As luxury student housing moves beyond traditional amenities, Envoy brings on-demand mobility to Blume on 16th, giving students greater freedom and developers a new way to stand out.

COLUMBUS, OH, Nov. 13, 2026 (GLOBE NEWSWIRE) — Envoy Technologies (“Envoy”), a provider of on-site EV car-sharing services and a wholly owned subsidiary of CID HoldCo, Inc., doing business as Dot Ai (Nasdaq: DAIC), today announced its entry into the Midwest with the launch of its fully managed EV car-sharing service at Blume on 16th, a luxury student housing community in Columbus, Ohio. The launch brings Envoy’s mobility-as-an-amenity model to a new region, extending its reach into one of the country’s established university markets.

Envoy’s entry into the Midwest comes as the U.S. student housing market is estimated to reach $24.56 billion in 2026, with projections of $35.65 billion by 2031, according to Mordor Intelligence. The Columbus launch extends Envoy’s presence in the luxury student housing segment, where property operators increasingly compete through differentiated resident amenities.

Mobility as a Competitive Amenity in Student Housing

Building on its established presence in luxury student housing, Envoy is extending its on-demand EV car-sharing model into the Midwest, giving residents greater independence while helping property operators differentiate their communities.

“Student housing represents a significant opportunity for Envoy as we enter new markets,” said Drew Hopkins, President of Envoy Technologies. “Developers are looking for ways to stand out in an increasingly competitive sector, and mobility is becoming part of that conversation. Our model allows them to offer something genuinely useful without adding operational complexity.”

Unlike traditional transportation offerings that require properties to manage vehicles and ongoing logistics, Envoy handles insurance, maintenance, charging and resident support. This fully managed approach allows developers to offer shared EV access without assuming the responsibilities of operating a fleet.

Bringing On-Demand Mobility to Blume on 16th

The Columbus launch also marks Envoy’s first deployment with Up Campus Properties, adding a new developer relationship to its growing student housing portfolio. At Blume on 16th, a 325-bed luxury student housing community near Ohio State University, Envoy’s on-site EV car-sharing service becomes part of the resident experience.

“Blume on 16th was designed around how students actually live, and that includes how they get around. Envoy places a Tesla Model 3 steps from our residents’ front doors for quick and easy trips, whether that is a grocery run, an appointment or a weekend away. It is a top-tier amenity that gives students flexibility without the cost and hassle of owning a car,” said Zachary Westover, Associate Director of Sales & Marketing at Up Campus Properties.

Extending Envoy’s National Footprint

The Columbus launch marks Envoy’s first Midwest deployment, building on its presence across residential, student housing and hospitality properties. The addition reflects Envoy’s strategy of entering new geographic markets through partnerships with property owners and operators.

Developers and property operators interested in bringing Envoy’s on-site EV car-sharing service to their communities can learn more at envoythere.com/nominate.

About Envoy Technologies

Envoy provides on-site electric vehicle car-sharing services for residential communities, hotels, resorts and campus properties. Through the Envoy app, residents and guests can reserve shared electric vehicles by the hour or day, while Envoy manages insurance, maintenance and day-to-day operations. The service gives residents convenient access to electric transportation without the costs of individual vehicle ownership and offers property owners an additional amenity without the responsibility of managing vehicles.

Headquartered in Los Angeles, California, Envoy is a wholly owned subsidiary of Dot Ai (Nasdaq: DAIC).

For more information, visit https://www.envoythere.com.

About Up Campus

Up Campus specializes in the development, investment, and management of pedestrian to campus student housing. With more than 30 years of experience, the Up Campus team has delivered more than 25 communities totaling nearly 14,000 beds near 16 universities, including the University of Virginia, Florida State University, The Ohio State University, the University of Minnesota, Texas A&M University, and George Washington University. Guided by a principle of Pride of Ownership and a student first approach, Up Campus oversees every stage of the asset lifecycle, from site selection and design through construction, leasing, and day to day management through its affiliate, Up Campus Management.

Headquartered in Chicago, Illinois, Up Campus has active and upcoming communities in Charlottesville, Columbus, Tallahassee, College Station, Minneapolis, Reno, Tucson, and Washington, DC.

For more information, visit https://upcampusproperties.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts, including statements regarding the anticipated development, implementation, timing, scope and expansion of the electric vehicle car-sharing initiative in New Jersey; the expected deployment of electric vehicles and charging infrastructure; the identification, development and commissioning of project sites; the anticipated availability, utilization and benefits of Envoy’s car-sharing services; the expected receipt of funding and payments under the applicable grant-funded arrangements; and the anticipated environmental, economic and community benefits of the initiative.

These forward-looking statements are based on Dot Ai’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, among others, delays in identifying and securing suitable sites, obtaining necessary permits and approvals, installing charging infrastructure, procuring and deploying vehicles, and commencing operations; the availability, timing and continued receipt of grant funding; compliance with applicable grant and contractual requirements; changes in project scope, costs or timelines; and other risks described in Dot Ai’s filings with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Dot Ai undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Media Contact

Envoy Technologies
Marilyn Mota, Marketing Manager
press@envoythere.com

Up Campus

Zachary Westover, Director of Sales and Marketing
Zwestover@upcampusproperties.com

“Blume on 16th was designed around how students actually live, and that includes how they get around. Envoy places a Tesla Model 3 steps from our residents’ front doors for quick and easy trips, whether that is a grocery run, an appointment or a weekend away. It is a top-tier amenity that gives students flexibility without the cost and hassle of owning a car,” said Zachary Westover, Associate Director of Sales & Marketing at Up Campus Properties.

As luxury student housing moves beyond traditional amenities, Envoy brings on-demand mobility to Blume on 16th, giving students greater freedom and developers a new way to stand out.

COLUMBUS, OH, Nov. 13, 2026 (GLOBE NEWSWIRE) — Envoy Technologies (“Envoy”), a provider of on-site EV car-sharing services and a wholly owned subsidiary of CID HoldCo, Inc., doing business as Dot Ai (Nasdaq: DAIC), today announced its entry into the Midwest with the launch of its fully managed EV car-sharing service at Blume on 16th, a luxury student housing community in Columbus, Ohio. The launch brings Envoy’s mobility-as-an-amenity model to a new region, extending its reach into one of the country’s established university markets.

Envoy’s entry into the Midwest comes as the U.S. student housing market is estimated to reach $24.56 billion in 2026, with projections of $35.65 billion by 2031, according to Mordor Intelligence. The Columbus launch extends Envoy’s presence in the luxury student housing segment, where property operators increasingly compete through differentiated resident amenities.

Mobility as a Competitive Amenity in Student Housing

Building on its established presence in luxury student housing, Envoy is extending its on-demand EV car-sharing model into the Midwest, giving residents greater independence while helping property operators differentiate their communities.

“Student housing represents a significant opportunity for Envoy as we enter new markets,” said Drew Hopkins, President of Envoy Technologies. “Developers are looking for ways to stand out in an increasingly competitive sector, and mobility is becoming part of that conversation. Our model allows them to offer something genuinely useful without adding operational complexity.”

Unlike traditional transportation offerings that require properties to manage vehicles and ongoing logistics, Envoy handles insurance, maintenance, charging and resident support. This fully managed approach allows developers to offer shared EV access without assuming the responsibilities of operating a fleet.

Bringing On-Demand Mobility to Blume on 16th

The Columbus launch also marks Envoy’s first deployment with Up Campus Properties, adding a new developer relationship to its growing student housing portfolio. At Blume on 16th, a 325-bed luxury student housing community near Ohio State University, Envoy’s on-site EV car-sharing service becomes part of the resident experience.

“Blume on 16th was designed around how students actually live, and that includes how they get around. Envoy places a Tesla Model 3 steps from our residents’ front doors for quick and easy trips, whether that is a grocery run, an appointment or a weekend away. It is a top-tier amenity that gives students flexibility without the cost and hassle of owning a car,” said Zachary Westover, Associate Director of Sales & Marketing at Up Campus Properties.

Extending Envoy’s National Footprint

The Columbus launch marks Envoy’s first Midwest deployment, building on its presence across residential, student housing and hospitality properties. The addition reflects Envoy’s strategy of entering new geographic markets through partnerships with property owners and operators.

Developers and property operators interested in bringing Envoy’s on-site EV car-sharing service to their communities can learn more at envoythere.com/nominate.

About Envoy Technologies

Envoy provides on-site electric vehicle car-sharing services for residential communities, hotels, resorts and campus properties. Through the Envoy app, residents and guests can reserve shared electric vehicles by the hour or day, while Envoy manages insurance, maintenance and day-to-day operations. The service gives residents convenient access to electric transportation without the costs of individual vehicle ownership and offers property owners an additional amenity without the responsibility of managing vehicles.

Headquartered in Los Angeles, California, Envoy is a wholly owned subsidiary of Dot Ai (Nasdaq: DAIC).

For more information, visit https://www.envoythere.com.

About Up Campus

Up Campus specializes in the development, investment, and management of pedestrian to campus student housing. With more than 30 years of experience, the Up Campus team has delivered more than 25 communities totaling nearly 14,000 beds near 16 universities, including the University of Virginia, Florida State University, The Ohio State University, the University of Minnesota, Texas A&M University, and George Washington University. Guided by a principle of Pride of Ownership and a student first approach, Up Campus oversees every stage of the asset lifecycle, from site selection and design through construction, leasing, and day to day management through its affiliate, Up Campus Management.

Headquartered in Chicago, Illinois, Up Campus has active and upcoming communities in Charlottesville, Columbus, Tallahassee, College Station, Minneapolis, Reno, Tucson, and Washington, DC.

For more information, visit https://upcampusproperties.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts, including statements regarding the anticipated development, implementation, timing, scope and expansion of the electric vehicle car-sharing initiative in New Jersey; the expected deployment of electric vehicles and charging infrastructure; the identification, development and commissioning of project sites; the anticipated availability, utilization and benefits of Envoy’s car-sharing services; the expected receipt of funding and payments under the applicable grant-funded arrangements; and the anticipated environmental, economic and community benefits of the initiative.

These forward-looking statements are based on Dot Ai’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, among others, delays in identifying and securing suitable sites, obtaining necessary permits and approvals, installing charging infrastructure, procuring and deploying vehicles, and commencing operations; the availability, timing and continued receipt of grant funding; compliance with applicable grant and contractual requirements; changes in project scope, costs or timelines; and other risks described in Dot Ai’s filings with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Dot Ai undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Media Contact

Envoy Technologies
Marilyn Mota, Marketing Manager
press@envoythere.com

Up Campus

Zachary Westover, Director of Sales and Marketing
Zwestover@upcampusproperties.com

“Blume on 16th was designed around how students actually live, and that includes how they get around. Envoy places a Tesla Model 3 steps from our residents’ front doors for quick and easy trips, whether that is a grocery run, an appointment or a weekend away. It is a top-tier amenity that gives students flexibility without the cost and hassle of owning a car,” said Zachary Westover, Associate Director of Sales & Marketing at Up Campus Properties.

MONTRÉAL, Nov. 13, 2026 (GLOBE NEWSWIRE) — Boralex Inc. (“Boralex”), announced today that it has agreed to issue C$600 million aggregate principal amount of medium term notes (the “Notes”), comprised of C$250 million aggregate principal amount of Series 1 Notes, due November 16, 2031, which will bear interest at a rate of 4.503% per annum and C$350 million aggregate principal amount of Series 2 Notes, due November 16, 2036, which will bear interest at a rate of 5.173% per annum.

The offering of Notes is being made by private placement in each of the provinces of Canada (the “Offering”). Subject to customary closing conditions, the Offering is expected to close on November 16, 2026.

The Offering will be Boralex’s inaugural offering of green labelled corporate securities. Boralex intends to use the net proceeds from the sale of the Notes to fund Eligible Investments (as defined in Boralex’s Green Financing Framework (the “Green Financing Framework”), which shall include repaying amounts owing under Boralex’s corporate bridge credit facility. The Green Financing Framework is available on Boralex’s website.

The Notes have been rated BBB with a stable trend by Morningstar DBRS.

The Notes are being offered on an agency basis through a syndicate of agents led by BMO Capital Markets, CIBC Capital Markets, Desjardins Capital Markets, National Bank of Canada Capital Markets, RBC Capital Markets, Scotiabank and TD Securities, and including Brookfield Securities Canada.

The Notes being offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Boralex

Boralex, a Brookfield portfolio company, operates in the renewable energy segment. Founded in 1990, our core business is dedicated to the development, construction and operation of renewable energy power stations and battery energy storage systems. Boralex also provides development, construction, maintenance, and management services to certain of its joint ventures and associates. As a leader in the Canadian market and France’s largest independent producer of onshore wind power, we also have facilities in the United States and in the United Kingdom. Over the past five years, our installed capacity has increased by more than 50%, reaching 3,822 MW. Guided by our values and our corporate social responsibility (CSR) approach, we are actively participating in the fight against global warming. Thanks to our fearlessness, our discipline, our expertise and our diversity, we continue to be an industry leader.

For more information, visit boralex.com. Follow us on Facebook and LinkedIn.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking information” within the meaning of relevant securities legislation, including applicable securities laws in Canada (collectively, “forward-looking statements”). Forward-looking statements include statements that are predictive in nature and depend upon or refer to future results, events or conditions. The estimates, beliefs and assumptions of Boralex are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “may” and “should” and similar expressions. In particular, statements regarding the closing of the Offering and the use of proceeds therefrom are forward-looking statements. Forward-looking statements and information are based on Boralex’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to it. Forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of Boralex, that could cause actual results to differ materially from those disclosed or implied by such forward-looking statements. Readers are urged to consider these risks, as well as other uncertainties, factors and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements, which are based only on information available to us as of the date of this press release. Except as required by law, Boralex undertakes no obligation to publicly update or revise any forward-looking statements, whether written or oral, as a result of new information, future events or otherwise.

For more information

Media Investor Relations
Camille Laventure
Senior Advisor, Public Affairs and External Communications
Boralex Inc.
438 883-8580
camille.laventure@boralex.com
Stephane Milot
Vice-President, Investor Relations
Boralex Inc.
514 213 1045
stephane.milot@boralex.com   

Source: Boralex Inc.

MONTRÉAL, Nov. 13, 2026 (GLOBE NEWSWIRE) — Boralex Inc. (“Boralex”), announced today that it has agreed to issue C$600 million aggregate principal amount of medium term notes (the “Notes”), comprised of C$250 million aggregate principal amount of Series 1 Notes, due November 16, 2031, which will bear interest at a rate of 4.503% per annum and C$350 million aggregate principal amount of Series 2 Notes, due November 16, 2036, which will bear interest at a rate of 5.173% per annum.

The offering of Notes is being made by private placement in each of the provinces of Canada (the “Offering”). Subject to customary closing conditions, the Offering is expected to close on November 16, 2026.

The Offering will be Boralex’s inaugural offering of green labelled corporate securities. Boralex intends to use the net proceeds from the sale of the Notes to fund Eligible Investments (as defined in Boralex’s Green Financing Framework (the “Green Financing Framework”), which shall include repaying amounts owing under Boralex’s corporate bridge credit facility. The Green Financing Framework is available on Boralex’s website.

The Notes have been rated BBB with a stable trend by Morningstar DBRS.

The Notes are being offered on an agency basis through a syndicate of agents led by BMO Capital Markets, CIBC Capital Markets, Desjardins Capital Markets, National Bank of Canada Capital Markets, RBC Capital Markets, Scotiabank and TD Securities, and including Brookfield Securities Canada.

The Notes being offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Boralex

Boralex, a Brookfield portfolio company, operates in the renewable energy segment. Founded in 1990, our core business is dedicated to the development, construction and operation of renewable energy power stations and battery energy storage systems. Boralex also provides development, construction, maintenance, and management services to certain of its joint ventures and associates. As a leader in the Canadian market and France’s largest independent producer of onshore wind power, we also have facilities in the United States and in the United Kingdom. Over the past five years, our installed capacity has increased by more than 50%, reaching 3,822 MW. Guided by our values and our corporate social responsibility (CSR) approach, we are actively participating in the fight against global warming. Thanks to our fearlessness, our discipline, our expertise and our diversity, we continue to be an industry leader.

For more information, visit boralex.com. Follow us on Facebook and LinkedIn.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking information” within the meaning of relevant securities legislation, including applicable securities laws in Canada (collectively, “forward-looking statements”). Forward-looking statements include statements that are predictive in nature and depend upon or refer to future results, events or conditions. The estimates, beliefs and assumptions of Boralex are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “may” and “should” and similar expressions. In particular, statements regarding the closing of the Offering and the use of proceeds therefrom are forward-looking statements. Forward-looking statements and information are based on Boralex’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to it. Forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of Boralex, that could cause actual results to differ materially from those disclosed or implied by such forward-looking statements. Readers are urged to consider these risks, as well as other uncertainties, factors and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements, which are based only on information available to us as of the date of this press release. Except as required by law, Boralex undertakes no obligation to publicly update or revise any forward-looking statements, whether written or oral, as a result of new information, future events or otherwise.

For more information

Media Investor Relations
Camille Laventure
Senior Advisor, Public Affairs and External Communications
Boralex Inc.
438 883-8580
camille.laventure@boralex.com
Stephane Milot
Vice-President, Investor Relations
Boralex Inc.
514 213 1045
stephane.milot@boralex.com   

Source: Boralex Inc.

Third Quarter 2026 Comparable Restaurant Sales Increased 9.5% System-Wide

BROOMFIELD, Colo., Nov. 13, 2026 (GLOBE NEWSWIRE) — Noodles & Company (Nasdaq: NDLS) today announced financial results for its third quarter ended September 29, 2026.

Key highlights for the third quarter of 2026 versus the third quarter of 2025 include:

  • Total revenue decreased 1.0% to $120.9 million from $122.1 million.
  • Comparable restaurant sales increased 9.5% system-wide, comprised of a 10.7% increase at company-owned restaurants and a 4.9% increase at franchise restaurants.
  • Net loss was $2.1 million, or $0.36 loss per diluted share, compared to net loss of $9.2 million, or $1.58 loss per diluted share, in the third quarter of 2025.
  • Operating margin was 0.1% compared to (5.2)% in the third quarter of 2025.
  • Restaurant contribution margin(1) was 16.7% compared to 13.2% in the third quarter of 2025.
  • Adjusted EBITDA(1) increased 34.3% to $8.7 million compared to $6.5 million in the third quarter of 2025.
       
(1)    Restaurant contribution margin and adjusted EBITDA are non-GAAP measures. Reconciliations of operating income (loss) to restaurant contribution margin and net loss to adjusted EBITDA are included in the accompanying financial data. See “Non-GAAP Financial Measures.”
 

Joe Christina, President and Chief Executive Officer of Noodles & Company, commented, “We are very excited that our third quarter performance continued our strong sales momentum and margin expansion, underscoring the sustainability of our growth and the impact of the improvements we have made across the business. System-wide comparable sales grew 9.5%, which was our third consecutive quarter above 9.0% and eighth consecutive quarter of positive comparable sales growth. Our impressive sales growth reflects enhanced restaurant execution, more innovative and craveable menu offerings, more strategic and focused marketing, together with what we believe is a permanent shift of a significant portion of predominately off premise sales to nearby locations from our successful closed store program. We are converting this sales momentum into stronger restaurant economics. Restaurant contribution margin expanded 350 basis points to 16.7%, and Adjusted EBITDA increased 34% in the third quarter. Year to date, restaurant contribution margin exceeded 16% and Adjusted EBITDA has nearly doubled, reflecting the leverage from higher AUVs, improved cost efficiencies, and the elimination of underperforming restaurants from our portfolio.

Mr. Christina continued, “We have also reduced debt by more than $9.0 million year to date, further strengthening our financial foundation. Our focus remains on making Noodles & Company a more compelling choice for guests and a more profitable business, with disciplined execution that supports durable, outsized long-term growth.”

Liquidity Update and Strategic Review

As of September 29, 2026, the Company had available cash and cash equivalents of $1.5 million and outstanding debt of $101.0 million. The amount available for future borrowings under its revolving credit facility was $21.2 million as of September 29, 2026. On November 12, 2026, the Company amended its credit facility to extend the maturity date to November 30, 2027, among other changes.

On September 3, 2025, the Company announced that its Board of Directors had initiated a review of strategic alternatives in order to explore ways to maximize stockholder value. The review includes a range of potential strategic alternatives, including a refinancing of existing indebtedness, refranchising or sale of all or part of the business, and/or other strategic or financial transactions. Such review remains in process.

Business Outlook

Based on management’s assessment of recent trends and results through the first three quarters of the year, the Company is tightening its fiscal year 2026 guidance ranges. The updated outlook reflects greater visibility into expected full-year results while remaining generally consistent with the Company’s prior expectations. The following is expected for the full year 2026:

  • Total revenue of $485 million to $495 million, including comparable restaurant sales growth of 9.0% to 10.0%;
  • Restaurant level contribution margins of 16.0% to 16.7%;
  • General and administrative expenses of $52 million to $54 million, inclusive of stock-based compensation expense of $2.5 million to $3.0 million;
  • Depreciation and amortization of $23 million to $24 million;
  • Net interest expense of approximately $10 million;
  • Adjusted EBITDA of $35 million to $37 million;
  • One new franchise restaurant opening;
  • Restaurant closures: 34 to 36 company-owned restaurants and seven to eight franchised restaurants; and
  • Capital expenditures of $8.5 million to $9.5 million.

Key Definitions

Average Unit Volumes — represent the average annualized sales of all company-owned restaurants for a given time period. AUVs are calculated by dividing restaurant revenue by the number of operating days within each time period and multiplying by the number of operating days we have in a typical year. This measurement allows management to assess changes in consumer traffic and per person spending patterns at our restaurants. In addition to the factors that impact comparable restaurant sales, AUVs can be further impacted by effective real estate site selection and maturity and trends within new markets.

Comparable Restaurant Sales — represents year-over-year sales comparisons for the comparable restaurant base open for at least 18 full periods. This measure highlights performance of existing restaurants, as the impact of new restaurant openings is excluded. Changes in comparable restaurant sales are generated by changes in traffic, which we calculate as the number of entrées sold and changes in per-person spend, calculated as sales divided by traffic.

Restaurant Contribution and Restaurant Contribution Margin — restaurant contribution represents restaurant revenue less restaurant operating costs, which are costs of sales, labor, occupancy and other restaurant operating items. Restaurant contribution margin represents restaurant contribution as a percentage of restaurant revenue. Restaurant contribution and restaurant contribution margin are presented because they are widely-used metrics within the restaurant industry to evaluate restaurant-level productivity, efficiency and performance. Management also uses restaurant contribution and restaurant contribution margin as metrics to evaluate the profitability of incremental sales at our restaurants, restaurant performance across periods, and restaurant financial performance compared with competitors. See “Non-GAAP Financial Measures” below.

EBITDA and Adjusted EBITDA — EBITDA represents net income (loss) before net interest expense, provision (benefit) for income taxes and depreciation and amortization. Adjusted EBITDA represents net income (loss) before net interest expense, provision (benefit) for income taxes, depreciation and amortization, restaurant impairments, loss on asset disposals, net lease exit costs (benefits), severance, executive transition costs and corporate transaction costs and stock-based compensation. EBITDA and Adjusted EBITDA are presented because: (i) management believes they are useful measures for investors to assess the operating performance of our business without the effect of non-cash charges such as depreciation and amortization expenses and restaurant impairments, asset disposals and closure costs, and (ii) management uses them internally as a benchmark for certain of our cash incentive plans and to evaluate our operating performance or compare performance to that of competitors. See “Non-GAAP Financial Measures” below.

Adjusted Net Income (Loss) — represents net income (loss) before restaurant impairments, net lease exit costs (benefits), loss on disposal of assets, severance, executive transition costs and corporate transaction costs and loss on debt modifications and the tax effects of such adjustments. Adjusted net income (loss) is presented because management believes it helps convey supplemental information to investors regarding the Company’s performance, excluding the impact of special items that affect the comparability of results in past quarters and expected results in future quarters. See “Non-GAAP Financial Measures” below.

Conference Call

Noodles & Company will host a conference call to discuss its third quarter financial results on Friday, November 13, 2026 at 8:30 AM Eastern Time. The conference call can be accessed over the phone by dialing 201-389-0920. A replay will be available after the call and can be accessed by dialing 412-317-6671; the passcode is 13762731. The replay will be available until Friday, November 27, 2026. The conference call will also be webcast live from the Company’s corporate website at investor.noodles.com, under the “Events & Presentations” page. An archive of the webcast will be available at the same location on the corporate website shortly after the call has concluded.

Non-GAAP Financial Measures

To supplement its condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company uses the following non-GAAP financial measures: EBITDA, adjusted EBITDA, adjusted net income (loss), adjusted earnings (loss) per share, restaurant contribution and restaurant contribution margin (collectively, the “non-GAAP financial measures”). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or to be superior to, the financial information prepared and presented in accordance with GAAP. The Company uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. However, the Company recognizes that non-GAAP financial measures have limitations as analytical financial measures. The Company compensates for these limitations by relying primarily on its GAAP results and using non-GAAP metrics only supplementally. There are numerous of these limitations, including that: adjusted EBITDA does not reflect the Company’s capital expenditures or future requirements for capital expenditures; adjusted EBITDA does not reflect interest expense or the cash requirements necessary to service interest or principal payments, associated with our indebtedness; adjusted EBITDA does not reflect depreciation and amortization, which are non-cash charges, although the assets being depreciated and amortized will likely have to be replaced in the future, and do not reflect cash requirements for such replacements; adjusted EBITDA does not reflect the cost of stock-based compensation; adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; adjusted net income (loss) does not reflect cash expenditures, or future requirements, for lease termination payments and certain other expenses associated with reduced new restaurant development; and restaurant contribution and restaurant contribution margin are not reflective of the underlying performance of our business because corporate-level expenses are excluded from these measures. When analyzing the Company’s operating performance, investors should not consider non-GAAP financial metrics in isolation or as substitutes for net income (loss) or cash flow from operations, or other statement of operations or cash flow statement data prepared in accordance with GAAP.

The Company believes that a quantitative reconciliation of the Company’s non-GAAP financial measures guidance to the most comparable financial measures calculated and presented in accordance with GAAP cannot be made available without unreasonable efforts. A reconciliation of these non-GAAP financial measures would require the Company to provide guidance for various reconciling items that are outside of the Company’s control and cannot be reasonably predicted due to the fact that these items could vary significantly from period to period. A reconciliation of certain non-GAAP financial measures would also require the Company to predict the timing and likelihood of outcomes that determine future impairments and the tax benefit thereof. None of these measures, nor their probable significance, can be reliably quantified. These non-GAAP financial measures have limitations as analytical financial measures, as discussed below in the section entitled “Non-GAAP Financial Measures.” In addition, the guidance with respect to non-GAAP financial measures is a forward-looking statement, which by its nature involves risks and uncertainties that could cause actual results to differ materially from the Company’s forward-looking statement, as discussed below in the section entitled “Forward-Looking Statements.”

The non-GAAP financial measures used by the Company in this press release may be different from the measures used by other companies. For more information on the non-GAAP financial measures, please see the “Reconciliation of Non-GAAP Measurements to GAAP Results” tables in this press release. These accompanying tables have more details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures.

About Noodles & Company

No one knows noodles like Noodles. Since 1995, Noodles & Company has brought guests craveable, expertly prepared noodle dishes through a menu that blends classic comfort with bold, globally inspired flavors. From longtime favorites like Creamy Mac & Cheese and Japanese Pan Noodles to comforting bowls of ramen, Noodles draws on more than 30 years of noodle expertise to create dishes that deliver comfort, discovery, and connection in every bowl. To learn more and to find the location nearest you, visit www.noodles.com. 

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on currently available operating, financial and competitive information. Examples of forward-looking statements include all matters that are not historical facts, such as statements regarding expectations with respect to our business strategy, capital expenditures, financial condition, liquidity needs, available financing sources and plans to deliver financial results and continued growth. Our actual results may differ materially from those anticipated in these forward-looking statements due to reasons including, but not limited to, uncertainties as to the availability, suitability, structure, terms, and timing of any strategic transaction resulting from the strategic review and whether any such transaction will be completed, the impact of any such strategic transaction on Noodles & Company, and whether the strategic benefits of any such strategic transaction can be achieved; current performance trends and our expectations for future performance; our ability to repay, refinance or obtain new financing on acceptable terms, if at all, and comply with or receive any applicable waiver with respect to our covenants under the A&R Credit Agreement on or before maturity; the impact on our operations and financial condition of the need to obtain such refinancing on a timely basis; our ability to sustain or achieve overall growth, including, digital sales growth; our ability to open new restaurants, if any, and cause those newly opened restaurants to be successful; our ability to effectively optimize our restaurant portfolio including closures; our ability to achieve and maintain increases in comparable restaurant sales and to successfully execute our business strategy, including new restaurant initiatives and operational strategies to improve the performance of our restaurant portfolio and guest satisfaction; the success of our brand strategy and marketing efforts, including our ability to successfully introduce new menu items, including limited time offerings and the success of our promotions; our pricing strategies; economic conditions, including those resulting from inflation, increased interest rates, recessionary economic cycles, and changes in trade policies, including tariffs or other trade restrictions or the threat of such actions; price and availability of commodities and other supply chain challenges; our ability to adequately staff our restaurants; changes in labor costs; our ability to maintain compliance with requirements for continued listing on the Nasdaq Global Select Market; other conditions beyond our control such as domestic or global conflicts, wars, terrorist activity, weather, natural disasters, disease outbreaks, epidemics or pandemics impacting our customers or food supplies; and consumer reaction to industry related public health issues and health pandemics, including perceptions of food safety. For additional information on these and other factors that could affect the Company’s forward-looking statements, see the Company’s risk factors, as they may be amended from time to time, set forth in its filings with the SEC, included in our most recently filed Annual Report on Form 10-K, and, from time to time, in our subsequently filed Quarterly Reports on Form 10-Q. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as may be required by applicable law or regulation.

Noodles & Company
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data, unaudited)
 
    Fiscal Quarter Ended   Three Fiscal Quarters Ended
    September 29,
2026
  September 30,
2025
  September 29,
2026
  September 30,
2025
Revenue:                
Restaurant revenue   $ 118,509     $ 119,579     $ 364,750     $ 364,686  
Franchising royalties and fees, and other     2,363       2,507       6,945       7,627  
Total revenue     120,872       122,086       371,695       372,313  
Costs and expenses:                
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):                
Cost of sales     29,347       30,709       91,259       95,862  
Labor     34,908       37,499       108,056       116,174  
Occupancy     9,773       11,076       30,292       33,963  
Other restaurant operating costs     24,696       24,558       75,780       74,628  
General and administrative     13,583       12,272       39,954       37,486  
Depreciation and amortization     5,672       6,604       17,553       20,833  
Pre-opening     —       6       —       226  
Restaurant impairments, closure costs and asset disposals     2,748       5,681       11,009       20,625  
Total costs and expenses     120,727       128,405       373,903       399,797  
Income (loss) from operations     145       (6,319 )     (2,208 )     (27,484 )
Interest expense, net     2,288       2,827       7,276       8,227  
Loss before income taxes     (2,143 )     (9,146 )     (9,484 )     (35,711 )
Provision for income taxes     3       5       30       49  
Net loss   $ (2,146 )   $ (9,151 )   $ (9,514 )   $ (35,760 )
Loss per share                
Basic and diluted (1)   $ (0.36 )   $ (1.58 )   $ (1.61 )   $ (6.20 )
Weighted average common shares outstanding:                
Basic and diluted (1)     5,970,160       5,807,356       5,919,604       5,766,872  

_____________________
(1) Shares and per share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a 1-for-8 reverse stock split that became effective on February 18, 2026.

Noodles & Company
Consolidated Selected Balance Sheet Data and Selected Operating Data
(in thousands, except restaurant activity, unaudited)
 
    As of
    September 29,
2026
  December 30,
2025
Balance Sheet Data    
Total current assets   $ 19,355     $ 18,893  
Total assets     233,178       261,671  
Total current liabilities     67,576       61,845  
Total long-term debt     100,236       108,776  
Total liabilities     285,919       306,976  
Total stockholders’ deficit     (52,741 )     (45,305 )

    Fiscal Quarter Ended
    September 29,
2026
  June 30,
2026
  March 31,
2026
  December 30,
2025
  September 30,
2025
Selected Operating Data    
Restaurant Activity:                    
Company-owned restaurants at end of period     306       318       320       340       349  
Franchise restaurants at end of period     77       78       80       83       86  
Revenue Data:                    
Company-owned average unit volume   $ 1,545     $ 1,568     $ 1,492     $ 1,440     $ 1,341  
Franchise average unit volume   $ 1,413     $ 1,437     $ 1,408     $ 1,359     $ 1,311  
Company-owned comparable restaurant sales     10.7 %     11.4 %     9.4 %     7.3 %     4.0 %
Franchise comparable restaurant sales     4.9 %     5.5 %     8.0 %     3.8 %     4.3 %
System-wide comparable restaurant sales     9.5 %     10.3 %     9.1 %     6.6 %     4.0 %


Reconciliations of Non-GAAP Measurements to GAAP Results 

Noodles & Company
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA
(in thousands, unaudited)
 
    Fiscal Quarter Ended   Three Fiscal Quarters Ended
    September 29,
2026
  September 30,
2025
  September 29,
2026
  September 30,
2025
Net loss   $ (2,146 )   $ (9,151 )   $ (9,514 )   $ (35,760 )
Depreciation and amortization     5,672       6,604       17,553       20,833  
Interest expense, net     2,288       2,827       7,276       8,227  
Provision for income taxes     3       5       30       49  
EBITDA   $ 5,817     $ 285     $ 15,345     $ (6,651 )
Restaurant impairments(1)     1,219       5,326       8,727       17,813  
Loss on disposal of assets     482       698       1,554       2,461  
Lease exit (benefits) costs, net     (124 )     (1,278 )     (2,585 )     (2,156 )
Severance, executive transition costs and corporate transaction costs     823       334       1,669       800  
Stock-based compensation expense     509       1,133       2,439       2,651  
Adjusted EBITDA   $ 8,726     $ 6,498     $ 27,149     $ 14,918  

______________________________

(1) Restaurant impairments in all periods presented above include amounts related to restaurants previously impaired.

EBITDA and adjusted EBITDA are supplemental measures of operating performance that do not represent and should not be considered as alternatives to net income (loss) or cash flow from operations, as determined by GAAP, and our calculation thereof may not be comparable to that reported by other companies. These measures are presented because we believe that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for evaluating our ongoing results of operations.

EBITDA is calculated as net income (loss) before net interest expense, provision (benefit) for income taxes and depreciation and amortization. Adjusted EBITDA further adjusts EBITDA to reflect the eliminations shown in the table above.

EBITDA and adjusted EBITDA are presented because: (i) we believe they are useful measures for investors to assess the operating performance of our business without the effect of non-cash charges such as depreciation and amortization expenses and restaurant impairments, loss on disposal of assets, net lease exit costs (benefits), severance, executive transition costs and corporate transaction costs and stock-based compensation expense, and (ii) we use adjusted EBITDA internally as a benchmark for certain of our cash incentive plans and to evaluate our operating performance or compare our performance to that of our competitors. The use of adjusted EBITDA as a performance measure permits a comparative assessment of our operating performance relative to our performance based on our GAAP results, while isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. Companies within our industry exhibit significant variations with respect to capital structures and cost of capital (which affect interest expense and income tax rates) and differences in book depreciation of property, plant and equipment (which affect relative depreciation expense), including significant differences in the depreciable lives of similar assets among various companies. Our management believes that adjusted EBITDA facilitates company-to-company comparisons within our industry by eliminating some of these foregoing variations. Adjusted EBITDA as presented may not be comparable to other similarly-titled measures of other companies, and our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by excluded or unusual items.

Noodles & Company
Reconciliation of Net Loss to Adjusted Net Loss
(in thousands, except share and per share data, unaudited)
 
    Fiscal Quarter Ended   Three Fiscal Quarters Ended
    September 29,
2026
  September 30,
2025
  September 29,
2026
  September 30,
2025
Net loss   $ (2,146 )   $ (9,151 )   $ (9,514 )   $ (35,760 )
Restaurant impairments (1)     1,219       5,326       8,727       17,813  
Lease exit (benefits) costs, net     (124 )     (1,278 )     (2,585 )     (2,156 )
Severance, executive transition costs and corporate transaction costs     823       334       1,669       800  
Tax impact of adjustments above (2)     2       (3 )     21       1  
Adjusted net loss   $ (226 )   $ (4,772 )   $ (1,682 )   $ (19,302 )
                 
Loss per share                
Basic and diluted (3)   $ (0.36 )   $ (1.58 )   $ (1.61 )   $ (6.20 )
Adjusted loss per share (3)                
Basic and diluted   $ (0.04 )   $ (0.82 )   $ (0.28 )   $ (3.35 )
Weighted average common shares outstanding (3)                
Basic and diluted     5,970,160       5,807,356       5,919,604       5,766,872  

_____________________________

Adjusted net income (loss) is a supplemental measure of financial performance that is not required by or presented in accordance with GAAP. We define adjusted net income (loss) as net income (loss) before restaurant impairments, net lease exit costs (benefits), and severance, executive transition costs and corporate transaction costs, and the tax effects of such adjustments. Adjusted net income (loss) is presented because management believes it helps convey supplemental information to investors regarding our performance, excluding the impact of special items that affect the comparability of results in past quarters to expected results in future quarters. Adjusted net income (loss) as presented may not be comparable to other similarly-titled measures of other companies, and our presentation of adjusted net income (loss) should not be construed as an inference that our future results will be unaffected by excluded or unusual items. Our management uses this non-GAAP financial measure to analyze changes in our underlying business from quarter to quarter based on comparable financial results.

(1) Restaurant impairments in all periods presented above include amounts related to restaurants previously impaired.
(2) The tax impact of the other adjustments is immaterial while the Company has a full valuation allowance and significant net operating losses.
(3) Shares and per share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a 1-for-8 reverse stock split that became effective on February 18, 2026.
   

Noodles & Company
Reconciliation of Operating Income (Loss) to Restaurant Contribution
(in thousands, unaudited)
         
    Fiscal Quarter Ended   Three Fiscal Quarters Ended
    September 29,
2026
  September 30,
2025
  September 29,
2026
  September 30,
2025
Income (loss) from operations   $ 145     $ (6,319 )   $ (2,208 )   $ (27,484 )
Less: Franchising royalties and fees, and other     2,363       2,507       6,945       7,627  
Plus: General and administrative     13,583       12,272       39,954       37,486  
Depreciation and amortization     5,672       6,604       17,553       20,833  
Pre-opening     —       6       —       226  
Restaurant impairments, closure costs and asset disposals     2,748       5,681       11,009       20,625  
Restaurant contribution   $ 19,785     $ 15,737     $ 59,363     $ 44,059  
                 
Restaurant contribution margin     16.7 %     13.2 %     16.3 %     12.1 %

_____________________________

Restaurant contribution represents restaurant revenue less restaurant operating costs, which are the cost of sales, labor, occupancy and other operating items. Restaurant contribution margin represents restaurant contribution as a percentage of restaurant revenue. Restaurant contribution and restaurant contribution margin are non-GAAP measures that are neither required by, nor presented in accordance with GAAP, and the calculations thereof may not be comparable to similar measures reported by other companies. These measures are supplemental measures of the operating performance of our restaurants and are not reflective of the underlying performance of our business because corporate-level expenses are excluded from these measures.

Restaurant contribution and restaurant contribution margin have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Management does not consider these measures in isolation or as an alternative to financial measures determined in accordance with GAAP. However, management believes that restaurant contribution and restaurant contribution margin are important tools for investors and other interested parties because they are widely-used metrics within the restaurant industry to evaluate restaurant-level productivity, efficiency and performance. Management also uses these measures as metrics to evaluate the profitability of incremental sales at our restaurants, restaurant performance across periods, and restaurant financial performance compared with competitors.

Contacts:
Investor Relations
investorrelations@noodles.com  

Media
Danielle Moore
press@noodles.com

Third Quarter 2026 Comparable Restaurant Sales Increased 9.5% System-Wide

BROOMFIELD, Colo., Nov. 13, 2026 (GLOBE NEWSWIRE) — Noodles & Company (Nasdaq: NDLS) today announced financial results for its third quarter ended September 29, 2026.

Key highlights for the third quarter of 2026 versus the third quarter of 2025 include:

  • Total revenue decreased 1.0% to $120.9 million from $122.1 million.
  • Comparable restaurant sales increased 9.5% system-wide, comprised of a 10.7% increase at company-owned restaurants and a 4.9% increase at franchise restaurants.
  • Net loss was $2.1 million, or $0.36 loss per diluted share, compared to net loss of $9.2 million, or $1.58 loss per diluted share, in the third quarter of 2025.
  • Operating margin was 0.1% compared to (5.2)% in the third quarter of 2025.
  • Restaurant contribution margin(1) was 16.7% compared to 13.2% in the third quarter of 2025.
  • Adjusted EBITDA(1) increased 34.3% to $8.7 million compared to $6.5 million in the third quarter of 2025.
       
(1)    Restaurant contribution margin and adjusted EBITDA are non-GAAP measures. Reconciliations of operating income (loss) to restaurant contribution margin and net loss to adjusted EBITDA are included in the accompanying financial data. See “Non-GAAP Financial Measures.”
 

Joe Christina, President and Chief Executive Officer of Noodles & Company, commented, “We are very excited that our third quarter performance continued our strong sales momentum and margin expansion, underscoring the sustainability of our growth and the impact of the improvements we have made across the business. System-wide comparable sales grew 9.5%, which was our third consecutive quarter above 9.0% and eighth consecutive quarter of positive comparable sales growth. Our impressive sales growth reflects enhanced restaurant execution, more innovative and craveable menu offerings, more strategic and focused marketing, together with what we believe is a permanent shift of a significant portion of predominately off premise sales to nearby locations from our successful closed store program. We are converting this sales momentum into stronger restaurant economics. Restaurant contribution margin expanded 350 basis points to 16.7%, and Adjusted EBITDA increased 34% in the third quarter. Year to date, restaurant contribution margin exceeded 16% and Adjusted EBITDA has nearly doubled, reflecting the leverage from higher AUVs, improved cost efficiencies, and the elimination of underperforming restaurants from our portfolio.

Mr. Christina continued, “We have also reduced debt by more than $9.0 million year to date, further strengthening our financial foundation. Our focus remains on making Noodles & Company a more compelling choice for guests and a more profitable business, with disciplined execution that supports durable, outsized long-term growth.”

Liquidity Update and Strategic Review

As of September 29, 2026, the Company had available cash and cash equivalents of $1.5 million and outstanding debt of $101.0 million. The amount available for future borrowings under its revolving credit facility was $21.2 million as of September 29, 2026. On November 12, 2026, the Company amended its credit facility to extend the maturity date to November 30, 2027, among other changes.

On September 3, 2025, the Company announced that its Board of Directors had initiated a review of strategic alternatives in order to explore ways to maximize stockholder value. The review includes a range of potential strategic alternatives, including a refinancing of existing indebtedness, refranchising or sale of all or part of the business, and/or other strategic or financial transactions. Such review remains in process.

Business Outlook

Based on management’s assessment of recent trends and results through the first three quarters of the year, the Company is tightening its fiscal year 2026 guidance ranges. The updated outlook reflects greater visibility into expected full-year results while remaining generally consistent with the Company’s prior expectations. The following is expected for the full year 2026:

  • Total revenue of $485 million to $495 million, including comparable restaurant sales growth of 9.0% to 10.0%;
  • Restaurant level contribution margins of 16.0% to 16.7%;
  • General and administrative expenses of $52 million to $54 million, inclusive of stock-based compensation expense of $2.5 million to $3.0 million;
  • Depreciation and amortization of $23 million to $24 million;
  • Net interest expense of approximately $10 million;
  • Adjusted EBITDA of $35 million to $37 million;
  • One new franchise restaurant opening;
  • Restaurant closures: 34 to 36 company-owned restaurants and seven to eight franchised restaurants; and
  • Capital expenditures of $8.5 million to $9.5 million.

Key Definitions

Average Unit Volumes — represent the average annualized sales of all company-owned restaurants for a given time period. AUVs are calculated by dividing restaurant revenue by the number of operating days within each time period and multiplying by the number of operating days we have in a typical year. This measurement allows management to assess changes in consumer traffic and per person spending patterns at our restaurants. In addition to the factors that impact comparable restaurant sales, AUVs can be further impacted by effective real estate site selection and maturity and trends within new markets.

Comparable Restaurant Sales — represents year-over-year sales comparisons for the comparable restaurant base open for at least 18 full periods. This measure highlights performance of existing restaurants, as the impact of new restaurant openings is excluded. Changes in comparable restaurant sales are generated by changes in traffic, which we calculate as the number of entrées sold and changes in per-person spend, calculated as sales divided by traffic.

Restaurant Contribution and Restaurant Contribution Margin — restaurant contribution represents restaurant revenue less restaurant operating costs, which are costs of sales, labor, occupancy and other restaurant operating items. Restaurant contribution margin represents restaurant contribution as a percentage of restaurant revenue. Restaurant contribution and restaurant contribution margin are presented because they are widely-used metrics within the restaurant industry to evaluate restaurant-level productivity, efficiency and performance. Management also uses restaurant contribution and restaurant contribution margin as metrics to evaluate the profitability of incremental sales at our restaurants, restaurant performance across periods, and restaurant financial performance compared with competitors. See “Non-GAAP Financial Measures” below.

EBITDA and Adjusted EBITDA — EBITDA represents net income (loss) before net interest expense, provision (benefit) for income taxes and depreciation and amortization. Adjusted EBITDA represents net income (loss) before net interest expense, provision (benefit) for income taxes, depreciation and amortization, restaurant impairments, loss on asset disposals, net lease exit costs (benefits), severance, executive transition costs and corporate transaction costs and stock-based compensation. EBITDA and Adjusted EBITDA are presented because: (i) management believes they are useful measures for investors to assess the operating performance of our business without the effect of non-cash charges such as depreciation and amortization expenses and restaurant impairments, asset disposals and closure costs, and (ii) management uses them internally as a benchmark for certain of our cash incentive plans and to evaluate our operating performance or compare performance to that of competitors. See “Non-GAAP Financial Measures” below.

Adjusted Net Income (Loss) — represents net income (loss) before restaurant impairments, net lease exit costs (benefits), loss on disposal of assets, severance, executive transition costs and corporate transaction costs and loss on debt modifications and the tax effects of such adjustments. Adjusted net income (loss) is presented because management believes it helps convey supplemental information to investors regarding the Company’s performance, excluding the impact of special items that affect the comparability of results in past quarters and expected results in future quarters. See “Non-GAAP Financial Measures” below.

Conference Call

Noodles & Company will host a conference call to discuss its third quarter financial results on Friday, November 13, 2026 at 8:30 AM Eastern Time. The conference call can be accessed over the phone by dialing 201-389-0920. A replay will be available after the call and can be accessed by dialing 412-317-6671; the passcode is 13762731. The replay will be available until Friday, November 27, 2026. The conference call will also be webcast live from the Company’s corporate website at investor.noodles.com, under the “Events & Presentations” page. An archive of the webcast will be available at the same location on the corporate website shortly after the call has concluded.

Non-GAAP Financial Measures

To supplement its condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company uses the following non-GAAP financial measures: EBITDA, adjusted EBITDA, adjusted net income (loss), adjusted earnings (loss) per share, restaurant contribution and restaurant contribution margin (collectively, the “non-GAAP financial measures”). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or to be superior to, the financial information prepared and presented in accordance with GAAP. The Company uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. However, the Company recognizes that non-GAAP financial measures have limitations as analytical financial measures. The Company compensates for these limitations by relying primarily on its GAAP results and using non-GAAP metrics only supplementally. There are numerous of these limitations, including that: adjusted EBITDA does not reflect the Company’s capital expenditures or future requirements for capital expenditures; adjusted EBITDA does not reflect interest expense or the cash requirements necessary to service interest or principal payments, associated with our indebtedness; adjusted EBITDA does not reflect depreciation and amortization, which are non-cash charges, although the assets being depreciated and amortized will likely have to be replaced in the future, and do not reflect cash requirements for such replacements; adjusted EBITDA does not reflect the cost of stock-based compensation; adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; adjusted net income (loss) does not reflect cash expenditures, or future requirements, for lease termination payments and certain other expenses associated with reduced new restaurant development; and restaurant contribution and restaurant contribution margin are not reflective of the underlying performance of our business because corporate-level expenses are excluded from these measures. When analyzing the Company’s operating performance, investors should not consider non-GAAP financial metrics in isolation or as substitutes for net income (loss) or cash flow from operations, or other statement of operations or cash flow statement data prepared in accordance with GAAP.

The Company believes that a quantitative reconciliation of the Company’s non-GAAP financial measures guidance to the most comparable financial measures calculated and presented in accordance with GAAP cannot be made available without unreasonable efforts. A reconciliation of these non-GAAP financial measures would require the Company to provide guidance for various reconciling items that are outside of the Company’s control and cannot be reasonably predicted due to the fact that these items could vary significantly from period to period. A reconciliation of certain non-GAAP financial measures would also require the Company to predict the timing and likelihood of outcomes that determine future impairments and the tax benefit thereof. None of these measures, nor their probable significance, can be reliably quantified. These non-GAAP financial measures have limitations as analytical financial measures, as discussed below in the section entitled “Non-GAAP Financial Measures.” In addition, the guidance with respect to non-GAAP financial measures is a forward-looking statement, which by its nature involves risks and uncertainties that could cause actual results to differ materially from the Company’s forward-looking statement, as discussed below in the section entitled “Forward-Looking Statements.”

The non-GAAP financial measures used by the Company in this press release may be different from the measures used by other companies. For more information on the non-GAAP financial measures, please see the “Reconciliation of Non-GAAP Measurements to GAAP Results” tables in this press release. These accompanying tables have more details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures.

About Noodles & Company

No one knows noodles like Noodles. Since 1995, Noodles & Company has brought guests craveable, expertly prepared noodle dishes through a menu that blends classic comfort with bold, globally inspired flavors. From longtime favorites like Creamy Mac & Cheese and Japanese Pan Noodles to comforting bowls of ramen, Noodles draws on more than 30 years of noodle expertise to create dishes that deliver comfort, discovery, and connection in every bowl. To learn more and to find the location nearest you, visit www.noodles.com. 

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on currently available operating, financial and competitive information. Examples of forward-looking statements include all matters that are not historical facts, such as statements regarding expectations with respect to our business strategy, capital expenditures, financial condition, liquidity needs, available financing sources and plans to deliver financial results and continued growth. Our actual results may differ materially from those anticipated in these forward-looking statements due to reasons including, but not limited to, uncertainties as to the availability, suitability, structure, terms, and timing of any strategic transaction resulting from the strategic review and whether any such transaction will be completed, the impact of any such strategic transaction on Noodles & Company, and whether the strategic benefits of any such strategic transaction can be achieved; current performance trends and our expectations for future performance; our ability to repay, refinance or obtain new financing on acceptable terms, if at all, and comply with or receive any applicable waiver with respect to our covenants under the A&R Credit Agreement on or before maturity; the impact on our operations and financial condition of the need to obtain such refinancing on a timely basis; our ability to sustain or achieve overall growth, including, digital sales growth; our ability to open new restaurants, if any, and cause those newly opened restaurants to be successful; our ability to effectively optimize our restaurant portfolio including closures; our ability to achieve and maintain increases in comparable restaurant sales and to successfully execute our business strategy, including new restaurant initiatives and operational strategies to improve the performance of our restaurant portfolio and guest satisfaction; the success of our brand strategy and marketing efforts, including our ability to successfully introduce new menu items, including limited time offerings and the success of our promotions; our pricing strategies; economic conditions, including those resulting from inflation, increased interest rates, recessionary economic cycles, and changes in trade policies, including tariffs or other trade restrictions or the threat of such actions; price and availability of commodities and other supply chain challenges; our ability to adequately staff our restaurants; changes in labor costs; our ability to maintain compliance with requirements for continued listing on the Nasdaq Global Select Market; other conditions beyond our control such as domestic or global conflicts, wars, terrorist activity, weather, natural disasters, disease outbreaks, epidemics or pandemics impacting our customers or food supplies; and consumer reaction to industry related public health issues and health pandemics, including perceptions of food safety. For additional information on these and other factors that could affect the Company’s forward-looking statements, see the Company’s risk factors, as they may be amended from time to time, set forth in its filings with the SEC, included in our most recently filed Annual Report on Form 10-K, and, from time to time, in our subsequently filed Quarterly Reports on Form 10-Q. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as may be required by applicable law or regulation.

Noodles & Company
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data, unaudited)
 
    Fiscal Quarter Ended   Three Fiscal Quarters Ended
    September 29,
2026
  September 30,
2025
  September 29,
2026
  September 30,
2025
Revenue:                
Restaurant revenue   $ 118,509     $ 119,579     $ 364,750     $ 364,686  
Franchising royalties and fees, and other     2,363       2,507       6,945       7,627  
Total revenue     120,872       122,086       371,695       372,313  
Costs and expenses:                
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):                
Cost of sales     29,347       30,709       91,259       95,862  
Labor     34,908       37,499       108,056       116,174  
Occupancy     9,773       11,076       30,292       33,963  
Other restaurant operating costs     24,696       24,558       75,780       74,628  
General and administrative     13,583       12,272       39,954       37,486  
Depreciation and amortization     5,672       6,604       17,553       20,833  
Pre-opening     —       6       —       226  
Restaurant impairments, closure costs and asset disposals     2,748       5,681       11,009       20,625  
Total costs and expenses     120,727       128,405       373,903       399,797  
Income (loss) from operations     145       (6,319 )     (2,208 )     (27,484 )
Interest expense, net     2,288       2,827       7,276       8,227  
Loss before income taxes     (2,143 )     (9,146 )     (9,484 )     (35,711 )
Provision for income taxes     3       5       30       49  
Net loss   $ (2,146 )   $ (9,151 )   $ (9,514 )   $ (35,760 )
Loss per share                
Basic and diluted (1)   $ (0.36 )   $ (1.58 )   $ (1.61 )   $ (6.20 )
Weighted average common shares outstanding:                
Basic and diluted (1)     5,970,160       5,807,356       5,919,604       5,766,872  

_____________________
(1) Shares and per share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a 1-for-8 reverse stock split that became effective on February 18, 2026.

Noodles & Company
Consolidated Selected Balance Sheet Data and Selected Operating Data
(in thousands, except restaurant activity, unaudited)
 
    As of
    September 29,
2026
  December 30,
2025
Balance Sheet Data    
Total current assets   $ 19,355     $ 18,893  
Total assets     233,178       261,671  
Total current liabilities     67,576       61,845  
Total long-term debt     100,236       108,776  
Total liabilities     285,919       306,976  
Total stockholders’ deficit     (52,741 )     (45,305 )

    Fiscal Quarter Ended
    September 29,
2026
  June 30,
2026
  March 31,
2026
  December 30,
2025
  September 30,
2025
Selected Operating Data    
Restaurant Activity:                    
Company-owned restaurants at end of period     306       318       320       340       349  
Franchise restaurants at end of period     77       78       80       83       86  
Revenue Data:                    
Company-owned average unit volume   $ 1,545     $ 1,568     $ 1,492     $ 1,440     $ 1,341  
Franchise average unit volume   $ 1,413     $ 1,437     $ 1,408     $ 1,359     $ 1,311  
Company-owned comparable restaurant sales     10.7 %     11.4 %     9.4 %     7.3 %     4.0 %
Franchise comparable restaurant sales     4.9 %     5.5 %     8.0 %     3.8 %     4.3 %
System-wide comparable restaurant sales     9.5 %     10.3 %     9.1 %     6.6 %     4.0 %


Reconciliations of Non-GAAP Measurements to GAAP Results 

Noodles & Company
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA
(in thousands, unaudited)
 
    Fiscal Quarter Ended   Three Fiscal Quarters Ended
    September 29,
2026
  September 30,
2025
  September 29,
2026
  September 30,
2025
Net loss   $ (2,146 )   $ (9,151 )   $ (9,514 )   $ (35,760 )
Depreciation and amortization     5,672       6,604       17,553       20,833  
Interest expense, net     2,288       2,827       7,276       8,227  
Provision for income taxes     3       5       30       49  
EBITDA   $ 5,817     $ 285     $ 15,345     $ (6,651 )
Restaurant impairments(1)     1,219       5,326       8,727       17,813  
Loss on disposal of assets     482       698       1,554       2,461  
Lease exit (benefits) costs, net     (124 )     (1,278 )     (2,585 )     (2,156 )
Severance, executive transition costs and corporate transaction costs     823       334       1,669       800  
Stock-based compensation expense     509       1,133       2,439       2,651  
Adjusted EBITDA   $ 8,726     $ 6,498     $ 27,149     $ 14,918  

______________________________

(1) Restaurant impairments in all periods presented above include amounts related to restaurants previously impaired.

EBITDA and adjusted EBITDA are supplemental measures of operating performance that do not represent and should not be considered as alternatives to net income (loss) or cash flow from operations, as determined by GAAP, and our calculation thereof may not be comparable to that reported by other companies. These measures are presented because we believe that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for evaluating our ongoing results of operations.

EBITDA is calculated as net income (loss) before net interest expense, provision (benefit) for income taxes and depreciation and amortization. Adjusted EBITDA further adjusts EBITDA to reflect the eliminations shown in the table above.

EBITDA and adjusted EBITDA are presented because: (i) we believe they are useful measures for investors to assess the operating performance of our business without the effect of non-cash charges such as depreciation and amortization expenses and restaurant impairments, loss on disposal of assets, net lease exit costs (benefits), severance, executive transition costs and corporate transaction costs and stock-based compensation expense, and (ii) we use adjusted EBITDA internally as a benchmark for certain of our cash incentive plans and to evaluate our operating performance or compare our performance to that of our competitors. The use of adjusted EBITDA as a performance measure permits a comparative assessment of our operating performance relative to our performance based on our GAAP results, while isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. Companies within our industry exhibit significant variations with respect to capital structures and cost of capital (which affect interest expense and income tax rates) and differences in book depreciation of property, plant and equipment (which affect relative depreciation expense), including significant differences in the depreciable lives of similar assets among various companies. Our management believes that adjusted EBITDA facilitates company-to-company comparisons within our industry by eliminating some of these foregoing variations. Adjusted EBITDA as presented may not be comparable to other similarly-titled measures of other companies, and our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by excluded or unusual items.

Noodles & Company
Reconciliation of Net Loss to Adjusted Net Loss
(in thousands, except share and per share data, unaudited)
 
    Fiscal Quarter Ended   Three Fiscal Quarters Ended
    September 29,
2026
  September 30,
2025
  September 29,
2026
  September 30,
2025
Net loss   $ (2,146 )   $ (9,151 )   $ (9,514 )   $ (35,760 )
Restaurant impairments (1)     1,219       5,326       8,727       17,813  
Lease exit (benefits) costs, net     (124 )     (1,278 )     (2,585 )     (2,156 )
Severance, executive transition costs and corporate transaction costs     823       334       1,669       800  
Tax impact of adjustments above (2)     2       (3 )     21       1  
Adjusted net loss   $ (226 )   $ (4,772 )   $ (1,682 )   $ (19,302 )
                 
Loss per share                
Basic and diluted (3)   $ (0.36 )   $ (1.58 )   $ (1.61 )   $ (6.20 )
Adjusted loss per share (3)                
Basic and diluted   $ (0.04 )   $ (0.82 )   $ (0.28 )   $ (3.35 )
Weighted average common shares outstanding (3)                
Basic and diluted     5,970,160       5,807,356       5,919,604       5,766,872  

_____________________________

Adjusted net income (loss) is a supplemental measure of financial performance that is not required by or presented in accordance with GAAP. We define adjusted net income (loss) as net income (loss) before restaurant impairments, net lease exit costs (benefits), and severance, executive transition costs and corporate transaction costs, and the tax effects of such adjustments. Adjusted net income (loss) is presented because management believes it helps convey supplemental information to investors regarding our performance, excluding the impact of special items that affect the comparability of results in past quarters to expected results in future quarters. Adjusted net income (loss) as presented may not be comparable to other similarly-titled measures of other companies, and our presentation of adjusted net income (loss) should not be construed as an inference that our future results will be unaffected by excluded or unusual items. Our management uses this non-GAAP financial measure to analyze changes in our underlying business from quarter to quarter based on comparable financial results.

(1) Restaurant impairments in all periods presented above include amounts related to restaurants previously impaired.
(2) The tax impact of the other adjustments is immaterial while the Company has a full valuation allowance and significant net operating losses.
(3) Shares and per share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a 1-for-8 reverse stock split that became effective on February 18, 2026.
   

Noodles & Company
Reconciliation of Operating Income (Loss) to Restaurant Contribution
(in thousands, unaudited)
         
    Fiscal Quarter Ended   Three Fiscal Quarters Ended
    September 29,
2026
  September 30,
2025
  September 29,
2026
  September 30,
2025
Income (loss) from operations   $ 145     $ (6,319 )   $ (2,208 )   $ (27,484 )
Less: Franchising royalties and fees, and other     2,363       2,507       6,945       7,627  
Plus: General and administrative     13,583       12,272       39,954       37,486  
Depreciation and amortization     5,672       6,604       17,553       20,833  
Pre-opening     —       6       —       226  
Restaurant impairments, closure costs and asset disposals     2,748       5,681       11,009       20,625  
Restaurant contribution   $ 19,785     $ 15,737     $ 59,363     $ 44,059  
                 
Restaurant contribution margin     16.7 %     13.2 %     16.3 %     12.1 %

_____________________________

Restaurant contribution represents restaurant revenue less restaurant operating costs, which are the cost of sales, labor, occupancy and other operating items. Restaurant contribution margin represents restaurant contribution as a percentage of restaurant revenue. Restaurant contribution and restaurant contribution margin are non-GAAP measures that are neither required by, nor presented in accordance with GAAP, and the calculations thereof may not be comparable to similar measures reported by other companies. These measures are supplemental measures of the operating performance of our restaurants and are not reflective of the underlying performance of our business because corporate-level expenses are excluded from these measures.

Restaurant contribution and restaurant contribution margin have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Management does not consider these measures in isolation or as an alternative to financial measures determined in accordance with GAAP. However, management believes that restaurant contribution and restaurant contribution margin are important tools for investors and other interested parties because they are widely-used metrics within the restaurant industry to evaluate restaurant-level productivity, efficiency and performance. Management also uses these measures as metrics to evaluate the profitability of incremental sales at our restaurants, restaurant performance across periods, and restaurant financial performance compared with competitors.

Contacts:
Investor Relations
investorrelations@noodles.com  

Media
Danielle Moore
press@noodles.com

All amounts in U.S. dollars unless otherwise stated

TORONTO, Nov. 13, 2026 (GLOBE NEWSWIRE) — Onex Corporation (TSX: ONEX) today announced its financial results for the third quarter ended September 30, 2026. Onex also released supplemental financial information for Convex Group Limited (“Convex”).

“Onex delivered a solid third quarter with significant achievements across our platforms,” said Bobby Le Blanc, CEO. “Convex has delivered strong results year to date and over the last twelve months, growing premiums written and earned, improving its combined ratio, and increasing net income. Onex Partners recently completed the first close of Onex Partners VI vehicles, exceeding expectations with more than $2 billion in capital commitments. In Credit, we raised or extended $3.5 billion of CLOs and produced quarterly fee-related earnings of $20 million in Structured Credit. Further, we returned capital to shareholders through the repurchase of more than 800,000 shares in the quarter.”  

Financial Results

(Unaudited)($ millions except per share amounts)  Three Months Ended
Nine Months Ended
  Sept. 30,
2026
Sept. 30,
2025
Sept. 30,
2026
Sept. 30,
2025
Net earnings $ 97   $ 39 $ 357 $ 436
Net earnings per diluted share $ 1.28   $ 0.57 $ 4.75 $ 6.25
                 
Net gain (loss) on investment in Convex(1) $ (12 ) $ – $ 308 $ –
Other Investing Capital segment net earnings $ 86   $ 50 $ 29 $ 404
Asset management segment net earnings $ 22   $ 20 $ 23 $ 81
Total segment net earnings(2) $ 96   $ 70 $ 360 $ 485
Asset management fee-related earnings(3) $ 14   $ 11 $ 30 $ 28
Total fee-related earnings(4) $ 6   $ 1 $ 7 $ 1
Distributable earnings(4) $ 89   $ 111 $ 364 $ 170


Convex Results

The fair value of Onex’ investment in Convex was $4.1 billion as of September 30, 2026. The valuation was broadly unchanged versus prior quarter as Convex’ tangible book value remained flat at $3.5 billion. While Convex generated $132 million of net income during the quarter, which would have increased tangible book value, this was offset by unrealized losses on its fixed-income portfolio resulting from higher interest rates. Following Convex’ accounting change in the prior quarter, unrealized gains and losses on its fixed-income portfolio are now recorded in other comprehensive income rather than net income, increasing or decreasing tangible book value accordingly.

On a per share basis, the value of Onex’ investment in Convex increased to C$77.59 from C$76.82 as of June 30, 2026. This was a result of a reduction in Onex’ fully diluted shares outstanding due to share repurchases under the normal course issuer bid.

Since the acquisition closed in February 2026, Convex’ valuation has increased by $323 million, or 8%.

The valuation of Convex is based on an assumed 2.0x price-to-tangible book value multiple, unchanged from the prior quarter, and supported by Convex’ return on equity, earnings growth and continued market share gains. Convex is expected to continue benefiting from higher operating leverage as the business continues to scale, prudent growth in its asset leverage and improved yield on its investment portfolio. At this valuation, the implied price to earnings multiple is 10.6x on an LTM adjusted net income basis and an adjusted return on average tangible equity(5) of 18.5%.

Additional key performance metrics for Convex include the following:

(Unaudited) ($ millions) Three Months Ended
  September 30, 2026 September 30, 2025
Adjusted Net Income (i) $ 132   $ 224  
Net Income $ 132   $ 238  
Gross Premium Written $ 1,396   $ 1,167  
Net Premium Written $ 920   $ 813  
Net Premium Earned $ 980   $ 905  
Loss Ratio   55.2%     47.3%  
Acquisition Ratio   24.2%     19.1%  
Expense Ratio   13.3%     12.9%  
Combined Ratio   92.7%     79.3%  

(i) Convex’ net income is calculated based on generally accepted accounting principles in the United States of America (“US GAAP”). Adjusted net income for the three months ended September 30, 2026 equals net income, as the period followed Convex’ accounting change in May 2026. Prior period adjusted net income is presented as if the change had always applied, excluding $14 million of unrealized mark-to-market gains on Convex’ investment portfolio in 2025. Adjusted net income is a non-GAAP financial measure that does not have standardized meaning prescribed under US GAAP. Therefore, this measure may not be comparable to similar financial measures disclosed by other companies. Refer to the 2026 Year-To-Date Results & Activity section of Onex’ Q3 2026 Interim MD&A and the supplementary financial schedules in this press release for further details concerning Convex’ adjusted net income and other Convex’ performance metrics.

(Unaudited) ($ millions) Twelve Months Ended
  September 30, 2026 September 30, 2025
Adjusted Net Income (i) $ 659   $ 584  
Net Income $ 572   $ 566  
Gross Premium Written $ 6,357   $ 5,882  
Net Premium Written $ 4,106   $ 4,068  
Net Premium Earned $ 3,804   $ 3,560  
Loss Ratio   50.0%     56.0%  
Acquisition Ratio   23.6%     20.9%  
Expense Ratio   13.4%     13.0%  
Combined Ratio   87.0%     89.9%  
         
Adjusted Return on Average Tangible Equity (ROE) (ii)   18.5%     18.0%  

(i) Adjusted net income for the twelve months ended September 30, 2026 excludes $41 million of one-time transaction costs related to Onex’ acquisition of Convex (2025 – nil) and $46 million of unrealized mark-to-market losses (2025 – $18 million) on Convex’ investment portfolio, which were recognized in net income prior to the accounting change.
(ii) Calculated utilizing Adjusted Net Income.

Gross premiums written increased 20% year-over-year in the third quarter of 2026, with growth across both insurance and reinsurance, despite a 4% year-to-date decline in pricing. Net premiums earned increased 8% year-over-year. Strong third quarter gross premium growth is expected to contribute more significantly to net premiums earned in future quarters.

For the twelve months ended September 30, 2026, gross premiums written and net premiums earned increased 8% and 7%, respectively. Adjusted net income increased 13% to $659 million from $584 million in the prior year period, representing a return on equity of 18.5%. This growth was primarily driven by improved underwriting performance, with underwriting profit increasing to $496 million from $357 million. The combined ratio improved 290 basis points year-over-year to 87.0%, including a reduction in the loss ratio to 50.0% from 56.0%.

Additional Recent Highlights

  • Onex had approximately $9.6 billion of investing capital(6) as of September 30, 2026 as compared with $9.5 billion as of June 30, 2026 and $8.7 billion at year-end 2025. Investing capital per fully diluted share(7) was $125.73 (C$178.93) as of September 30, 2026, a year-over-year increase of approximately 7% (9% in Canadian dollars), excluding the dilutive impact of issuing 7.5 million shares to AIG in connection with the acquisition of Convex. Onex’ investing capital comprised $4.1 billion from Convex ($54.52 or C$77.59 per fully diluted share) and $5.4 billion from Other Investing Capital ($71.21 or C$101.34 per fully diluted share).
  • Since the Convex acquisition, Onex has continued to reshape its investing capital in line with its new strategy. On a proforma basis, Private Equity now represents 43%(8) of investing capital, down from 65% at year-end 2025. Onex has also reduced excess cash and repaid a large portion of the NAV loan, enabling more efficient balance sheet utilization.
  • Onex’ private equity investments generated a net fair value gain of $88 million during Q3 2026 (Q3 2025: $21 million). Onex’ credit investments generated a net fair value gain of $2 million during Q3 2026 (Q3 2025: $17 million). Onex’ exposure to direct lending is limited, with less than 1% of its investing capital invested in direct lending strategies.
  • In November, Onex Partners completed the first close of Onex Partners VI vehicles, with more than $2 billion in capital commitments, including Onex’ commitment of up to $300 million. The closing included a 100% participation rate among institutional Onex Partners Opportunities Fund investors, achieved the largest number of institutional investors to ever participate in an Onex Partners first close, and increases the proportion of third-party capital compared to the predecessor flagship fund.
  • During Q3 and early Q4, Onex agreed to sell a portion of its interests in certain Onex Partners funds through several secondary transactions, which are expected to generate approximately $334 million in proceeds to Onex, which represented 92% of June 30, 2026 carrying value. We expect additional proceeds to Onex pending further syndication of the interests, and all proceeds are expected to be received by the end of the first quarter of 2027. These sales also established new fee-generating assets under management for the Onex Partners platform.
  • In October, the ONCAP IV Group agreed to sell a portion of its investment in Walter Surface Technologies to a single-asset continuation fund managed by ONCAP. Onex’ current share of the related realization is approximately $50 million, with additional proceeds to Onex expected pending further syndication. The transaction is expected to close later in 2026.
  • Onex Credit raised or extended eight CLO transactions in Q3 representing $3.5 billion in fee-generating AUM and generated $20 million in fee-related earnings from Structured Credit.
  • Onex repurchased 808,012 Subordinate Voting Shares (SVS) in the third quarter for $64 million (C$89 million) or an average cost per share of $78.82 (C$109.99).
  • Total fee-generating assets under management (“FGAUM”) was approximately $43.7 billion as of September 30, 2026, with Credit and Private Equity FGAUM totaling $31.5 billion and $12.1 billion, respectively.
  • Unrealized carried interest from funds managed by Onex totaled $310 million as of September 30, 2026.
  • Onex’ cash and near-cash(9) balance was $161 million as of September 30, 2026, versus $2.1 billion as of December 31, 2025. The principal balance outstanding on Onex’ senior secured credit facility is $220 million. Onex also has access to $600 million of undrawn capacity under its revolving credit facility.  

Dividend Declaration

The Board of Directors has declared a fourth quarter dividend of C$0.10 per Subordinate Voting Share payable on January 31, 2027, to shareholders of record on January 8, 2027.

Webcast

Onex management will host a webcast to review Onex’ third quarter 2026 results on Friday, November 13, 2026 at 11:00 a.m. ET. The webcast will be available in listen-only mode from the Presentations and Events section of Onex’ website, https://www.onex.com/events-and-presentations. A 90-day on-line replay will be available shortly following the completion of the event.

Additional Information

Enclosed are supplementary financial schedules related to Onex’ consolidated net earnings, investing capital, fee-related earnings, distributable earnings, and cash and near-cash changes for the three and nine months ended September 30, 2026. The financial statements prepared in accordance with IFRS Accounting Standards applicable to interim financial reporting, including Management’s Discussion and Analysis of the results, are posted on Onex’ website, www.onex.com, and are also available on SEDAR+ at www.sedarplus.ca. A supplemental information package with additional information is available on Onex’ website, www.onex.com.

About Onex

Onex invests and manages capital on behalf of its shareholders and clients across the globe. Formed in 1984, we have a long track record of creating value for our clients and shareholders. Our investors include a broad range of global clients, including public and private pension plans, sovereign wealth funds, banks, insurance companies, family offices and high-net-worth individuals. In total, Onex has approximately $56.5 billion in assets under management, of which $9.6 billion is Onex’ own investing capital. With offices in Toronto, New York, New Jersey and London, Onex and its experienced management teams are collectively the largest investors across Onex’ platforms.

Onex is listed on the Toronto Stock Exchange under the symbol ONEX. For more information on Onex, visit its website at www.onex.com. Onex’ security filings can also be accessed at www.sedarplus.ca.

Forward-Looking Statements

This press release may contain, without limitation, statements concerning possible or assumed future operations, performance or results preceded by, followed by or that include words such as “believes”, “expects”, “potential”, “anticipates”, “estimates”, “intends”, “plans” and words of similar connotation, which would constitute forward-looking statements. Forward-looking statements are not guarantees. The reader should not place undue reliance on forward-looking statements and information because they involve significant and diverse risks and uncertainties that may cause actual operations, performance or results to be materially different from those indicated in these forward-looking statements. Except as may be required by Canadian securities law, Onex is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or other factors. These cautionary statements expressly qualify all forward-looking statements in this press release.

Non-GAAP Financial Measures and Ratios

This press release contains non-GAAP financial measures and ratios which have been calculated using methodologies that are not in accordance with IFRS Accounting Standards. The presentation of financial measures and ratios in this manner does not have a standardized meaning prescribed under IFRS Accounting Standards and is therefore unlikely to be comparable to similar financial measures presented by other companies. Onex management believes these financial measures and ratios provide useful information to investors. Reconciliations of the non-GAAP financial measures to information contained in the consolidated financial statements have been presented where practical.

For Further Information:

Josh Wood Zev Korman
Managing Director, Shareholder Relations and Communications Vice President, Shareholder Relations and Communications
Tel: +1 416.362.7711 Tel: +1 416.362.7711


Supplementary Financial Schedules

  Three months ended September 30
  2026(i) 2025(i)
(Unaudited)($ millions except per share amounts) Convex(ii) Other Investing
Capital
Asset
Management
  Total Total
Segment income (loss) $ (12)   $ 86 $ 70   $ 144     123  
Segment expenses   –     –   (48)     (48)     (53)  
Segment net earnings (loss) $ (12)   $ 86 $ 22   $ 96     70  
                   
Stock-based compensation expense               (1)     (25)  
Amortization of property, equipment and intangible assets, excluding right-of-use assets (3)     (4)  
Realized carried interest previously recognized in segment net earnings (loss) 4     –  
Decrease (increase) in unrealized carried interest and performance fees
           included in segment net earnings (loss) – Credit
1     (2)  
Restructuring recovery, net   –     1  
Other   (1)     –  
Earnings before income taxes   96     40  
Recovery of (provision for) income taxes   1     (1)  
Net earnings             $ 97   $ 39  
                   
Net earnings per share                  
Basic             $ 1.28   $ 0.57  
Diluted             $ 1.28   $ 0.57  

(i) Refer to pages 23 and 24 of Onex’ Q3 2026 Interim MD&A for further details concerning the composition of segmented results.

(ii) The Convex segment loss and net loss represent the loss on Onex’ investment in Convex.

  Nine months ended September 30
  2026(i) 2025(i)
(Unaudited)($ millions except per share amounts) Convex(ii) Other Investing
Capital
Asset
Management
  Total Total
Segment income $ 308 $ 29 $ 176   $ 513     645  
Segment expenses   –   –   (153)     (153)     (160)  
Segment net earnings $ 308 $ 29 $ 23   $ 360     485  
                   
Realized carried interest previously recognized in segment net earnings   8     –  
Decrease (increase) in unrealized carried interest and performance fees
           included in segment net earnings – Credit
4     (5)  
Amortization of property, equipment and intangible assets, excluding right-of-use assets (7)     (10)  
Stock-based compensation expense   (1)     (27)  
Restructuring expenses, net   –     (3)  
Other   (6)     (3)  
Earnings before income taxes   358     437  
Provision for income taxes   (1)     (1)  
Net earnings             $ 357   $ 436  
                   
Net earnings per share                  
Basic             $ 4.75   $ 6.26  
Diluted             $ 4.75   $ 6.25  

(i) Refer to pages 23 and 25 of Onex’ Q3 2026 Interim MD&A for further details concerning the composition of segmented results.

(ii) The Convex segment income and net earnings represent the gain on Onex’ investment in Convex and net of $15 million of acquisition-related costs.


Investing Capital

(Unaudited) ($ millions except per share amounts) September 30, 2026 December 31, 2025
Convex $ 4,144   $ –
         
Private Equity          
Onex Partners   3,283     4,450
ONCAP   777     775
Carried Interest   303     387
    4,363     5,612
Private Credit        
Investments   919     938
Carried Interest   7     17
    926     955
Cash and Near-Cash   161     2,060
Other Net Assets   186     35
Debt   (223)     –
Investing Capital $ 9,557   $ 8,662
Investing Capital per fully diluted share (U.S. dollars)(i) $ 125.73   $ 124.70
Investing Capital per fully diluted share (Canadian dollars)(i) $ 178.93   $ 171.15

(i) Fully diluted shares for investing capital per share were approximately 76.0 million as of September 30, 2026.

Investing capital is a non-GAAP financial measure. The tables below provide reconciliations of Onex’ total assets and investing capital, which is determined on the same basis as Onex’ Convex segment assets and Other Investing Capital segment assets as of September 30, 2026 and December 31, 2025.

(Unaudited)($ millions except per share amounts) As of September 30, 2026
  Convex Other Investing
Capital
Asset
Management
  Total
Cash and cash equivalents $ – $ – $ 63(i) $ 63  
Management and advisory fees, recoverable fund expenses and other receivables   –   139(ii)   97   236  
Corporate investments   4,144   5,267(iii)   –   9,411  
Unrealized carried interest – Credit   –   7   –   7  
Other assets   –   –   136   136  
Property and equipment   –   –   27   27  
Intangible assets   –   –   7   7  
Goodwill   –   –   142   142  
Total segment assets $ 4,144 $ 5,413 $ 472 $ 10,029  
                 
Net intercompany loans receivable, comprising part of the fair value of Investment Holding Companies   736  
Unrealized carried interest included in segment assets – Credit (7)  
Total assets             $ 10,758  
Investing capital per fully diluted share (U.S. dollars)     $ 125.73  
Investing capital per fully diluted share (Canadian dollars)       $ 178.93  

(i) Cash and cash equivalents allocated to the Asset Management segment relate to accrued employee incentive compensation and unhedged PSUs outstanding.

(ii) Includes management fees and recoverable fund expenses receivable from certain funds which Onex has elected to defer cash from. The September 30, 2026 balance was also reduced for amounts allocated to the Asset Management segment related to accrued employee incentive compensation and unhedged PSUs outstanding, which totalled $19 million.

(iii) The corporate investments of the Other Investing Capital segment are presented net of amounts drawn under the senior credit facility.

(Unaudited)($ millions except per share amounts) As of December 31, 2025
  Convex Other Investing
Capital
Asset
Management
  Total
Cash and cash equivalents $ – $ 1,232 $ 97(i) $ 1,329  
Management and advisory fees, recoverable fund expenses and other receivables   –   423(ii)   78   501  
Corporate investments   –   6,990   –   6,990  
Unrealized carried interest – Credit   –   17   –   17  
Other assets   –   –   152   152  
Property and equipment   –   –   38   38  
Intangible assets   –   –   8   8  
Goodwill   –   –   142   142  
Total segment assets $ – $ 8,662 $ 515 $ 9,177  
                 
Net intercompany loans receivable, comprising part of the fair value of Investment Holding Companies   2,342  
Unrealized carried interest included in segment assets – Credit (17)  
Total assets             $ 11,502  
Investing capital per fully diluted share (U.S. dollars)     $ 124.70  
Investing capital per fully diluted share (Canadian dollars)       $ 171.15  

(i) Cash and cash equivalents allocated to the Asset Management segment relate to accrued employee incentive compensation and unhedged PSUs outstanding.

(ii) Includes management fees and recoverable fund expenses receivable from certain funds which Onex has elected to defer cash from.

Convex Valuation

(Unaudited) ($ millions) September 30, 2026
Tangible book value(i) of Convex $3,504  
Applied multiple 2.00x  
Gross fair value of Convex $7,008  
Convex management incentive programs(ii) $(380)  
Net fair value of Convex $6,628  
Onex ownership percentage in Convex   62.53%  
Total fair value of Onex’ investment in Convex $ 4,144  

(i) Tangible book value represents the total shareholders’ equity balance for Convex, calculated using generally accepted accounting principles in the United States of America, excluding preferred shares and adjusted to remove the impact from deferred tax assets.

(ii) Under the management incentive programs at Convex, the Convex management team is entitled to approximately 9% of the net equity fair value gain in Convex, subject to minimum internal rate of return hurdles being achieved.

Convex Adjusted Net Income and Return on Equity

In May 2026, Convex completed the transition of its fixed-income investment portfolio to an available-for-sale accounting classification. Unrealized gains and losses on the portfolio are now recorded in other comprehensive income rather than net income. Adjusted net income is a non-GAAP financial measure and adjusted return on equity is a non-GAAP financial ratio. The tables below provide a reconciliation of Convex’ net income to adjusted net income, with prior periods presented as if available-for-sale (“AFS”) accounting had applied throughout.

  Three Months Ended Twelve Months Ended
(Unaudited)($ millions) September 30,
2026
September 30,
2025
September 30,
2026
September 30,
2025
Net Income(i) $ 132 $ 238   $ 572   $ 566  
Acquisition Related Costs(ii)   –   –     41     –  
Reversal of Unrealized Losses / (Gains) on AFS Investments, After Tax   –   (14)     46     18  
Adjusted Net Income (iii) $ 132 $ 224   $ 659   $ 584  
                 
Return on Average Tangible Equity   n/a   n/a   17.2%     17.4%  
Adjusted Return on
Average Tangible Equity (ROE) (iv)
  n/a   n/a   18.5%     18.0%  
Change (basis points)   n/a   n/a   130     60  
                 

(i) Convex’ net income is calculated based on US GAAP.

(ii) During the twelve months ended September 30, 2026, Convex incurred $41 million of one-time transaction costs related to Onex’ acquisition of the Company.

(iii) Adjusted net income excludes unrealized gains and losses on Convex’ investment portfolio, after tax, which were recognized in net income prior to Convex’ transition to AFS accounting in May 2026. Prior periods are presented as if AFS accounting had applied throughout.

(iv) Calculated utilizing Adjusted Net Income.

Fee-Related Earnings and Distributable Earnings

(Unaudited)($ millions) Three Months Ended
September 30, 2026
Three Months Ended
September 30, 2025
Private Equity
           
Management and advisory fees $ 21   $ 20  
Total fee-related revenues from Private Equity $ 21   $ 20  
Compensation expense   (16)     (12)  
Support and other net expenses   (8)     (9)  
Net contribution $ (3)   $ (1)  
         
Structured Credit        
Management and advisory fees $ 31   $ 29  
Performance fees   (1)     1  
Total fee-related revenues from Structured Credit $ 30   $ 30  
Compensation expense   (7)     (8)  
Support and other net expenses   (3)     (5)  
Net contribution $ 20   $ 17  
         
Other Credit        
Management and advisory fees $ 2   $ 3  
Performance fees   –     1  
Other income   1     –  
Total fee-related revenues from Other Credit $ 3   $ 4  
Compensation expense   (3)     (4)  
Support and other net expenses   (3)     (5)  
Net contribution $ (3)   $ (5)  
         
Asset management fee-related earnings $ 14   $ 11  
         
Public Company and Onex Capital Investing        
Compensation expense $ (4)   $ (6)  
Other net expenses   (4)     (4)  
Total expenses $ (8)   $ (10)  
         
Total fee-related earnings $ 6   $ 1  
         
Realized carried interest(i) $ 13   $ 7  
Realized net gain on corporate investments and interest income   70     103  
Total distributable earnings $ 89   $ 111  

(i) Includes carried interest Onex is entitled to from the Falcon Funds.

(Unaudited)($ millions) Nine Months Ended
September 30, 2026
Nine Months Ended
September 30, 2025
Private Equity
           
Management and advisory fees $ 62   $ 70  
Total fee-related revenues from Private Equity $ 62   $ 70  
Compensation expense   (49)     (45)  
Support and other net expenses   (25)     (26)  
Net contribution $ (12)   $ (1)  
         
Structured Credit        
Management and advisory fees $ 91   $ 76  
Performance fees   (1)     2  
Total fee-related revenues from Structured Credit $ 90   $ 78  
Compensation expense   (23)     (22)  
Support and other net expenses   (13)     (12)  
Net contribution $ 54   $ 44  
         
Other Credit        
Management and advisory fees $ 7   $ 10  
Performance fees   –     2  
Other income   1     1  
Total fee-related revenues from Other Credit $ 8   $ 13  
Compensation expense   (9)     (11)  
Support and other net expenses   (11)     (17)  
Net contribution $ (12)   $ (15)  
         
Asset management fee-related earnings $ 30   $ 28  
         
Public Company and Onex Capital Investing        
Compensation expense $ (13)   $ (15)  
Other net expenses   (10)     (12)  
Total expenses $ (23)   $ (27)  
         
Total fee-related earnings $ 7   $ 1  
         
Realized carried interest(i) $ 114   $ 12  
Realized net gain on corporate investments and interest income   243     157  
Total distributable earnings $ 364   $ 170  

(i) Includes carried interest Onex is entitled to from the Falcon Funds.

Fee-related earnings and distributable earnings are non-GAAP financial measures. The tables below provide a reconciliation of Onex’ net earnings to fee-related earnings and distributable earnings during the three months and nine months ended September 30, 2026 and 2025.

(Unaudited)($ millions) Three Months Ended
September 30, 2026

Three Months Ended
September 30, 2025
Net earnings $ 97   $ 39  
Provision for (recovery of) income taxes   (1)     1  
Earnings before income taxes $ 96   $ 40  
Stock-based compensation expense   1     25  
Amortization of property, equipment and intangible assets, excluding right-of-use assets   3     4  
Realized carried interest previously recognized in segment net earnings   (4)     –  
Restructuring recovery, net   –     (1)  
Increase (decrease) in unrealized carried interest and performance fees included in segment
      net earnings – Credit
(1)     2  
Other   1     –  
Total segment net earnings $ 96   $ 70  
Convex segment net loss   12     –  
Other Investing Capital segment net earnings   (86)     (50)  
Net gain from carried interest(i)   (16)     (19)  
Total fee-related earnings $ 6   $ 1  
Realized carried interest(i)   13     7  
Realized net gain on corporate investments and interest income   70     103  
Total distributable earnings $ 89   $ 111  
(i) Includes carried interest Onex is entitled to from the Falcon Funds.

(Unaudited)($ millions) Nine Months Ended
September 30, 2026

Nine Months Ended
September 30, 2025
Net earnings $ 357   $ 436  
Provision for income taxes   1     1  
Earnings before income taxes $ 358   $ 437  
Amortization of property, equipment and intangible assets, excluding right-of-use assets   7     10  
Realized carried interest previously recognized in segment net earnings (8)     –  
Increase (decrease) in unrealized carried interest and performance fees included in segment
      net earnings – Credit
(4)     5  
Stock-based compensation expense   1     27  
Restructuring expenses, net   –     3  
Other   6     3  
Total segment net earnings $ 360   $ 485  
Convex segment net earnings   (308)     –  
Other Investing Capital segment net earnings   (29)     (404)  
Net gain from carried interest(i)   (16)     (80)  
Total fee-related earnings $ 7   $ 1  
Realized carried interest(i)   114     12  
Realized net gain on corporate investments and interest income   243     157  
Total distributable earnings $ 364   $ 170  
(i) Includes carried interest Onex is entitled to from the Falcon Funds.


Cash and Near-Cash

The table below provides a breakdown of cash and near-cash at Onex as of September 30, 2026 and December 31, 2025.

(Unaudited)($ millions) September 30, 2026 December 31, 2025
Management fees and recoverable fund expenses receivable(i) $ 139 $ 423
Cash and cash equivalents within Investment Holding Companies(ii)   19   360
Cash and cash equivalents – Other Investing Capital segment(iii)   –   1,232
Subscription financing and other short-term receivables(iv)   3   45
Total cash and near-cash $ 161 $ 2,060
Cash available from revolving credit facility(v)   600   –
Total available liquidity $ 761 $ 2,060

(i) Includes management fees and recoverable fund expenses receivable from certain funds which Onex has elected to defer cash receipt from. The September 30, 2026 balance was also reduced for amounts allocated to the asset management segment related to accrued employee incentive compensation and unhedged PSUs outstanding, which totalled $19 million.

(ii) Cash and cash equivalents are reduced by Onex’ share of uncalled expenses payable by the Investment Holding Companies of $27 million (December 31, 2025 – $22 million) and $1 million payable by the Investment Holding Companies for Onex’ management incentive programs related to a private equity realization (December 31, 2025 – $18 million related to private equity realizations).

(iii) Excludes cash and cash equivalents allocated to the Asset Management segment related to accrued incentive compensation and unhedged PSUs outstanding ($63 million (December 31, 2025 – $97 million)).

(iv) The September 30, 2026 balance consists of receivables for recoverable fund expenses paid for ONCAP V. The December 31, 2025 balance consists of receivables for recoverable fund expenses paid for ONCAP V and a receivable from the Onex Senior Credit Fund I, and subscription financing receivable, including interest receivable, attributable to third-party investors in certain Credit Funds.

(v) The amount of cash available to be drawn from the revolving credit facility is subject to limits based on the current loan-to-value percentage.

The table below provides a reconciliation of the change in cash and near-cash from December 31, 2025 to September 30, 2026.

(Unaudited)($ millions)    
Cash and near-cash as of December 31, 2025 $ 2,060  
Convex direct investment   (3,821)  
Private equity realizations and distributions   1,399  
Private equity investments   (182)  
Net credit strategies investments activity   (11)  
Issuance of SVS   642  
Repurchase of SVS   (60)  
Net amounts drawn on the senior secured credit facility   220  
Interest income(i)   11  
Financing fees and interest paid for the senior secured credit facility (35)  
Net stock-based compensation paid (16)  
Cash dividends paid (16)  
Net other(ii)   (30)  
Cash and near-cash as of September 30, 2026 $ 161  

(i) Includes $3 million of interest income generated by the Investment Holding Companies.

(ii) Includes cash flows from asset management activities, operating costs, changes in working capital and acquisition costs related to the investment in Convex.


(1) During the three and nine months ended September 30, 2026, Onex recognized an unrealized loss of $12 million and an unrealized gain of $323 million, respectively, on its investment in Convex. During the nine months ended September 30, 2026, Onex also incurred $15 million of acquisition-related costs for Convex. The net gain (loss) on Onex’ investment in Convex forms part of Onex’ segmented results. 
(2) Refer to pages 23, 24, and 25 of Onex’ Q3 2026 Interim MD&A for further details concerning the composition of segment net earnings. A reconciliation of total segment net earnings to net earnings is provided in the supplementary financial schedules in this press release.
(3) Asset management fee-related earnings exclude Onex’ public company expenses and other expenses associated with managing Onex’ investing capital and is a component of total fee-related earnings.
(4) Total fee-related earnings and distributable earnings are non-GAAP financial measures that do not have standardized meaning prescribed under International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). Therefore, they may not be comparable to similar financial measures disclosed by other companies. The most directly comparable financial measure under IFRS Accounting Standards to fee-related earnings and distributable earnings is Onex’ net earnings. Refer to the 2026 Year-To-Date Results & Activity section of Onex’ Q3 2026 Interim MD&A and the supplementary financial schedules in this press release for further details concerning fee-related earnings and distributable earnings.
(5) The adjusted return of average tangible equity is a non-GAAP ratio calculated using methodologies that are not in accordance with US GAAP. The presentation of this ratio does not have a standardized meaning prescribed under US GAAP and therefore may not be comparable to similar ratios presented by other companies. Onex management believes that the adjusted return on average tangible equity provides useful information on Convex’ financial performance. The adjusted return on average tangible equity is calculated as adjusted net income divided by average tangible equity.
(6) Investing capital is a non-GAAP financial measure that does not have a standardized meaning prescribed under IFRS Accounting Standards. Therefore, it may not be comparable to similar financial measures disclosed by other companies. The most directly comparable financial measure under IFRS Accounting Standards to investing capital is total assets. As of September 30, 2026, Onex’ consolidated assets were $10.8 billion (December 31, 2025 – $11.5 billion). Refer to the supplementary financial schedules in this press release for further details concerning investing capital, including a reconciliation of the Convex and Other Investing Capital segment assets to Onex’ total assets.
(7) Investing capital per share is a non-GAAP ratio calculated using methodologies that are not in accordance with IFRS Accounting Standards. The presentation of this ratio does not have a standardized meaning prescribed under IFRS Accounting Standards and therefore may not be comparable to similar ratios presented by other companies. Investing capital per share is calculated as investing capital divided by the number of fully diluted shares outstanding. The percentage changes in investing capital per share exclude the impact of capital deployed in Onex’ asset management segment, where applicable, and dividends paid by Onex. Refer to the glossary in Onex’ Q3 2026 Interim MD&A for further details concerning fully diluted shares.
(8) Includes transactions that have signed and/or closed up to November 12, 2026.
(9) Cash and near-cash is a non-GAAP financial measure calculated using methodologies that are not in accordance with IFRS Accounting Standards. The presentation of this measure does not have a standardized meaning prescribed under IFRS Accounting Standards and therefore might not be comparable to similar financial measures presented by other companies. The most directly comparable financial measure under IFRS Accounting Standards to cash and near-cash is Onex’ consolidated cash and cash equivalents balance, which was $63 million as of September 30, 2026 (December 31, 2025 – $1.3 billion). Refer to the Cash and Near-Cash section of Onex’ Q3 2026 Interim MD&A and the supplementary financial schedules in this press release for further details concerning Onex’ cash and near-cash.

All amounts in U.S. dollars unless otherwise stated

TORONTO, Nov. 13, 2026 (GLOBE NEWSWIRE) — Onex Corporation (TSX: ONEX) today announced its financial results for the third quarter ended September 30, 2026. Onex also released supplemental financial information for Convex Group Limited (“Convex”).

“Onex delivered a solid third quarter with significant achievements across our platforms,” said Bobby Le Blanc, CEO. “Convex has delivered strong results year to date and over the last twelve months, growing premiums written and earned, improving its combined ratio, and increasing net income. Onex Partners recently completed the first close of Onex Partners VI vehicles, exceeding expectations with more than $2 billion in capital commitments. In Credit, we raised or extended $3.5 billion of CLOs and produced quarterly fee-related earnings of $20 million in Structured Credit. Further, we returned capital to shareholders through the repurchase of more than 800,000 shares in the quarter.”  

Financial Results

(Unaudited)($ millions except per share amounts)  Three Months Ended
Nine Months Ended
  Sept. 30,
2026
Sept. 30,
2025
Sept. 30,
2026
Sept. 30,
2025
Net earnings $ 97   $ 39 $ 357 $ 436
Net earnings per diluted share $ 1.28   $ 0.57 $ 4.75 $ 6.25
                 
Net gain (loss) on investment in Convex(1) $ (12 ) $ – $ 308 $ –
Other Investing Capital segment net earnings $ 86   $ 50 $ 29 $ 404
Asset management segment net earnings $ 22   $ 20 $ 23 $ 81
Total segment net earnings(2) $ 96   $ 70 $ 360 $ 485
Asset management fee-related earnings(3) $ 14   $ 11 $ 30 $ 28
Total fee-related earnings(4) $ 6   $ 1 $ 7 $ 1
Distributable earnings(4) $ 89   $ 111 $ 364 $ 170


Convex Results

The fair value of Onex’ investment in Convex was $4.1 billion as of September 30, 2026. The valuation was broadly unchanged versus prior quarter as Convex’ tangible book value remained flat at $3.5 billion. While Convex generated $132 million of net income during the quarter, which would have increased tangible book value, this was offset by unrealized losses on its fixed-income portfolio resulting from higher interest rates. Following Convex’ accounting change in the prior quarter, unrealized gains and losses on its fixed-income portfolio are now recorded in other comprehensive income rather than net income, increasing or decreasing tangible book value accordingly.

On a per share basis, the value of Onex’ investment in Convex increased to C$77.59 from C$76.82 as of June 30, 2026. This was a result of a reduction in Onex’ fully diluted shares outstanding due to share repurchases under the normal course issuer bid.

Since the acquisition closed in February 2026, Convex’ valuation has increased by $323 million, or 8%.

The valuation of Convex is based on an assumed 2.0x price-to-tangible book value multiple, unchanged from the prior quarter, and supported by Convex’ return on equity, earnings growth and continued market share gains. Convex is expected to continue benefiting from higher operating leverage as the business continues to scale, prudent growth in its asset leverage and improved yield on its investment portfolio. At this valuation, the implied price to earnings multiple is 10.6x on an LTM adjusted net income basis and an adjusted return on average tangible equity(5) of 18.5%.

Additional key performance metrics for Convex include the following:

(Unaudited) ($ millions) Three Months Ended
  September 30, 2026 September 30, 2025
Adjusted Net Income (i) $ 132   $ 224  
Net Income $ 132   $ 238  
Gross Premium Written $ 1,396   $ 1,167  
Net Premium Written $ 920   $ 813  
Net Premium Earned $ 980   $ 905  
Loss Ratio   55.2%     47.3%  
Acquisition Ratio   24.2%     19.1%  
Expense Ratio   13.3%     12.9%  
Combined Ratio   92.7%     79.3%  

(i) Convex’ net income is calculated based on generally accepted accounting principles in the United States of America (“US GAAP”). Adjusted net income for the three months ended September 30, 2026 equals net income, as the period followed Convex’ accounting change in May 2026. Prior period adjusted net income is presented as if the change had always applied, excluding $14 million of unrealized mark-to-market gains on Convex’ investment portfolio in 2025. Adjusted net income is a non-GAAP financial measure that does not have standardized meaning prescribed under US GAAP. Therefore, this measure may not be comparable to similar financial measures disclosed by other companies. Refer to the 2026 Year-To-Date Results & Activity section of Onex’ Q3 2026 Interim MD&A and the supplementary financial schedules in this press release for further details concerning Convex’ adjusted net income and other Convex’ performance metrics.

(Unaudited) ($ millions) Twelve Months Ended
  September 30, 2026 September 30, 2025
Adjusted Net Income (i) $ 659   $ 584  
Net Income $ 572   $ 566  
Gross Premium Written $ 6,357   $ 5,882  
Net Premium Written $ 4,106   $ 4,068  
Net Premium Earned $ 3,804   $ 3,560  
Loss Ratio   50.0%     56.0%  
Acquisition Ratio   23.6%     20.9%  
Expense Ratio   13.4%     13.0%  
Combined Ratio   87.0%     89.9%  
         
Adjusted Return on Average Tangible Equity (ROE) (ii)   18.5%     18.0%  

(i) Adjusted net income for the twelve months ended September 30, 2026 excludes $41 million of one-time transaction costs related to Onex’ acquisition of Convex (2025 – nil) and $46 million of unrealized mark-to-market losses (2025 – $18 million) on Convex’ investment portfolio, which were recognized in net income prior to the accounting change.
(ii) Calculated utilizing Adjusted Net Income.

Gross premiums written increased 20% year-over-year in the third quarter of 2026, with growth across both insurance and reinsurance, despite a 4% year-to-date decline in pricing. Net premiums earned increased 8% year-over-year. Strong third quarter gross premium growth is expected to contribute more significantly to net premiums earned in future quarters.

For the twelve months ended September 30, 2026, gross premiums written and net premiums earned increased 8% and 7%, respectively. Adjusted net income increased 13% to $659 million from $584 million in the prior year period, representing a return on equity of 18.5%. This growth was primarily driven by improved underwriting performance, with underwriting profit increasing to $496 million from $357 million. The combined ratio improved 290 basis points year-over-year to 87.0%, including a reduction in the loss ratio to 50.0% from 56.0%.

Additional Recent Highlights

  • Onex had approximately $9.6 billion of investing capital(6) as of September 30, 2026 as compared with $9.5 billion as of June 30, 2026 and $8.7 billion at year-end 2025. Investing capital per fully diluted share(7) was $125.73 (C$178.93) as of September 30, 2026, a year-over-year increase of approximately 7% (9% in Canadian dollars), excluding the dilutive impact of issuing 7.5 million shares to AIG in connection with the acquisition of Convex. Onex’ investing capital comprised $4.1 billion from Convex ($54.52 or C$77.59 per fully diluted share) and $5.4 billion from Other Investing Capital ($71.21 or C$101.34 per fully diluted share).
  • Since the Convex acquisition, Onex has continued to reshape its investing capital in line with its new strategy. On a proforma basis, Private Equity now represents 43%(8) of investing capital, down from 65% at year-end 2025. Onex has also reduced excess cash and repaid a large portion of the NAV loan, enabling more efficient balance sheet utilization.
  • Onex’ private equity investments generated a net fair value gain of $88 million during Q3 2026 (Q3 2025: $21 million). Onex’ credit investments generated a net fair value gain of $2 million during Q3 2026 (Q3 2025: $17 million). Onex’ exposure to direct lending is limited, with less than 1% of its investing capital invested in direct lending strategies.
  • In November, Onex Partners completed the first close of Onex Partners VI vehicles, with more than $2 billion in capital commitments, including Onex’ commitment of up to $300 million. The closing included a 100% participation rate among institutional Onex Partners Opportunities Fund investors, achieved the largest number of institutional investors to ever participate in an Onex Partners first close, and increases the proportion of third-party capital compared to the predecessor flagship fund.
  • During Q3 and early Q4, Onex agreed to sell a portion of its interests in certain Onex Partners funds through several secondary transactions, which are expected to generate approximately $334 million in proceeds to Onex, which represented 92% of June 30, 2026 carrying value. We expect additional proceeds to Onex pending further syndication of the interests, and all proceeds are expected to be received by the end of the first quarter of 2027. These sales also established new fee-generating assets under management for the Onex Partners platform.
  • In October, the ONCAP IV Group agreed to sell a portion of its investment in Walter Surface Technologies to a single-asset continuation fund managed by ONCAP. Onex’ current share of the related realization is approximately $50 million, with additional proceeds to Onex expected pending further syndication. The transaction is expected to close later in 2026.
  • Onex Credit raised or extended eight CLO transactions in Q3 representing $3.5 billion in fee-generating AUM and generated $20 million in fee-related earnings from Structured Credit.
  • Onex repurchased 808,012 Subordinate Voting Shares (SVS) in the third quarter for $64 million (C$89 million) or an average cost per share of $78.82 (C$109.99).
  • Total fee-generating assets under management (“FGAUM”) was approximately $43.7 billion as of September 30, 2026, with Credit and Private Equity FGAUM totaling $31.5 billion and $12.1 billion, respectively.
  • Unrealized carried interest from funds managed by Onex totaled $310 million as of September 30, 2026.
  • Onex’ cash and near-cash(9) balance was $161 million as of September 30, 2026, versus $2.1 billion as of December 31, 2025. The principal balance outstanding on Onex’ senior secured credit facility is $220 million. Onex also has access to $600 million of undrawn capacity under its revolving credit facility.  

Dividend Declaration

The Board of Directors has declared a fourth quarter dividend of C$0.10 per Subordinate Voting Share payable on January 31, 2027, to shareholders of record on January 8, 2027.

Webcast

Onex management will host a webcast to review Onex’ third quarter 2026 results on Friday, November 13, 2026 at 11:00 a.m. ET. The webcast will be available in listen-only mode from the Presentations and Events section of Onex’ website, https://www.onex.com/events-and-presentations. A 90-day on-line replay will be available shortly following the completion of the event.

Additional Information

Enclosed are supplementary financial schedules related to Onex’ consolidated net earnings, investing capital, fee-related earnings, distributable earnings, and cash and near-cash changes for the three and nine months ended September 30, 2026. The financial statements prepared in accordance with IFRS Accounting Standards applicable to interim financial reporting, including Management’s Discussion and Analysis of the results, are posted on Onex’ website, www.onex.com, and are also available on SEDAR+ at www.sedarplus.ca. A supplemental information package with additional information is available on Onex’ website, www.onex.com.

About Onex

Onex invests and manages capital on behalf of its shareholders and clients across the globe. Formed in 1984, we have a long track record of creating value for our clients and shareholders. Our investors include a broad range of global clients, including public and private pension plans, sovereign wealth funds, banks, insurance companies, family offices and high-net-worth individuals. In total, Onex has approximately $56.5 billion in assets under management, of which $9.6 billion is Onex’ own investing capital. With offices in Toronto, New York, New Jersey and London, Onex and its experienced management teams are collectively the largest investors across Onex’ platforms.

Onex is listed on the Toronto Stock Exchange under the symbol ONEX. For more information on Onex, visit its website at www.onex.com. Onex’ security filings can also be accessed at www.sedarplus.ca.

Forward-Looking Statements

This press release may contain, without limitation, statements concerning possible or assumed future operations, performance or results preceded by, followed by or that include words such as “believes”, “expects”, “potential”, “anticipates”, “estimates”, “intends”, “plans” and words of similar connotation, which would constitute forward-looking statements. Forward-looking statements are not guarantees. The reader should not place undue reliance on forward-looking statements and information because they involve significant and diverse risks and uncertainties that may cause actual operations, performance or results to be materially different from those indicated in these forward-looking statements. Except as may be required by Canadian securities law, Onex is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or other factors. These cautionary statements expressly qualify all forward-looking statements in this press release.

Non-GAAP Financial Measures and Ratios

This press release contains non-GAAP financial measures and ratios which have been calculated using methodologies that are not in accordance with IFRS Accounting Standards. The presentation of financial measures and ratios in this manner does not have a standardized meaning prescribed under IFRS Accounting Standards and is therefore unlikely to be comparable to similar financial measures presented by other companies. Onex management believes these financial measures and ratios provide useful information to investors. Reconciliations of the non-GAAP financial measures to information contained in the consolidated financial statements have been presented where practical.

For Further Information:

Josh Wood Zev Korman
Managing Director, Shareholder Relations and Communications Vice President, Shareholder Relations and Communications
Tel: +1 416.362.7711 Tel: +1 416.362.7711


Supplementary Financial Schedules

  Three months ended September 30
  2026(i) 2025(i)
(Unaudited)($ millions except per share amounts) Convex(ii) Other Investing
Capital
Asset
Management
  Total Total
Segment income (loss) $ (12)   $ 86 $ 70   $ 144     123  
Segment expenses   –     –   (48)     (48)     (53)  
Segment net earnings (loss) $ (12)   $ 86 $ 22   $ 96     70  
                   
Stock-based compensation expense               (1)     (25)  
Amortization of property, equipment and intangible assets, excluding right-of-use assets (3)     (4)  
Realized carried interest previously recognized in segment net earnings (loss) 4     –  
Decrease (increase) in unrealized carried interest and performance fees
           included in segment net earnings (loss) – Credit
1     (2)  
Restructuring recovery, net   –     1  
Other   (1)     –  
Earnings before income taxes   96     40  
Recovery of (provision for) income taxes   1     (1)  
Net earnings             $ 97   $ 39  
                   
Net earnings per share                  
Basic             $ 1.28   $ 0.57  
Diluted             $ 1.28   $ 0.57  

(i) Refer to pages 23 and 24 of Onex’ Q3 2026 Interim MD&A for further details concerning the composition of segmented results.

(ii) The Convex segment loss and net loss represent the loss on Onex’ investment in Convex.

  Nine months ended September 30
  2026(i) 2025(i)
(Unaudited)($ millions except per share amounts) Convex(ii) Other Investing
Capital
Asset
Management
  Total Total
Segment income $ 308 $ 29 $ 176   $ 513     645  
Segment expenses   –   –   (153)     (153)     (160)  
Segment net earnings $ 308 $ 29 $ 23   $ 360     485  
                   
Realized carried interest previously recognized in segment net earnings   8     –  
Decrease (increase) in unrealized carried interest and performance fees
           included in segment net earnings – Credit
4     (5)  
Amortization of property, equipment and intangible assets, excluding right-of-use assets (7)     (10)  
Stock-based compensation expense   (1)     (27)  
Restructuring expenses, net   –     (3)  
Other   (6)     (3)  
Earnings before income taxes   358     437  
Provision for income taxes   (1)     (1)  
Net earnings             $ 357   $ 436  
                   
Net earnings per share                  
Basic             $ 4.75   $ 6.26  
Diluted             $ 4.75   $ 6.25  

(i) Refer to pages 23 and 25 of Onex’ Q3 2026 Interim MD&A for further details concerning the composition of segmented results.

(ii) The Convex segment income and net earnings represent the gain on Onex’ investment in Convex and net of $15 million of acquisition-related costs.


Investing Capital

(Unaudited) ($ millions except per share amounts) September 30, 2026 December 31, 2025
Convex $ 4,144   $ –
         
Private Equity          
Onex Partners   3,283     4,450
ONCAP   777     775
Carried Interest   303     387
    4,363     5,612
Private Credit        
Investments   919     938
Carried Interest   7     17
    926     955
Cash and Near-Cash   161     2,060
Other Net Assets   186     35
Debt   (223)     –
Investing Capital $ 9,557   $ 8,662
Investing Capital per fully diluted share (U.S. dollars)(i) $ 125.73   $ 124.70
Investing Capital per fully diluted share (Canadian dollars)(i) $ 178.93   $ 171.15

(i) Fully diluted shares for investing capital per share were approximately 76.0 million as of September 30, 2026.

Investing capital is a non-GAAP financial measure. The tables below provide reconciliations of Onex’ total assets and investing capital, which is determined on the same basis as Onex’ Convex segment assets and Other Investing Capital segment assets as of September 30, 2026 and December 31, 2025.

(Unaudited)($ millions except per share amounts) As of September 30, 2026
  Convex Other Investing
Capital
Asset
Management
  Total
Cash and cash equivalents $ – $ – $ 63(i) $ 63  
Management and advisory fees, recoverable fund expenses and other receivables   –   139(ii)   97   236  
Corporate investments   4,144   5,267(iii)   –   9,411  
Unrealized carried interest – Credit   –   7   –   7  
Other assets   –   –   136   136  
Property and equipment   –   –   27   27  
Intangible assets   –   –   7   7  
Goodwill   –   –   142   142  
Total segment assets $ 4,144 $ 5,413 $ 472 $ 10,029  
                 
Net intercompany loans receivable, comprising part of the fair value of Investment Holding Companies   736  
Unrealized carried interest included in segment assets – Credit (7)  
Total assets             $ 10,758  
Investing capital per fully diluted share (U.S. dollars)     $ 125.73  
Investing capital per fully diluted share (Canadian dollars)       $ 178.93  

(i) Cash and cash equivalents allocated to the Asset Management segment relate to accrued employee incentive compensation and unhedged PSUs outstanding.

(ii) Includes management fees and recoverable fund expenses receivable from certain funds which Onex has elected to defer cash from. The September 30, 2026 balance was also reduced for amounts allocated to the Asset Management segment related to accrued employee incentive compensation and unhedged PSUs outstanding, which totalled $19 million.

(iii) The corporate investments of the Other Investing Capital segment are presented net of amounts drawn under the senior credit facility.

(Unaudited)($ millions except per share amounts) As of December 31, 2025
  Convex Other Investing
Capital
Asset
Management
  Total
Cash and cash equivalents $ – $ 1,232 $ 97(i) $ 1,329  
Management and advisory fees, recoverable fund expenses and other receivables   –   423(ii)   78   501  
Corporate investments   –   6,990   –   6,990  
Unrealized carried interest – Credit   –   17   –   17  
Other assets   –   –   152   152  
Property and equipment   –   –   38   38  
Intangible assets   –   –   8   8  
Goodwill   –   –   142   142  
Total segment assets $ – $ 8,662 $ 515 $ 9,177  
                 
Net intercompany loans receivable, comprising part of the fair value of Investment Holding Companies   2,342  
Unrealized carried interest included in segment assets – Credit (17)  
Total assets             $ 11,502  
Investing capital per fully diluted share (U.S. dollars)     $ 124.70  
Investing capital per fully diluted share (Canadian dollars)       $ 171.15  

(i) Cash and cash equivalents allocated to the Asset Management segment relate to accrued employee incentive compensation and unhedged PSUs outstanding.

(ii) Includes management fees and recoverable fund expenses receivable from certain funds which Onex has elected to defer cash from.

Convex Valuation

(Unaudited) ($ millions) September 30, 2026
Tangible book value(i) of Convex $3,504  
Applied multiple 2.00x  
Gross fair value of Convex $7,008  
Convex management incentive programs(ii) $(380)  
Net fair value of Convex $6,628  
Onex ownership percentage in Convex   62.53%  
Total fair value of Onex’ investment in Convex $ 4,144  

(i) Tangible book value represents the total shareholders’ equity balance for Convex, calculated using generally accepted accounting principles in the United States of America, excluding preferred shares and adjusted to remove the impact from deferred tax assets.

(ii) Under the management incentive programs at Convex, the Convex management team is entitled to approximately 9% of the net equity fair value gain in Convex, subject to minimum internal rate of return hurdles being achieved.

Convex Adjusted Net Income and Return on Equity

In May 2026, Convex completed the transition of its fixed-income investment portfolio to an available-for-sale accounting classification. Unrealized gains and losses on the portfolio are now recorded in other comprehensive income rather than net income. Adjusted net income is a non-GAAP financial measure and adjusted return on equity is a non-GAAP financial ratio. The tables below provide a reconciliation of Convex’ net income to adjusted net income, with prior periods presented as if available-for-sale (“AFS”) accounting had applied throughout.

  Three Months Ended Twelve Months Ended
(Unaudited)($ millions) September 30,
2026
September 30,
2025
September 30,
2026
September 30,
2025
Net Income(i) $ 132 $ 238   $ 572   $ 566  
Acquisition Related Costs(ii)   –   –     41     –  
Reversal of Unrealized Losses / (Gains) on AFS Investments, After Tax   –   (14)     46     18  
Adjusted Net Income (iii) $ 132 $ 224   $ 659   $ 584  
                 
Return on Average Tangible Equity   n/a   n/a   17.2%     17.4%  
Adjusted Return on
Average Tangible Equity (ROE) (iv)
  n/a   n/a   18.5%     18.0%  
Change (basis points)   n/a   n/a   130     60  
                 

(i) Convex’ net income is calculated based on US GAAP.

(ii) During the twelve months ended September 30, 2026, Convex incurred $41 million of one-time transaction costs related to Onex’ acquisition of the Company.

(iii) Adjusted net income excludes unrealized gains and losses on Convex’ investment portfolio, after tax, which were recognized in net income prior to Convex’ transition to AFS accounting in May 2026. Prior periods are presented as if AFS accounting had applied throughout.

(iv) Calculated utilizing Adjusted Net Income.

Fee-Related Earnings and Distributable Earnings

(Unaudited)($ millions) Three Months Ended
September 30, 2026
Three Months Ended
September 30, 2025
Private Equity
           
Management and advisory fees $ 21   $ 20  
Total fee-related revenues from Private Equity $ 21   $ 20  
Compensation expense   (16)     (12)  
Support and other net expenses   (8)     (9)  
Net contribution $ (3)   $ (1)  
         
Structured Credit        
Management and advisory fees $ 31   $ 29  
Performance fees   (1)     1  
Total fee-related revenues from Structured Credit $ 30   $ 30  
Compensation expense   (7)     (8)  
Support and other net expenses   (3)     (5)  
Net contribution $ 20   $ 17  
         
Other Credit        
Management and advisory fees $ 2   $ 3  
Performance fees   –     1  
Other income   1     –  
Total fee-related revenues from Other Credit $ 3   $ 4  
Compensation expense   (3)     (4)  
Support and other net expenses   (3)     (5)  
Net contribution $ (3)   $ (5)  
         
Asset management fee-related earnings $ 14   $ 11  
         
Public Company and Onex Capital Investing        
Compensation expense $ (4)   $ (6)  
Other net expenses   (4)     (4)  
Total expenses $ (8)   $ (10)  
         
Total fee-related earnings $ 6   $ 1  
         
Realized carried interest(i) $ 13   $ 7  
Realized net gain on corporate investments and interest income   70     103  
Total distributable earnings $ 89   $ 111  

(i) Includes carried interest Onex is entitled to from the Falcon Funds.

(Unaudited)($ millions) Nine Months Ended
September 30, 2026
Nine Months Ended
September 30, 2025
Private Equity
           
Management and advisory fees $ 62   $ 70  
Total fee-related revenues from Private Equity $ 62   $ 70  
Compensation expense   (49)     (45)  
Support and other net expenses   (25)     (26)  
Net contribution $ (12)   $ (1)  
         
Structured Credit        
Management and advisory fees $ 91   $ 76  
Performance fees   (1)     2  
Total fee-related revenues from Structured Credit $ 90   $ 78  
Compensation expense   (23)     (22)  
Support and other net expenses   (13)     (12)  
Net contribution $ 54   $ 44  
         
Other Credit        
Management and advisory fees $ 7   $ 10  
Performance fees   –     2  
Other income   1     1  
Total fee-related revenues from Other Credit $ 8   $ 13  
Compensation expense   (9)     (11)  
Support and other net expenses   (11)     (17)  
Net contribution $ (12)   $ (15)  
         
Asset management fee-related earnings $ 30   $ 28  
         
Public Company and Onex Capital Investing        
Compensation expense $ (13)   $ (15)  
Other net expenses   (10)     (12)  
Total expenses $ (23)   $ (27)  
         
Total fee-related earnings $ 7   $ 1  
         
Realized carried interest(i) $ 114   $ 12  
Realized net gain on corporate investments and interest income   243     157  
Total distributable earnings $ 364   $ 170  

(i) Includes carried interest Onex is entitled to from the Falcon Funds.

Fee-related earnings and distributable earnings are non-GAAP financial measures. The tables below provide a reconciliation of Onex’ net earnings to fee-related earnings and distributable earnings during the three months and nine months ended September 30, 2026 and 2025.

(Unaudited)($ millions) Three Months Ended
September 30, 2026

Three Months Ended
September 30, 2025
Net earnings $ 97   $ 39  
Provision for (recovery of) income taxes   (1)     1  
Earnings before income taxes $ 96   $ 40  
Stock-based compensation expense   1     25  
Amortization of property, equipment and intangible assets, excluding right-of-use assets   3     4  
Realized carried interest previously recognized in segment net earnings   (4)     –  
Restructuring recovery, net   –     (1)  
Increase (decrease) in unrealized carried interest and performance fees included in segment
      net earnings – Credit
(1)     2  
Other   1     –  
Total segment net earnings $ 96   $ 70  
Convex segment net loss   12     –  
Other Investing Capital segment net earnings   (86)     (50)  
Net gain from carried interest(i)   (16)     (19)  
Total fee-related earnings $ 6   $ 1  
Realized carried interest(i)   13     7  
Realized net gain on corporate investments and interest income   70     103  
Total distributable earnings $ 89   $ 111  
(i) Includes carried interest Onex is entitled to from the Falcon Funds.

(Unaudited)($ millions) Nine Months Ended
September 30, 2026

Nine Months Ended
September 30, 2025
Net earnings $ 357   $ 436  
Provision for income taxes   1     1  
Earnings before income taxes $ 358   $ 437  
Amortization of property, equipment and intangible assets, excluding right-of-use assets   7     10  
Realized carried interest previously recognized in segment net earnings (8)     –  
Increase (decrease) in unrealized carried interest and performance fees included in segment
      net earnings – Credit
(4)     5  
Stock-based compensation expense   1     27  
Restructuring expenses, net   –     3  
Other   6     3  
Total segment net earnings $ 360   $ 485  
Convex segment net earnings   (308)     –  
Other Investing Capital segment net earnings   (29)     (404)  
Net gain from carried interest(i)   (16)     (80)  
Total fee-related earnings $ 7   $ 1  
Realized carried interest(i)   114     12  
Realized net gain on corporate investments and interest income   243     157  
Total distributable earnings $ 364   $ 170  
(i) Includes carried interest Onex is entitled to from the Falcon Funds.


Cash and Near-Cash

The table below provides a breakdown of cash and near-cash at Onex as of September 30, 2026 and December 31, 2025.

(Unaudited)($ millions) September 30, 2026 December 31, 2025
Management fees and recoverable fund expenses receivable(i) $ 139 $ 423
Cash and cash equivalents within Investment Holding Companies(ii)   19   360
Cash and cash equivalents – Other Investing Capital segment(iii)   –   1,232
Subscription financing and other short-term receivables(iv)   3   45
Total cash and near-cash $ 161 $ 2,060
Cash available from revolving credit facility(v)   600   –
Total available liquidity $ 761 $ 2,060

(i) Includes management fees and recoverable fund expenses receivable from certain funds which Onex has elected to defer cash receipt from. The September 30, 2026 balance was also reduced for amounts allocated to the asset management segment related to accrued employee incentive compensation and unhedged PSUs outstanding, which totalled $19 million.

(ii) Cash and cash equivalents are reduced by Onex’ share of uncalled expenses payable by the Investment Holding Companies of $27 million (December 31, 2025 – $22 million) and $1 million payable by the Investment Holding Companies for Onex’ management incentive programs related to a private equity realization (December 31, 2025 – $18 million related to private equity realizations).

(iii) Excludes cash and cash equivalents allocated to the Asset Management segment related to accrued incentive compensation and unhedged PSUs outstanding ($63 million (December 31, 2025 – $97 million)).

(iv) The September 30, 2026 balance consists of receivables for recoverable fund expenses paid for ONCAP V. The December 31, 2025 balance consists of receivables for recoverable fund expenses paid for ONCAP V and a receivable from the Onex Senior Credit Fund I, and subscription financing receivable, including interest receivable, attributable to third-party investors in certain Credit Funds.

(v) The amount of cash available to be drawn from the revolving credit facility is subject to limits based on the current loan-to-value percentage.

The table below provides a reconciliation of the change in cash and near-cash from December 31, 2025 to September 30, 2026.

(Unaudited)($ millions)    
Cash and near-cash as of December 31, 2025 $ 2,060  
Convex direct investment   (3,821)  
Private equity realizations and distributions   1,399  
Private equity investments   (182)  
Net credit strategies investments activity   (11)  
Issuance of SVS   642  
Repurchase of SVS   (60)  
Net amounts drawn on the senior secured credit facility   220  
Interest income(i)   11  
Financing fees and interest paid for the senior secured credit facility (35)  
Net stock-based compensation paid (16)  
Cash dividends paid (16)  
Net other(ii)   (30)  
Cash and near-cash as of September 30, 2026 $ 161  

(i) Includes $3 million of interest income generated by the Investment Holding Companies.

(ii) Includes cash flows from asset management activities, operating costs, changes in working capital and acquisition costs related to the investment in Convex.


(1) During the three and nine months ended September 30, 2026, Onex recognized an unrealized loss of $12 million and an unrealized gain of $323 million, respectively, on its investment in Convex. During the nine months ended September 30, 2026, Onex also incurred $15 million of acquisition-related costs for Convex. The net gain (loss) on Onex’ investment in Convex forms part of Onex’ segmented results. 
(2) Refer to pages 23, 24, and 25 of Onex’ Q3 2026 Interim MD&A for further details concerning the composition of segment net earnings. A reconciliation of total segment net earnings to net earnings is provided in the supplementary financial schedules in this press release.
(3) Asset management fee-related earnings exclude Onex’ public company expenses and other expenses associated with managing Onex’ investing capital and is a component of total fee-related earnings.
(4) Total fee-related earnings and distributable earnings are non-GAAP financial measures that do not have standardized meaning prescribed under International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). Therefore, they may not be comparable to similar financial measures disclosed by other companies. The most directly comparable financial measure under IFRS Accounting Standards to fee-related earnings and distributable earnings is Onex’ net earnings. Refer to the 2026 Year-To-Date Results & Activity section of Onex’ Q3 2026 Interim MD&A and the supplementary financial schedules in this press release for further details concerning fee-related earnings and distributable earnings.
(5) The adjusted return of average tangible equity is a non-GAAP ratio calculated using methodologies that are not in accordance with US GAAP. The presentation of this ratio does not have a standardized meaning prescribed under US GAAP and therefore may not be comparable to similar ratios presented by other companies. Onex management believes that the adjusted return on average tangible equity provides useful information on Convex’ financial performance. The adjusted return on average tangible equity is calculated as adjusted net income divided by average tangible equity.
(6) Investing capital is a non-GAAP financial measure that does not have a standardized meaning prescribed under IFRS Accounting Standards. Therefore, it may not be comparable to similar financial measures disclosed by other companies. The most directly comparable financial measure under IFRS Accounting Standards to investing capital is total assets. As of September 30, 2026, Onex’ consolidated assets were $10.8 billion (December 31, 2025 – $11.5 billion). Refer to the supplementary financial schedules in this press release for further details concerning investing capital, including a reconciliation of the Convex and Other Investing Capital segment assets to Onex’ total assets.
(7) Investing capital per share is a non-GAAP ratio calculated using methodologies that are not in accordance with IFRS Accounting Standards. The presentation of this ratio does not have a standardized meaning prescribed under IFRS Accounting Standards and therefore may not be comparable to similar ratios presented by other companies. Investing capital per share is calculated as investing capital divided by the number of fully diluted shares outstanding. The percentage changes in investing capital per share exclude the impact of capital deployed in Onex’ asset management segment, where applicable, and dividends paid by Onex. Refer to the glossary in Onex’ Q3 2026 Interim MD&A for further details concerning fully diluted shares.
(8) Includes transactions that have signed and/or closed up to November 12, 2026.
(9) Cash and near-cash is a non-GAAP financial measure calculated using methodologies that are not in accordance with IFRS Accounting Standards. The presentation of this measure does not have a standardized meaning prescribed under IFRS Accounting Standards and therefore might not be comparable to similar financial measures presented by other companies. The most directly comparable financial measure under IFRS Accounting Standards to cash and near-cash is Onex’ consolidated cash and cash equivalents balance, which was $63 million as of September 30, 2026 (December 31, 2025 – $1.3 billion). Refer to the Cash and Near-Cash section of Onex’ Q3 2026 Interim MD&A and the supplementary financial schedules in this press release for further details concerning Onex’ cash and near-cash.

Secured debt reduced 94% and annual secured interest cut to approximately $138,000, with no Bitcoin pledged; mining margin improved to 50.7% from 29.0% in Q2 2026

Net income of $0.4 million, or $0.20 per share, on fair value gains as Bitcoin rose approximately 43% during the quarter

TAMPA, Fla., Nov. 13, 2026 (GLOBE NEWSWIRE) — PowerCompute, Inc. (Nasdaq: PWCM) (“PowerCompute” or the “Company”), formerly LM Funding America, Inc., a Bitcoin mining and power-infrastructure company, today reported results for the three and nine months ended September 30, 2026. The Company mined 23.9 Bitcoin in the third quarter of 2026 (“Q3 2026”), up 35.8% compared against the third quarter of 2025 (“Q3 2025”), and mining margin improved to 50.7% compared against 29.0% in the second quarter of 2026 (“Q2 2026”). Because the average value of each Bitcoin mined was 37.5% lower than in Q3 2025, revenue was $1.9 million, compared with $2.2 million in Q3 2025.

On September 24, 2026, the Company repaid and terminated its Bitcoin-backed credit facility, reducing secured debt from approximately $19.4 million at June 30, 2026 to $1.25 million, with no Bitcoin pledged. In November 2026, the Company paid approximately $1.0 million in cash for 600 Bitmain Antminer S21++ miners which is anticipated to be in service by mid-December 2026. The Company anticipates this purchase to increase its active Bitcoin mining hashrate by approximately 80 to 85 PH/s, or about 10%.

Q3’26 Financial Results

  • Revenue: $1.9 million for Q3 2026, compared with $2.1 million in Q2 2026 and $2.2 million for Q3 2025. More miners actively mining raised production 35.8% to 23.9 Bitcoin, while the average value of each Bitcoin mined fell to approximately $71,400 from approximately $114,200.
  • Mining margin: 50.7% in Q3 2026, compared with 29.0% in Q2 2026 and 49.0% in Q3 2025. Energy cost to mine one Bitcoin, net of curtailment and energy sales, was approximately $35,000, compared with approximately $58,000 in Q3 2025, and blended net power cost was approximately 2.4 cents per kilowatt-hour in Q3 2026. Curtailment and energy sales generated approximately $304,000 in Q3 2026, compared with approximately $152,000 in Q3 2025, primarily from summer heat-related curtailment at the Oklahoma site. Mining margin is digital mining revenue less digital mining cost of revenue, net of curtailment and energy sales.
  • Operating costs: Total operating costs and expenses were approximately $2.8 million in Q3 2026, compared with $5.7 million in Q3 2025, primarily reflecting a $1.5 million decrease in staff costs and a $1.2 million decrease in depreciation and amortization. Operating loss narrowed to approximately $0.9 million from $3.5 million.
  • Arch facility items: Q3 2026 results include a $6.7 million gain on the fair value of Digital Assets Receivable for Bitcoins held under the Company’s Arch loan, a $4.4 million loss on the related loan derivative and $1.0 million of interest expense, of which approximately $0.7 million was non-cash and related to the derivative. With the facility repaid on September 24, 2026, annual interest expense on the Company’s remaining secured debt is approximately $138,000.
  • Net income attributable to common shareholders: approximately $0.4 million, or $0.20 per basic and diluted share, compared with a net loss of $4.1 million in Q3 2025. As the Bitcoin price rose from approximately $58,400 at June 30 to approximately $83,800 at September 30, 2026, the Company recorded the $6.7 million fair value gain for Digital Assets Receivable, partially offset by the $4.4 million loan derivative loss. Core EBITDA was approximately $2.3 million in Q3 2026, compared with Core EBITDA losses of $1.4 million in Q3 2025 and $2.8 million in Q2 2026.
  • Balance sheet: Total liquidity was approximately $6.0 million at September 30, 2026, comprising 63.8 Bitcoin valued at approximately $5.3 million (at approximately $83,800 per Bitcoin), cash of approximately $0.7 million and marketable securities. Total liabilities were approximately $3.7 million, compared with $21.6 million at June 30, 2026. At October 31, 2026, the Company held 65.7 Bitcoin, valued at approximately $5.1 million based on a Bitcoin price of approximately $77,000, or approximately $2.00 of Bitcoin per share of common stock outstanding.

Q3’26 and Recent Operational Highlights

  • Debt: Approximately 39.6 Bitcoin, valued at approximately $3.3 million, were returned to the Company when the Arch facility was repaid. The Company’s only remaining secured debt is a $1.25 million note with Brown Family Enterprises, LLC, whose maturity was extended on November 2, 2026, effective October 31, 2026, to December 31, 2027.
  • S21++ purchase: In November 2026, purchased 600 Bitmain Antminer S21++ miners for approximately $1.0 million, paid in full in cash. Delivery is expected in late November, with deployment by mid-December 2026 at the Columbus, Mississippi site, where the new miners will replace approximately 500 S19 and 100 S19j Pro units in existing slots without additional power capacity. At an expected average 228 TH/s per miner, the new units are expected to produce approximately 137 PH/s in place of approximately 52 PH/s, a net increase of approximately 80 to 85 PH/s, or about 10% of our total active hashrate, which would bring active hashrate to approximately 880 PH/s from its October 31, 2026 level. At constant network difficulty and Bitcoin price, about 10% more hashrate would mean about 10% more Bitcoin mined. This estimate replaces the approximately 964 PH/s projection in the Company’s September 30, 2026 release, which included an approximately 3.5 megawatt expansion in Mississippi that is not included in the current estimate.
  • Fleet refresh: Installed approximately 900 Bitmain Antminer S19j XP miners in Oklahoma by September 30, 2026, and moved the displaced S19j Pro units to Mississippi to replace older S19 units. Each swap replaces a machine producing approximately 95 TH/s with one averaging approximately 132 TH/s, about 39% more. Active hashrate declined to approximately 718 PH/s at September 30, 2026 from approximately 771 PH/s at June 30, 2026, primarily from degradation of older miners, then reached approximately 800 PH/s at October 31, 2026, up 11.4%, without adding power capacity.
  • HPC: Operating a professional-grade graphics processing unit (“GPU”) at the Oklahoma site that has Verified status on the Vast.ai compute marketplace, which allows the Company to evaluate HPC and AI workloads on power the Company already owns.
  • Columbus power: Secured 11 megawatts at the Columbus, Mississippi site under the Tennessee Valley Authority’s (“TVA”) new data center rate without the capacity commitment charge of approximately $1.5 million per megawatt, above the first five megawatts, that TVA now imposes on new data center load, a charge that would total approximately $9 million for 11 megawatts. The Company moved the site to Columbus Light and Water’s Large Data Service Rate (Schedule DCB) effective October 1, 2026, before the new rate took effect, increased contracted demand from 8.5 to 11 megawatts and made no capital contribution to the utility.

Management Commentary

“We own 26 megawatts of interconnected power, and our job is to earn the best return we can on every one of them,” said Bruce M. Rodgers, Chairman, Chief Executive Officer and President of PowerCompute. “This quarter we repaid our Bitcoin-backed debt, and we now use Bitcoin as working capital rather than collateral. This month we paid cash for 600 new miners that go into slots we already have and should add about 10% to our hashrate by mid-December. We keep replacing older machines with ones that produce more hashrate on the same power, and this summer we sold power back to the grid when that paid more than mining with it. Our GPU work in Oklahoma is early, but it is teaching us what it takes to run HPC on power we already own.”

“Revenue fell because each Bitcoin we mined was worth less on average, not because we mined less,” said Richard Russell, Chief Financial Officer of PowerCompute. “This quarter’s net income primarily came from lower operating costs and fair value gains as Bitcoin rose, on Bitcoin held as working capital and Bitcoin held under the settled Arch facility. What continues is the lower cost of debt: interest on our remaining secured debt now runs about $138,000 a year, and that note matures December 31, 2027.”

Investor Conference Call

PowerCompute will host a conference call today, Friday, November 13, 2026 at 8:30 AM EST, to discuss these results. A question-and-answer session will follow management’s presentation.

Conference Call Details:

  • Date: Friday, November 13, 2026
  • Time: 8:30 AM EST
  • Participant Call Links:
    • Live Webcast: Link
    • Participant Call Registration: Link

About PowerCompute

PowerCompute, Inc. (Nasdaq: PWCM), formerly LM Funding America, Inc., is an owner and operator of electrical infrastructure that converts electricity into Bitcoin and high-performance computing and artificial intelligence capacity. Founded in 2008 and headquartered in Tampa, Florida, the Company operates 26 megawatts of interconnected electrical infrastructure across Bitcoin data center facilities in Oklahoma and Mississippi.

The Company also operates a technology-enabled specialty finance business providing funding to nonprofit community associations primarily in Florida. For more information, please visit https://www.power-compute.com.

Forward-Looking Statements

This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties.

Some of these risks and uncertainties are identified in the Company’s most recent Annual Report on Form 10-K and its other filings with the SEC, which are available at www.sec.gov. These risks and uncertainties include, without limitation, the Company’s ability to maintain compliance with the continued listing requirements of The Nasdaq Stock Market, including the minimum bid price requirement and the minimum Market Value of Listed Securities requirement if the stayed rule retakes effect; the availability, cost and timely delivery and installation of mining equipment and related infrastructure, including the effect of tariffs on imported equipment; the Company’s ability to increase active mining hash rate or realize anticipated improvements in fleet efficiency; the Company’s ability to energize remaining power capacity on anticipated timelines or at anticipated cost; the Company’s ability to repay or refinance its remaining indebtedness at or before maturity; the Company’s liquidity and the substantial doubt about its ability to continue as a going concern described in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026; the Company’s ability to obtain additional financing on acceptable terms and the dilution that any equity financing may cause; changes in Bitcoin prices, Bitcoin network difficulty and total network hash rate; the availability and pricing of energy sales and curtailment revenue; the Company’s ability to convert owned power capacity to HPC and AI use on anticipated timelines or at anticipated cost; the Company’s ability to acquire additional electrical capacity on acceptable terms; the Company’s ability to secure customers for HPC and AI capacity; changes in TVA or Columbus Light and Water rate schedules, tariffs or rate classifications, including the application, amount or timing of any capacity commitment charge, and the Company’s ability to maintain its current rate classification at the Columbus site; the anticipated reduction in interest and collar-related expense following repayment of the Company’s Bitcoin-backed credit facility; the availability and cost of GPU and related infrastructure equipment; competition in the HPC and AI compute market; and other risks associated with the Company’s Bitcoin mining, HPC, AI and specialty finance businesses.

The occurrence of any of these risks and uncertainties could have a material adverse effect on the Company’s business, financial condition and results of operations. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update such statements except as required by applicable law.

Investor and Media Contact
KCSA Strategic Communications
Philip Carlson
pwcm@kcsa.com
212-896-1233

Non-GAAP Financial Measures

Our reported results are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). We also disclose Earnings before Interest, Tax, Depreciation and Amortization (“EBITDA”) and Core Earnings before Interest, Tax, Depreciation and Amortization (“Core EBITDA”), which adjusts for unrealized loss (gain) on investment and equity securities, loss (gain) on disposal of mining equipment, loss on impairment of prepaid mining machine deposits, and stock compensation expense and option expense, all of which are non-GAAP financial measures. We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of Bitcoin miners. Non-GAAP measures should not be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of net income (loss), the most directly comparable GAAP measure, to EBITDA and Core EBITDA is included in the tables below.

 
PowerCompute, Inc. and Subsidiaries Consolidated Statements of Operations (unaudited)
 
    Three Months ended
September 30,
  Nine Months ended
September 30,
      2026       2025       2026       2025  
Revenues:                
Digital mining revenues   $ 1,705,572     $ 2,010,404     $ 5,691,972     $ 6,090,708  
Specialty finance revenue     94,825       141,634       290,253       303,968  
Rental revenue     88,375       26,265       132,098       83,288  
Total revenues     1,888,772       2,178,303       6,114,323       6,477,964  
Operating costs and expenses:                
Digital mining cost of revenues (exclusive of depreciation and amortization shown below)     1,144,403       1,177,184       4,584,020       4,013,878  
Curtailment and energy sales     (304,301 )     (151,887 )     (816,967 )     (524,842 )
Staff costs and payroll     1,022,566       2,537,105       3,453,665       4,675,209  
Depreciation and amortization     777,661       1,972,133       2,447,631       6,049,054  
Loss (gain) on fair value of Bitcoin, net     (1,045,781 )     (1,032,374 )     4,057,244       (2,983,537 )
Professional fees     525,295       443,335       1,321,378       1,116,649  
Selling, general and administrative     331,880       448,487       1,053,625       1,133,871  
Real estate management and disposal     30,869       14,687       64,252       73,421  
Collection costs     9,301       1,702       34,485       27,643  
Settlement costs with associations     –       –       –       3,693  
Loss (gain) on disposal of assets     –       –       (2,739 )     286,359  
Other operating costs     307,760       284,929       1,115,978       799,889  
Total operating costs and expenses     2,799,653       5,695,301       17,312,572       14,671,287  
Operating loss     (910,881 )     (3,516,998 )     (11,198,249 )     (8,193,323 )
Unrealized gain (loss) on marketable securities     8,020       10,400       13,750       (3,420 )
Unrealized gain (loss) on investment and equity securities     2,794       16,422       15,707       (140,452 )
Impairment loss on prepaid mining machine deposit     –       –       (17,193 )     –  
Loss on loan derivative     (4,382,238 )     –       (2,690,205 )     –  
Loss on fair value of purchased Bitcoin, net     –       –       –       (52,704 )
Gain on fair value of digital assets receivable     6,681,408       –       1,802,195       –  
Change in credit loss reserve on digital assets receivable     –       –       9,187       –  
Interest expense     (1,011,929 )     (235,282 )     (2,244,187 )     (683,734 )
Interest income     555       916       15,619       2,592  
Income (loss) before income taxes     387,729       (3,724,542 )     (14,293,376 )     (9,071,041 )
Income tax expense     –       –       –       –  
Net income (loss)   $ 387,729     $ (3,724,542 )   $ (14,293,376 )   $ (9,071,041 )
Less: loss (gain) attributable to non-controlling interest     (805 )     (4,903 )     (3,224 )     43,476  
Net income (loss) attributable to PowerCompute, Inc.   $ 386,924     $ (3,729,445 )   $ (14,296,600 )   $ (9,027,565 )
Less: deemed dividends (Note 6)     (13,196 )     (347,782 )     (53,219 )     (347,782 )
Net income (loss) attributable to common shareholders   $ 373,728     $ (4,077,227 )   $ (14,349,819 )   $ (9,375,347 )
                 
Basic income (loss) per common share (Note 1)   $ 0.20     $ (10.21 )   $ (11.98 )   $ (34.63 )
Diluted income (loss) per common share (Note 1)   $ 0.20     $ (10.21 )   $ (11.98 )   $ (34.63 )
                 
Weighted average number of common shares outstanding                
Basic     1,848,219       399,457       1,197,461       270,754  
Diluted     1,861,381       399,457       1,197,461       270,754  

         
PowerCompute, Inc. and Subsidiaries Consolidated Balance Sheets
         
    September 30,   December 31,
    2026
  2025
    (unaudited)        
Assets        
Cash   $ 652,628     $ 1,424,426  
Marketable securities     51,130       37,380  
Prepaid expenses and other assets     1,062,607       1,198,486  
Finance receivables     –       17,533  
Digital assets – current (Note 2)     5,349,553       2,563,474  
Digital assets – collateral (Note 2)     –       5,500,000  
Digital assets receivable, net (Note 2)     –       12,678,014  
Galaxy loan derivative asset (Note 4)     –       47,673  
Due from related parties (Note 7)     5,504       –  
Income tax receivable     –       31,187  
Current assets     7,121,422       23,498,173  
         
Fixed assets, net (Note 3)     8,105,600       9,917,350  
Intangible assets, net (Note 3)     6,130,406       6,327,769  
Deposits on mining equipment     192,998       1,597  
Investment in Seastar Medical Holding Corporation     40,780       25,073  
Digital assets – long-term (Note 2)     –       8,233,035  
Digital assets – collateral (Note 2)     –       2,200,000  
Right of use assets (Note 5)     576,360       728,995  
Other assets     326,543       384,234  
Long-term assets     15,372,687       27,818,053  
Total assets   $ 22,494,109     $ 51,316,226  
         
Liabilities and stockholders’ equity        
Accounts payable and accrued expenses     1,579,477       1,745,875  
Note payable – short-term (Note 4)     212,027       7,006,912  
Master digital currency loan (Note 4)     –       10,920,838  
Due to related parties (Note 7)     –       48,319  
Current portion of lease liability (Note 5)     297,638       194,618  
Total current liabilities     2,089,142       19,916,562  
         
Note payable – long-term (Note 4)     1,250,000       1,932,502  
Lease liability – net of current portion (Note 5)     326,785       590,368  
Long-term liabilities     1,576,785       2,522,870  
Total liabilities     3,665,927       22,439,432  
         
Stockholders’ equity (Note 6)        
Preferred stock, par value $.001; 150,000,000 shares authorized; no shares issued and outstanding as of September 30, 2026 and December 31, 2025     –       –  
Common stock, par value $.001; 350,000,000 shares authorized; 2,535,061 and 564,940 shares issued and outstanding as of September 30, 2026 and December 31, 2025     2,535       565  
Additional paid-in capital     127,442,742       123,199,948  
Accumulated deficit     (106,879,528 )     (92,582,928 )
Total PowerCompute stockholders’ equity     20,565,749       30,617,585  
Non-controlling interest     (1,737,567 )     (1,740,791 )
Total stockholders’ equity     18,828,182       28,876,794  
Total liabilities and stockholders’ equity   $ 22,494,109     $ 51,316,226  

 
PowerCompute, Inc. and Subsidiaries Consolidated Statements of Cash Flows
 
    Nine Months ended
September 30,
      2026       2025  
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss   $ (14,293,376 )   $ (9,071,041 )
Adjustments to reconcile net loss to net cash used in operating activities        
Depreciation and amortization     2,447,631       6,049,054  
Noncash lease expense     173,352       152,723  
Amortization of debt issue costs and debt discount     1,899,325       66,994  
Stock option expense     695,453       259,384  
Accrued interest expense on finance lease     32,051       42,875  
Loss (gain) on fair value of Bitcoin, net     4,057,244       (2,930,833 )
Gain on fair value of digital assets receivable     (1,802,195 )     –  
Impairment loss on mining machine deposit     17,193       –  
Unrealized loss (gain) on marketable securities     (13,750 )     3,420  
Loss on Galaxy loan derivative     2,170,605       –  
Change in credit loss reserve on digital assets receivable     (9,187 )     –  
Unrealized loss (gain) on investment and equity securities     (15,707 )     140,452  
Loss (gain) on disposal of fixed assets     (2,739 )     286,359  
Interest settled through sale of collateral Bitcoin     118,583       –  
Interest capitalized into loan principal     58,287       –  
Write-off of income tax receivable     31,187       –  
Change in operating assets and liabilities:        
Prepaid expenses and other assets     596,753       391,857  
Due to related party     (53,823 )     43,393  
Accounts payable and accrued expenses     (114,562 )     2,081,605  
Mining of digital assets     (5,691,972 )     (6,090,708 )
Lease liability payments     (213,331 )     (194,322 )
Net cash used in operating activities     (9,912,978 )     (8,768,788 )
CASH FLOWS FROM INVESTING ACTIVITIES:        
Net collections (investment) of finance receivables – original product     11,604       (3,145 )
Net collections (investment) in finance receivables – special product     5,929       (3,952 )
Capital expenditures     (641,371 )     (635,691 )
Acquisition of hosting site     –       (4,230,368 )
Collection of note receivable     –       200,000  
Proceeds from sale of fixed assets     14,191       953,153  
Investment in digital assets         (18,673,167 )
Investment in digital assets – Tether     (5,297 )     (29,572 )
Proceeds from sale of Bitcoin     7,279,498       6,984,091  
Proceeds from the sale of Tether     3,173       29,460  
Change in deposits for mining equipment     –       (1,004,326 )
Distribution to members     –       (1,015 )
Net cash provided by (used in) investing activities     6,667,727       (16,414,532 )
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from borrowings, net of issuance costs     –       1,240,195  
Settlement of Galaxy loan collar derivative     (61,000 )     –  
Insurance financing repayments     (626,604 )     (588,123 )
Debt repayments     (250,000 )     –  
Proceeds from warrant exercise, net of issuance costs     5,471       95,999  
Proceeds from the issuance of common stock, net of issuance costs     3,405,586       21,348,668  
Issuance costs     –       –  
Net cash provided by financing activities     2,473,453       22,096,739  
NET DECREASE IN CASH     (771,798 )     (3,086,581 )
CASH – BEGINNING OF PERIOD     1,424,426       3,378,152  
CASH – END OF PERIOD   $ 652,628     $ 291,571  


                   
PowerCompute, Inc. Non-GAAP Financials
                   
    Three Months ended
September 30,
    Nine Months ended
September 30,
      2026       2025         2026       2025  
                   
Net income (loss)   $ 387,729     $ (3,724,542 )     $ (14,293,376 )   $ (9,071,041 )
Income tax expense     –       –         –       –  
Interest expense     1,011,929       235,282         2,244,187       683,734  
Depreciation and amortization     777,661       1,972,133         2,447,631       6,049,054  
Income (loss) before interest, taxes & depreciation   $ 2,177,319     $ (1,517,127 )     $ (9,601,558 )   $ (2,338,253 )
Unrealized loss (gain) on investment and equity securities     (2,794 )     (16,422 )       (15,707 )     140,452  
Impairment loss on prepaid mining machine deposits     –       –         17,193       –  
Loss (gain) on disposal of mining equipment     –       –         (2,739 )     286,359  
Stock compensation and option expense     165,005       123,958         695,453       259,384  
Core income (loss) before interest, taxes & depreciation   $ 2,339,530     $ (1,409,591 )     $ (8,907,358 )   $ (1,652,058 )

Secured debt reduced 94% and annual secured interest cut to approximately $138,000, with no Bitcoin pledged; mining margin improved to 50.7% from 29.0% in Q2 2026

Net income of $0.4 million, or $0.20 per share, on fair value gains as Bitcoin rose approximately 43% during the quarter

TAMPA, Fla., Nov. 13, 2026 (GLOBE NEWSWIRE) — PowerCompute, Inc. (Nasdaq: PWCM) (“PowerCompute” or the “Company”), formerly LM Funding America, Inc., a Bitcoin mining and power-infrastructure company, today reported results for the three and nine months ended September 30, 2026. The Company mined 23.9 Bitcoin in the third quarter of 2026 (“Q3 2026”), up 35.8% compared against the third quarter of 2025 (“Q3 2025”), and mining margin improved to 50.7% compared against 29.0% in the second quarter of 2026 (“Q2 2026”). Because the average value of each Bitcoin mined was 37.5% lower than in Q3 2025, revenue was $1.9 million, compared with $2.2 million in Q3 2025.

On September 24, 2026, the Company repaid and terminated its Bitcoin-backed credit facility, reducing secured debt from approximately $19.4 million at June 30, 2026 to $1.25 million, with no Bitcoin pledged. In November 2026, the Company paid approximately $1.0 million in cash for 600 Bitmain Antminer S21++ miners which is anticipated to be in service by mid-December 2026. The Company anticipates this purchase to increase its active Bitcoin mining hashrate by approximately 80 to 85 PH/s, or about 10%.

Q3’26 Financial Results

  • Revenue: $1.9 million for Q3 2026, compared with $2.1 million in Q2 2026 and $2.2 million for Q3 2025. More miners actively mining raised production 35.8% to 23.9 Bitcoin, while the average value of each Bitcoin mined fell to approximately $71,400 from approximately $114,200.
  • Mining margin: 50.7% in Q3 2026, compared with 29.0% in Q2 2026 and 49.0% in Q3 2025. Energy cost to mine one Bitcoin, net of curtailment and energy sales, was approximately $35,000, compared with approximately $58,000 in Q3 2025, and blended net power cost was approximately 2.4 cents per kilowatt-hour in Q3 2026. Curtailment and energy sales generated approximately $304,000 in Q3 2026, compared with approximately $152,000 in Q3 2025, primarily from summer heat-related curtailment at the Oklahoma site. Mining margin is digital mining revenue less digital mining cost of revenue, net of curtailment and energy sales.
  • Operating costs: Total operating costs and expenses were approximately $2.8 million in Q3 2026, compared with $5.7 million in Q3 2025, primarily reflecting a $1.5 million decrease in staff costs and a $1.2 million decrease in depreciation and amortization. Operating loss narrowed to approximately $0.9 million from $3.5 million.
  • Arch facility items: Q3 2026 results include a $6.7 million gain on the fair value of Digital Assets Receivable for Bitcoins held under the Company’s Arch loan, a $4.4 million loss on the related loan derivative and $1.0 million of interest expense, of which approximately $0.7 million was non-cash and related to the derivative. With the facility repaid on September 24, 2026, annual interest expense on the Company’s remaining secured debt is approximately $138,000.
  • Net income attributable to common shareholders: approximately $0.4 million, or $0.20 per basic and diluted share, compared with a net loss of $4.1 million in Q3 2025. As the Bitcoin price rose from approximately $58,400 at June 30 to approximately $83,800 at September 30, 2026, the Company recorded the $6.7 million fair value gain for Digital Assets Receivable, partially offset by the $4.4 million loan derivative loss. Core EBITDA was approximately $2.3 million in Q3 2026, compared with Core EBITDA losses of $1.4 million in Q3 2025 and $2.8 million in Q2 2026.
  • Balance sheet: Total liquidity was approximately $6.0 million at September 30, 2026, comprising 63.8 Bitcoin valued at approximately $5.3 million (at approximately $83,800 per Bitcoin), cash of approximately $0.7 million and marketable securities. Total liabilities were approximately $3.7 million, compared with $21.6 million at June 30, 2026. At October 31, 2026, the Company held 65.7 Bitcoin, valued at approximately $5.1 million based on a Bitcoin price of approximately $77,000, or approximately $2.00 of Bitcoin per share of common stock outstanding.

Q3’26 and Recent Operational Highlights

  • Debt: Approximately 39.6 Bitcoin, valued at approximately $3.3 million, were returned to the Company when the Arch facility was repaid. The Company’s only remaining secured debt is a $1.25 million note with Brown Family Enterprises, LLC, whose maturity was extended on November 2, 2026, effective October 31, 2026, to December 31, 2027.
  • S21++ purchase: In November 2026, purchased 600 Bitmain Antminer S21++ miners for approximately $1.0 million, paid in full in cash. Delivery is expected in late November, with deployment by mid-December 2026 at the Columbus, Mississippi site, where the new miners will replace approximately 500 S19 and 100 S19j Pro units in existing slots without additional power capacity. At an expected average 228 TH/s per miner, the new units are expected to produce approximately 137 PH/s in place of approximately 52 PH/s, a net increase of approximately 80 to 85 PH/s, or about 10% of our total active hashrate, which would bring active hashrate to approximately 880 PH/s from its October 31, 2026 level. At constant network difficulty and Bitcoin price, about 10% more hashrate would mean about 10% more Bitcoin mined. This estimate replaces the approximately 964 PH/s projection in the Company’s September 30, 2026 release, which included an approximately 3.5 megawatt expansion in Mississippi that is not included in the current estimate.
  • Fleet refresh: Installed approximately 900 Bitmain Antminer S19j XP miners in Oklahoma by September 30, 2026, and moved the displaced S19j Pro units to Mississippi to replace older S19 units. Each swap replaces a machine producing approximately 95 TH/s with one averaging approximately 132 TH/s, about 39% more. Active hashrate declined to approximately 718 PH/s at September 30, 2026 from approximately 771 PH/s at June 30, 2026, primarily from degradation of older miners, then reached approximately 800 PH/s at October 31, 2026, up 11.4%, without adding power capacity.
  • HPC: Operating a professional-grade graphics processing unit (“GPU”) at the Oklahoma site that has Verified status on the Vast.ai compute marketplace, which allows the Company to evaluate HPC and AI workloads on power the Company already owns.
  • Columbus power: Secured 11 megawatts at the Columbus, Mississippi site under the Tennessee Valley Authority’s (“TVA”) new data center rate without the capacity commitment charge of approximately $1.5 million per megawatt, above the first five megawatts, that TVA now imposes on new data center load, a charge that would total approximately $9 million for 11 megawatts. The Company moved the site to Columbus Light and Water’s Large Data Service Rate (Schedule DCB) effective October 1, 2026, before the new rate took effect, increased contracted demand from 8.5 to 11 megawatts and made no capital contribution to the utility.

Management Commentary

“We own 26 megawatts of interconnected power, and our job is to earn the best return we can on every one of them,” said Bruce M. Rodgers, Chairman, Chief Executive Officer and President of PowerCompute. “This quarter we repaid our Bitcoin-backed debt, and we now use Bitcoin as working capital rather than collateral. This month we paid cash for 600 new miners that go into slots we already have and should add about 10% to our hashrate by mid-December. We keep replacing older machines with ones that produce more hashrate on the same power, and this summer we sold power back to the grid when that paid more than mining with it. Our GPU work in Oklahoma is early, but it is teaching us what it takes to run HPC on power we already own.”

“Revenue fell because each Bitcoin we mined was worth less on average, not because we mined less,” said Richard Russell, Chief Financial Officer of PowerCompute. “This quarter’s net income primarily came from lower operating costs and fair value gains as Bitcoin rose, on Bitcoin held as working capital and Bitcoin held under the settled Arch facility. What continues is the lower cost of debt: interest on our remaining secured debt now runs about $138,000 a year, and that note matures December 31, 2027.”

Investor Conference Call

PowerCompute will host a conference call today, Friday, November 13, 2026 at 8:30 AM EST, to discuss these results. A question-and-answer session will follow management’s presentation.

Conference Call Details:

  • Date: Friday, November 13, 2026
  • Time: 8:30 AM EST
  • Participant Call Links:
    • Live Webcast: Link
    • Participant Call Registration: Link

About PowerCompute

PowerCompute, Inc. (Nasdaq: PWCM), formerly LM Funding America, Inc., is an owner and operator of electrical infrastructure that converts electricity into Bitcoin and high-performance computing and artificial intelligence capacity. Founded in 2008 and headquartered in Tampa, Florida, the Company operates 26 megawatts of interconnected electrical infrastructure across Bitcoin data center facilities in Oklahoma and Mississippi.

The Company also operates a technology-enabled specialty finance business providing funding to nonprofit community associations primarily in Florida. For more information, please visit https://www.power-compute.com.

Forward-Looking Statements

This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties.

Some of these risks and uncertainties are identified in the Company’s most recent Annual Report on Form 10-K and its other filings with the SEC, which are available at www.sec.gov. These risks and uncertainties include, without limitation, the Company’s ability to maintain compliance with the continued listing requirements of The Nasdaq Stock Market, including the minimum bid price requirement and the minimum Market Value of Listed Securities requirement if the stayed rule retakes effect; the availability, cost and timely delivery and installation of mining equipment and related infrastructure, including the effect of tariffs on imported equipment; the Company’s ability to increase active mining hash rate or realize anticipated improvements in fleet efficiency; the Company’s ability to energize remaining power capacity on anticipated timelines or at anticipated cost; the Company’s ability to repay or refinance its remaining indebtedness at or before maturity; the Company’s liquidity and the substantial doubt about its ability to continue as a going concern described in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026; the Company’s ability to obtain additional financing on acceptable terms and the dilution that any equity financing may cause; changes in Bitcoin prices, Bitcoin network difficulty and total network hash rate; the availability and pricing of energy sales and curtailment revenue; the Company’s ability to convert owned power capacity to HPC and AI use on anticipated timelines or at anticipated cost; the Company’s ability to acquire additional electrical capacity on acceptable terms; the Company’s ability to secure customers for HPC and AI capacity; changes in TVA or Columbus Light and Water rate schedules, tariffs or rate classifications, including the application, amount or timing of any capacity commitment charge, and the Company’s ability to maintain its current rate classification at the Columbus site; the anticipated reduction in interest and collar-related expense following repayment of the Company’s Bitcoin-backed credit facility; the availability and cost of GPU and related infrastructure equipment; competition in the HPC and AI compute market; and other risks associated with the Company’s Bitcoin mining, HPC, AI and specialty finance businesses.

The occurrence of any of these risks and uncertainties could have a material adverse effect on the Company’s business, financial condition and results of operations. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update such statements except as required by applicable law.

Investor and Media Contact
KCSA Strategic Communications
Philip Carlson
pwcm@kcsa.com
212-896-1233

Non-GAAP Financial Measures

Our reported results are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). We also disclose Earnings before Interest, Tax, Depreciation and Amortization (“EBITDA”) and Core Earnings before Interest, Tax, Depreciation and Amortization (“Core EBITDA”), which adjusts for unrealized loss (gain) on investment and equity securities, loss (gain) on disposal of mining equipment, loss on impairment of prepaid mining machine deposits, and stock compensation expense and option expense, all of which are non-GAAP financial measures. We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of Bitcoin miners. Non-GAAP measures should not be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of net income (loss), the most directly comparable GAAP measure, to EBITDA and Core EBITDA is included in the tables below.

 
PowerCompute, Inc. and Subsidiaries Consolidated Statements of Operations (unaudited)
 
    Three Months ended
September 30,
  Nine Months ended
September 30,
      2026       2025       2026       2025  
Revenues:                
Digital mining revenues   $ 1,705,572     $ 2,010,404     $ 5,691,972     $ 6,090,708  
Specialty finance revenue     94,825       141,634       290,253       303,968  
Rental revenue     88,375       26,265       132,098       83,288  
Total revenues     1,888,772       2,178,303       6,114,323       6,477,964  
Operating costs and expenses:                
Digital mining cost of revenues (exclusive of depreciation and amortization shown below)     1,144,403       1,177,184       4,584,020       4,013,878  
Curtailment and energy sales     (304,301 )     (151,887 )     (816,967 )     (524,842 )
Staff costs and payroll     1,022,566       2,537,105       3,453,665       4,675,209  
Depreciation and amortization     777,661       1,972,133       2,447,631       6,049,054  
Loss (gain) on fair value of Bitcoin, net     (1,045,781 )     (1,032,374 )     4,057,244       (2,983,537 )
Professional fees     525,295       443,335       1,321,378       1,116,649  
Selling, general and administrative     331,880       448,487       1,053,625       1,133,871  
Real estate management and disposal     30,869       14,687       64,252       73,421  
Collection costs     9,301       1,702       34,485       27,643  
Settlement costs with associations     –       –       –       3,693  
Loss (gain) on disposal of assets     –       –       (2,739 )     286,359  
Other operating costs     307,760       284,929       1,115,978       799,889  
Total operating costs and expenses     2,799,653       5,695,301       17,312,572       14,671,287  
Operating loss     (910,881 )     (3,516,998 )     (11,198,249 )     (8,193,323 )
Unrealized gain (loss) on marketable securities     8,020       10,400       13,750       (3,420 )
Unrealized gain (loss) on investment and equity securities     2,794       16,422       15,707       (140,452 )
Impairment loss on prepaid mining machine deposit     –       –       (17,193 )     –  
Loss on loan derivative     (4,382,238 )     –       (2,690,205 )     –  
Loss on fair value of purchased Bitcoin, net     –       –       –       (52,704 )
Gain on fair value of digital assets receivable     6,681,408       –       1,802,195       –  
Change in credit loss reserve on digital assets receivable     –       –       9,187       –  
Interest expense     (1,011,929 )     (235,282 )     (2,244,187 )     (683,734 )
Interest income     555       916       15,619       2,592  
Income (loss) before income taxes     387,729       (3,724,542 )     (14,293,376 )     (9,071,041 )
Income tax expense     –       –       –       –  
Net income (loss)   $ 387,729     $ (3,724,542 )   $ (14,293,376 )   $ (9,071,041 )
Less: loss (gain) attributable to non-controlling interest     (805 )     (4,903 )     (3,224 )     43,476  
Net income (loss) attributable to PowerCompute, Inc.   $ 386,924     $ (3,729,445 )   $ (14,296,600 )   $ (9,027,565 )
Less: deemed dividends (Note 6)     (13,196 )     (347,782 )     (53,219 )     (347,782 )
Net income (loss) attributable to common shareholders   $ 373,728     $ (4,077,227 )   $ (14,349,819 )   $ (9,375,347 )
                 
Basic income (loss) per common share (Note 1)   $ 0.20     $ (10.21 )   $ (11.98 )   $ (34.63 )
Diluted income (loss) per common share (Note 1)   $ 0.20     $ (10.21 )   $ (11.98 )   $ (34.63 )
                 
Weighted average number of common shares outstanding                
Basic     1,848,219       399,457       1,197,461       270,754  
Diluted     1,861,381       399,457       1,197,461       270,754  

         
PowerCompute, Inc. and Subsidiaries Consolidated Balance Sheets
         
    September 30,   December 31,
    2026
  2025
    (unaudited)        
Assets        
Cash   $ 652,628     $ 1,424,426  
Marketable securities     51,130       37,380  
Prepaid expenses and other assets     1,062,607       1,198,486  
Finance receivables     –       17,533  
Digital assets – current (Note 2)     5,349,553       2,563,474  
Digital assets – collateral (Note 2)     –       5,500,000  
Digital assets receivable, net (Note 2)     –       12,678,014  
Galaxy loan derivative asset (Note 4)     –       47,673  
Due from related parties (Note 7)     5,504       –  
Income tax receivable     –       31,187  
Current assets     7,121,422       23,498,173  
         
Fixed assets, net (Note 3)     8,105,600       9,917,350  
Intangible assets, net (Note 3)     6,130,406       6,327,769  
Deposits on mining equipment     192,998       1,597  
Investment in Seastar Medical Holding Corporation     40,780       25,073  
Digital assets – long-term (Note 2)     –       8,233,035  
Digital assets – collateral (Note 2)     –       2,200,000  
Right of use assets (Note 5)     576,360       728,995  
Other assets     326,543       384,234  
Long-term assets     15,372,687       27,818,053  
Total assets   $ 22,494,109     $ 51,316,226  
         
Liabilities and stockholders’ equity        
Accounts payable and accrued expenses     1,579,477       1,745,875  
Note payable – short-term (Note 4)     212,027       7,006,912  
Master digital currency loan (Note 4)     –       10,920,838  
Due to related parties (Note 7)     –       48,319  
Current portion of lease liability (Note 5)     297,638       194,618  
Total current liabilities     2,089,142       19,916,562  
         
Note payable – long-term (Note 4)     1,250,000       1,932,502  
Lease liability – net of current portion (Note 5)     326,785       590,368  
Long-term liabilities     1,576,785       2,522,870  
Total liabilities     3,665,927       22,439,432  
         
Stockholders’ equity (Note 6)        
Preferred stock, par value $.001; 150,000,000 shares authorized; no shares issued and outstanding as of September 30, 2026 and December 31, 2025     –       –  
Common stock, par value $.001; 350,000,000 shares authorized; 2,535,061 and 564,940 shares issued and outstanding as of September 30, 2026 and December 31, 2025     2,535       565  
Additional paid-in capital     127,442,742       123,199,948  
Accumulated deficit     (106,879,528 )     (92,582,928 )
Total PowerCompute stockholders’ equity     20,565,749       30,617,585  
Non-controlling interest     (1,737,567 )     (1,740,791 )
Total stockholders’ equity     18,828,182       28,876,794  
Total liabilities and stockholders’ equity   $ 22,494,109     $ 51,316,226  

 
PowerCompute, Inc. and Subsidiaries Consolidated Statements of Cash Flows
 
    Nine Months ended
September 30,
      2026       2025  
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss   $ (14,293,376 )   $ (9,071,041 )
Adjustments to reconcile net loss to net cash used in operating activities        
Depreciation and amortization     2,447,631       6,049,054  
Noncash lease expense     173,352       152,723  
Amortization of debt issue costs and debt discount     1,899,325       66,994  
Stock option expense     695,453       259,384  
Accrued interest expense on finance lease     32,051       42,875  
Loss (gain) on fair value of Bitcoin, net     4,057,244       (2,930,833 )
Gain on fair value of digital assets receivable     (1,802,195 )     –  
Impairment loss on mining machine deposit     17,193       –  
Unrealized loss (gain) on marketable securities     (13,750 )     3,420  
Loss on Galaxy loan derivative     2,170,605       –  
Change in credit loss reserve on digital assets receivable     (9,187 )     –  
Unrealized loss (gain) on investment and equity securities     (15,707 )     140,452  
Loss (gain) on disposal of fixed assets     (2,739 )     286,359  
Interest settled through sale of collateral Bitcoin     118,583       –  
Interest capitalized into loan principal     58,287       –  
Write-off of income tax receivable     31,187       –  
Change in operating assets and liabilities:        
Prepaid expenses and other assets     596,753       391,857  
Due to related party     (53,823 )     43,393  
Accounts payable and accrued expenses     (114,562 )     2,081,605  
Mining of digital assets     (5,691,972 )     (6,090,708 )
Lease liability payments     (213,331 )     (194,322 )
Net cash used in operating activities     (9,912,978 )     (8,768,788 )
CASH FLOWS FROM INVESTING ACTIVITIES:        
Net collections (investment) of finance receivables – original product     11,604       (3,145 )
Net collections (investment) in finance receivables – special product     5,929       (3,952 )
Capital expenditures     (641,371 )     (635,691 )
Acquisition of hosting site     –       (4,230,368 )
Collection of note receivable     –       200,000  
Proceeds from sale of fixed assets     14,191       953,153  
Investment in digital assets         (18,673,167 )
Investment in digital assets – Tether     (5,297 )     (29,572 )
Proceeds from sale of Bitcoin     7,279,498       6,984,091  
Proceeds from the sale of Tether     3,173       29,460  
Change in deposits for mining equipment     –       (1,004,326 )
Distribution to members     –       (1,015 )
Net cash provided by (used in) investing activities     6,667,727       (16,414,532 )
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from borrowings, net of issuance costs     –       1,240,195  
Settlement of Galaxy loan collar derivative     (61,000 )     –  
Insurance financing repayments     (626,604 )     (588,123 )
Debt repayments     (250,000 )     –  
Proceeds from warrant exercise, net of issuance costs     5,471       95,999  
Proceeds from the issuance of common stock, net of issuance costs     3,405,586       21,348,668  
Issuance costs     –       –  
Net cash provided by financing activities     2,473,453       22,096,739  
NET DECREASE IN CASH     (771,798 )     (3,086,581 )
CASH – BEGINNING OF PERIOD     1,424,426       3,378,152  
CASH – END OF PERIOD   $ 652,628     $ 291,571  


                   
PowerCompute, Inc. Non-GAAP Financials
                   
    Three Months ended
September 30,
    Nine Months ended
September 30,
      2026       2025         2026       2025  
                   
Net income (loss)   $ 387,729     $ (3,724,542 )     $ (14,293,376 )   $ (9,071,041 )
Income tax expense     –       –         –       –  
Interest expense     1,011,929       235,282         2,244,187       683,734  
Depreciation and amortization     777,661       1,972,133         2,447,631       6,049,054  
Income (loss) before interest, taxes & depreciation   $ 2,177,319     $ (1,517,127 )     $ (9,601,558 )   $ (2,338,253 )
Unrealized loss (gain) on investment and equity securities     (2,794 )     (16,422 )       (15,707 )     140,452  
Impairment loss on prepaid mining machine deposits     –       –         17,193       –  
Loss (gain) on disposal of mining equipment     –       –         (2,739 )     286,359  
Stock compensation and option expense     165,005       123,958         695,453       259,384  
Core income (loss) before interest, taxes & depreciation   $ 2,339,530     $ (1,409,591 )     $ (8,907,358 )   $ (1,652,058 )

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