Sullivan, Managing Director, (212) 836-9608, Devin.Sullivan@theequitygroup.com
Conor Rodriguez, Associate, (212) 836-9628, Conor.Rodriguez@theequitygroup.com

Spectral AI, Inc.
ir@spectral-ai.com | +1 972 499-4934 | 2515 McKinney Avenue, Suite 1000, Dallas, Texas 75201

SPECTRAL AI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
 
  September 30,
2026
December 31,
2025
  (unaudited)  
Assets    
Current assets:    
Cash and cash equivalents 11,230   15,394  
Accounts receivable, net 1,313   1,267  
Inventory 932   838  
Prepaid expenses 890   821  
Other current assets 761   1,133  
Total current assets 15,126   19,453  
Non-current assets:    
Property and equipment, net 168   258  
Right-of-use assets 955   1,407  
Other assets 310   287  
Total assets 16,559   21,405  
Liabilities and Stockholders’ Deficit    
Current liabilities:    
Accounts payable 1,551   3,010  
Accrued expenses 2,287   2,341  
Deferred revenue 570   154  
Lease liabilities, short-term 798   734  
Notes payable 8,026   2,854  
Warrant liabilities 10,956   11,533  
Total current liabilities 24,188   20,626  
Notes payable, long-term 7,440   5,538  
Lease liabilities, long-term 359   968  
Total liabilities 31,987   27,132  
Commitments and contingencies    
Stockholders’ deficit:    
Preferred stock ($0.0001 par value; 1,000,000 shares authorized; none issued and outstanding) —   —  
Common stock ($0.0001 par value; 80,000,000 shares authorized; 32,184,928 and 30,688,895 shares issued and outstanding, respectively) 3   3  
Additional paid-in capital 51,578   50,030  
Accumulated other comprehensive income 35   40  
Accumulated deficit (67,044 ) (55,800 )
Total stockholders’ deficit (15,428 ) (5,727 )
Total liabilities and stockholders’ deficit 16,559   21,405  

SPECTRAL AI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except share and per share data)
 
  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2026 2025 2026 2025
Research and development revenue 2,856   3,792   10,371   15,564  
Cost of revenue (2,078 ) (2,171 ) (6,453 ) (8,485 )
Gross profit 778   1,621   3,918   7,079  
Operating expenses:        
Research and development 1,989   1,531   5,247   4,301  
General and administrative 2,341   3,064   7,657   8,124  
Selling and marketing 414   367   1,275   1,014  
Total operating expenses 4,744   4,962   14,179   13,439  
Operating loss (3,966 ) (3,341 ) (10,261 ) (6,360 )
Other income (expense):        
Net interest expense (586 ) (464 ) (1,401 ) (881 )
Financing related costs (1 ) —   (13 ) (585 )
Change in fair value of warrant liability 825   264   534   (932 )
Change in fair value of notes payable —   —   —   220  
Foreign exchange transaction loss, net (6 ) (9 ) (21 ) (31 )
Total other income (expense), net 232   (209 ) (901 ) (2,209 )
Loss before income taxes (3,734 ) (3,550 ) (11,162 ) (8,569 )
Income tax provision 78   (2 ) (82 ) (54 )
Net loss (3,656 ) (3,552 ) (11,244 ) (8,623 )
Net loss per share, basic and diluted (0.11 ) (0.13 ) (0.35 ) (0.34 )
Weighted-average common shares outstanding, basic and diluted 32,184,928   26,318,624   32,010,910   25,147,179  

SPECTRAL AI, INC. AND SUBSIDIARIES
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA (NON-GAAP)
(unaudited; in thousands)
 
  Three Months Ended
September 30,
Nine Months Ended
September 30,
  2026 2025 2026 2025
Net loss (3,656 ) (3,552 ) (11,244 ) (8,623 )
Adjust:        
Depreciation expense 30   30   90   42  
Provision for income taxes (78 ) 2   82   54  
Net interest expense 586   464   1,401   881  
EBITDA (3,118 ) (3,056 ) (9,671 ) (7,646 )
Additional adjustments:        
Stock-based compensation 276   261   1,266   872  
Financing related costs 1   —   13   585  
Change in fair value of warrant liability (825 ) (264 ) (534 ) 932  
Change in fair value of notes payable —   —   —   (220 )
Foreign exchange transaction loss, net 6   9   21   31  
Adjusted EBITDA (3,660 ) (3,050 ) (8,905 ) (5,446 )

Launched Fold Reserve and Lead Bank Accounts
Custody & Trading Revenue Up 270%, Driven by TikTok Shop Distribution
Fold Credit Card Expanded to ~2,500 Cardholders

PHOENIX, Nov. 10, 2026 (GLOBE NEWSWIRE) — Fold Holdings, Inc. (NASDAQ: FLD) (“Fold”, “we”, or “our”), the first publicly traded bitcoin financial services company, today announced financial results for the third quarter ended September 30, 2026.

Q3 2026 Financial Highlights

  • Revenue: $4.2 million
  • Total Operating Expenses: $10.5 million, down 21% year over year
  • Net Loss: ($2.6) million
  • Adjusted EBITDA2: ($4.5) million loss, improved from ($5.5) million loss in Q2 2026
  • Loss Per Share: ($0.05) per share
  • Adjusted EBITDA Per Share2: ($0.08) loss per share
  • Bitcoin Treasury Holdings1: 247 BTC

Q3 2026 Key Operating Metrics

  • Total Transaction Volume: $159 million
  • Total Verified Accounts: more than 88,500; +1,500 new verified accounts in the quarter

CEO Commentary

“We believe Q3 was an inflection point for Fold,” said Fold Chairman and CEO Will Reeves. “Over the last few months we’ve evolved from strictly a transaction-based business to one that also monetizes customer balances, broadened our focus from bitcoin earners to every American who earns rewards, strengthened our balance sheet, maintained a focus on operational efficiency, and opened new distribution channels that take our products to audiences we’ve never reached before.”

Mr. Reeves continued, “We are reshaping Fold from a business built on gathering customers into one built on gathering assets. A transaction pays us once. A customer balance earns for us every month it stays on the platform, and it ties that customer more closely to everything else we offer. Early demand for our new balance products is running ahead of our expectations, and those customers hold balances several times larger than our average user. Fold is becoming a place where customers keep their money, not just a place where they spend it.”

Mr. Reeves concluded, “The bitcoin market remained soft through the quarter, and our Q3 results reflect the noise of a major transition: a new banking partner, a new deposit strategy, a consolidated merchant platform, and a shift toward balance-based economics. The benefits of this transition are ahead of us, and we’ve de-risked the path to them. With our only debt extended two years, operating expenses down, and a financing partner for our Credit Card expected to be announced shortly, we believe Fold has never been better positioned for its next stage of growth.”

Strategic & Business Updates

Fold Credit Card

  • Expanded Early Access to approximately 2,500 cardholders
  • Transitioned from a waitlist to an invite system for all eligible customers
  • Launching a pre-approval flow that allows prospective cardholders to get pre-approved outside the Fold app, increasing top-of-funnel conversion and enabling partners to offer the card directly to their customers
  • Intend to add a credit facility partner in the future, which would allow the program to scale beyond the Company’s own balance sheet with more invitations, higher limits for qualified customers, and dedicated marketing spend

Platform Expansion

  • Launched Fold Reserve, a stored-value product that lets customers hold funds on Fold and unlock Fold’s best rewards tiers, including bill pay rewards, zero-fee and zero-spread bitcoin trading, and higher card rewards
  • Launched Lead Bank spending accounts, with deposits held at Lead Bank, an FDIC-insured institution
  • Thousands of customers activated Fold’s new balance products, bringing millions of dollars in balances onto the platform. These customers hold balances several times larger than the average Fold user, with participation across every rewards tier
  • Launched pass-through bitcoin buying, enabling customers to buy bitcoin directly from any linked bank account without first moving money into Fold

Bitcoin Gift Card

  • Became the first and only bitcoin gift card on TikTok Shop, which quickly became Fold’s largest gift card and customer acquisition channel
  • Gift card sales drove an approximate 270% increase in Custody & Trading revenues
  • September was a record month for bitcoin gift card sales, and the product holds a 4.7-star rating
  • Kroger renewed its commitment to the Fold program

Merchant Offers

  • Consolidated gift card merchant offers onto Blackhawk, a program that carries better economics; nearly all merchants that were temporarily unavailable during the transition have been restored

Capital & Balance Sheet

  • Ended the quarter with $21.7 million in cash and cash equivalents and 171 BTC in Investment Treasury
  • Extended the maturity of the Company’s $13 million note to November 2027, with a Company option to extend to November 2028 and nearly doubled its potential capacity to $25 million
  • Replaced the $250 million equity line with a $25 million committed equity facility, meaningfully reducing the potential dilution overhang and providing more cost-efficient capital
  • On October 22, 2026, stockholders approved a reverse stock split authorization, one tool available to the Company to regain compliance with Nasdaq listing requirements ahead of the January 11, 2027 deadline

Earnings Call and Webcast Information:

Fold will host a conference call at 5:00 p.m. Eastern Time today, which will include a brief discussion of results followed by a question-and-answer period. To participate in this event, please log on or dial in approximately 5 minutes before the beginning of the call.

Date: November 10, 2026
Time: 5:00 p.m. ET
Participant Call Links:

Footnotes

1 Fold’s Bitcoin Treasury was 247 BTC as of September 30, 2026, which included 171 BTC in our Investment Treasury, and 76 BTC in our Rewards Treasury.

2 Adjusted EBITDA and Adjusted EBITDA Per Share are financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) (a “Non-GAAP Financial Measure”). Please see “Non-GAAP Financial Measures” at the end of this press release.

About Fold:

Fold Holdings, Inc. (NASDAQ: FLD) is a financial services company built on a simple premise: consumers should be able to save, spend, and earn rewards in both U.S. dollars (“USD”) and bitcoin through a single platform. Fold’s consumer offerings include an FDIC-insured checking account, a Visa debit card (the “Fold Debit Card”), a Visa credit card (the “Fold Credit Card”), bill payment services, a bitcoin gift card, and an extensive catalog of merchant reward offers. The Company also offers various forms of bitcoin buying and selling with low-to-zero fees and insured custody. By integrating both dollars and bitcoin within familiar financial products, the Company aims to give consumers a single, practical platform for managing their everyday finances. The Company’s products and services are available in the United States through the Fold mobile application (the “Fold App”).

Forward-Looking Statements:

The information in this press release includes “forward-looking statements” within the meaning of the federal securities laws. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements may be identified by the use of words such as “may,” “could,” “would,” “should,” “predict,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include statements regarding the rollout, development and expected effect of Fold’s credit card program, including the expected credit facility, Fold Reserve, Lead Bank accounts, pass-through bitcoin buying, gift card and other products, and the potential success of Fold’s overall market, product and growth strategies, and the potential reverse stock split and the Company’s ability to regain compliance with Nasdaq listing requirements. These statements are based on assumptions and on the current expectations of Fold’s management and are not predictions of actual performance. Many actual events and circumstances are beyond the control of Fold. These forward-looking statements are subject to a number of risks and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political and legal conditions, including but not limited to changes in the acceptance of bitcoin; (ii) our continued ability to implement business plans; (iii) the risk of downturns, new entrants and a changing regulatory landscape in the highly competitive industry in which Fold operates; (iv) volatility in the market price of bitcoin; (v) access to and reliance on funding for our products, including the credit card, and general operations; (vi) access to and reliance on third parties for their services related to certain of our products, including risks relating to Fold having a single custodian for our bitcoin; (vii) reliance on banking partners which are subject to complex and demanding regulations and compliance standards; and (viii) those risks and uncertainties discussed in Fold Holdings, Inc.’s filings with the Securities and Exchange Commission. If any of these risks materialize or Fold’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While Fold may elect to update these forward-looking statements at some point in the future, Fold specifically disclaims any obligation to do so, except as required by law.

Fold Holdings, Inc. Condensed Balance Sheets (Unaudited)
 
    September 30,     December 31,  
    2026     2025  
Assets            
Current assets            
Cash and cash equivalents   $ 21,678,045     $ 7,652,203  
Accounts receivable, net     1,122,104       728,001  
Credit card receivable, net     3,957,933       –  
Inventories     794,563       478,045  
Digital assets – rewards treasury     6,388,310       6,872,869  
Prepaid expenses and other current assets     1,609,810       2,384,684  
Total current assets     35,550,765       18,115,802  
Digital assets – investment treasury     14,265,330       133,658,791  
Capitalized software development costs, net     2,272,246       1,393,752  
Other non-current assets     125,000       299,309  
Total assets   $ 52,213,341     $ 153,467,654  
             
Liabilities and stockholders’ equity            
Current liabilities            
Accounts payable   $ 821,916     $ 704,789  
Accrued expenses and other current liabilities     1,751,024       3,166,186  
February 2026 note – related party, net     12,658,196       –  
Credit facility     –       10,000,000  
Customer rewards liability     6,388,310       6,872,869  
Deferred revenue     142,781       366,252  
Total current liabilities     21,762,227       21,110,096  
June 2025 convertible note, net     –       21,469,675  
March 2025 convertible note – related party     –       47,207,556  
Other non-current liabilities     –       689,680  
Total liabilities     21,762,227       90,477,007  
Commitments and contingencies (Note 10)            
Stockholders’ equity            
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2026 and 0 shares issued and outstanding at December 31, 2025     –       –  
Common stock, $0.0001 par value; 600,000,000 shares authorized, 54,873,627 shares issued and outstanding at September 30, 2026 and 48,477,883 shares issued and 48,419,266 shares outstanding at December 31, 2025     5,551       4,849  
Additional paid-in-capital     242,853,899       233,924,782  
Accumulated deficit     (212,408,336 )     (170,938,984 )
Total stockholders’ equity     30,451,114       62,990,647  
Total liabilities and stockholders’ equity   $ 52,213,341     $ 153,467,654  
             

Fold Holdings, Inc. Condensed Statements of Operations (Unaudited)
 
    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2026     2025     2026     2025  
Revenues, net   $ 4,161,541     $ 7,398,939     $ 15,843,759     $ 22,662,702  
                         
Operating expenses                        
Banking and payments costs     3,108,563       6,519,736       13,023,182       20,961,281  
Custody and trading costs     1,301,886       244,954       2,639,340       433,550  
Compensation and benefits     3,715,573       3,728,954       11,539,907       13,863,551  
Marketing expenses     170,471       237,625       1,166,917       1,258,346  
Professional fees     828,454       1,294,394       3,751,700       4,353,244  
Amortization expense     184,361       232,853       514,425       430,761  
(Gain) loss on customer rewards liability     1,968,920       506,796       (284,149 )     1,477,444  
(Gain) loss on digital assets – rewards treasury     (2,121,385 )     (637,712 )     687,458       (1,961,803 )
Other selling, general and administrative expenses     1,317,819       1,211,657       4,717,047       3,612,533  
Total operating expenses     10,474,662       13,339,257       37,755,827       44,428,907  
Operating loss     (6,313,121 )     (5,940,318 )     (21,912,068 )     (21,766,205 )
                         
Other income (expense)                        
Gain (loss) on digital assets – investment treasury     4,078,913       10,238,866       (24,445,385 )     31,203,938  
Change in fair value of SAFEs     –       –       –       (6,503,113 )
Change in fair value of convertible note     –       (2,626,932 )     13,200,089       (14,470,683 )
Convertible note issuance costs and fees     –       –       –       (9,569,109 )
Legal settlements     –       –       (1,374,828 )     –  
Loss on extinguishment of debt     –       –       (4,005,132 )     (9,612,199 )
Interest expense     (537,155 )     (1,179,216 )     (3,732,864 )     (4,425,703 )
Other income     128,620       60,961       811,453       247,662  
Other income (expense), net     3,670,378       6,493,679       (19,546,667 )     (13,129,207 )
                         
Net (loss) income before income taxes     (2,642,743 )     553,361       (41,458,735 )     (34,895,412 )
Income tax expense (benefit)     7,146       (881 )     10,617       3,978  
Net (loss) income   $ (2,649,889 )   $ 554,242     $ (41,469,352 )   $ (34,899,390 )
                         
Net (loss) income attributable to common stockholders:                        
Basic   $ (2,649,889 )   $ 554,242     $ (41,469,352 )   $ (34,899,390 )
Diluted   $ (2,649,889 )   $ 554,242     $ (41,469,352 )   $ (34,899,390 )
Net (loss) income per share attributable to common stockholders:                        
Basic   $ (0.05 )   $ 0.01     $ (0.80 )   $ (0.88 )
Diluted   $ (0.05 )   $ 0.01     $ (0.80 )   $ (0.88 )
Weighted-average shares used to compute net (loss) income per share:                        
Basic     54,841,913       46,911,561       51,629,478       39,781,781  
Diluted     54,841,913       46,911,561       51,629,478       39,781,781  
                         

Fold Holdings, Inc. Condensed Statements of Cash Flows (Unaudited)
 
    Nine Months Ended September 30,  
    2026     2025  
Cash flows from operating activities            
Net loss   $ (41,469,352 )   $ (34,899,390 )
Adjustments to reconcile net loss to net cash used in operating activities:            
Amortization expense     545,431       430,756  
Loss (gain) on digital assets – rewards treasury     687,458       (1,961,803 )
Loss (gain) on digital assets – investment treasury     24,445,385       (31,203,938 )
(Gain) loss on customer rewards liability     (284,149 )     1,477,444  
Change in fair value of convertible note     (13,200,089 )     14,470,683  
Convertible note issuance costs and fees     –       9,569,109  
Loss on extinguishment of debt     4,005,132       9,612,199  
Amortization of debt issuance costs     6,638       122,902  
Amortization of debt discount and premium     392,082       768,225  
Change in fair value of SAFEs     –       6,503,113  
Share-based compensation expense     5,108,887       8,470,932  
Other non-cash adjustments     (484,019 )     –  
Legal settlement paid in digital assets     1,374,828       –  
Increase (decrease) in cash resulting from changes in:     –        
Accounts receivable, net     (394,103 )     161,515  
Credit card receivable, net     (3,957,933 )     –  
Inventories     (316,518 )     (103,236 )
Prepaid expenses and other current assets     605,834       581,100  
Accounts payable     117,127       (104,846 )
Accrued expenses and other current liabilities     1,981,699       2,413,679  
Customer rewards liability     1,170,468       1,826,398  
Deferred revenue     (223,471 )     (52,470 )
Other non-current liabilities     (689,680 )     491,397  
Net cash used in operating activities     (20,578,345 )     (11,426,231 )
             
Cash flows from investing activities            
Purchases of digital assets     (3,359,836 )     (3,138,623 )
Proceeds from sales of digital assets     59,120,684       –  
Payments for capitalized software development costs     (1,210,540 )     (619,446 )
Net cash provided by (used in) investing activities     54,550,308       (3,758,069 )
             
Cash flows from financing activities            
Proceeds from issuance of note     13,000,000       –  
Repayment of convertible note     (25,166,667 )     –  
Proceeds from recapitalization     –       804,600  
Payments of deferred IPO costs     –       (652,013 )
Payment of debt issuance costs     –       (113,320 )
Payment of deferred offering costs     (125,000 )      
Proceeds from issuance of common stock     3,294,846       3,478,137  
Proceeds from credit facility     10,000,000       –  
Repayment of credit facility     (20,000,000 )     –  
Common stock withheld for employee tax obligations     (949,300 )     –  
Net cash (used in) provided by financing activities     (19,946,121 )     3,517,404  
             
Net increase (decrease) in cash and cash equivalents     14,025,842       (11,666,896 )
Cash and cash equivalents, beginning of period     7,652,203       18,330,359  
Cash and cash equivalents, end of period   $ 21,678,045     $ 6,663,463  
             
Non-cash investing and financing activities            
Non-cash payment of interest with common stock   $ 613,334     $ 1,246,667  
Distributions of digital assets to fulfill customer reward redemptions     1,370,878       2,577,906  
Distributions of digital assets to satisfy other current obligations     2,231,157       184,983  
Non-cash payment for intellectual property acquisition with common stock     182,379       –  
Non-cash repayment of convertible note via transfer of digital assets – related party     34,007,466       –  
Non-cash amortization of deferred issuance costs     167,539       43,806  
Non-cash allocation of convertible note proceeds to embedded derivative     63,418       –  
Non-cash allocation of note proceeds to commitment shares     785,200       –  
Recapitalization     –       173,019,904  
Proceeds from convertible debt received in digital assets – related party     –       43,965,525  
Change in fair value of Series C Warrants included in loss on extinguishment     –       498,771  
Distributions of digital assets for prepaid interest – related party     –     $ 2,313,975  
Supplemental disclosure of cash flow information            
Cash paid during the period for interest expense   $ 3,733,749     $ –  

Non-GAAP Financial Measures

Adjusted EBITDA

In addition to net income (loss) and other results under GAAP, we utilize non-GAAP calculations of adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) to monitor the financial health of our business. Adjusted EBITDA is defined as net loss, excluding (i) interest expense, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) share-based compensation, (v) remeasurement gains and losses such as fair value remeasurements on our digital assets, convertible notes, and SAFE notes, (vi) impairments, restructuring charges, and business acquisition- or disposition-related expenses that we believe are not indicative of our core operating results, and (vii) legal settlement expenses associated with unusual or non-recurring litigation matters that we believe are not indicative of our core operating results. This non-GAAP financial information has limitations as an analytical tool when assessing our operating performance, is presented for supplemental informational purposes only, should not be considered in isolation or as a substitute for, or superior to, financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies.

The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations, and/or render comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA and Adjusted EBITDA per share provide useful information to investors and others in understanding and evaluating our results of core operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Moreover, Adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

The following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net loss:

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2026     2025     2026     2025  
Net (loss) income   $ (2,649,889 )   $ 554,242     $ (41,469,352 )   $ (34,899,390 )
Add:                        
Interest expense     537,155       1,179,216       3,732,864       4,425,703  
Income tax expense (benefit)     7,146       (881 )     10,617       3,978  
Amortization expense     184,361       232,853       514,425       430,761  
Share-based compensation expense     1,755,428       1,575,422       5,108,887       8,470,932  
(Gain) loss on customer rewards liability     1,968,920       506,796       (284,149 )     1,477,444  
(Gain) loss on digital assets – rewards treasury     (2,121,385 )     (637,712 )     687,458       (1,961,803 )
(Gain) loss on digital assets – investment treasury     (4,078,913 )     (10,238,866 )     24,445,385       (31,203,938 )
Change in fair value of SAFEs     –       –       –       6,503,113  
Change in fair value of other liabilities     (64,074 )     –       (615,788 )     –  
Change in fair value of convertible note     –       2,626,932       (13,200,089 )     14,470,683  
Convertible note issuance costs and fees     –       –       –       9,569,109  
Legal settlements     –       –       1,374,828       –  
Loss on extinguishment of debt     –       –       4,005,132       9,612,199  
Adjusted EBITDA (loss)   $ (4,461,251 )   $ (4,201,998 )   $ (15,689,782 )   $ (13,101,209 )

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2026     2025     2026     2025  
Adjusted EBITDA (loss)   $ (4,461,251 )   $ (4,201,998 )   $ (15,689,782 )   $ (13,101,209 )
Weighted-average shares used to compute basic and diluted net loss per share     54,841,913       46,911,561       51,629,478       39,781,781  
                         
Adjusted EBITDA (loss) per share attributable to common stockholders:                        
Basic and diluted   $ (0.08 )   $ (0.09 )   $ (0.30 )   $ (0.33 )

For investor inquiries, please contact:
OG Advisory Group
Samir Jain, CFA
FoldIR@orangegroupadvisors.com 

For media inquiries, please contact:
Confluence Partners, LLC
Cindy Stoller
Media@foldapp.com 

  • Combines HiVolt’s proven, differentiated prime power microgrid infrastructure platform – comprising vertically integrated development, ownership and operations across power generation, battery energy storage systems, fuel pipelines and private-line infrastructure that delivers reliable, utility-grade power – with Archrock’s leading compression capabilities
  • Expands offerings for new and existing oil and gas customers through complementary prime power microgrid solutions supported by long-term power purchase agreements, with upside from future industrial markets
  • Transaction expected to be immediately accretive to earnings per share and cash available for dividend per share
  • $415 million upfront purchase price plus the portion of the earnout paid through 2028 represents a transaction multiple of approximately 6.1x the midpoint of HiVolt’s expected 2028 adjusted EBITDA range of $70–75 million, approximately 70% of which is supported by operating and contracted and awarded opportunities that provide strong visibility into expected earnings
  • Archrock to host a conference call at 5:30 PM ET

HOUSTON and MIDLAND, Texas, Nov. 10, 2026 (GLOBE NEWSWIRE) — Archrock, Inc. (NYSE: AROC) (“Archrock”) and HiVolt Energy Holdings, LLC (“HiVolt”) today announced that they have entered into a definitive merger agreement under which Archrock will acquire HiVolt in an all-cash transaction with an aggregate value of up to $450 million. The purchase price includes a payment of $415 million in cash at close plus $35 million of earnout incentives based on the achievement of certain commercial milestones.

“Combining HiVolt’s proven prime power microgrid platform with Archrock’s natural gas compression offerings will transform our company into a broader provider of energy infrastructure,” said Brad Childers, President and Chief Executive Officer of Archrock. “HiVolt has built a proven, differentiated platform in the energy microgrid market that complements our core compression business and will enable us to provide additional essential services to customers across the energy value chain, particularly in power-constrained geographies. The transaction also offers upside from future industrial markets. We are confident that this transaction will advance our strategic priorities and drive long-term growth and value creation for Archrock shareholders.”

Childers continued, “A key part of what makes HiVolt such an exciting addition to Archrock is its talent. HiVolt’s highly experienced people bring deep expertise and a proven track record in developing, operating and scaling distributed power infrastructure using high-quality Caterpillar equipment. We look forward to welcoming HiVolt CEO Josh Evans and the HiVolt team to Archrock and working together to deliver on the substantial opportunities ahead.”

Compelling Strategic and Financial Benefits

  • Broadens Archrock’s energy infrastructure capabilities with an integrated portfolio of compression and prime power microgrid offerings: The transaction combines mutually supportive businesses with comparable capital, return and operating characteristics, establishing Archrock in the attractive power generation sector while building on its proven compression platform. HiVolt’s behind-the-meter prime power generation, battery energy storage systems, fuel gas pipelines, private-line infrastructure and operating capabilities complement Archrock’s leading natural gas compression platform, including its established position as a leader in electric motor-drive compression. Given the strong customer overlap, bringing these capabilities into one integrated portfolio will provide Archrock with significant opportunities to deepen and extend relationships, cross-sell offerings and support a broader portion of the energy value chain.
  • Adds recurring cash flows and compelling risk-adjusted returns through long-term power purchase agreements: HiVolt has over 80 megawatts of contracted prime power capacity today, with significant near-term contracting opportunities, providing an established earnings base with significant runway for growth. This capacity is supported by long-term, take-or-pay style, capacity-based power purchase agreements with an initial duration of five to eight years. This attractive structure creates infrastructure-quality revenue streams with strong visibility and growth potential.
  • Contracted procurement framework supports growth: HiVolt has sufficient equipment on order to deliver forecasted growth for 2028. The company has secured access to more than 500 megawatts of near-term generation equipment using high-quality Caterpillar engines, exceeding forecast requirements and supporting further growth.
  • Accretive to earnings per share and cash available for dividend per share: Expected to be immediately accretive to Archrock’s earnings per share and cash available for dividend per share.
  • Provides exposure to attractive prime power microgrid growth: HiVolt’s pipeline of prime power microgrid opportunities positions Archrock to expand its role in the oil and gas value chain, with upside from future industrial markets.

Transaction, Leadership and Closing Details

Under the terms of the agreement, Archrock intends to fund the upfront $415 million cash portion of the total transaction consideration with available capacity under its ABL credit facility. The transaction is expected to be debt-free, resulting in pro forma leverage that is consistent with Archrock’s stated target range of between 3.0 times and 3.5 times. The $415 million upfront purchase price plus the portion of the earnout paid through 2028 represents a transaction multiple of approximately 6.1x the midpoint of HiVolt’s expected 2028 adjusted EBITDA range of $70–75 million, approximately 70% of which is supported by operating and contracted and awarded opportunities, providing strong visibility into expected earnings.

The transaction has been unanimously approved by the Board of Directors of Archrock and is expected to close in early 2027, subject to regulatory approval and other customary closing conditions.

Following close of the transaction, HiVolt will operate as a separate business segment within Archrock and continue to be led by Josh Evans. Archrock is committed to maintaining HiVolt’s organization, personnel and operations, as well as its presence in Midland, Texas, while expanding HiVolt’s footprint nationwide.

Conference Call Details

Archrock will host a conference call on November 10, 2026, to discuss the transaction. The call will begin at 5:30 PM Eastern Time.

Participants who wish to join the call by phone can dial (800) 715-9871 in the United States toll-free or +1 (646) 307-1963 for international calls.

To listen to the call via live webcast, please register at this link: https://edge.media-server.com/mmc/p/i7fphq76. A replay of the webcast will be available on Archrock’s Investor Relations website shortly after the call.

Advisors

Evercore is serving as financial advisor and Norton Rose Fulbright US LLP is acting as legal advisor to Archrock. BofA Securities is serving as financial advisor and Troutman Pepper Locke LLP is acting as legal advisor to HiVolt.

About Archrock

Archrock is an energy infrastructure company with a primary focus on midstream natural gas compression and a commitment to helping its customers produce, compress and transport natural gas in a safe and environmentally responsible way. Headquartered in Houston, Texas, Archrock is a premier provider of natural gas compression services to customers in the energy industry throughout the U.S. and a leading supplier of aftermarket services to customers that own compression equipment. For more information on how Archrock embodies its purpose, WE POWER A CLEANER AMERICA®, visit www.archrock.com.

About HiVolt

Founded in 2019, HiVolt Energy was created for customers who need more than a temporary power solution but don’t have the luxury of time to wait for the grid to arrive. HiVolt offers prime power solutions focused on industrial and commercial businesses with long-term base-load power needs, delivering systems that are highly reliable, regulatory-compliant, environmentally conscious, efficient, and tailored to meet end-user load demands. Designed and operated by an experienced, solution-focused team, HiVolt works directly with equipment manufacturers and technology partners to build systems capable of continuous, prime power operations. For more information, visit hivoltenergy.com.

Forward-Looking Statements

All statements in this release (and oral statements made regarding the subjects of this release) other than historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors that could cause actual results to differ materially from such statements, many of which are outside the control of Archrock. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “pro forma,” “expect,” “strategy,” “future,” “likely,” “may,” “opportunity,” “should,” “will” and similar references to future periods. Forward-looking information includes, but is not limited to statements regarding the expected benefits of the proposed transaction, including its expected accretion and the expected impact on Archrock, Inc.’s (“Archrock”) EBITDA, leverage ratio, earnings per share, dividend growth and dividend coverage; the anticipated completion of the proposed transaction and the timing thereof; plans and objectives of management for future operations; structural and process improvement initiatives; the size of the total addressable market; the size of the business and growth pipeline; the expected timing thereof, Archrock’s ability to successfully effect those initiatives and the expected results therefrom; and statements regarding Archrock’s dividend policy.

While Archrock believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. The factors that could cause results to differ materially from those indicated by such forward-looking statements include, but are not limited to: the failure to complete the proposed transaction or to realize the anticipated accretion, earnings per share growth, dividend growth and coverage, potential synergies and other anticipated strategic benefits of the transaction within the expected time frames or at all; the possible diversion of management time on transaction-related issues; the risk that the requisite approvals to complete the transaction will not be obtained; changes in customer, employee or supplier relationships of Archrock or HiVolt Energy Holdings, LLC (“HiVolt”); local, regional and national economic and financial market conditions and the impact they may have on Archrock, HiVolt and their respective customers; future regulatory conditions, including changes in tax laws and regulation of power generation, distribution and data centers; conditions in the oil and gas industry, including a sustained decrease in the level of supply or demand for oil or natural gas or a sustained decrease in the price of oil or natural gas; changes in the availability and price for electric power; changes in future demand for micro-grid power and on-site data center power; changes in economic conditions in key operating markets; the financial condition of Archrock’s or HiVolt’s customers; the failure of any customer of Archrock or HiVolt to perform its contractual obligations; changes in safety, health, environmental and other regulations; estimated transaction and integration costs associated with the proposed transaction; the retention of certain key employees of HiVolt; and Archrock’s ability to successfully integrate the operations of HiVolt; Archrock’s ability to pay dividends in the future; and risks associated with the concentration of Archrock’s and HiVolt’s significant customers.

These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in Archrock’s Annual Report on Form 10-K for the year ended December 31, 2025, and those set forth from time to time in Archrock’s filings with the Securities and Exchange Commission, which are available online at www.sec.gov and www.archrock.com. Except as required by law, Archrock expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.

Non-GAAP Measures

Adjusted EBITDA, a non-GAAP measure, is defined as net income (loss) excluding interest expense, income taxes, depreciation and amortization, long-lived and other asset impairment, unrealized change in fair value of investment in unconsolidated affiliate, restructuring charges, debt extinguishment loss, transaction-related costs, non-cash stock-based compensation expense, amortization of capitalized implementation costs and other items. Archrock has not provided projected net income from the assets to be acquired, the most comparable financial measure calculated in accordance with GAAP, or a reconciliation of projected adjusted EBITDA to projected net income of the assets to be acquired. Archrock does not control the assets to be acquired or prepare the related financial statements. Archrock is unable to provide projected net income of the assets to be acquired or a reconciliation of the projected adjusted EBITDA of the assets to be acquired to projected net income from those assets because the calculation of projected adjusted EBITDA was based on, among other things, projected utilization and rate information combined with high-level, operating expense assumptions related to the assets to be acquired. As such, Archrock does not have sufficient information to project net income from the assets to be acquired, nor does Archrock have sufficient information regarding all of the reconciling items that may exist between projected adjusted EBITDA and projected net income for the assets to be acquired. Therefore, projected net income of the assets to be acquired and a reconciliation of projected adjusted EBITDA of the assets to projected net income from those assets are not available without unreasonable effort.

For information, contact:

Archrock, Inc.
INVESTORS
Megan Repine
VP of Investor Relations
281-836-8360
investor.relations@archrock.com

MEDIA
Jed Repko / Kara Grimaldi
Joele Frank
212-355-4449

Completed cleanroom expansion to scale Moon Base spacecraft production, signed first European launch contracts, while ramping up Alpha Block II manufacturing and executing across multiple national security programs of record.

A Miranda engine test firing in September 2026 at Firefly's Rocket Ranch in Briggs, Texas.

A Miranda engine test firing in September 2026 at Firefly’s Rocket Ranch in Briggs, Texas.
Credit: Firefly Aerospace

CEDAR PARK, Texas, Nov. 10, 2026 (GLOBE NEWSWIRE) — Firefly Aerospace (Nasdaq: FLY), a market leading space and defense technology company, today issued financial results for the third quarter ended September 30, 2026.

“Firefly’s third quarter reflects the power of our diversified and vertically-integrated business,” said Jason Kim, CEO of Firefly Aerospace. “With five Moon missions running in parallel, Alpha Block II moving toward launch, SciTec executing on critical national security programs, and our strategic deal with AST SpaceMobile, we are converting our pipeline and backlog into results.”

Third Quarter 2026 Highlights

  • Revenue of $110.7 million, up 259% from the same period a year prior.
  • Record backlog of $1.7 billion at quarter end, up from $1.5 billion at the end of the prior quarter.
  • Completed expansion and began operating in the Company’s spacecraft cleanroom facility, funded through a non-dilutive Texas Space Commission grant, which enables simultaneous assembly and integration of up to 12 lunar landers and orbital vehicles.
  • Awarded Firefly’s first Mars award, with a $13 million subcontract to support the SkyFall mission for NASA JPL, to manufacture, test, and deliver the aeroshell ahead of launch targeted for late 2028.
  • Signed an extension to Lockheed Martin’s multi-launch agreement for up to 25 Alpha launches through 2031 using the Block II configuration.
  • Signed with SSC Space for two commercial Alpha launches from Esrange Space Center in Sweden, representing Firefly’s first European launch contracts.
  • Awarded a $94 million Space Force contract under the Ground-Based Radar Digitization program, to support work overhauling legacy defense systems.
  • Onboarded to the $981 million Space Force IDIQ contract for NITE-STAR – the National Space Test and Training Complex Innovative Technology and Engineering – Space Test and Range Capability Development, to compete for task orders to support advanced test and training operations through 2032.
  • Awarded a contract from the Defense Innovation Unit to design an Elytra deorbit system, expanding the Elytra mission portfolio into active debris removal and responsible end-of-life orbital services.
  • Onboarded to NASA’s Spacecraft Processing Operations Contract (SPOC), expanding Firefly’s formal partnership with NASA to provide spacecraft processing and operational support services.
  • Signed a commercial partnership with Starcloud to demonstrate advanced AI compute in lunar orbit, marking Firefly’s first commercial customer for data center capabilities around the Moon.
  • Added Zeno Power Systems as a commercial payload customer for the accelerated Blue Ghost mission to the Moon’s near side, to deliver a Survive-the-Night Package with a Radioisotope Heater Unit (RHU).

Additional Recent Highlights

  • Signed contracts valued at more than $1.3 billion with AST SpaceMobile, which includes licensed IP, engine delivery, and engineering support.
  • Onboarded as a vendor to NASA’s $10 billion CLPS 2 initiative, to compete for and deliver task orders for large cargo landers to deliver critical infrastructure needed for the agency’s Moon Base.
  • Signed Japanese synthetic aperture radar satellite company Synspective to a multi-launch agreement for up to 10 Alpha launches through 2030.
  • Began Miranda engine qualification campaign, with more than 170 hot fire tests completed to date, a key step toward the first Eclipse launch.
  • Extended the U.S. Air Force contract for SciTec’s work on Cloud-Based Command and Control (CBC2) to integrate a new class of counter unmanned aerial system (CUAS) sensor feeds for the Advanced Battle Management System.
  • Completed the MoonFall Preliminary Design Review, verifying the Elytra spacecraft’s design to support the flagship NASA mission to the Moon’s south pole.
  • Achieved a FORGE operational milestone for the U.S. Space Force system developed by SciTec, incorporating data from the Space Systems Command’s Wide Field of View space vehicle in geostationary Earth orbit (GEO) and expanding the system’s observational reach to strengthen missile warning and defense.
  • Completed the critical design review for Blue Ghost’s mission to the South Pole, progressing development of the spacecraft for the NASA flight.
  • Awarded a third hypersonic task order for Alpha from a confidential customer.

2026 Full-Year Guidance

  • Firefly expects 2026 full-year revenue to be between $440 million and $450 million.

Conference Call

Firefly will host a conference call today at 4:00 p.m. CT (5:00 p.m. ET) to discuss its third quarter 2026 financial results.

The live webcast and accompanying presentation, as well as a replay of the webcast, will be available on Firefly’s Investor Relations website: investors.fireflyspace.com.

About Firefly Aerospace

Firefly Aerospace is a space and defense technology company on a mission to reliably and repeatedly launch, land, and operate space systems from Earth to the Moon and beyond. As the partner of choice for responsive space missions, Firefly is the first commercial company to launch a satellite to orbit with approximately 24-hour notice and the first to achieve a successful Moon landing. Firefly’s launch, lunar, and orbital vehicles paired with its AI software and data processing capabilities support end-to-end missions across cislunar space, including payload delivery and maneuverability, space domain awareness, and missile warning and tracking. Established in 2017, Firefly’s engineering, manufacturing, and test facilities are co-located in central Texas to enable rapid innovation and vertical integration across the company’s product lines. For more information, visit www.fireflyspace.com. Firefly utilizes its website as a means to distribute material information about the company to the public.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning Firefly. Statements included in this press release that are not statements of historical fact, including statements about our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance, are forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. In some cases, you can identify forward-looking statements by terminology such as “advance,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “target,” “will,” “would,” or the negative of these terms or other comparable terminology. In particular, our outlook and revenue forecasts for full-year 2026, statements about our programs and innovation, our ability or expectations regarding our partnerships, collaborations and contract wins, our expectations regarding new vehicle launches and launch timelines, and our ability to retain existing customers and maintain their bookings are forward-looking statements.

Various risks that could cause actual results to differ from those expressed by the forward-looking statements included in this press release include, but are not limited to our failure to manage our growth effectively and our ability to achieve and maintain profitability; the potential for delayed or failed launches, and any failure of our launch vehicles and spacecraft to operate as intended; our inability to manufacture our launch vehicles, landers, or orbital vehicles at a quantity and quality that our customers demand; the hazards and operational risks that our products and service offerings are exposed to, including the wide and unique range of risks due to the unpredictability of space; the market for commercial launch services for small- and medium-sized payloads not achieving the growth potential we expect; adverse impacts from current or future disruptions in U.S. government operations, including as a result of delays or reduction in appropriations or regulatory approvals from our programs, or changes in U.S. government funding and budgetary priorities and spending levels; our dependence on contracts entered into in the ordinary course of business and our dependence on major customers and vendors; a loss of, or default by, one or more of our major customers, or a material adverse change in any such customer’s business or financial condition, could materially reduce our revenues and backlog; uncertain global macro-economic and political conditions, including the implementation of tariffs; the failure of our information technology systems, physical or electronic security protections; our failure to deliver engines, intellectual property, or certain services to AST SpaceMobile on the required timelines, or at all; the inability to operate Alpha at our anticipated launch rate (including due to potential regulatory delays) or finalize the development and delivery of Eclipse; our failure to establish and maintain important relationships with government agencies and prime contractors; the inability to realize our backlog; evolving government laws and regulations; our ability to consummate future acquisitions and successfully integrate operations in such acquisitions; our ability to implement and maintain effective internal control over financial reporting in the future; and the factors, risks and uncertainties included in our filings with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Actual results may vary from the estimates provided. We undertake no intent or obligation to publicly update or revise any of the estimates and other forward-looking statements made in this announcement, whether as a result of new information, future events or otherwise, except as required by law.

Use of Non-GAAP Financial Measures

Adjusted EBITDA, Free Cash Flow, Non-GAAP Research and Development, Non-GAAP Selling, General, and Administrative, Non-GAAP Operating Expenses, Non-GAAP Loss from Operations, Non-GAAP Other Income (Expense), Non-GAAP Net Loss, and Non-GAAP Net Loss Per Share are non-GAAP financial measures. These non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. A reconciliation of each non-GAAP financial measure to the most directly comparable financial measure prepared in accordance with U.S. GAAP is included in the supplemental financial data attached to this press release. Non-GAAP financial measures have important limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of Firefly’s performance or cash flows as reported under U.S. GAAP. Non-GAAP financial measures may be defined differently by other companies in our industry and may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Firefly believes non-GAAP financial information provides additional insight into the Company’s ongoing performance and liquidity. Therefore, Firefly provides this information to investors for a more consistent basis of comparison and to help them evaluate the Company’s ongoing performance and liquidity and to enable more meaningful period-to-period comparisons.

Adjusted EBITDA

We define Adjusted EBITDA as net loss, adjusted for provision for income taxes, interest income, interest expense, depreciation and amortization, stock-based compensation expense, change in fair value of warrant liability, loss on extinguishment of debt, certain one-time costs related to the IPO, transaction-related expenses, gain on settlement of contingent liabilities, and certain other items that are not expected to recur in the future or that management does not view as reflective of the performance of the business. In addition to net loss, we use Adjusted EBITDA to evaluate our business, measure its performance, and make strategic decisions.

We believe that Adjusted EBITDA provides useful information to management, investors, and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance. Net loss is the U.S. GAAP measure most directly comparable to Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net loss. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Free Cash Flow

We define Free Cash Flow as net cash used in operating activities, less purchases of property and equipment and internal-use software. We believe that Free Cash Flow is a meaningful indicator of liquidity that provides information to management and investors about the amount of cash generated from or used in operations, after purchases of property and internal-use software, that (after any debt service requirements or other non-discretionary expenditures not otherwise deducted from the measure) can be used for strategic initiatives, including continuous investment in our business and strengthening our balance sheet.

Free Cash Flow has limitations as a liquidity measure, and you should not consider it in isolation or as a substitute for analysis of our cash flows as reported under U.S. GAAP. Free Cash Flow may be affected in the near to medium term by the timing of capital investments, fluctuations in our growth and the effect of such fluctuations on working capital, and our changes in our cash conversion cycle.

Non-GAAP Research and Development

We define Non-GAAP Research and Development as research and development, adjusted for stock-based compensation expense. Management believes this non-GAAP measure provides investors with meaningful insight into results from ongoing operations by excluding items of income or loss to present it in accordance with how management manages the business.

Non-GAAP Selling, General, and Administrative

We define Non-GAAP Selling, General and Administrative as selling, general and administrative, adjusted for amortization of acquired intangibles, stock-based compensation expense, certain one-time costs related to the IPO, transaction-related expenses, and certain other items that are not expected to recur in the future or that management does not view as reflective of the performance of the business. Management believes this non-GAAP measure provides investors with meaningful insight into results from ongoing operations by excluding items of income or loss to present it in accordance with how management manages the business.

Non-GAAP Operating Expenses

We define Non-GAAP Operating Expenses as operating expenses, adjusted for amortization of acquired intangibles, stock-based compensation expense, certain one-time costs related to the IPO, transaction-related expenses, and certain other items that are not expected to recur in the future or that management does not view as reflective of the performance of the business. Management believes this non-GAAP measure provides investors with meaningful insight into results from ongoing operations by excluding items of income or loss to present it in accordance with how management manages the business.

Non-GAAP Loss From Operations

We define Non-GAAP Loss From Operations as loss from operations, adjusted for amortization of acquired intangibles, stock-based compensation expense, certain one-time costs related to the IPO, transaction-related expenses, and certain other items that are not expected to recur in the future or that management does not view as reflective of the performance of the business. Management believes this non-GAAP measure provides investors with meaningful insight into results from ongoing operations by excluding items of income or loss to present it in accordance with how management manages the business.

Non-GAAP Other Income (Expense)

We define Non-GAAP Other Income (Expense) as other income (expense), adjusted for change in fair value of warrant liability, gain on settlement of contingent liabilities, loss on extinguishment of debt, and certain other items that are not expected to recur in the future or that management does not view as reflective of the performance of the business. Management believes this non-GAAP measure provides investors with meaningful insight into results from ongoing operations by excluding items of income or loss to present it in accordance with how management manages the business.

Non-GAAP Net Loss

We define Non-GAAP Net Loss as net loss, adjusted for the income tax effect of business acquisitions, amortization of acquired intangibles, stock-based compensation, change in fair value of warrant liability, loss on extinguishment of debt, certain one-time costs related to the IPO, transaction-related expenses, gain on settlement of contingent liabilities, and certain other items that are not expected to recur in the future or that management does not view as reflective of the performance of the business. Management believes this non-GAAP measure provides investors with meaningful insight into results from ongoing operations by excluding items of income or loss to present it in accordance with how management manages the business.

Contacts

Media Relations
press@fireflyspace.com 

Investor Relations
investors@fireflyspace.com 

CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS
(unaudited; in thousands, except per share amounts)

    For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
    2026     2025     2026     2025  
Revenue   $ 110,682     $ 30,778     $ 309,244     $ 102,182  
Cost of sales     85,385       22,288       242,611       87,477  
Gross profit     25,297       8,490       66,633       14,705  
Operating expenses                        
Research and development     75,991       48,763       215,032       142,549  
Selling, general, and administrative     50,884       21,920       144,044       47,243  
Total operating expenses     126,875       70,683       359,076       189,792  
Loss from operations     (101,578 )     (62,193 )     (292,443 )     (175,087 )
Other income (expense), net                        
Change in fair value of warrant liability     4,040       (42,150 )     (269 )     (47,257 )
Loss on extinguishment of debt     —       (30,400 )     —       (30,400 )
Interest income     4,460       5,289       14,770       8,078  
Interest expense     (1,637 )     (3,955 )     (7,036 )     (17,145 )
Gain on settlement of contingent liabilities     —       —       1,307       —  
Other income (expense), net     559       (3 )     552       4,528  
Total other income (expense), net     7,422       (71,219 )     9,324       (82,196 )
Loss before income taxes     (94,156 )     (133,412 )     (283,119 )     (257,283 )
Provision for income taxes     42       —       74       —  
Net loss and comprehensive loss     (94,198 )     (133,412 )     (283,193 )     (257,283 )
Less: Accretion of dividends of Series C Preferred Stock     —       (2,298 )     —       (13,240 )
Less: Accretion of dividends of Series D-1 Preferred Stock     —       (4,524 )     —       (21,989 )
Less: Accretion of dividends of Series D-3 Preferred Stock     —       (128 )     —       (394 )
Net loss available to common stockholders   $ (94,198 )   $ (140,362 )   $ (283,193 )   $ (292,906 )
                         
Net loss per common share                        
Basic and diluted   $ (0.56 )   $ (1.50 )   $ (1.73 )   $ (7.25 )
Weighted-average common shares outstanding                        
Basic and diluted     168,371       93,849       163,265       40,389  
                                 

CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands, except per share amounts)

    September 30,     December 31,  
    2026     2025  
Assets            
Current assets            
Cash and cash equivalents   $ 409,285     $ 792,966  
Short-term investments     125,447       100,008  
Accounts receivable, net     56,412       46,129  
Advanced payments, current     79,664       12,350  
Contract assets     25,417       3,499  
Other current assets     19,159       8,223  
Total current assets     715,384       963,175  
Advanced payments, less current portion     14,380       60,496  
Property and equipment, net     197,397       163,738  
Right-of-use assets – operating leases     38,827       13,938  
Right-of-use assets – finance leases     2,527       3,735  
Intangible assets, net     147,706       165,709  
Goodwill     463,619       450,119  
Other assets, less current portion     2,119       4,024  
Total assets   $ 1,581,959     $ 1,824,934  
             
Liabilities, temporary equity, and stockholders’ equity            
Current liabilities            
Accounts payable   $ 66,820     $ 35,626  
Accrued expenses     43,423       42,755  
Accounts payable and accrued expenses – related parties     805       330  
Operating lease liability, current     4,039       1,161  
Finance lease liability, current     1,411       1,056  
Deferred revenue, current     171,172       116,135  
Notes payable, current     7,284       7,099  
Other current liabilities     17,533       9,419  
Total current liabilities     312,487       213,581  
Operating lease liability, less current portion     40,776       15,832  
Finance lease liability, less current portion     855       2,004  
Deferred revenue, less current portion     46,004       92,565  
Notes payable, less current portion     17,820       281,441  
Warrant liability     12,563       12,294  
Other liabilities, less current portion     7,928       17,278  
Total liabilities   $ 438,433     $ 634,995  
Stockholders’ equity            
Common stock, $0.0001 par value, 1,000,000 shares authorized as of September 30, 2026 and December 31, 2025; 171,627 and 159,276 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively     18       17  
Additional paid-in capital, net     2,446,980       2,210,201  
Accumulated deficit     (1,303,472 )     (1,020,279 )
Total stockholders’ equity     1,143,526       1,189,939  
Total liabilities and stockholders’ equity   $ 1,581,959     $ 1,824,934  
                 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)

    For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
    2026     2025     2026     2025  
Cash flows from operating activities                        
Net loss   $ (94,198 )   $ (133,412 )   $ (283,193 )   $ (257,283 )
Adjustments to reconcile net loss to net cash used in operating activities:                        
Depreciation and amortization     13,293       5,623       43,181       13,539  
Stock-based compensation     15,292       4,000       44,831       5,191  
Change in fair value of warrant liability     (4,040 )     42,150       269       47,257  
Loss on extinguishment of debt     —       30,400       —       30,400  
Gain on settlement of contingent liabilities     —       —       (1,307 )     —  
Non-cash interest expense     428       1,009       1,249       4,595  
Non-cash interest income     (83 )     —       (2,444 )     —  
Changes in operating assets and liabilities:                        
Accounts receivable     1,703       511       (10,135 )     (4,123 )
Advanced payments     (12,183 )     (4,228 )     (20,556 )     34,550  
Contract assets     (5,478 )     —       (21,918 )     —  
Other assets     (1,829 )     3,242       (4,974 )     (996 )
Accounts payable     4,622       (1,956 )     25,471       (5,300 )
Accrued expenses     (7,761 )     (7,280 )     1,849       (5,035 )
Accounts payable and accrued expenses – related parties     (641 )     349       475       704  
Other liabilities     12,162       (622 )     818       (11,812 )
Right-of-use assets     2,487       563       4,333       1,549  
Lease liabilities     (1,111 )     (4,583 )     (235 )     (6,646 )
Deferred revenue     7,637       11,188       8,476       15,745  
  Net cash used in operating activities     (69,700 )     (53,046 )     (213,810 )     (137,665 )
Cash flows from investing activities                        
Purchases of property and equipment and internal-use software     (15,559 )     (8,920 )     (56,648 )     (20,757 )
Purchases of short-term investments     —       —       (125,000 )     —  
Payments for acquisitions of businesses, net of acquired cash     —       —       (3,699 )     —  
Proceeds from sale of short-term investments     50,000       —       100,008       —  
  Net cash used in investing activities     34,441       (8,920 )     (85,339 )     (20,757 )
Cash flows from financing activities                        
Proceeds from issuance of common stock     —       943,736       184,111       943,736  
Payments of offering costs     (1,055 )     (4,208 )     (2,557 )     (4,208 )
Proceeds from issuance of Preferred Stock     —       51,390       —       235,506  
Principal payments on finance leases     (264 )     (283 )     (796 )     (1,166 )
Payments of notes payable     (1,918 )     (128,262 )     (5,863 )     (131,457 )
Payment of IPO Closing Preferred Stock Dividend     —       (4,990 )     —       (4,990 )
Repayment of notes payable – related parties     —       (21,117 )     —       (21,117 )
Payments of debt issuance costs     (171 )     (1,508 )     (1,359 )     (2,083 )
Proceeds from repayment of employee note     18       13       43       396  
Proceeds from issuance of notes payable     —       —       1,730       —  
Repayment of Revolving Credit Facility     —       —       (260,000 )     —  
Proceeds from exercise of stock options, net of shares withheld for taxes     (11,883 )     1,643       159       2,238  
  Net cash (used in) provided by financing activities     (15,273 )     836,414       (84,532 )     1,016,855  
Net (decrease) increase in cash and cash equivalents and restricted cash     (50,532 )     774,448       (383,681 )     858,433  
Cash and cash equivalents and restricted cash                        
Balance, beginning of period     459,817       221,543       792,966       137,558  
Balance, end of period   $ 409,285     $ 995,991     $ 409,285     $ 995,991  
Reconciliation of cash and cash equivalents and restricted cash                        
Cash and cash equivalents   $ 409,285     $ 995,162     $ 409,285     $ 995,162  
Restricted cash     —       829       —       829  
Total cash and cash equivalents and restricted cash at the end of the period   $ 409,285     $ 995,991     $ 409,285     $ 995,991  
                                 

    For the Three Months
Ended September 30,
  For the Nine Months
Ended September 30,
    2026   2025   2026   2025
Supplemental disclosures of cash flow information                
Cash paid for interest   $ 1,423   $ 3,342   $ 6,969   $ 14,443
Non-cash investing and financing activities                
Increase in accounts payable for property and equipment   $ 1,465   $ 492   $ 2,577   $ 1,905
Property and equipment acquired through loans   $ —   $ —   $ 642   $ —
Capitalized interest (paid-in-kind)   $ —   $ 573   $ —   $ 683
Equity issued for business combinations   $ —   $ —   $ 10,144   $ —
Issuance of debt in exchange for software licenses and obligations   $ —   $ —   $ —   $ 664
Acquisition of internal-use software licenses and obligations   $ 756   $ 10,633   $ 4,297   $ 10,633
Right-of-use asset acquired in exchange for operating lease liabilities   $ 4,857   $ —   $ 9,923   $ —
Right-of-use asset acquired in exchange for finance lease liabilities   $ —   $ —   $ —   $ 1,625
Net exercise of Common Warrants into common stock   $ —   $ 46,060   $ —   $ 46,060
Unpaid deferred offering costs associated with IPO   $ —   $ 7,195   $ —   $ 7,195
Preferred Stock issuance costs not yet paid   $ —   $ 3,510   $ —   $ 3,510
Issuance of common stock to settle Preferred Stock Dividend   $ —   $ 86,124   $ —   $ 86,124
Conversion of Preferred Stock to common stock upon IPO   $ —   $ 937,087   $ —   $ 937,087
Non-cash purchase consideration for acquisitions of businesses   $ —   $ —   $ 5,438   $ —
                         

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(unaudited; in thousands)

The following tables present reconciliations of Adjusted EBITDA, Free Cash Flow, Non-GAAP Research and Development, Non-GAAP Selling, General, and Administrative, Non-GAAP Operating Expenses, Non-GAAP Other Income (Expense), Non-GAAP Net Loss, and Non-GAAP Net Loss Per Share to their most directly comparable financial measures presented in accordance with U.S. GAAP:

    For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
    2026     2025     2026     2025  
Net loss   $ (94,198 )   $ (133,412 )   $ (283,193 )   $ (257,283 )
Adjusted for:                        
Provision for income taxes     42       —       74       —  
Interest income     (4,460 )     (5,289 )     (14,770 )     (8,078 )
Interest expense     1,637       3,955       7,036       17,145  
Depreciation and amortization     13,627       6,447       44,389       14,363  
Stock-based compensation expense     15,292       4,000       44,831       5,191  
Change in fair value of warrant liability     (4,040 )     42,150       269       47,257  
Loss on extinguishment of debt     —       30,400       —       30,400  
One-time costs related to the IPO(1)     —       3,792       —       8,012  
Transaction-related expenses     2,587       1,528       7,220       1,528  
Gain on settlement of contingent liabilities     —       —       (1,307 )     —  
Other(2)     (14 )     97       1       97  
Adjusted EBITDA   $ (69,527 )   $ (46,332 )   $ (195,450 )   $ (141,368 )
                         
    For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
    2026     2025     2026     2025  
Net cash used in operating activities   $ (69,700 )   $ (53,046 )   $ (213,810 )   $ (137,665 )
Purchases of property and equipment and internal-use software     (15,559 )     (8,920 )     (56,648 )     (20,757 )
Free Cash Flow   $ (85,259 )   $ (61,966 )   $ (270,458 )   $ (158,422 )

(1) Represents costs incurred related to the IPO that do not meet the direct and incremental criteria per SEC Staff Accounting Bulletin Topic 5.A that were netted against the gross proceeds of the IPO and are not expected to recur in the future.

(2) Other includes (gain) loss on foreign exchange and executive severance.

    For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
    2026     2025     2026     2025  
Research and development   $ 75,991     $ 48,763     $ 215,032     $ 142,549  
Stock-based compensation expense     (8,279 )     (501 )     (22,682 )     (796 )
Non-GAAP Research and Development   $ 67,712     $ 48,262     $ 192,350     $ 141,753  
                         
Selling, general, and administrative   $ 50,884     $ 21,920     $ 144,044     $ 47,243  
Amortization of acquired intangibles     (5,000 )     —       (15,000 )     —  
Stock-based compensation expense     (7,013 )     (3,499 )     (22,149 )     (4,395 )
One-time costs related to the IPO(1)     —       (3,792 )     —       (8,012 )
Transaction-related expenses     (2,587 )     (1,528 )     (7,220 )     (1,528 )
Other(2)     —       (97 )     —       (97 )
Non-GAAP Selling, General, and Administrative   $ 36,284     $ 13,004     $ 99,675     $ 33,211  
                         
Operating expenses   $ 126,875     $ 70,683     $ 359,076     $ 189,792  
Amortization of acquired intangibles     (5,000 )     —       (15,000 )     —  
Stock-based compensation expense     (15,292 )     (4,000 )     (44,831 )     (5,191 )
One-time costs related to the IPO(1)     —       (3,792 )     —       (8,012 )
Transaction-related expenses     (2,587 )     (1,528 )     (7,220 )     (1,528 )
Other(2)     —       (97 )     —       (97 )
Non-GAAP Operating Expenses   $ 103,996     $ 61,266     $ 292,025     $ 174,964  
                         
Loss from operations   $ (101,578 )   $ (62,193 )   $ (292,443 )   $ (175,087 )
Amortization of acquired intangibles     5,000       —       15,000       —  
Stock-based compensation expense     15,292       4,000       44,831       5,191  
One-time costs related to the IPO(1)     —       3,792       —       8,012  
Transaction-related expenses     2,587       1,528       7,220       1,528  
Other(2)     —       97       —       97  
Non-GAAP Loss from Operations   $ (78,699 )   $ (52,776 )   $ (225,392 )   $ (160,259 )
                         
Other income (expense)   $ 7,422     $ (71,219 )   $ 9,324     $ (82,196 )
Change in fair value of warrant liabilities     (4,040 )     42,150       269       47,257  
Gain on settlement of contingent liabilities     —       —       (1,307 )     —  
Loss on extinguishment of debt     —       30,400       —       30,400  
Other(2)     (14 )     —       1       —  
Non-GAAP Other Income (Expense)   $ 3,368     $ 1,331     $ 8,287     $ (4,539 )
                         
Net loss   $ (94,198 )   $ (133,412 )   $ (283,193 )   $ (257,283 )
Income tax effect of business acquisitions     —       —       128       —  
Amortization of acquired intangibles     5,000       —       15,000       —  
Stock-based compensation     15,292       4,000       44,831       5,191  
Change in fair value of warrant liability     (4,040 )     42,150       269       47,257  
Loss on extinguishment of debt     —       30,400       —       30,400  
One-time costs related to the IPO(1)     —       3,792       —       8,012  
Transaction-related expenses     2,587       1,528       7,220       1,528  
Gain on settlement of contingent liabilities     —       —       (1,307 )     —  
Other(2)     (14 )     97       1       97  
Non-GAAP Net Loss   $ (75,373 )   $ (51,445 )   $ (217,051 )   $ (164,798 )
                         
Basic and diluted weighted average shares outstanding     168,371       93,849       163,265       40,389  
                         
GAAP net loss per share, basic and diluted   $ (0.56 )   $ (1.50 )   $ (1.73 )   $ (7.25 )
Non-GAAP net loss per share, basic and diluted   $ (0.45 )   $ (0.55 )   $ (1.33 )   $ (4.08 )

(1) Represents costs incurred related to the IPO that do not meet the direct and incremental criteria per SEC Staff Accounting Bulletin Topic 5.A that were netted against the gross proceeds of the IPO and are not expected to recur in the future.

(2) Other includes (gain) loss on foreign exchange and executive severance.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/09da17c2-1408-4bda-8bd3-548379915069

MONTREAL, Nov. 10, 2026 (GLOBE NEWSWIRE) — NanoXplore Inc. (“NanoXplore” or “the Corporation”) (TSX: GRA and OTCQX: NNXPF), a world-leading graphene company, reported its financial results today for the three-month period ended September 30, 2026.

All amounts in this press release are in Canadian dollars, unless stated otherwise.

Key Financial Highlights Q1-2027

  • Total revenues of $31,813,813 compared to $23,442,651 last year, representing a 36% increase;
  • Adjusted gross margin(1) on revenues from customers of 21.7% compared to 17.3% last year;
  • Loss of $3,535,293 compared to a loss of $3,776,330 last year;
  • Adjusted EBITDA(2) of $714,160 compared to an Adjusted EBITDA(2) loss of $1,390,101 last year;
  • Adjusted EBITDA(2) of $817,764 compared to an Adjusted EBITDA(2) loss of $1,318,758 last year for the Advanced Materials, Plastics and Composite Products segment;
  • Adjusted EBITDA(2) loss of $103,604 compared to $71,343 last year for the Battery Cells and Materials segment;
  • Total liquidity of $28,517,890 as at September 30, 2026, including cash and cash equivalents of $23,517,890;
  • Total long-term debt of $9,820,218 as at September 30, 2026, lower by $734,217 compared to June 30, 2026.

Financial Outlook

Based on the visibility we have today and the various initiatives in progress or that will begin to generate revenues during the year, we expect total revenues in the second quarter to be between $31M and $32M and we are reiterating our guidance for fiscal year 2027 between $130M and $140M.

Overview

Rocco Marinaccio, President & Chief Executive Officer, stated: “Q1 was a strong start to fiscal 2027, with revenue up 36% to $31.8 million, adjusted gross margin up 440 basis points to 21.7%, and positive adjusted EBITDA. In October, we began commercial supply of graphene masterbatch to our lead insulating foam customer, a major milestone for the graphene industry, and we’re encouraged by the growth potential we see as this relationship develops. I’m equally proud of our team’s commitment to safety: our total recordable injury frequency improved to 2.0 from last year’s record 3.1.”

Business update

Commercial Update

Insulating foams

During Q1, we continued to work with a major North American insulating foam customer and in October 2026, started commercialization of NanoXplore graphene in foams with a 40 metric tonne order of masterbatch (30% graphene powder by weight). We expect to ramp up quickly with volumes exceeding 500 tonnes of masterbatch during the current fiscal year. This customer remains on track for approximately 1,000 tonnes per year of masterbatch in their first full year of production with the potential for additional volume growth thereafter. NanoXplore is in negotiations with this customer to expand masterbatch production capability to meet their growing needs. Several other insulating foam customers continue performing plant trials and are also expected to begin purchasing during the current fiscal year if performance and compatibility requirements are proven out on the industrial scale. NanoXplore expanded promotion of graphene in insulating foam to European customers this quarter and began lab and plant trials in the EU for improved thermal management and flame retardancy.

Industrial and Consumer plastic films

New graphene evaluation projects are currently underway with a host of film manufacturers, converters, and end users in the fields of packaging, agriculture, industrial films, and consumer goods. During the quarter, NanoXplore expanded the promotion of graphene-enhanced films starting a new collaboration with a major global consumer brand of trash bags to help reduce their overall plastic consumption, increase their use of recycled resin, and lower their overall material costs.   Large consumer brands typically follow longer, more rigorous development cycles, but several industrial customers could commercialize much sooner following successful plant trials.   The high performance of D-Series graphene in this application allows for low graphene addition rates allowing higher pricing and profit margins for graphene while still achieving customer cost targets.

Drilling fluids

CP Chem has shipped NanoSlide® samples to multiple prospective customers both domestically and internationally for evaluation, and all customers that have completed initial laboratory testing have confirmed that NanoSlide® performs as intended. Several key customers requested formulation adjustments for faster friction reduction and immediate boost of drilling speed specifically for certain geographical regions and conditions. CP Chem is creating an additional product under the NanoSlide® brand to achieve these performance features. This request is being driven by dramatic price hikes in oil-based drilling operations that can now be completed less expensively with water-based drilling fluids and high-performance lubricant. The next phase of the customer evaluations involves well trials, which are the key determinant in advancing toward commercial adoption. As prospective customers continue to advance through testing and qualification, the companies believe NanoSlide® remains well positioned for broader market adoption.

Conductive graphene

NanoXplore advanced a project this quarter with a large compounder of conductive masterbatches for plastics to create a hybrid formulation that uses graphene in combination with carbon black to achieve higher conductivity performance at lower cost than conductive carbon black alone. Both companies will be able to sell the masterbatch once finalized. It is currently being scaled up to production batches for customer sampling and evaluations. Several other graphene conductivity projects are in progress for energy storage and electronic applications with a longer sales cycle but potentially higher profitability.

Graphene-enhanced molded thermoplastics

NanoXplore continues working on a process of converting Club Car’s thermoplastic formulation from virgin polypropylene base material to a graphene enhanced recycled compound to boost sustainability and improve margins for both companies.

As an advanced materials company and the largest graphene company in the World, NanoXplore has been working on producing its’ own graphene enhanced Sheet Molded Compound (SMC) material over the past few years. We are pleased to announce that during the Advanced Materials Expo (CAMX) in October, we officially rolled out our technology. The new product line will offer external molding customers the performance advantages of NanoXplore’s graphene-enhanced SMC material for lightweighting, surface quality, and paintability, while also vertically integrating material supply to the Corporation’s SMC molding business for expanded profitability. Internal adoption of the Grapheneblacktm SMC will begin in Q3 as will promotion and commercialization to the external molding customers.

Graphene-enhanced recycled plastics

The addition of the Corporation’s dry-processed graphene (D-series) has expanded opportunities in this area. In addition to the current conversation of Club Car’s volume to a graphene enhanced recycled formulation, NanoXplore is also pursuing additional graphene-based recycled business through Canuck Compounders at several major accounts including consumer packaging and automotive customers. The Corporation expects conversion to graphene-enhanced recycled compounds to begin in early calendar 2027 with the Corporation’s graphene and recycled compounds from Canuck Compounders.

Finally, developments in graphene-enhanced recycled compounds since the acquisition of Canuck Compounders is expected to replace carbon black in the majority of the product offerings, improving mechanical performance while supporting customers’ sustainability objectives.

VoltaXplore Update

During the three-month period ended September 30, 2026, VoltaXplore continued to supply cells to prospective customers for testing and qualification. These evaluations are ongoing.

On September 17, 2026, the Corporation announced that it had been selected as a qualified supplier under the Government of Canada’s Defence Drone Initiative (“DDI”) Marketplace, in Stream 5 (Innovation and Experimentation). The qualification covers VoltaXplore’s graphene-enhanced lithium-ion 21700 cells as well as the Corporation’s graphene-enhanced composite components.

On October 5, 2026, VoltaXplore established an Advisory Board and appointed Jonathan Blanshay, founder and Executive Chairman of Galvion Inc., as its first member.

VoltaXplore’s technology development continues to be supported by Natural Resources Canada’s Energy Innovation Program and the National Research Council of Canada’s Industrial Research Assistance Program (“IRAP”).

VoltaXplore continues to pursue supply opportunities with the Canadian Armed Forces, the Department of National Defence (DND), and other Government of Canada purchasers, including through the DDI Marketplace, either directly or through its partners and customers, typically module and pack manufacturers, with whom letters of intent have been executed.

Large-Scale Dry Process Graphene (D-Series) Manufacturing

The Corporation’s dry-exfoliation process produces GrapheneBlack xGnP™ D-Series graphene which addresses markets largely complementary to those served by the Corporation’s liquid-phase exfoliation products (X-Series), with limited overlap in application.

During the three-month period ended September 30, 2026, commissioning and internal product qualification were completed for one of the principal D-Series grades, and the production module demonstrated steady-state production of that grade. The module is designed to deliver annual production capacity of up to 1,000 tonnes, depending on product grade. The module is currently also being used for process optimization and qualification of the remaining D-Series grades, and the Corporation expects engineering improvements and the production ramp-up to continue over the next two quarters.

Customer qualification is ongoing with customers that have received D-Series graphene produced on the commercial large-scale module. Developments in specific applications are described under “Commercial Update.”

* Non-IFRS Measures

The Corporation prepares its financial statements under IFRS. However, the Corporation considers certain non-IFRS financial measures as useful additional information in measuring the financial performance and condition of the Corporation. These measures, which the Corporation believes are widely used by investors, securities analysts and other interested parties in evaluating the Corporation’s performance, do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similarly titled measures presented by other publicly traded companies, nor should they be construed as an alternative to financial measures determined in accordance with IFRS. Non-IFRS measures include “Adjusted EBITDA” and “Adjusted gross margin”.

The following tables provide a reconciliation of IFRS “Loss” to Non-IFRS “Adjusted EBITDA” and of IFRS “Gross margin” to Non-IFRS “Adjusted Gross margin” for the three-month periods ended September 30, 2026 and 2025.

IFRS “Loss” to Non-IFRS “Adjusted EBITDA”

  Q1-2027   Q1-2026  
  $   $  
     
Loss (3,535,293)   (3,776,330)  
Current and deferred income tax recovery (347,620)   (916,496)  
Net interest expenses 696,031   336,811  
Foreign exchange 284,663   (233,948)  
Share-based compensation expenses 251,628   204,546  
Non-operational items (1) 22,500   40,000  
Depreciation and amortization 3,342,251   2,955,316  
Adjusted EBITDA 714,160   (1,390,101)  
– From Advanced Materials, Plastics and Composite Products 817,764   (1,318,758)  
– From Battery Cells and Materials (103,604)   (71,343)  
     

(1) Non-operational items consist of professional fees mainly due to credit agreement renewal and prospectuses related fees.
.
IFRS “Gross margin” to Non-IFRS “Adjusted Gross margin”

  Q1-2027   Q1-2026  
  $   $  
         
Revenues from customers 31,160,777   22,986,917  
Cost of sales 24,397,364   19,021,547  
Adjusted gross margin 6,763,413   3,965,370  
Depreciation (production) 2,159,993   1,773,312  
Gross margin 4,603,420   2,192,058  
         

Reporting Segments results

NanoXplore reports its financials in two distinct segments: Advanced Materials, Plastics and Composite Products and Battery Cells and Materials.

  Q1-2027   Q1-2026       Variation  
  $   $   $   %  
         
From Advanced Materials, Plastics and Composite Products
Revenues 31,485,118   23,163,536   8,321,582   36%  
Non-IFRS Measures:        
Adjusted EBITDA * 817,764   (1,318,758)   2,136,522   162%  
         
From Battery Cells and Materials
Revenues 328,695   279,115   49,580   18%  
Non-IFRS Measures:        
Adjusted EBITDA * (103,604)   (71,343)   (32,261)   (45%)  
                 

A. Results of operations variance analysis – Three-month periods

Revenues

  Q1-2027
Q1-2026
Variation
  $
$
$
%
               
Revenues from customers 31,160,777   22,986,917   8,173,860   36%  
Other income 653,036   455,734   197,302   43%  
Total revenues 31,813,813   23,442,651   8,371,162   36%  
                 

All revenues are coming from the Advanced Materials, Plastics and Composite Products segment, except for $328,695 of revenues from Other income [Q1-2026 – $82,395 of revenues from customers and $196,720 from Other income] from the Battery Cells and Materials segment.

Revenues from customers increased from $22,986,917 in Q1-2026 to $31,160,777 in Q1-2027. This increase is mainly due to higher volume partially offset by lower tooling revenues.

Other income increased from $455,734 in Q1-2026 to $653,036 in Q1-2027. The variation is due to grants and refundable tax credits received for Research & Development (“R&D”) programs.

Adjusted EBITDA

1) From Advanced Materials, Plastics and Composite Products

The adjusted EBITDA improved from an Adjusted EBITDA loss of $1,318,758 in Q1-2026 to an Adjusted EBITDA of $817,764 in Q1-2027. The variation is explained as follows:

  • Adjusted gross margin on revenues from customers increased by $2,880,438 compared to last year due to higher volume, improved productivity and cost control;
  • Higher Other income of $65,327;
  • Partially offset by higher selling, general & administration expenses and R&D expenses (“Operational expenses”) of $791,743.

2) From Battery Cells and Materials

The adjusted EBITDA loss increased from $71,343 in Q1-2026 to $103,604 in Q1-2027. The variation is explained by a decrease of revenues from customers of $82,395 and an increase of Operational expenses of $81,841 partially offset by higher Other income of $131,975.

B. Other

Additional information about the Corporation, including the Corporation’s Management Discussion and Analysis for the three-month periods ended September 30, 2026 and 2025 (“MD&A”) and the Corporation’s consolidated financial statements for the three-month periods ended September 30, 2026 and 2025 (the “financial statements”) can be found at www.nanoxplore.ca.

Webcast

NanoXplore will hold a webcast today, November 10, 2026, at 5:00 pm EST to review its three-month period ended September 30, 2026. Rocco Marinaccio, CEO and President of NanoXplore, and Pedro Azevedo, Chief Financial Officer, will host the event. To access the webcast please click on the link https://edge.media-server.com/mmc/p/vi58wrij or you can access through our website in the Investors section under Events and Presentations. A replay of this event can be accessed via the above link or on our website.

About NanoXplore Inc.

NanoXplore is the world’s largest manufacturer of high-quality, cost-effective graphene, with 4,000 metric tons of annual production capacity in Montreal, Canada. The Company manufactures and supplies high volume graphene powders and provides standard and custom graphene-enhanced plastic and composite products to various customers in transportation, packaging, electronics, and other industrial sectors. The Corporation is also a silicon-graphene enhanced Li-ion battery manufacturer for the energy storage, defense, and industrial markets. The company holds global regulatory approval for unlimited sales volumes of graphene in North America and serves as the lead REACH registrant for graphene in both the EU and the United Kingdom — providing customers with an unmatched combination of scale, quality assurance, and regulatory certainty. NanoXplore is headquartered in Montreal, Quebec with manufacturing facilities in Canada, the United States and Europe.  

Please visit www.nanoxplore.ca

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements within the meaning of applicable Canadian securities laws with respect to the Corporation. Such forward-looking statements are dependent upon a certain number of factors and are subject to risks and uncertainties. Actual results may differ from those expected. The Corporation considers the assumptions on which these forward-looking statements are based to be reasonable, but it advises the reader that these assumptions with regard to future events, many of which are beyond the Corporation’s control, could prove incorrect as they are subject to risks and uncertainties inherent in the Corporation’s activities. Management does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information of future events, except when required by the regulatory authorities.

This press release contains forward-looking statements. When used in this press release, the words ‘‘may’’, ‘‘would’’, ‘‘could’’, ‘‘will’’, ‘‘intend’’, ‘‘plan’’, ‘‘anticipate’’, ‘‘believe’’, ‘‘seek’’, ‘‘propose’’, ‘‘estimate’’, ‘‘project’’, ‘‘expect’’ and similar expressions are intended to identify forward-looking statements. In particular, this press release contains forward-looking statements with respect to, among other things, business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect NanoXplore’s then current views with respect to future events based on certain facts and assumptions and are subject to certain risks and uncertainties, including without limitation changes in the risk factors described under the section “Risks and Uncertainties” of this press release. The forward-looking statements are based on certain key expectations and assumptions made by NanoXplore, including expectations and assumptions concerning availability of capital resources, business performance, market conditions and customer demand. Although NanoXplore believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements since no assurance can be given that they will prove to be correct.

Many factors could cause NanoXplore’s actual results, performance or achievements to vary from those described in this press release, including without limitation those listed above as well as the assumptions upon which they are based proving incorrect. These factors should not be construed as exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this press release as intended, planned, anticipated, believed, sought, proposed, estimated or expected, and such forward-looking statements should not be unduly relied upon. NanoXplore does not intend, and does not assume any obligation, to update these forward-looking statements except as required by law. The forward-looking statements contained in this press release are expressly qualified by these cautionary statements. Forward-looking statements contained in this press release about prospective results of operations, financial position or cash flows are based on assumptions about future events, including economic conditions and proposed courses of action, based on NanoXplore’s management’s assessment of the relevant information currently available. Readers are cautioned that outlook information contained in this press release should not be used for the purposes other than for which it is disclosed herein or therein, as the case may be.

No securities regulatory authority has either approved or disapproved the contents of this press release.

For further information, please contact:

Pedro Azevedo
Chief Financial Officer
pedro.azevedo@nanoxplore.ca
Tel: 1 438 476-1973

____________________

(1) Adjusted gross margin is a non-IFRS measure and a reconciliation can be found in the “Overall Results” section of the MD&A.
(2) Adjusted EBITDA is a non-IFRS measure and a reconciliation can be found in the “Overall Results” section of the MD&A.

Generates $1.3 Million in GAAP Net Income and $2.6 Million in Adjusted EBITDA (net of reorganization costs)

Highlights Early Commercial Momentum Following Archenia Acquisition; Appoints Travis Fairchild President

SEATTLE, Nov. 10, 2026 (GLOBE NEWSWIRE) — Marchex, Inc. (NASDAQ: MCHX), a vertically focused, AI-driven conversation analytics, customer acquisition, and optimization company, today announced financial results for the third quarter ended September 30, 2026.

Third Quarter 2026 Financial Highlights (Prior Year Results As Adjusted)

  • Revenue increased to $16.0 million, up from $15.2 million in the third quarter of 2025. 
  • Net income was $1.3 million, or $0.03 per diluted share, compared with a net loss of $1.3 million, or $(0.03) per diluted share, in the third quarter of 2025.
  • Adjusted EBITDA increased to $2.4 million, compared with $0.5 million in the prior year period, with Adjusted EBITDA margin expanding to approximately 15% from 3% in the third quarter of 2025. Adjusted EBITDA includes $0.2 million of reorganization and acquisition-related costs. Adjusted EBITDA before those costs was $2.6 million, or 16%.
  • Adjusted non-GAAP income per share was $0.04, compared with an Adjusted non-GAAP loss of ($0.01) per share in the prior year period.

“Our third quarter results reflect a new phase of growth and meaningful progress in strengthening Marchex’s financial performance, with year-over-year revenue growth, positive GAAP net income, and a significant improvement in Adjusted EBITDA,” said Russell Horowitz, Chairman of Marchex. “At the same time, we are seeing encouraging early commercial traction following our combination with Archenia, including expanded customer relationships, new AI-powered solutions deployments, and increased opportunities to cross-sell our combined capabilities.

“By bringing together Marchex’s conversational intelligence and analytics with Archenia’s AI-powered customer qualification and acquisition technologies, we are creating a differentiated platform that connects customer insights with automated actions and measurable business outcomes. We believe this positions us to capture a greater share of customer spending, expand our market opportunity, and drive profitable growth over time. As we build on our early commercial momentum, we are focused on scaling the business while maintaining financial discipline.”

Customer, Product, and Growth Initiatives

Marchex continues to make progress commercializing its combined AI-powered conversational intelligence, customer qualification, and acquisition technologies. Recent customer developments demonstrate the potential to expand existing relationships, generate incremental revenue, and broaden distribution of the Company’s solutions.

Key developments include:

• Expanded AI Voice Agent Deployment: Marchex expanded its relationship with an existing advertising and media customer by deploying its AI Voice Agent solution commercially after a successful paid pilot. The customer relationship, which currently generates approximately $400,000 in annualized revenue, is expected to generate additional revenue in 2026 and more than $200,000 in incremental annualized revenue in 2027. The deployment demonstrates Marchex’s ability to cross-sell AI-powered solutions to existing customers and to expand revenue opportunities by helping customers capture qualified leads and sales opportunities that might otherwise be missed.

• Expanded Automotive OEM Distribution: Marchex received approval from a major automotive original equipment manufacturer (OEM) to offer its Engage for Service solution through the OEM’s dealer portal, expanding distribution opportunities and enabling dealers to access OEM co-op funding for the solution. Engage for Service was previously deployed in a pilot with 75 dealerships, where it improved service operations and identified missed appointment and revenue opportunities. The approval provides a potentially scalable distribution channel to expand adoption of Engage for Service across the OEM’s dealership network.

The Company believes these developments highlight its ability to accelerate adoption of its AI-powered solutions with meaningful cross-selling and bundling opportunities across its established enterprise customer relationships, as well as create opportunities to win new customers and unlock new markets.

Following the July 2026 acquisition of Archenia, Marchex has been focused on integrating the companies’ complementary technologies and developing solutions that combine conversational intelligence with AI-powered customer qualification, automated engagement, and verified business outcomes. These capabilities enable customers to move beyond analyzing consumer interactions to taking the automated actions designed to improve customer acquisition, appointment conversion, and revenue generation.

Marchex Appoints Travis Fairchild President

Marchex also announced that Travis Fairchild has been appointed President of the combined company, effective November 9, 2026. Fairchild previously served as Chief Executive Officer of Archenia, which Marchex acquired in July 2026, and brings extensive experience in AI-powered customer engagement, strategic development, and enterprise technology solutions.

Fairchild’s appointment reflects the Company’s focus on accelerating commercialization of its combined platform and increasing adoption of Marchex’s AI-powered customer acquisition and engagement solutions. Prior to Archenia, he was with Marchex in several senior roles.

“Travis brings a unique combination of deep institutional knowledge of Marchex, entrepreneurial leadership, and hands-on experience building and scaling AI-powered customer engagement solutions,” said Horowitz. “Having successfully led Archenia and played a key role in bringing our two businesses together, he is exceptionally well positioned to accelerate the commercialization of our combined capabilities, deepen customer relationships, and drive the next phase of growth.”

Fairchild served as CEO of Archenia beginning in 2021, where he led the company’s strategy, sales, product development, and AI initiatives. Previously, he spent 18 years at Marchex in strategy and business development roles, helping expand the Company’s call analytics capabilities, execute strategic acquisitions, and develop solutions for Fortune 500 customers.

Troy Hartless, previously President of Marchex, will continue to serve as Chief Revenue Officer focused on new and emerging opportunities and sales channels.

Financial Outlook

THE FOLLOWING FORWARD-LOOKING STATEMENTS REFLECT MARCHEX’S EXPECTATIONS AS OF NOVEMBER 10, 2026

The Company currently anticipates that the financial results for the three months ending December 31, 2026 will be in the range of (in millions):

  Fourth Quarter 2026 (outlook)
Revenue $15.0 or more
Adjusted EBITDA, net of reorganization and acquisition costs $2.3 – $2.5

Marchex notes that seasonality in the fourth quarter based on lower conversational volumes typically leads to lower sequential revenue and Adjusted EBITDA. The fourth quarter forecast largely assumes such seasonality, although Marchex believes that based on its current sales pipeline and cost efficiencies, there may be opportunities to offset and potentially outperform such typical seasonality depending on the timing and formalization of opportunities, which would also provide additional visibility on growth acceleration into 2027. Marchex will provide its initial 2027 financial outlook when it reports its Fourth Quarter 2026 Financial results, currently anticipated in early March 2027.

Marchex expects to continue building on the operational progress achieved during the third quarter while pursuing new revenue opportunities arising from the combination with Archenia. The Company remains focused on expanding adoption of its AI-powered solutions, deepening relationships with existing customers, and maintaining disciplined expense management.

Looking ahead to 2027, Marchex believes that combining its conversational intelligence capabilities with Archenia’s customer acquisition and qualification technologies will create meaningful opportunities to accelerate revenue growth and expand operating leverage. The Company intends to selectively invest in sales and product development to capitalize on these opportunities while maintaining a disciplined approach to expense management and long-term profitability.

About Marchex

Marchex harnesses proprietary AI-powered conversational intelligence and advanced customer acquisition technologies to help businesses transform consumer intent into actionable, outcome-driven business results. Through its combination with Archenia, the Company integrates prescriptive analytics, omnichannel intelligence, AI-powered qualification, and automated engagement capabilities into a comprehensive customer acquisition and optimization platform. 

Leveraging real-time AI signals, machine-learning models, and deep vertical market expertise, Marchex helps organizations identify consumer intent, improve customer engagement, increase conversion rates, and generate revenue growth. The Company serves leading businesses across major verticals, including automotive, insurance, home services, healthcare, and advertising/media.

Please visit www.marchex.com or follow Marchex on LinkedIn, where the Company discloses material information from time to time about its business and financial performance.

Forward-Looking Statements

Certain statements included above contain forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included herein regarding the Company’s strategy, future operations, future financial position, future revenues, other financial guidance, acquisitions, dispositions, projected costs, prospects, plans and objectives of management are forward-looking statements. The Company may not actually achieve the plans, intentions, or expectations disclosed in its forward-looking statements and you should not place undue reliance on such statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in such statements due to a number of important factors, including but not limited to product demand, order cancellations and delays, competition, changes in business strategy or development plans, and general economic and business conditions. These factors are described in greater detail in the “Risk Factors” section of the Company’s most recent periodic report or registration statement filed with the SEC. All of the information provided herein is as of November 10, 2026 and the Company undertakes no duty to update the information provided herein.

In the event the earnings release contains links to third party websites or materials, the links are provided solely as a convenience to the user. Marchex is not responsible for the content of linked third-party sites or materials and does not make any representations regarding the content or accuracy thereof.

Non-GAAP Financial Information

To supplement Marchex’s consolidated financial statements presented in accordance with GAAP and to provide clarity internally and externally, Marchex uses certain non-GAAP measures of financial performance and liquidity, including adjusted EBITDA and adjusted non-GAAP income (loss) per share. Financial analysts and investors may use adjusted EBITDA to help with comparative financial evaluation to make informed investment decisions. Financial analysts and investors may use adjusted non-GAAP income (loss) per share to analyze Marchex’s financial performance since these groups have historically used earnings per share related measures, along with other measures, to estimate the value of a Company, to make informed investment decisions, and to evaluate a Company’s operating performance compared to that of other companies in its industry.

Adjusted EBITDA represents net income (loss) before (1) interest, (2) income taxes, (3) amortization of intangible assets from acquisitions, (4) depreciation and amortization, (5) stock-based compensation expense, and (6) acquisition and disposition-related costs. Adjusted EBITDA is a metric by which Marchex has evaluated the performance of its business, to include being the basis on which Marchex’s internal budgets have been based and by which Marchex’s management has been evaluated. This measure is used by our management to understand and evaluate our core operating performance and trends, and management believes it provides meaningful information regarding the Company’s liquidity and ability to fund its operations and financing obligations.

Adjusted non-GAAP income (loss) per share represents adjusted non-GAAP income (loss) divided by GAAP diluted shares outstanding. Adjusted non-GAAP income (loss) generally captures those items on the statement of operations that have been, or ultimately will be, settled in cash exclusive of certain items that are not indicative of Marchex’s recurring core operating results and represents net income (loss) applicable to common stockholders plus the net of tax effects of: (1) stock-based compensation expense, (2) acquisition and disposition related costs, (3) amortization of intangible assets from acquisitions, and (4) interest (income) expense and other, net.

Marchex’s management believes that investors should have access to, and Marchex is obligated to provide, the same set of tools that management uses in analyzing the Company’s results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, and should not be considered in isolation, as a substitute for, or superior to, GAAP results. Marchex’s non-GAAP financial measures may be defined differently from time to time and may be defined differently than similar titled terms used by other companies, and accordingly, care should be exercised in understanding how Marchex defines its non-GAAP financial measures in this release. Marchex endeavors to compensate for the limitations of the non-GAAP measures presented by providing the comparable GAAP measure with equal or greater prominence, GAAP financial statements, and detailed descriptions of the reconciling items and adjustments, including quantifying such items, to derive the non-GAAP measure.

For further information, contact:

Marchex Investor Relations
Email: ir@marchex.com

Or

Marchex Corporate Communications
Email: pr@marchex.com

MARCHEX, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In Thousands, except per share amounts)
(Unaudited)

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2026     2025 (As Adjusted)     2026     2025 (As Adjusted)  
Revenue   $ 15,974     $ 15,192     $ 45,874     $ 49,039  
Expenses:                        
Cost of revenue(1)     7,708       7,011       22,036       22,750  
Amortization of capitalized software development costs     129       29       322       39  
Total cost of revenue(1)     7,837       7,040       22,358       22,789  
Sales and marketing(1)     2,624       3,319       9,281       10,867  
Product development(1)     2,016       2,736       6,965       8,904  
General and administrative(1)     2,059       3,243       7,384       9,496  
Total operating expenses   $ 14,536     $ 16,338     $ 45,988     $ 52,056  
Income (loss) from operations     1,438       (1,146)       (114)       (3,017)  
Interest income (expense) and other, net     (164)       (120)       (432)       367  
Income (loss) before income tax expense     1,274       (1,266)       (546)       (2,650)  
Income tax expense     —       27       310       148  
Net income (loss) applicable to common stockholders   $ 1,274     $ (1,293)     $ (856)     $ (2,798)  
Basic and diluted net income (loss) per Class A and B share applicable to common stockholders   $ 0.03     $ (0.03)     $ (0.02)     $ (0.06)  
Shares used to calculate basic net income (loss) per share applicable to common stockholders:                        
Class A     4,661       4,661       4,661       4,661  
Class B     39,679       39,247       39,546       39,183  
Shares used to calculate diluted net income (loss) per share applicable to common stockholders:                        
Class A     4,661       4,661       4,661       4,661  
Class B     44,340       43,908       44,207       43,844  
(1)Includes stock-based compensation allocated as follows:                        
Cost of revenue   $ 12     $ 4     $ 22     $ 8  
Sales and marketing     208       100       575       297  
Product development     117       70       318       175  
General and administrative     228       793       765       1,594  
Total   $ 565     $ 967     $ 1,680     $ 2,074  

MARCHEX, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In Thousands)

    (Unaudited)        
    September 30,     December 31,  
    2026     2025 (As Adjusted)  
Assets            
Current assets:            
Cash and cash equivalents   $ 8,671     $ 10,301  
Accounts receivable, net     9,517       8,654  
Prepaid expenses     1,823       1,042  
Other current assets     993       1,475  
Total current assets     21,004       21,472  
Property and equipment, net     2,392       1,932  
Other assets, net     377       564  
Right-of-use lease assets     —       668  
Goodwill     17,558       17,558  
Total assets   $ 41,331     $ 42,194  
Liabilities and Stockholders’ Equity            
Current liabilities:            
Accounts payable   $ 5,372     $ 4,674  
Accrued benefits and payroll     909       1,412  
Other accrued expenses and current liabilities     2,610       3,060  
Deferred revenue and deposits     384       598  
Related party obligations and related amounts, current     4,910       —  
Contingent earn-out, current     2,464       —  
Operating lease liability, current     396       355  
Total current liabilities     17,045       10,099  
Deferred tax liabilities     871       664  
Operating lease liability, non-current     —       366  
Related party obligations, related amounts, and other non-current liabilities     6,686       2,766  
Contingent earn-out, non-current     1,991       —  
Total liabilities   $ 26,593     $ 13,895  
Stockholders’ equity:            
Class A common stock   $ 49     $ 49  
Class B common stock     397       392  
Additional paid-in capital     352,086       364,796  
Accumulated deficit     (337,794)       (336,938)  
Total stockholders’ equity     14,738       28,299  
Total liabilities and stockholders’ equity   $ 41,331     $ 42,194  

MARCHEX, INC. AND SUBSIDIARIES
(In Thousands)
(Unaudited)

Reconciliation of Net Income (Loss) to Adjusted EBITDA

                   
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2026     2025 (As Adjusted)     2026     2025 (As Adjusted)  
Net income (loss) applicable to common stockholders   $ 1,274     $ (1,293)     $ (856)     $ (2,798)  
Interest expense (income) and other, net     164       120       432       (367)  
Income tax expense     —       27       310       148  
Amortization of capitalized software development costs     138       31       348       42  
Depreciation and amortization     233       626       1,326       1,911  
Stock-based compensation     565       967       1,680       2,074  
Adjusted EBITDA   $ 2,374     $ 478     $ 3,240     $ 1,010  

MARCHEX, INC. AND SUBSIDIARIES
(In Thousands)
(Unaudited)

Reconciliation of Net Income (Loss) per Share to Adjusted Non-GAAP Income (Loss) per Share (1)

   

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2026     2025 (As Adjusted)     2026     2025 (As Adjusted)  
Net income (loss) per share applicable to common stockholders, diluted   $ 0.03     $ (0.03)     $ (0.02)     $ (0.06)  
Stock-based compensation     0.01       0.02       0.04       0.05  
Interest income (expense) and other, net     —       —       (0.01)       0.01  
Adjusted non-GAAP income (loss) per share   $ 0.04     $ (0.01)     $ 0.01     $ 0.00  
Shares used to calculate diluted net income (loss) per share applicable to common stockholders (GAAP) and adjusted non-GAAP income (loss) per share     44,340       43,908       44,207       43,844  

(1) For the purpose of computing the number of diluted shares for adjusted non-GAAP income (loss) per share, Marchex uses the accounting guidance that would be applicable for computing the number of diluted shares for GAAP net income (loss) per share.

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