Submission is based on Phase 3 REZILIENT3 data in first-line EGFR ex20ins NSCLC

CAMBRIDGE, Mass., Nov. 12, 2026 (GLOBE NEWSWIRE) — Cullinan Therapeutics, Inc. (Nasdaq: CGEM), a clinical-stage biopharmaceutical company accelerating potential first- or best-in-class, disease-modifying T cell engagers in autoimmune diseases and cancer, today announced their partner Taiho Oncology, Inc. completed a New Drug Application (NDA) submission to the U.S. Food and Drug Administration (FDA) for zipalertinib in combination with platinum-based chemotherapy for the treatment of patients with previously untreated, locally advanced or metastatic non-small cell lung cancer (NSCLC) harboring epidermal growth factor receptor (EGFR) exon 20 insertion (ex20ins) mutations.

The submission was made under the FDA’s Real-Time Oncology Review (RTOR) program, which allows sponsors to submit clinical data in advance of the complete application to facilitate earlier review of efficacy and safety results. The completed application will undergo the standard review period with the FDA, and, if accepted, a Prescription Drug User Fee Act (PDUFA) target action date will be assigned.

The NDA is based on the Phase 3 REZILIENT3 trial, which met its primary endpoint at an interim analysis, demonstrating a statistically significant and clinically meaningful improvement in median progression-free survival (PFS) for zipalertinib plus chemotherapy versus chemotherapy alone. These results were presented in a Presidential Symposium at the International Association for the Study of Lung Cancer’s (IASLC) 2026 World Conference on Lung Cancer (WCLC).

Cullinan Therapeutics is eligible to receive $30 million and $100 million in milestone payments upon second-line and first-line U.S. regulatory approvals, respectively.

About Zipalertinib

Zipalertinib (development code: CLN-081/TAS6417) is an orally available small molecule designed to target activating mutations in EGFR. The molecule was selected because of its ability to inhibit EGFR variants with exon 20 insertion mutations. Zipalertinib is designed as a next generation, irreversible EGFR inhibitor for the treatment of a genetically defined subset of patients with non-small cell lung cancer. Zipalertinib is investigational and has not been approved by any health authority.

Zipalertinib is being developed by Taiho Oncology, Inc., its parent company, Taiho Pharmaceutical Co., Ltd., and in collaboration with Cullinan Therapeutics, Inc. in the U.S.

About EGFR Exon 20 Insertion Mutations

NSCLC is a common form of lung cancer and up to 4% of all cases globally have EGFR ex20ins.1 In the United States, approximately 16% of patients with NSCLC harbor EGFR mutations,1 with insertions at exon 20 accounting for up to 12% of these mutations.2

About Cullinan Therapeutics

Cullinan Therapeutics, Inc. (Nasdaq: CGEM) is a biopharmaceutical company developing potential first- or best-in-class, disease-modifying T cell engagers for autoimmune diseases and cancer. Cullinan pursues promising therapeutic targets while leveraging core expertise in T cell engagers, which are established in oncology and are now advancing into autoimmune diseases. With a clinical-stage pipeline built on a rigorous scientific approach and purposeful innovation, Cullinan is advancing its mission to deliver new standards of care for patients. Learn more about Cullinan at https://cullinantherapeutics.com/, and follow Cullinan on LinkedIn and X.

 Forward-Looking Statements

This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, express or implied statements regarding the company’s beliefs and expectations regarding the clinical development of zipalertinib, the safety and efficacy profile of zipalertinib and its potential to address unmet medical need, the potential of zipalertinib to become a treatment option, the anticipated timing of the FDA’s review of the NDA submission under the RTOR program and other statements that are not historical facts. The words “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “plan,” “potential,” “project,” “pursue,” “will,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Any forward-looking statements in this press release are based on management’s current expectations and beliefs of future events and are subject to known and unknown risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to, the following: uncertainty regarding the timing and results of clinical trial data and regulatory submissions; the risk that any NDAs, INDs or other global regulatory submissions we may file with the United States Food and Drug Administration or other global regulatory agencies are not accepted or cleared on our expected timelines, or at all; the success of our clinical trials and preclinical studies; the risks related to our ability to protect and maintain our intellectual property position; the risks related to manufacturing, supply, and distribution of our product candidates; the risk that any one or more of our product candidates, including those that are co-developed, will not be successfully developed and commercialized; the risk that the results of preclinical studies or clinical trials will not be predictive of future results in connection with future studies or clinical trials; the effect of changes in global economic conditions, including uncertainties related to international trade policies, tariffs and supply chain dynamics on our business and operations; and the success of any collaboration, partnership, license or similar agreements. These and other important risks and uncertainties discussed in our filings with the Securities and Exchange Commission, including under the caption “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent filings with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change, except to the extent required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release. Moreover, except as required by law, neither the company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements included in this press release. Any forward-looking statement included in this press release speaks only as of the date on which it was made.

Investors  
Nick Smith  
+1 401.241.3516  
nsmith@cullinantx.com

Media 

Rose Weldon  
+1 215.801.7644   
rweldon@cullinantx.com

References

  1. Burnett H, Emich H, Carroll C, et al. Epidemiological and clinical burden of EGFR exon 20 insertion in advanced non-small cell lung cancer: a systematic literature review. PLOS ONE. 2021;16(3): e0247620. Available at: https://journals.plos.org/plosone/article?id=10.1371/journal.pone.0247620.
  2. Riess JW, Gandara DR, Frampton GM, et al. Diverse EGFR Exon 20 Insertions and Co-Occurring Molecular Alterations Identified by Comprehensive Genomic Profiling of NSCLC. Journal of Thoracic Oncology. 2018 Jul 5;13(10):1560–1568. Available at: https://www.jto.org/article/S1556-0864(18)30770-6/pdf.

Continued Progress in Technology Readiness for AI Datacom Market

Executed Purchase Agreement With Aixtron for MOCVD Capacity Expansion and Large-Diameter Wafer Manufacturing

GOLETA, Calif., Nov. 12, 2026 (GLOBE NEWSWIRE) — Aeluma, Inc. (NASDAQ: ALMU) (“Aeluma” or the “Company”), a semiconductor company specializing in high-performance, scalable technologies for AI, mobile and consumer, defense and aerospace, and quantum, today reported financial results for its first quarter of fiscal 2027 ended September 30, 2026.

Fiscal First Quarter 2027 and Subsequent Highlights

  • Increased Technology Readiness: Advanced development of high-speed photodetectors and quantum dot lasers leveraging capabilities at Aeluma and supply chain partners such as Sumitomo Chemical Advanced Technologies.
  • Manufacturing Expansion: Finalized a purchase agreement with Aixtron for a new 200 mm capable MOCVD system to expand manufacturing capacity and accelerate development for non-indium-phosphide photonics.
  • Customer Engagements: Expanded customer discussions in Datacom and other markets regarding product opportunities and non-recurring engineering investments. Several initiatives involve potentially high-volume demand to support the 2028 through 2032 AI infrastructure buildout.
  • CHIPS Funding: Continued diligence and definitive agreement negotiations with the U.S. Department of Commerce CHIPS R&D Office for up to $30 million in proposed funding for development and commercialization of photonics for AI and Advanced Computing.

Management Commentary

“The current U.S. AI infrastructure buildout continues to progress and is expected to reach an aggregate investment of $10.3 trillion in 2032,” said Jonathan Klamkin, Ph.D., Founder and CEO of Aeluma. “The opportunities for photonics are vast, spanning scale-up and scale-out AI architectures in data centers.”

“Demand for photonic components includes lasers, modulators, photodetectors, and photonic integrated circuits or PICs. Supply chains are constrained, including indium phosphide substrate production and wafer fab capacity. Adopting proven strategies from consumer markets, Aeluma’s technology instead leverages gallium arsenide or silicon substrates, and existing fabs that are already qualified for large-volume markets.”

“As we progress through fiscal 2027, we remain focused on technology and product development for AI Datacom opportunities. Aeluma’s high-speed photodetectors and quantum dot lasers continue to attract customer attention. Our efforts include working with supply chain partners such as Sumitomo Chemical Advanced Technologies to ready technology in a production environment, and investment in MOCVD manufacturing capacity. Lastly, we continue to expand our customer discussions including negotiations on potential development investments and potentially large-volume product opportunities.”

Fiscal First Quarter 2027 Financial Results

  • Revenue was $0.6 million, compared with $1.4 million in the first quarter of fiscal 2026, generated primarily from R&D contracts.
  • Net loss was $3.8 million, or ($0.19) per basic and diluted share, compared with a net loss of $1.5 million, or ($0.09) per basic and diluted share, for the same period last year.
  • Adjusted EBITDA loss was $2.7 million, compared with an adjusted EBITDA loss of $0.4 million in the same period last year.
  • Cash and cash equivalents totaled $53.9 million at September 30, 2026, compared with $56.0 million at June 30, 2026.

Conference Call and Webcast

Aeluma will host a conference call at 2:00 p.m. Pacific Time and 5:00 p.m. Eastern Time on November 12, 2026 to discuss the Company’s financial results and business outlook. Interested participants may access the call by dialing (833) 890-6767 (domestic) or (412) 564-6155 (international) and referencing “Aeluma”.

A live webcast of the call will also be available on the “Investors” section of Aeluma’s website. The live webcast can also be accessed by clicking here. A replay of the conference call will be available on Aeluma’s website shortly after the call concludes.

Annual Meeting of Stockholders

Aeluma’s 2026 Annual Meeting of Stockholders will be held virtually on November 19, 2026 at 9:00 a.m. Pacific Time. Stockholders of record as of September 23, 2026 are entitled to vote. Additional information regarding the Annual Meeting, including voting and virtual attendance instructions, is available in Aeluma’s definitive proxy statement filed with the SEC on September 30, 2026.

Note about Non–GAAP Financial Measures

This press release includes and makes reference to certain non-GAAP financial measures. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Aeluma believes that the presentation of non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations. Aeluma believes that these non-GAAP financial measures provide additional insight into Aeluma’s ongoing performance and core operational activities and has chosen to provide these measures for more consistent and meaningful comparison between periods. These measures should only be used to evaluate Aeluma’s results of operations in conjunction with the corresponding GAAP measures. The non-GAAP results exclude the effect of stock-based compensation, depreciation and amortization.

This press release includes non-GAAP financial measures, including:

  • Non-GAAP net income (loss), which is defined as GAAP net income (loss) plus stock-based compensation expenses; and
  • Adjusted EBITDA, defined as non-GAAP net income (loss) plus depreciation and amortization expenses, less interest income.

A reconciliation between GAAP and non-GAAP financial results is provided in the financial statements portion of this press release.

Forward-Looking Statements

All statements in this press release that are not historical are forward-looking statements, including, among other things, statements relating to the Company’s expectations regarding its market position and market opportunity, expectations and plans as to its product development, manufacturing and sales, and relations with its partners and investors. These statements are not historical facts but rather are based on the Company’s current expectations, estimates, and projections regarding its business, operations and other similar or related factors. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expect,” “intend,” “plan,” “project,” “believe,” “estimate,” and other similar or related expressions are used to identify these forward-looking statements, although not all forward-looking statements contain these words. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond the Company’s control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update information in this release to reflect events or circumstances in the future, even if new information becomes available.

About Aeluma, Inc.

Aeluma (NASDAQ: ALMU) is a transformative semiconductor company specializing in high-performance photonic and electronic technologies that scale. The company’s proprietary platform combines compound semiconductors with scalable manufacturing used for mass market microelectronics to enable volume production and large-scale integration. Applications for Aeluma’s technology include mobile, AI, defense and aerospace, robotics, automotive, AR/VR, and quantum. Headquartered in Goleta, California, Aeluma operates state-of-the-art R&D and manufacturing capabilities for semiconductor wafer production, quick-turn chip fabrication, rapid prototyping, test and validation. Aeluma also partners with production-scale fabrication foundries, packaging, and integration companies. For more information, visit www.aeluma.com.

Company:
Aeluma, Inc.
(805) 351-2707
info@aeluma.com

Investor Contact:
Financial Profiles, Inc.
Moira Conlon
(310) 622-8220
ir@aeluma.com

Aeluma, Inc. and Subsidiary
Condensed Consolidated Balance Sheets
             
($ in thousands)   September 30,
2026
(unaudited)
    June 30,
2026
 
Assets            
Current assets:            
Cash and cash equivalents   $ 53,875     $ 56,006  
Accounts receivable     504       340  
Prepaids and other current assets     716       965  
Total current assets     55,095       57,311  
Property and equipment:                
Equipment     2,590       2,338  
Leasehold improvements     547       547  
Accumulated depreciation     (1,598 )     (1,469 )
Property and equipment, net     1,539       1,416  
Right-of-use asset – operating     1,868       1,916  
Other assets     21       21  
Total assets   $ 58,523     $ 60,664  
                 
Liabilities and stockholders’ equity                
Current liabilities:                
Accounts payable   $ 368     $ 341  
Accrued expenses and other current liabilities     1,502       1,369  
Lease liability – operating, current portion     183       180  
Total current liabilities     2,053       1,890  
Lease liability – operating, long-term portion     1,795       1,842  
Total liabilities     3,848       3,732  
Commitments and contingencies     –       –  
Stockholders’ equity:                
Preferred stock     –       –  
Common stock     2       2  
Additional paid-in capital     84,234       82,735  
Accumulated deficit     (29,561 )     (25,805 )
Total stockholders’ equity     54,675       56,932  
Total liabilities and stockholders’ equity   $ 58,523     $ 60,664  
                 

Aeluma, Inc. and Subsidiary
Condensed Consolidated Statements of Operations (unaudited)
       
    Three Months Ended  
($ in thousands, except per share data)   September 30,
2026
    June 30,
2026
    September 30,
2025
 
Revenue   $ 568     $ 582     $ 1,385  
Operating expenses:                        
Cost of revenue     339       433       701  
Research and development             2,274       606  
General and administrative     1,952       2,247       1,686  
Total operating expenses     4,816       4,954       2,993  
Loss from operations     (4,248 )     (4,372 )     (1,608 )
Other income:                        
Interest income     492       359       115  
Total other income     492       359       115  
Loss before income tax expense     (3,756 )     (4,013 )     (1,493 )
Income tax expense     –       –       –  
Net loss   $ (3,756 )   $ (4,013 )   $ (1,493 )
Net loss per share – basic and diluted   $ (0.19 )   $ (0.22 )   $ (0.09 )
Weighted average common shares outstanding – basic and diluted     19,270,622       18,603,331       16,141,153  
Book value per share   $ 2.84     $ 3.06     $ 2.53  
                         

Aeluma, Inc. and Subsidiary
Condensed Consolidated Statements of Cash Flows (unaudited)
       
    Three Months Ended
September 30,
 
($ in thousands)   2026     2025  
Operating activities:            
Net loss   $ (3,756 )   $ (1,493 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Stock-based compensation expense     1,376       1,056  
Depreciation and amortization expense     130       102  
Changes in operating assets and liabilities:                
Accounts receivable     (164 )     (286 ) 
Prepaids and other current assets     249       (196 )
Other assets     (1 )     (8 )
Accounts payable     27       (88 )
Accrued expenses and other current liabilities     393       98  
Net cash used in operating activities     (1,746 )     (815 )
Investing activities:                
Purchase of equipment     (252 )     (210 )
Net cash used in investing activities     (252 )     (210 )
Financing activities:                
Proceeds from stock option exercise     174       47  
Proceeds from public offering, net of offering costs     –       23,385  
Payment for taxes related to net share settlement of stock options and restricted stock units     (307 )     –  
Net cash provided by (used in) financing activities     (133 )      23,432  
Net change in cash and cash equivalents     (2,131 )      22,407  
Cash and cash equivalents, beginning of period     56,006       15,740  
Cash and cash equivalents, end of period   $ 53,875     $ 38,147  
                 
Supplemental non-cash disclosures:                
Right-of-use asset – operating obtained in exchange for lease liability – operating    $ –     $ 274  
                 

Aeluma, Inc. and Subsidiary
Reconciliation of GAAP and Non-GAAP Financial Measures (unaudited)
       
    Three Months Ended  
($ in thousands, except per share data)   September 30,
2026
    June 30,
2026
    September 30,
2025
 
GAAP net loss   $ (3,756 )   $ (4,013 )   $ (1,493 )
Non-GAAP adjustments:                        
Stock-based compensation     1,376       1,308       1,056  
Total adjustments to GAAP net loss     1,376       1,308       1,056  
Non-GAAP net loss   $ (2,380 )   $ (2,705 )   $ (437 )
Depreciation & amortization     130       126       102  
Interest income     (492 )     (359 )     (115 )
Adjusted EBITDA   $ (2,742 )   $ (2,938 )   $ (450 )
                         
GAAP net loss per share – basic and diluted   $ (0.19 )   $ (0.22 )   $ (0.09 )
Non-GAAP adjustments     0.07       0.07       0.06  
Non-GAAP net loss per share – basic and diluted   $ (0.12 )   $ (0.15 )   $ (0.03 )

Total revenue of $40.9 million, with services revenue and interest income at 59% of net revenue as platform spot trading volume declined 73% year-over-year; total operating expenses decreased 30% year-over-year

NEW YORK, Nov. 12, 2026 (GLOBE NEWSWIRE) — Gemini Space Station, Inc. (“Gemini,” the “Company,” “we,” or “us”) (NASDAQ: GEMI), a crypto and markets company, today announced financial results for the quarter ended September 30, 2026.

Total revenue was $40.9 million, compared to $50.6 million in the third quarter of 2025, a decrease of 19% year-over-year. Exchange revenue declined 47% year-over-year to $13.4 million, as total trading volume on our platform fell to $4.5 billion from $16.4 billion in the prior-year period. Services revenue and interest income was $23.3 million, compared to $23.4 million in Q3 2025, and represented 59% of net revenue.

Total operating expenses decreased 30% year-over-year to $119.9 million from $171.4 million, and declined 2% sequentially from $122.4 million in the second quarter of 2026, primarily driven by lower compensation costs and reduced marketing spend, reflecting continued cost discipline and lower headcount. Net loss improved 63% year-over-year to $58.6 million from $159.5 million.

“Operating expenses declined for a third consecutive quarter, and as we invest in growth, we intend to stay disciplined about where those dollars go,” said Tyler Winklevoss, CEO of Gemini. “We’re clear-eyed about the work ahead and committed to getting it right: deepening our relationships with the customers who use Gemini, continuing to iterate, and investing where customers and markets are headed. We expect to be judged on results, and we intend to earn the confidence of our customers and shareholders one quarter at a time.”

“We started Gemini in 2014 because we believed crypto would change how people save, spend and move value, and we’re in this for the long term,” said Cameron Winklevoss, President of Gemini. “Gemini 2.0 is our bet that the platforms that last will be the ones that own the regulated infrastructure underneath. We’re building ours to serve customers directly and to be something other platforms can build on.”

Third Quarter Results:

  • Total revenue decreased 19% year-over-year and 10% sequentially to $40.9 million. Net revenue was $39.2 million, compared with $49.8 million in Q3 2025 and $43.7 million in Q2 2026.
    • Transaction revenue decreased 40% year-over-year and 10% sequentially to $15.9 million from $26.3 million in Q3 2025, driven by a significant decline in crypto trading activity.
      • Exchange revenue decreased 47% year-over-year to $13.4 million, primarily reflecting lower retail trading activity, partially offset by higher institutional revenue. Sequentially, exchange revenue increased 7%, while spot trading volume increased 18% to $4.5 billion, supported by increased institutional Zcash activity and expanded affiliated market-making.
      • Total trading volume was $4.5 billion, compared with $16.4 billion in Q3 2025 and $3.8 billion in Q2 2026. Approximately $1.2 billion, or 26%, of quarterly spot volume involved transactions between external customers and our market maker.
      • OTC revenue increased 60% year-over-year and decreased 64% sequentially to $1.7 million, compared with $1.1 million in Q3 2025 and $4.7 million in Q2 2026. The year-over-year increase reflects growth in electronic OTC (eOTC) client activity; the sequential decline is consistent with the variable nature of large institutional trades.
      • Prediction markets revenue was $0.8 million, up 52% from $0.5 million in Q2 2026. Prediction markets revenue is reported net of maker and taker incentive rebates.
    • Services revenue increased 7% year-over-year and decreased 10% sequentially to $21.3 million. Services revenue and interest income together totaled $23.3 million, compared to $23.4 million in Q3 2025, and represented 59% of net revenue, consistent with the second quarter and up from 47% in the prior-year quarter.
      • Credit card revenue increased 82% year-over-year, driven by growth in the Gemini Credit Card portfolio, and decreased 4% sequentially to $15.5 million.
      • Staking revenue decreased 29% year-over-year to $4.2 million, primarily driven by lower average staked asset balances and lower realized staking yields. Sequentially, staking revenue increased 3% reflecting price appreciation in underlying staked assets.
      • Advisory fee revenue was $0.6 million, compared with $2.7 million in the second quarter, reflecting completion in July of the recognition period for the compensatory warrant arrangement associated with an advisory services agreement with a strategic customer.
      • Interest income was $2.0 million, compared with $3.5 million in Q3 2025 and $2.4 million in Q2 2026, reflecting lower average customer custodial balances, partially offset by margin lending fees from our spot margin trading offering, which had no comparable activity in the prior-year period.
    • Total operating expenses decreased 30% year-over-year and 2% sequentially to $119.9 million, marking the third consecutive quarterly decline. The year-over-year decrease was driven primarily by lower sales and marketing expenses and lower salaries and compensation, partially offset by higher transaction losses.
      • Salaries and compensation decreased 32% year-over-year and increased 17% sequentially to $56.4 million, including $32.7 million of stock-based compensation, compared with $20.3 million in the second quarter. The sequential increase in stock-based compensation reflected equity-based annual bonus awards to Company employees recognized in July. Excluding stock-based compensation, salaries and compensation decreased 36% year-over-year and 15% sequentially to $23.7 million, reflecting the benefits of the February 2026 reduction in force.
      • Sales and marketing decreased 75% year-over-year and 6% sequentially to $8.3 million, reflecting a more selective approach to marketing investments. Within sales and marketing:
        • Marketing acquisition, brand spend and other costs decreased 97% year-over-year to $0.7 million.
        • Credit card rewards and promotional and referral incentives decreased 41% year-over-year to $7.6 million, as lower promotional and referral incentives more than offset a 21% increase in credit card rewards.
      • Transaction losses increased 38% year-over-year and declined from $20.1 million in the second quarter to $10.6 million, including credit card provision expense of $9.2 million, compared with $2.8 million in Q3 2025 and $16.1 million in Q2 2026. Credit card charge-offs increased to $11.5 million from $3.4 million, primarily reflecting accelerated charge-offs of accounts associated with the previously disclosed first-quarter fraud event. Managed credit card receivables were $202.2 million at quarter-end, compared with $150.6 million a year ago.
        • Non-fraud 30-plus-day delinquency increased to 3.4% from 3.3% in the second quarter. The Company believes this reflects, in part, the seasoning of accounts added during the rapid portfolio growth in the second half of 2025. During that expansion, receivables grew faster than delinquent balances developed, reducing the reported delinquency rate. As those accounts mature and receivables decline, both factors can contribute to a higher delinquency rate.
      • Technology expenses were $19.6 million, down 4% year-over-year, primarily reflecting lower amortization and impairment expenses. Expenses increased from $18.8 million in the second quarter, primarily due to higher cloud computing and infrastructure costs.
      • General and administrative expenses, including legal expenses were $19.8 million, up 2% year-over-year, as higher legal expenses were largely offset by lower professional services costs. Expenses decreased from $20.6 million in the second quarter.
      • Transaction processing decreased 39% year-over-year to $5.3 million, primarily driven by lower staking rewards and banking and compliance fees, partially offset by higher processing costs supporting new and expanded products, including Gemini Predictions.
    • Operating loss was $79.0 million, compared with $120.8 million in Q3 2025 and $76.9 million in Q2 2026. Sequentially, lower revenue and a $12.4 million increase in stock-based compensation more than offset a $14.9 million reduction in all other operating expenses. Adjusted Operating Loss, a non-GAAP measure, narrowed 42% year-over-year and 21% sequentially to $39.0 million, its fourth consecutive quarter of improvement.
    • Net loss narrowed 63% year-over-year and 46% sequentially to $58.6 million, compared to $159.5 million in Q3 2025.
    • Net loss per share, basic and diluted, was $0.46, compared with $6.67 in the prior-year quarter.
    • Adjusted EBITDA, a non-GAAP measure, was a loss of $11.6 million, compared with losses of $52.4 million in Q3 2025 and $74.0 million in Q2 2026. The sequential improvement reflected lower credit card provision and employee compensation costs, together with a $50.8 million favorable swing in net realized and unrealized results on crypto assets and related-party crypto loans, from a $25.0 million loss in Q2 to a $25.7 million gain in Q3.
    • Cash and cash equivalents totaled $194.1 million as of September 30, 2026, compared with $252.2 million as of December 31, 2025.
    • Monthly Transacting Users were 577,000, down 2% year-over-year and 1% sequentially.
    • Assets on Platform were $13.4 billion as of September 30, 2026, compared with $21.3 billion as of September 30, 2025 and $8.4 billion as of June 30, 2026. The year-over-year decrease reflects lower crypto asset valuations relative to the prior-year period and select institutional custody net outflows.

Business Highlights

Delivering on operational discipline

  • Total operating expenses down 30% year-over-year to $119.9 million, the third consecutive sequential decline. Operating loss improved 35% year-over-year to $79.0 million. Adjusted Operating Loss narrowed 42% year-over-year to $39.0 million, the fourth consecutive quarterly improvement.

Gemini Is Opening Its Regulated Prediction Markets Infrastructure to Distribution and Clearing Partners

  • On August 24, 2026, Gemini and Apex Fintech Solutions announced a non-binding letter of intent under which Gemini Titan, LLC would become the exclusive regulated venue for crypto event contracts distributed through Apex’s Futures Commission Merchant (FCM) to Apex’s brokerage customers. The letter of intent also allows the parties the flexibility to collaborate on additional contract categories, including sports, economics, and financial markets, on a non-exclusive basis. The letter of intent is subject to negotiation of definitive documentation, including with respect to the full scope of the implementation and integration of the intended relationship.
  • Expanding distribution is a core part of Gemini’s prediction markets strategy. Gemini intends to make its in-house exchange and clearinghouse available to brokerages, FCMs, and other designated contract markets that want to offer event contracts without building their own infrastructure, and is in active discussions with additional prospective distribution and clearing partners.

Gemini Expands Access to Its Platform for Developers and AI Agents

  • More customers now use AI tools to research markets and get context before they invest. Gemini’s goal is to let customers bring the AI agent of their choice to a single Gemini account spanning crypto, stocks, and prediction markets, and to connect to new AI platforms as they emerge.
  • In October, Gemini made its Model Context Protocol (MCP) server available on AI platforms, including Anthropic and OpenAI. Customers can use AI agents to pull real-time Gemini market data and research context directly within those tools.
  • Gemini rebuilt its developer platform with dedicated documentation for each product line and released a public, dependency-free TypeScript SDK covering its trading products.

Conference Call

As previously announced, management will host a conference call tomorrow, November 13, 2026, at 8:30 a.m. E.T to discuss its Q3 2026 earnings results. The event will be webcast live via our investor relations website.

Call registration and webcast details are available on the Events page of our investor relations website https://investors.gemini.com/ ahead of the call. Following the call, a replay and transcript, as well as copies of Gemini’s earnings press release and earnings presentation, will also be available at https://investors.gemini.com/. The information on our website or accessible through our website is not incorporated or a part of this earnings release.


 
Gemini Space Station, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value)
(unaudited)
 
  September 30,   December 31,
    2026       2025  
Assets      
Current assets:      
Cash and cash equivalents $ 194,120     $ 252,215  
Restricted cash and cash equivalents   89,432       115,279  
Customer custodial funds   464,307       527,354  
Crypto assets held   415,241       439,622  
Accounts receivable, net   26,714       30,887  
Credit card receivables pledged   170,196       188,754  
Prepaid expenses and other current assets   49,077       52,140  
Total current assets   1,409,087       1,606,251  
Software, property and equipment, net   12,023       15,083  
Intangible assets, net   123,184       139,805  
Other non-current assets, net   31,010       40,708  
Total assets $ 1,575,304     $ 1,801,847  
Liabilities and Stockholders’ Equity      
Current liabilities:      
Custodial funds due to customers $ 464,116     $ 527,307  
Accounts payable   8,658       2,647  
Accrued expenses   27,854       42,679  
Third party loans   75,469       75,151  
Related party loans   367,182       403,931  
Funding debt   153,247       154,374  
Other current liabilities   25,228       34,315  
Total current liabilities   1,121,754       1,240,404  
Non-current liabilities:      
Lease liabilities   11,098       20,570  
Total non-current liabilities   11,098       20,570  
Total liabilities   1,132,852       1,260,974  
Commitments and contingencies      
Stockholders’ equity:      
Class A common stock, par value $0.001 per share; 1,000,000 shares authorized; 55,905 and 42,329 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively   57       43  
Class B common stock, par value $0.001 per share; 100,000 shares authorized; 75,127 shares issued and outstanding as of September 30, 2026 and December 31, 2025   75       75  
Preferred stock, par value $0.001 per share; 20,000 shares authorized, no shares issued and outstanding as of September 30, 2026 and December 31, 2025   —       —  
Treasury stock at cost; 1,392 and 284 shares as of September 30, 2026 and December 31, 2025, respectively   (572 )     (568 )
Additional paid-in capital   2,760,587       2,583,689  
Accumulated other comprehensive income   894       887  
Accumulated deficit   (2,318,589 )     (2,043,253 )
Total stockholders’ equity   442,452       540,873  
Total liabilities and stockholders’ equity $ 1,575,304     $ 1,801,847  
               


Gemini Space Station, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except per share data)
(unaudited)
 
  Three Months Ended September 30,   Nine Months Ended September 30,
    2026       2025       2026       2025  
Revenue:              
Net revenue $ 39,203     $ 49,775     $ 131,485     $ 117,689  
Other revenue   1,678       843       5,143       1,540  
Total revenue   40,881       50,618       136,628       119,229  
Operating expenses:              
Salaries and compensation   56,376       82,523       170,027       153,624  
Technology   19,551       20,317       60,399       54,790  
General and administrative   19,804       19,335       62,069       52,582  
Transaction losses   10,615       7,693       41,852       15,376  
Sales and marketing   8,271       32,926       36,160       58,084  
Transaction processing   5,287       8,617       16,273       19,028  
Total operating expenses   119,904       171,411       386,780       353,484  
Operating loss   (79,023 )     (120,793 )     (250,152 )     (234,255 )
Other income (expense):              
Realized and unrealized gain (loss) on crypto assets and receivable, crypto assets pledged   135,946       106,809       (25,751 )     144,664  
Realized and unrealized gain (loss) on related party crypto loans   (110,208 )     (83,096 )     15,545       (145,144 )
Change in fair value on related party convertible notes   —       (8,178 )     —       (25,789 )
Change in fair value on related party loans   —       (24,989 )     —       (119,309 )
Interest expense on related party loans   (3,166 )     (17,847 )     (9,191 )     (48,090 )
Interest expense on third party loans   (1,438 )     (4,655 )     (5,039 )     (11,148 )
Interest expense on funding debt   (2,427 )     (314 )     (7,475 )     (314 )
Other income (expense), net   1,683       (7,637 )     6,771       (8,727 )
Total other income (expense), net   20,390       (39,907 )     (25,140 )     (213,857 )
Net loss before income taxes   (58,633 )     (160,700 )     (275,292 )     (448,112 )
Income tax benefit (provision)   (1 )     1,186       (44 )     6,122  
Net loss $ (58,634 )   $ (159,514 )   $ (275,336 )   $ (441,990 )
Net loss per share attributable to common stockholders              
Basic $ (0.46 )   $ (6.67 )   $ (2.25 )   $ (39.02 )
Diluted $ (0.46 )   $ (6.67 )   $ (2.25 )   $ (39.02 )
Weighted average shares outstanding – basic and diluted:   128,456       23,931       122,147       11,327  
Net loss $ (58,634 )   $ (159,514 )   $ (275,336 )   $ (441,990 )
Other comprehensive income (loss):              
Foreign currency translation, net of tax   109       (792 )     7       1,117  
Change in fair value attributable to instrument-specific credit risk   —       —       —       3,271  
Total other comprehensive income (loss)   109       (792 )     7       4,388  
Comprehensive loss $ (58,525 )   $ (160,306 )   $ (275,329 )   $ (437,602 )
                               


Gemini Space Station, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
  Nine Months Ended September 30,
    2026       2025  
Cash flows from operating activities      
Net loss $ (275,336 )   $ (441,990 )
Adjustments to reconcile net loss to net cash used in operating activities      
Depreciation and amortization   22,126       23,189  
Impairment   1,327       —  
Change in fair value on related party convertible notes   —       25,789  
Change in fair value on related party loans   —       119,309  
Realized and unrealized loss (gain) on crypto assets and receivable, crypto assets pledged   25,751       (144,664 )
Realized and unrealized loss (gain) on related party crypto loans   (15,545 )     145,144  
Provision for transaction losses   41,852       15,376  
Stock-based compensation   77,152       48,959  
Crypto assets received as revenue   (6,376 )     (23,680 )
Crypto asset payments for expenses   28,651       33,629  
Warrants received as revenue   (6,031 )     (2,098 )
Non-cash lease expense   4,460       3,105  
Realized and unrealized gain on derivatives   (2,300 )     (561 )
Other operating activities, net   3,336       (610 )
Changes in operating assets and liabilities:      
Purchase of crypto assets   (639,161 )     (143,037 )
Disposal of crypto assets   621,400       212,360  
Accounts receivable   (30,124 )     (11,603 )
Other assets   (3,012 )     137,210  
Accounts payable and accrued expenses   (7,591 )     (11,142 )
Payables due to related parties   1,736       29,540  
Payables due to third parties   (80 )     5,913  
Payables due for funding debt   173       314  
Lease liabilities   (6,019 )     (4,359 )
Other liabilities   (3,262 )     (96,292 )
Net cash used in operating activities   (166,873 )     (80,199 )
Cash flows from investing activities      
Proceeds from disposal of crypto assets   76,132       93,809  
Purchases of credit card receivables   (1,429,911 )     (646,827 )
Proceeds from repayments of credit card receivables   1,441,190       561,829  
Capitalization of internally developed software costs   (1,986 )     (3,501 )
Purchase of software, property and equipment   (475 )     (1,507 )
Other investing activities, net   140       (59 )
Net cash provided by investing activities   85,090       3,744  
Cash flows from financing activities      
Proceeds from issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and offering costs   —       397,306  
Proceeds from issuance of common stock in connection with concurrent private placement with Nasdaq   —       50,000  
Custodial funds due to customers, net of redemptions   (63,661 )     (40,455 )
Proceeds from related party loans   —       15,100  
Proceeds from third party loan, net of discount   75,000       74,250  
               

Gemini Space Station, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
  Nine Months Ended September 30,
    2026       2025  
Proceeds from funding debt   1,249,530       99,040  
Repayment of funding debt   (1,250,831 )     (50,150 )
Repayment of third party loans   (75,000 )     —  
Payment of withholding taxes on settlement of restricted stock units   (240 )     (6,929 )
Payment for tax withholdings related to net share settlements of equity awards   (4 )     (568 )
Net cash provided by (used in) financing activities   (65,206 )     537,594  
Net increase (decrease) in cash, cash equivalents, restricted cash and cash equivalents   (146,989 )     461,139  
Cash, cash equivalents, restricted cash and cash equivalents, beginning of period   894,848       646,858  
Cash, cash equivalents, restricted cash and cash equivalents, end of period $ 747,859     $ 1,107,997  
       
Cash, cash equivalents, restricted cash and cash equivalents consisted of the following:      
Cash and cash equivalents $ 194,120     $ 487,462  
Restricted cash and cash equivalents   89,432       87,731  
Customer custodial funds   464,307       532,804  
Total cash, cash equivalents, restricted cash and cash equivalents $ 747,859     $ 1,107,997  
       
Supplemental disclosure of cash flow information      
Cash paid during the period for interest $ 12,176     $ 23,635  
Cash paid during the period for income taxes, net of refunds   470       531  
       
Supplemental schedule of non-cash investing and financing activities      
Conversion of related party loans and related party convertible notes to common stock in connection with initial public offering $ —     $ 804,297  
Conversion of convertible preferred units to common stock in connection with initial public offering   —       534,368  
Related party loans received in crypto assets   223,980       418,458  
Conversion of related party loans into related party convertible notes   —       246,245  
Repayments of related party loans denominated in crypto assets   246,920       151,378  
Issuance of common stock in exchange for crypto assets   100,000       —  
Credit card receivables posted (returned) as collateral for funding debt, net   (18,558 )     67,918  
Receivable for crypto assets pledged as collateral for third-party loans, net   —       46,096  
Crypto assets posted (returned) as collateral for derivatives, net   (904 )     6,007  
Repayment of third party loan interest denominated in crypto   —       5,417  
Deferred offering costs not yet paid   —       6,141  
Change in fair value attributable to instrument-specific credit risk   —       3,271  
               


Reconciliation of Non-GAAP Financial Measures

Adjusted EBITDA (in thousands) Q3’25   Q4’25   Q1’26   Q2’26   Q3’26
Net loss $ (159,514 )   $ (140,823 )   $ (108,978 )   $ (107,724 )   $ (58,634 )
Adjusted to exclude the following:                  
Provision for (benefit from) income taxes   (1,186 )     135       21       22       1  
Interest expense   22,816       10,782       7,598       7,076       7,031  
Depreciation and amortization   7,672       7,534       7,482       7,298       7,346  
Stock-based compensation expense   45,751       35,997       24,178       20,304       32,670  
Impairment   —       650       —       —       —  
Restructuring charges(1)   —       —       7,866       —       —  
Non-recurring legal contingencies, settlements, and related costs   —       —       424       —       —  
Change in fair value on related party convertible notes   8,178       —       —       —       —  
Change in fair value on related party loans   24,989       —       —       —       —  
Non-recurring gain related to conversion of convertible notes and term loans   —       (5,841 )     —       —       —  
Unrealized foreign exchange loss (gain)   (1,087 )     (591 )     1,484       (1,010 )     (4 )
Adjusted EBITDA $ (52,381 )   $ (92,157 )   $ (59,925 )   $ (74,034 )   $ (11,590 )
__________________                  
(1) Includes impairment charges in connection with the restructuring of $1.3 million.

Adjusted Operating Loss (in thousands) Q3’25   Q4’25   Q1’26   Q2’26   Q3’26
Operating loss $ (120,793 )   $ (111,401 )   $ (94,188 )   $ (76,941 )   $ (79,023 )
Adjusted to exclude the following:                  
Depreciation and amortization   7,672       7,534       7,482       7,298       7,346  
Stock-based compensation   45,751       35,997       24,178       20,304       32,670  
Impairment   –       650       —       —       —  
Restructuring charges(1)   –       –       7,866       —       —  
Non-recurring legal contingencies, settlements, and related costs   –       –       424       —       —  
Adjusted Operating Loss $ (67,370 )   $ (67,220 )   $ (54,238 )   $ (49,339 )   $ (39,007 )
__________________                  
(1) Includes impairment charges in connection with the restructuring of $1.3 million.
 


Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. These statements include, but are not limited to, statements regarding our operating results and financial position; anticipated future expenses, including our financial outlook, and investments; expectations regarding our liquidity, capital resources, indebtedness, financing arrangements and ability to obtain additional capital or financing; expectations relating to certain of our key financial and operating metrics; our business strategy and plans, including expectations related to our full-stack end-to-end marketplace and super app strategy; expectations relating to legal and regulatory proceedings; expectations relating to our industry, the regulatory environment, market conditions, trends, and growth; expectations relating to customer behaviors and preferences; our market position; potential market opportunities; and our objectives for future operations. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s expectations, assumptions, and projections based on information available at the time the statements were made. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including, among others: our ability to successfully execute our business and growth strategy and generate future profitability; market acceptance of our products and services; our ability to further penetrate our existing customer base and expand our customer base; our ability to develop new products and services and achieve customer adoption of them; our ability to obtain applicable regulatory approvals; the success or anticipated timing of any acquisitions, partnerships, or investments that we enter into; the possibility of adverse developments in pending litigation; the risk that the outcome of currently ongoing and potential future regulatory litigation and/or enforcement actions, as well as potential changes in federal or state law, could immediately or subsequently prevent us from offering, or continuing to offer, sports contracts or event contracts altogether; the effects of increased competition in our markets; our ability to stay in compliance with applicable laws and regulations; stock price fluctuations; market conditions across the cryptoeconomy, including crypto price volatility; and general market, political, and economic conditions, including interest rate fluctuations, inflation, tariffs, instability in the global banking system, economic downturns, and other global events, including regional wars and conflicts and government shutdowns. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, our actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Further information on risks that could cause actual results to differ materially from anticipated results is included, or will be included, in our filings we make with the Securities and Exchange Commission from time to time, including our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Non-GAAP Financial Measures

Adjusted EBITDA

Management believes that Adjusted EBITDA, which is a measure not presented in accordance with GAAP, provides investors with additional useful information in evaluating our performance. We use this non-GAAP measure internally to evaluate performance and to make financial, investment and operational decisions. We believe that presentation of this non-GAAP measure provides investors with greater transparency with respect to our operating results and that this measure is useful for period-to-period comparisons of results. Management also believes that providing this non-GAAP measure helps investors evaluate the Company’s operating performance, profitability and business trends in a way that is consistent with how management evaluates such matters.

We define Adjusted EBITDA as net income (loss), adjusted to exclude provision for (benefit from) income taxes, interest expense, depreciation and amortization, stock-based compensation expense, impairment, restructuring charges, non-recurring legal contingencies, settlement and related costs, change in fair value on related party convertible notes, change in fair value on related party loans, gain on conversion of convertible notes and term loans, and unrealized foreign exchange loss (gain). Among other non-cash and non-recurring items, Adjusted EBITDA excludes stock-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy. In addition, on February 5, 2026, the Company announced its plans to wind down operations in the United Kingdom, European Union, other European jurisdictions, and Australia. As such, beginning with the quarter ended March 31, 2026, Adjusted EBITDA also excludes related restructuring charges, which primarily relate to workforce reductions, lease exit costs, and other actions taken to streamline our operations and that we believe are unusual in nature and/or infrequent in occurrence and are not indicative of our ongoing operating activities.

Adjusted Operating Loss

Management believes that Adjusted Operating Loss, which is a measure not presented in accordance with GAAP, may provide investors with additional useful information in evaluating our operating performance and operating leverage. We use this non-GAAP measure to evaluate the efficiency of our cost structure, the relationship between revenue growth and operating expenses, and the progress of our ongoing operations. We believe that presentation of this non-GAAP measure provides investors with greater transparency with respect to our operating results by removing the effects of certain non-cash items and other adjustments that management believes may obscure our underlying operational performance, and that this measure is useful for period-to-period comparisons of results.

We define Adjusted Operating Loss as operating loss, adjusted to exclude depreciation and amortization, stock-based compensation, impairment, restructuring charges, and non-recurring legal contingencies, settlement and related costs.

Other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other non-GAAP measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as a tool for comparison. A reconciliation of these non-GAAP measures is provided in this earnings release to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business. These non-GAAP financial measures are presented for supplemental informational purposes only, have limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.

Key Performance Metrics

In addition to the measures presented in our unaudited condensed consolidated financial statements, management uses key performance metrics to help evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions. Our key performance metrics include MTUs, LTUs, Card Sign-Ups, Trading Volume, and Assets on Platform. Definitions of these key performance metrics can be found below:

  • Monthly Transacting User: any retail or institutional user who has engaged in any revenue-generating activity or whose account otherwise generated revenue for the Company in the trailing thirty days. MTUs presented for a quarter represent the MTUs as of the last day of the respective quarter. MTUs presented as of the end of a year represent the MTUs as of the last day of that year.
  • Lifetime Transacting User: LTUs represent the cumulative number of unique MTUs who have ever transacted on our platform and continue to maintain an open account, measured since inception.
  • Card Sign-Ups: the cumulative number of approved applications for the Gemini Credit Card in the relevant period. Card Sign-Ups include customers who have been approved to open an account, regardless of whether they have subsequently activated or used their card or whether the account later remains open.
  • Trading Volume: the total U.S. dollar equivalent value of spot matched trades transacted between a buyer and seller through our platform during the period of measurement, including trades in which our affiliated market maker is a counterparty.
  • Assets on Platform: the total value of assets held on our platform and includes digital assets in custody, staking, and exchange products, user custodial fiat, and GUSD reserve assets.

For more information and a more detailed discussion of our Key Performance Metrics, refer to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 that has been filed with the SEC.

Channels for Disclosure of Information

As a reminder, we announce material information to the public through filings with the SEC, the investor relations page on our website (investors.gemini.com), the blog on our website (www.gemini.com/blog), press releases, public conference calls, public webcasts, our X account (@gemini), and our LinkedIn page. The information disclosed in the foregoing channels could be deemed to be material information and we use these channels for complying with our disclosure obligations under Regulation FD. As such, we encourage investors, the media, and others to monitor the channels listed above and to review the information disclosed through such channels.

About Gemini
Gemini (NASDAQ: GEMI) is a crypto and markets company founded by Cameron and Tyler Winklevoss in 2014. Gemini offers a wide range of crypto and markets products and services for individuals and institutions. Gemini’s simple, reliable, and secure products are built to unlock the next era of financial, creative, and personal freedom.

Contact

Investors
Gemini Investor Relations
Email: investors@gemini.com

Press
Gemini Press Team
Email: press@gemini.com

HOUSTON, Nov. 12, 2026 (GLOBE NEWSWIRE) — Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced financial and operating results for the third quarter of 2026.

Key Q3 2026 Highlights

  • Generated third quarter 2026 sales volumes of 11,359 barrels of oil equivalent per day (“Boe/d”) (~43% oil, 69% liquids)
  • Ended the quarter with $92.1 million of cash and cash equivalents and net debt (term loan indebtedness less cash and cash equivalents) of $70.4 million, down from $74.2 million at June 30, 2026 and $163.3 million at September 30, 2025.
  • Placed 17.1 million shares of common stock under its at-the-market (“ATM”) program for net proceeds of $28.4 million. Subsequent to September 30, 2026, the Company placed 25,000 additional shares.
  • Commenced drilling operations under the previously announced joint exploration and development agreement (“JEDA”). Subsequent to quarter end, have reached total depth on the four-well pad ahead of plan by over 25 days and under budget by more than $1.5 million gross cost. Completions will commence in late fourth quarter 2026 or early first quarter 2027.
  • Appointed John “Brad” Juneau to the board of directors effective September 30, 2026.
  • Executed a transformative midstream transaction on November 11, 2026 to transport the Company’s crude via pipeline rather than trucking. This transaction will significantly lower gathering costs as well as mitigate environment, health and safety risks.

Management Comments

During the third quarter of 2026, the Company returned to active drilling operations. The drilling performance on the first four wells of the JEDA has exceeded expectations by significant margins. The Company has contracted the rig for an additional four wells, and the rig is currently mobilizing to the next drilling location. Our partner in the JEDA has indicated their desire to participate in the next 4 wells. The Company also exceeded internal oil production targets for the third quarter of 2026, producing an average 4,915 net barrels oil per day versus a target of 4,835 net barrels oil per day.

Financing activities under the ATM program during the third quarter of 2026 have completed the transformation of our balance sheet. Following the close of the third quarter, the Company ceased nearly all trading under the ATM and maintains its commitment of judicious use of the facility going forward. Transition from trucking to transportation of oil via pipeline is a gamechanger for the Company and represents the culmination of years of multi-party negotiations.

“Our commitment to operational excellence has shown in our third quarter results. I’m proud of the team and look forward to continued execution,” said Daniel Rohling, COO of Battalion.

Results of Operations

Average daily net production and total operating revenue during the third quarter of 2026 were 11,359 Boe/d (43% oil) and $45.6 million, respectively, as compared to production and revenue of 12,293 Boe/d (53% oil) and $43.5 million, respectively, during the third quarter of 2025. The increase in revenues in the third quarter of 2026 as compared to the third quarter of 2025 is primarily attributable to a $5.13 increase per Boe in average realized prices (excluding the impact of hedges) partially offset by lower production primarily resulting from the disposition of volumes associated with the West Quito sale. Excluding the impact of hedges, Battalion realized approximately 98% of the average NYMEX oil price during the third quarter of 2026. Realized hedge losses totaled approximately $6.5 million during the third quarter of 2026.

Lease operating and workover expense was $10.40 per Boe in the third quarter of 2026 versus $11.69 per Boe in the third quarter of 2025. The decrease in lease operating and workover expense per Boe year-over-year is primarily the result of lower maintenance, power, and chemical costs. Gathering and other expenses were $12.57 per Boe in the third quarter of 2026 versus $9.02 per Boe in the third quarter of 2025. The increase in gathering and other expenses per Boe is primarily related to greater throughput volumes resulting from entry into a long-term processing agreement with a publicly traded large-cap midstream provider in January 2026. General and administrative expenses were $3.71 per Boe in the third quarter of 2026 compared to $2.73 per Boe in the third quarter of 2025. The increase in general and administrative expenses for the third quarter of 2026 is primarily due to higher professional fees including legal costs. Excluding non-recurring charges, general and administrative expenses would have been $3.29 per Boe in the third quarter of 2026.

For the third quarter of 2026, the Company reported a net loss available to common stockholders of $41.1 million and a net loss of $0.75 per share available to common stockholders, primarily reflecting a $44.8 million net loss on derivative contracts, of which $38.4 million was a non-cash unrealized mark-to-market loss. After adjusting for selected items, the Company reported an adjusted diluted net loss available to common stockholders for the third quarter of 2026 of $2.4 million or an adjusted diluted net loss of $0.04 per common share compared to an adjusted diluted net loss available to common stockholders for the third quarter of 2025 of $15.7 million or an adjusted diluted net loss of $0.96 per common share (see Reconciliation for additional information). Adjusted EBITDA during the quarter ended September 30, 2026 was $10.1 million as compared to $18.9 million during the quarter ended September 30, 2025 (see Adjusted EBITDA Reconciliation table for additional information). The Company generated net cash flows from operating activities of $1.6 million for the quarter ended September 30, 2026 compared to $28.0 million for the quarter ended September 30, 2025.

Liquidity and Balance Sheet

As of September 30, 2026, the Company had $162.5 million of term loan indebtedness outstanding and total liquidity made up of cash and cash equivalents of $92.1 million.

Forward Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not strictly historical statements constitute forward-looking statements. Forward-looking statements include, among others, statements about anticipated production, liquidity, capital spending, drilling and completion plans, and forward guidance. Forward-looking statements may often, but not always, be identified by the use of such words such as “expects”, “believes”, “intends”, “anticipates”, “plans”, “estimates”, “projects,” “potential”, “possible”, or “probable” or statements that certain actions, events or results “may”, “will”, “should”, or “could” be taken, occur or be achieved. Forward-looking statements are based on current beliefs and expectations and involve certain assumptions or estimates that involve various risks and uncertainties that could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC’s website at www.sec.gov or through the Company’s website at www.battalionoil.com. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. The Company has no duty, and assumes no obligation, to update forward-looking statements as a result of new information, future events or changes in the Company’s expectations.

About Battalion

Battalion Oil Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States.

Contact

Matthew B. Steele
Chief Executive Officer & Principal Financial Officer
832-538-0300

BATTALION OIL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share amounts)
                         
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
    2026     2025     2026     2025  
Operating revenues:                        
Oil, natural gas and natural gas liquids sales:                        
Oil   $ 37,987     $ 38,325     $ 123,421     $ 114,316  
Natural gas     2,380       853       (6,017 )     4,611  
Natural gas liquids     5,080       4,208       15,083       14,420  
Total oil, natural gas and natural gas liquids sales     45,447       43,386       132,487       133,347  
Other     197       96       460       422  
Total operating revenues     45,644       43,482       132,947       133,769  
                         
Operating expenses:                        
Production:                        
Lease operating     10,026       12,389       29,309       33,417  
Workover and other     849       839       2,489       4,581  
Taxes other than income     1,723       2,622       7,028       7,944  
Gathering and other     13,139       10,199       36,657       33,157  
General and administrative     3,879       3,085       12,205       10,065  
Depletion, depreciation and accretion     11,060       13,522       35,644       40,541  
Total operating expenses     40,676       42,656       123,332       129,705  
Income from operations     4,968       826       9,615       4,064  
                         
Other income (expenses):                        
Net (loss) gain on derivative contracts     (44,831 )     5,180       (79,744 )     26,030  
Interest expense and other     (3,637 )     (6,741 )     (13,478 )     (20,010 )
Loss on extinguishment of debt     —       —       (862 )     —  
Total other (expenses) income     (48,468 )     (1,561 )     (94,084 )     6,020  
(Loss) income before income taxes     (43,500 )     (735 )     (84,469 )     10,084  
Income tax benefit (provision)     —       —       —       —  
Net (loss) income   $ (43,500 )   $ (735 )   $ (84,469 )   $ 10,084  
Preferred dividends     (201 )     (14,279 )     (8,532 )     (34,369 )
Deemed contribution – preferred stock repurchase     2,593       —       2,593       —  
Net loss available to common stockholders   $ (41,108 )   $ (15,014 )   $ (90,408 )   $ (24,285 )
                         
Net loss per share of common stock available to common stockholders:                        
Basic   $ (0.75 )   $ (0.91 )   $ (2.74 )   $ (1.48 )
Diluted   $ (0.75 )   $ (0.91 )   $ (2.74 )   $ (1.48 )
Weighted average common shares outstanding:                        
Basic     54,686       16,457       32,980       16,457  
Diluted     54,686       16,457       32,980       16,457  

BATTALION OIL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands, except share and per share amounts)
             
    September 30, 2026   December 31, 2025
Current assets:            
Cash and cash equivalents   $ 92,091     $ 27,965  
Accounts receivable, net     25,644       12,071  
Assets from derivative contracts     2,672       16,145  
Restricted cash     91       91  
Prepaids and other     589       892  
Total current assets     121,087       57,164  
Oil and natural gas properties (full cost method):            
Evaluated     840,724       890,050  
Unevaluated     54,334       48,025  
Gross oil and natural gas properties     895,058       938,075  
Less: accumulated depletion     (582,880 )     (547,982 )
Net oil and natural gas properties     312,178       390,093  
Other operating property and equipment:            
Other operating property and equipment     4,692       4,678  
Less: accumulated depreciation     (2,856 )     (2,807 )
Net other operating property and equipment     1,836       1,871  
Other noncurrent assets:            
Assets from derivative contracts     3,822       7,350  
Operating lease right of use assets     7,152       840  
Other assets     3,867       3,360  
Total assets   $ 449,942     $ 460,678  
             
Current liabilities:            
Accounts payable and accrued liabilities   $ 46,664     $ 39,734  
Liabilities from derivative contracts     31,447       633  
Current portion of long-term debt     4,063       22,510  
Operating lease liabilities     1,398       764  
Total current liabilities     83,572       63,641  
Long-term debt, net     154,239       180,955  
Other noncurrent liabilities:            
Liabilities from derivative contracts     18,328       1,692  
Asset retirement obligations     18,832       20,837  
Operating lease liabilities     5,913       104  
Commitments and contingencies            
Temporary equity:            
Redeemable convertible preferred stock: 138,000 shares            
of $0.0001 par value authorized, issued and outstanding,            
$193,757 aggregate liquidation preference at December 31, 2025     —       226,241  
Stockholders’ equity (deficit):            
Redeemable convertible preferred stock: 103,041 shares            
of $0.0001 par value authorized, issued and outstanding,            
$162,821 aggregate liquidation preference at September 30, 2026     175,083       —  
Common stock: 100,000,000 shares of $0.0001 par value authorized;            
59,481,510 and 16,456,563 shares issued and outstanding at            
September 30, 2026 and December 31, 2025, respectively     6       2  
Additional paid-in capital     351,434       240,202  
Accumulated deficit     (357,465 )     (272,996 )
Total stockholders’ equity (deficit)     169,058       (32,792 )
Total liabilities, temporary equity and stockholders’ equity   $ 449,942     $ 460,678  

BATTALION OIL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
                         
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
    2026     2025     2026     2025  
Cash flows from operating activities:                        
Net (loss) income   $ (43,500 )   $ (735 )   $ (84,469 )   $ 10,084  
Adjustments to reconcile net (loss) income to net cash                        
provided by operating activities:                        
Depletion, depreciation and accretion     11,060       13,522       35,644       40,541  
Stock-based compensation, net     115       —       536       (109 )
Unrealized loss (gain) on derivative contracts     38,378       (1,044 )     64,450       (20,120 )
Amortization of deferred financing costs     320       388       932       1,180  
Loss on extinguishment of debt     —       —       862       —  
Accrued settlements on derivative contracts     2,906       613       5,301       76  
Other     126       84       133       193  
Cash flows from operations before changes in working capital     9,405       12,828       23,389       31,845  
Changes in working capital     (7,764 )     15,145       (10,865 )     19,064  
Net cash provided by operating activities     1,641       27,973       12,524       50,909  
                         
Cash flows from investing activities:                        
Oil and natural gas capital expenditures     (5,276 )     (16,483 )     (13,094 )     (69,573 )
Proceeds received from sale of oil and natural gas assets     (1,245 )     —       58,810       —  
Other operating property and equipment capital expenditures     —       —       —       (14 )
Other     (315 )     (5 )     (329 )     (375 )
Net cash (used in) provided by investing activities     (6,836 )     (16,488 )     45,387       (69,962 )
                         
Cash flows from financing activities:                        
Proceeds from borrowings     —       —       —       63,000  
Repayments of borrowings     —       (5,651 )     (45,635 )     (11,329 )
Debt issuance costs     (258 )     —       (1,322 )     (1,875 )
Proceeds from issuance of common stock     28,294       —       72,222       —  
Preferred stock repurchase     (19,050 )     —       (19,050 )     —  
Net cash provided by (used in) financing activities     8,986       (5,651 )     6,215       49,796  
                         
Net increase in cash, cash equivalents and restricted cash     3,791       5,834       64,126       30,743  
                         
Cash, cash equivalents and restricted cash at beginning of period     88,391       44,712       28,056       19,803  
Cash, cash equivalents and restricted cash at end of period   $ 92,182     $ 50,546     $ 92,182     $ 50,546  

BATTALION OIL CORPORATION
SELECTED OPERATING DATA (Unaudited)
                         
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
    2026     2025     2026     2025  
Production volumes:                        
Crude oil (MBbls)     452       599       1,490       1,752  
Natural gas (MMcf)     1,969       1,778       6,035       5,713  
Natural gas liquids (MBbls)     265       236       811       680  
Total (MBoe)     1,045       1,131       3,307       3,384  
Average daily production (Boe/d)     11,359       12,293       12,114       12,396  
                         
Average prices:                        
Crude oil (per Bbl)   $ 84.04     $ 63.98     $ 82.83     $ 65.25  
Natural gas (per Mcf)     1.21       0.48       (1.00 )     0.81  
Natural gas liquids (per Bbl)     19.17       17.83       18.60       21.21  
Total per Boe     43.49       38.36       40.06       39.41  
                         
Cash effect of derivative contracts:                        
Crude oil (per Bbl)   $ (17.29 )   $ 1.48     $ (16.19 )   $ (1.42 )
Natural gas (per Mcf)     0.73       1.83       1.48       1.47  
Natural gas liquids (per Bbl)     (0.31 )     —       (0.10 )     —  
Total per Boe     (6.18 )     3.66       (4.62 )     1.75  
                         
Average prices computed after cash effect of settlement of derivative contracts:                        
Crude oil (per Bbl)   $ 66.75     $ 65.46     $ 66.64     $ 63.83  
Natural gas (per Mcf)     1.94       2.31       0.48       2.28  
Natural gas liquids (per Bbl)     18.86       17.83       18.50       21.21  
Total per Boe     37.31       42.02       35.44       41.16  
                         
Average cost per Boe:                        
Production:                        
Lease operating   $ 9.59     $ 10.95     $ 8.86     $ 9.88  
Workover and other     0.81       0.74       0.75       1.35  
Taxes other than income     1.65       2.32       2.13       2.35  
Gathering and other     12.57       9.02       11.08       9.80  
General and administrative, as adjusted (1)     3.29       2.44       3.05       2.50  
Depletion     10.36          11.64       10.55       11.64  
                         
(1) Represents general and administrative costs per Boe, adjusted for items noted in the reconciliation below:
                         
General and administrative:                        
General and administrative, as reported   $ 3.71     $ 2.73     $ 3.70     $ 2.97  
Stock-based compensation:                        
Non-cash     (0.12 )     –       (0.17 )     (0.01 )
Non-recurring charges and other:                        
Cash     (0.30 )     (0.29 )     (0.48 )     (0.46 )
General and administrative, as adjusted(2)   $ 3.29     $ 2.44     $ 3.05     $ 2.50  
                         
Total operating costs, as reported   $ 28.33     $ 25.76     $ 26.52     $ 26.35  
Total adjusting items     (0.42 )     (0.29 )     (0.65 )     (0.47 )
Total operating costs, as adjusted(3)   $ 27.91     $ 25.47     $ 25.87     $ 25.88  


(2) General and administrative, as adjusted, is a non-GAAP measure that excludes non-cash stock-based compensation charges relating to equity awards under our incentive stock plan, as well as other cash charges associated with non-recurring charges and other. The Company believes that it is useful to understand the effects that these charges have on general and administrative expenses and total operating costs and that exclusion of such charges is useful for comparison to prior periods.
(3) Represents lease operating expense, workover and other expense, taxes other than income, gathering and other expense and general and administrative costs per Boe, adjusted for items noted in the reconciliation above.

BATTALION OIL CORPORATION
RECONCILIATION (Unaudited)
(In thousands, except per share amounts)
                         
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
    2026     2025     2026     2025  
As Reported:                        
Net loss available to common stockholders – diluted (1)   $ (41,108 )   $ (15,014 )   $ (90,408 )   $ (24,285 )
                         
Impact of Selected Items:                        
Unrealized loss (gain) on derivatives contracts:                        
Crude oil   $ 34,794     $ 841     $ 61,789     $ (21,485 )
Natural gas     2,167       (1,885 )     1,244       1,365  
Natural gas liquids     1,417       —       1,417       —  
Total mark-to-market non-cash charge     38,378       (1,044 )     64,450       (20,120 )
Loss on extinguishment of debt     —       —       862       —  
Non-recurring charges     312       324       1,601       1,546  
Selected items, before income taxes     38,690       (720 )     66,913       (18,574 )
Income tax effect of selected items     —       —       —       —  
Selected items, net of tax     38,690       (720 )     66,913       (18,574 )
                         
Net loss available to common stockholders, as adjusted   $ (2,418 )   $ (15,734 )   $ (23,495 )   $ (42,859 )
                         
Diluted net loss per common share, as reported   $ (0.75 )   $ (0.91 )   $ (2.74 )   $ (1.48 )
Impact of selected items (3)     0.71       (0.05 )     2.03       (1.12 )
Diluted net loss per common share, excluding selected items (2)   $ (0.04 )   $ (0.96 )   $ (0.71 )   $ (2.60 )
                         
                         
Net cash provided by (used in) operating activities   $ 1,641     $ 27,973     $ 12,524     $ 50,909  
Changes in working capital     7,764       (15,145 )     10,865       (19,064 )
Cash flows from operations before changes in working capital     9,405       12,828       23,389       31,845  
Cash components of selected items     (2,594 )     (289 )     (3,700 )     1,470  
Income tax effect of selected items     —       —       —       —  
Cash flows from operations before changes in working capital, adjusted for selected items (2)   $ 6,811     $ 12,539     $ 19,689     $ 33,315  


(1) Amount reflects net loss available to common stockholders on a diluted basis for earnings per share purposes as calculated using the two-class method of computing earnings per share which is further described in Note 14, Earnings Per Share in our Form 10-K for the year ended December 31, 2025.
(2) Diluted net loss per common share excluding selected items and cash flows from operations before changes in working capital adjusted for selected items are non-GAAP measures presented based on management’s belief that they will enable a user of the financial information to understand the impact of these items on reported results. These financial measures are not measures of financial performance under GAAP and should not be considered as an alternative to net income, earnings per share and cash flows from operations, as defined by GAAP. These financial measures may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.
(3) The impact of selected items for the three and nine months ended September 30, 2026 were calculated based upon weighted average diluted shares of 54.7 and 33.0 million, respectively, due to the net loss available to common stockholders, excluding selected items. The impact of selected items for the three and nine months ended September 30, 2025 were calculated based upon weighted average diluted shares of 16.5 million due to the net loss available to common stockholders, excluding selected items

BATTALION OIL CORPORATION
ADJUSTED EBITDA RECONCILIATION (Unaudited)
(In thousands)
                         
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
    2026     2025     2026     2025  
                         
Net (loss) income, as reported   $ (43,500 )   $ (735 )   $ (84,469 )   $ 10,084  
Impact of adjusting items:                        
Interest expense     4,632       7,318       15,597       21,848  
Depletion, depreciation and accretion     11,060       13,522       35,644       40,541  
Stock-based compensation     126       —       547       48  
Interest income     (903 )     (503 )     (1,839 )     (1,846 )
Loss on extinguishment of debt     —       —       862       —  
Unrealized loss (gain) on derivatives contracts     38,378       (1,044 )     64,450       (20,120 )
Non-recurring charges and other     312       324       1,601       1,546  
Adjusted EBITDA(1)   $ 10,105     $ 18,882     $ 32,393     $ 52,101  


(1) Adjusted EBITDA is a non-GAAP measure, which is presented based on management’s belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net (loss) income. This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.

BATTALION OIL CORPORATION
ADJUSTED EBITDA RECONCILIATION (Unaudited)
(In thousands)
                         
    Three Months   Three Months   Three Months   Three Months
    Ended   Ended   Ended   Ended
    September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025
                         
Net (loss) income, as reported   $ (43,500 )   $ 15,508     $ (56,477 )   $ 1,795  
Impact of adjusting items:                        
Interest expense     4,632       5,124       5,841       6,987  
Depletion, depreciation and accretion     11,060       12,222       12,362       11,603  
Asset impairment     —       —       —       1,072  
Stock-based compensation     126       421       —       —  
Interest income     (903 )     (612 )     (324 )     (414 )
Loss on extinguishment of debt     —       —       862       —  
Unrealized loss (gain) on derivatives contracts     38,378       (20,865 )     46,937       (9,313 )
Non-recurring charges and other     312       454       835       1,631  
Adjusted EBITDA(1)   $ 10,105     $ 12,252     $ 10,036     $ 13,361  
                         
Adjusted LTM EBITDA(1)   $ 45,754                    


(1) Adjusted EBITDA is a non-GAAP measure, which is presented based on management’s belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net (loss) income. This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.

BATTALION OIL CORPORATION
ADJUSTED EBITDA RECONCILIATION (Unaudited)
(In thousands)
                         
    Three Months   Three Months   Three Months   Three Months
    Ended   Ended   Ended   Ended
    September 30, 2025   June 30, 2025   March 31, 2025   December 31, 2024
                         
Net (loss) income, as reported   $ (735 )   $ 4,796     $ 6,023     $ (22,202 )
Impact of adjusting items:                        
Interest expense     7,318       7,341       7,189       6,135  
Depletion, depreciation and accretion     13,522       13,939       13,080       14,155  
Asset impairment     —       —       —       18,511  
Stock-based compensation     —       —       48       12  
Interest income     (503 )     (764 )     (579 )     (278 )
Loss on extinguishment of debt     —       —       —       7,489  
Unrealized (gain) loss on derivatives contracts     (1,044 )     (7,248 )     (11,828 )     1,648  
Change in fair value of embedded derivative liability     —       —       —       (761 )
Merger Termination Payment     —       —       —       (10,000 )
Non-recurring charges and other     324       73       1,149       3,310  
Adjusted EBITDA(1)   $ 18,882     $ 18,137     $ 15,082     $ 18,019  
                         
Adjusted LTM EBITDA(1)   $ 70,120                    


(1) Adjusted EBITDA is a non-GAAP measure, which is presented based on management’s belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net income (loss). This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion’s performance.

  • Total revenue of $129.5 million, an increase of 31% from the prior quarter
  • Quarterly sales volumes of 2.4 MMBoe, or approximately 26,117 Boe/d, a total volume increase of 21% from the prior quarter (77% liquids; 56% oil)
  • September exit rate production of approximately 30,229 Boe/d
  • Adjusted EBITDA of $65.3 million, an increase of 92% from the prior quarter

HOUSTON, Nov. 12, 2026 (GLOBE NEWSWIRE) — Prairie Operating Co. (Nasdaq: PROP) (the “Company,” “Prairie,” “we,” “our,” or “us”) – an independent energy company engaged in the development and acquisition of oil, natural gas, and natural gas liquids (“NGL”) resources in the Denver-Julesburg (DJ) Basin – today announced its financial and operational results for the quarter ended September 30, 2026.

THIRD QUARTER 2026 RESULTS SUMMARY

  • Sales volumes of 2.4 MMBoe, or 26,117 Boe/d, a total volume increase of 21% from the prior quarter, with 77% liquids (56% oil).
  • Revenue of $129.5 million, an increase of 31% from the prior quarter.
  • Net loss attributable to Prairie Operating Co. common stockholders of $34.0 million, or $0.26 per basic and $0.28 per diluted share.
  • Generated Adjusted EBITDA (1) of $65.3 million, an increase of 92% from the prior quarter.
  • Lease operating expense per Boe of $5.71, a decrease of 17% from the prior quarter.
  • Exit rate production of approximately 30,229 Boe/d.
  • General and administrative expenses decreased 24% from the prior quarter to $4.56 per Boe.

KEY HIGHLIGHTS FOR YEAR-TO-DATE 2026

  • Sales volumes of 6.5 MMBoe, or approximately 23,730 Boe/d, with 74% liquids (52% oil).
  • All 27 wells drilled across four pads were online at September 30, 2026.
  • Total revenue of $311.8 million, an increase of approximately 97% year-over-year.
  • Adjusted EBITDA (1) of $136.4 million, an increase of approximately 37% year-over-year.
  • Brought Burnett online at the end of August and Castor online at the end of September.
  • During the third quarter, extended the issuance date of the Series F Preferred Stock anniversary warrants to December 1, 2026.
  • Subsequent to quarter-end, production reached approximately 32,287 Boe/d.
(1)  Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” for the definition and a reconciliation of GAAP to non-GAAP financial measures used in this press release.
   

Greg Patton, Chief Executive Officer, commented:

“Prairie’s third-quarter results demonstrate the strength of our assets and the excellent work our team continues to deliver across our development program. Average daily sales volumes increased 21% from the prior quarter to 2.4 MMBoe or 26,117 Boe per day, driving revenue growth of 31% from the prior quarter to $129.5 million. We achieved that growth while reducing lease operating expense per Boe by 17% from the prior quarter, reflecting our continued focus on improving well performance and operating efficiency.”

“Our Burnett development is a significant step forward in demonstrating the value of Prairie’s acreage. Its production results supported the conversion of 30 gross possible locations to proved undeveloped locations within Genesis OGDP I, expanding our proved inventory and reducing uncertainty around nearby development. By bringing 37 wells across five pads online by the quarter-end, we have a stronger production base and even greater confidence in the opportunities ahead.”

Michael Shelly, Executive Vice President and Chief Financial Officer, added:

“Prairie generated $65.3 million of Adjusted EBITDA in the third quarter, an increase of 92% from the prior quarter, as sales volumes increased and unit operating costs declined. With Burnett and Castor now producing, our focus is on realizing the cash returns from the capital invested this year and carefully managing the spending required to sustain that production.”

“We continue to evaluate opportunities to refinance the remaining Series F preferred stock as part of our broader effort to strengthen Prairie’s balance sheet, improve financial flexibility and better align our capital structure with the scale of our operations. Our objective is to support Prairie’s operating momentum through disciplined financial management and capital allocation that creates sustainable, long-term shareholder value.”

Operations Update

During the third quarter of 2026, Prairie recorded sales volumes of 2,403 MBoe, an increase of 21% from the prior quarter, which equates to average daily sales volumes of 26,117 Boe/d. Oil represented approximately 56% of sales volumes, and liquids represented approximately 77%.

Operated and non-operated production reached a third-quarter peak of approximately 30,229 Boe/d at the end of September.  As a result of the wells being turned in line during the third quarter, production continued to increase following quarter-end, with production reaching approximately 32,287 Boe/d by early October.

Year to date, Prairie has drilled 27 wells across four pads, with 19 wells drilled in a single run. Year-to-date wells averaged approximately 18,700 feet in measured depth, an average rate of penetration of 380 feet per hour and an average spud-to-rig-release time of 6.2 days.

The four-well Burnett pad came online at the end of August, delivering successful initial production results that validate the quality and future development potential of Prairie’s acreage. Maximum initial production averaged approximately 722 Boe/d per well, with 81% oil on a two-stream basis, and cumulative gross production reached 131,490 Boe through October 20, 2026.

Completion activities on the six-well Castor pad were finalized in September, with the wells coming online at the end of September. The late-quarter start limited Castor’s contribution to third-quarter average production.

The strong drilling, completion and early production performance supported the conversion of 30 gross possible locations to proved undeveloped locations within the 5,700-acre Genesis OGDP I. These results reinforce the commercial viability of nearby undeveloped locations, de-risk Prairie’s near-term development inventory and provide greater confidence in future development across the project area. The Company remains focused on well performance, operating efficiency and disciplined capital allocation.

SUMMARY FINANCIAL HIGHLIGHTS

                                                         
  Three Months Ended     % Change   Three Months Ended     % Change     Nine Months Ended     % Change  
  Sept. 30,
2026
    June 30,
2026
    Q326 to
Q226
   Sept. 30,
2025
    Q326 to
Q325
    Sept. 30,
2026
      Sept. 30,
2025
(1)
    YTD
YoY
 
  (In thousands)
Total revenue $ 129,502     $ 98,859     31 %   $ 77,721     67 %     $ 311,778     $ 158,638       97 %
Net (loss) income attributable to Prairie Operating Co. common stockholders $ (33,994 )   $ 193,794     NM     $ (22,508 )   (51 )%     $ (14,597 )   $ (67,478 )     78 %
Adjusted EBITDA (2) $ 65,304     $ 34,010     92 %   $ 56,315     16 %     $ 136,446     $ 99,518       37 %
                                                           

NM: Percent not meaningful.

(1)  Total revenue and net loss attributable to Prairie Operating Co. common stockholders for the nine months ended September 30, 2025, includes revenues and related expenses attributable to the assets acquired from Bayswater Resources, LLC, Bayswater Fund III-A, LLC, Bayswater Fund III-B, LLC, Bayswater Fund IV-A, LP, Bayswater Fund IV-B, LP, Bayswater Fund IV-Annex, LP, and Bayswater Exploration & Production, LLC (collectively, “Bayswater”) beginning on March 26, 2025, the closing date of the Bayswater acquisition, through September 30, 2025.
(2)  Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” for the definition and a reconciliation of GAAP to non-GAAP financial measures used in this press release
   

Revenues, Sales Volumes, and Operational Metrics

Revenue for the third quarter of 2026 was $129.5 million, including $114.0 million related to oil, an increase in total revenue of 31% from the prior quarter. Sales volumes totaled 2,403 MBoe, or 26,117 Boe/d, and were comprised of approximately 56% oil and 77% liquids.

For the third quarter of 2026, lease operating expenses were $13.7 million, or $5.71 per Boe, a decline of 17% from the prior quarter on a per-Boe basis. Transportation and processing expenses were $2.4 million, or $1.00 per Boe; ad valorem and production taxes were $11.9 million, or $4.96 per Boe; and general and administrative expenses were $11.0 million, or $4.56 per Boe.

                                                             
                                                             
   Three Months Ended   % Change   Three
Months
Ended
  % Change   Nine Months Ended   % Change
  Sept. 30,
    June 30,   Q326 to   Sept. 30,   Q326 to   Sept. 30,   YTD 2026
  2026
    2026   Q226   2025   Q325   2026   2025 (1)   to 2025
Revenues (in thousands)                                                            
Oil revenue $ 113,969       $ 93,458       22 %     $ 64,906       76 %     $ 275,265     $ 133,635       106 %
Natural gas revenue (2) (3)   3,537         (4,292 )     182         5,099       (31 )%       8,201       7,645       7  
NGL revenue (3)   11,996         9,693       24         7,716       55         28,312       17,358       63  
Total revenues $ 129,502       $ 98,859       31 %     $ 77,721       67 %     $ 311,778     $ 158,638       97 %
                                                             
Sales volumes                                                            
Oil (MBbls)   1,349         992       36 %       1,106       22 %       3,340       2,149       55 %
Natural gas (MMcf)   3,359         3,299       2         3,513       (4 )       10,196       7,338       39  
NGL (MBbls)   494         448       10         428       15         1,439       957       50  
Total sales volumes (MBoe) (4)   2,403         1,990       21 %       2,120       13 %       6,478       4,329       50 %
% oil   56 %       50 %             52 %             52 %     50 %      
% liquids   77 %       72 %             72 %             74 %     72 %      
                                                             
Average sales volumes per day (Boe/d)   26,117         21,866       19 %       23,029       13 %       23,730       15,917       49 %
                                                             
Average realized price (excluding effects of derivatives)                                                            
Oil (per Bbl) $ 84.48       $ 94.21       (10 )%     $ 58.70       44 %     $ 82.41     $ 62.18       33 %
Natural gas (per Mcf) (2) (3)   1.05         (1.30 )     181         1.45       (28 )       0.80       1.04       (23 )
NGL (per Bbl) (3)   24.28         21.64       12         18.03       35         19.67       18.14       8  
Average realized price (per Boe) $ 53.90       $ 49.68       8 %     $ 36.68       47 %     $ 48.13     $ 36.64       31 %
                                                             
Average sales price (including effects of derivatives)                                                            
Oil (per Bbl) $ 62.24       $ 59.79       4 %     $ 61.39       1 %     $ 59.80     $ 65.25       (8 )%
Natural gas (per Mcf) (2) (3)   2.14         (0.20 )     NM         2.97       (28 )       1.27       1.90       (33 )
NGL (per Bbl) (3)   19.98         16.72       19         17.32       15         16.48       17.37       (5 )
Average price (per Boe) $ 42.04       $ 33.25       26 %     $ 40.47       4 %     $ 36.49     $ 39.45       (8 )%
                                                             
Operating expense per BOE                                                            
Lease operating expenses $ 5.71       $ 6.85       (17 )%     $ 7.25       (21 )%     $ 6.51     $ 6.64       (2 )%
Transportation and processing   1.00         1.22       (18 )       1.04       (4 )       1.13       1.05       8  
Ad valorem and production taxes   4.96         4.01       24         2.21       124         4.13       2.78       49  
Depreciation, depletion, and amortization   10.78         8.58       26         7.61       42         9.08       7.04       29  
General and administrative expenses   4.56         6.01       (24 )       5.79       (21 )       6.14       7.92       (22 )
                                                                     

 NM: Percent not meaningful.

(1) Total revenues, sales volumes, and operating expenses per Boe for the nine months ended September 30, 2025, include revenues, sales volumes, and operating expenses per Boe from the assets acquired from Bayswater beginning on March 26, 2025, the closing date of the Bayswater Acquisition, through September 30, 2025.
(2)  For the three months ended June 30, 2026, we realized negative natural gas revenue and average realized prices (excluding and including the effects of derivatives) due to lower gross sales, driven by decreased pricing during the quarter, compared to gathering and processing fees.
(3) We have reclassified certain gathering and processing fees presented net within natural gas and NGL sales for the three and nine months ended September 30, 2025 to conform with the allocation used during the three months ended June 30, 2026 and the three and nine months ended September 30, 2026. This reallocation has no impact on our total revenues or net (loss) income attributable to Prairie Operating Co. as reported on the condensed consolidated statements of operations.
(4) MBoe is calculated using six MMcf of natural gas equivalent to one MBbl of oil.
   

Liquidity and Capital Resources

As of September 30, 2026, we had cash and cash equivalents of $7.8 million and availability of $3.0 million under the reserve-based credit agreement with Citibank, N.A. (the “Credit Facility”). As of September 30, 2026, the Credit Facility had a borrowing base of $475.0 million and aggregate elected commitments of $475.0 million.

Commodity Hedges

As of September 30, 2026, we had the following outstanding crude oil, natural gas, and NGL derivative contracts in place, which settle monthly and are indexed to NYMEX West Texas Intermediate, NYMEX Henry Hub, and Mont Belvieu OPIS, respectively:

  Settling
October 1, 2026
through
December 31, 2026
    Settling
January 1, 2027
through
December 31, 2027
    Settling
January 1, 2028
through
December 31, 2028
    Settling
January 1, 2029
through
December 31, 2029
 
Crude Oil Swaps:                              
Notional volume (Bbls)   1,367,376       4,662,503       2,862,307       210,000  
Weighted average price ($/Bbl) $ 63.23     $ 62.51     $ 62.17     $ 61.57  
Natural Gas Swaps:                              
Notional volume (MMBtus)   4,300,655       14,082,126       5,606,357       400,000  
Weighted average price ($/MMBtu) $ 4.09     $ 4.08     $ 4.02     $ 4.11  
Ethane Swaps:                              
Notional volume (Bbls)   120,246       400,675       220,109       —  
Weighted average price ($/Bbl) $ 11.17     $ 10.70     $ 9.96     $ —  
Propane Swaps:                              
Notional volume (Bbls)   152,034       522,684       199,160       —  
Weighted average price ($/Bbl) $ 28.80     $ 26.85     $ 25.93     $ —  
Iso Butane Swaps:                              
Notional volume (Bbls)   22,142       74,572       35,088       —  
Weighted average price ($/Bbl) $ 35.84     $ 31.77     $ 30.77     $ —  
Normal Butane Swaps:                              
Notional volume (Bbls)   54,147       184,140       74,903       —  
Weighted average price ($/Bbl) $ 36.02     $ 31.95     $ 30.36     $ —  
Pentane Plus Swaps:                              
Notional volume (Bbls)   47,452       160,242       78,806       —  
Weighted average price ($/Bbl) $ 55.76     $ 53.31     $ 52.81     $ —  
                               

Cautionary Statement about Forward-Looking Statements

The information included in this press release and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, statements regarding future financial performance, business strategies, expansion plans, future results of operations, estimated revenues, losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on our management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this press release, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained herein are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks are not exhaustive. Other sections of this press release could include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the effects of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. Our Securities and Exchange Commission (the “SEC”), filings are available publicly on the SEC website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Accordingly, forward-looking statements in this press release should not be relied upon as representing our views as of any subsequent date, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

All forward-looking statements expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement.

Regulation FD Disclosure

The Company announces material information to the public through a variety of means, including filings with the SEC, press releases, public conference calls, and the investor relations section of its website at www.prairieopco.com.

In addition to these traditional channels, the Company also uses its official social media accounts as a means of disclosing information about Prairie and its business, and to comply with its disclosure obligations under Regulation FD. The Company’s official social media accounts currently include @PrairieOpCo on X (formerly Twitter) and linkedin.com/company/prairie-operating-co on LinkedIn. Information the Company posts through these social media channels may be deemed material. Accordingly, investors, the media, and others interested in the Company should monitor these accounts in addition to following the Company’s press releases, SEC filings, and public conference calls and webcasts. The Company may update the list of official social media accounts from time to time, and any such updates will be posted on the investor relations section of its website.

About Prairie Operating Co.

Prairie Operating Co. is a Houston-based publicly traded independent energy company engaged in the development and acquisition of oil, natural gas, and natural gas liquid resources in the United States. The Company’s assets and operations are concentrated in the oil and liquids-rich regions of the Denver-Julesburg (DJ) Basin, with a primary focus on the Niobrara and Codell formations. The Company is committed to the responsible development of its oil natural gas, and natural gas liquid resources and is focused on maximizing returns through consistent growth, capital discipline, and sustainable cash flow generation.

More information about the Company can be found at www.prairieopco.com.

Investor Relations Contact:

Wobbe Ploegsma
info@prairieopco.com
720-716-5415

Prairie Operating Co. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except share amounts)
 
               
  September 30,
2026 
    December 31,
2025
 
Assets            
Current assets:            
Cash and cash equivalents $ 7,751     $ 20  
Oil, natural gas, and NGL accrued revenue   43,857       22,728  
Joint interest and other receivables   7,560       23,106  
Derivative assets, net     —         28,812  
Inventory   2,672       3,604  
Prepaid expenses and other current assets   2,605       1,452  
Total current assets   64,445       79,722  
               
Property and equipment:              
Oil and natural gas properties, successful efforts method of accounting including $45,787 and $57,897 excluded from depletable base as of September 30, 2026 and December 31, 2025, respectively   1,072,924       852,732  
Other property and equipment   24,367       21,067  
Less: Accumulated depreciation, depletion, and amortization   (107,907 )      (49,343 ) 
Total property and equipment, net   989,384       824,456  
Deferred tax asset   15,342         —    
Derivative assets, net     —         24,627  
Debt issuance costs, net   12,171       12,642  
Operating lease assets   5,168       2,966  
Other non–current assets   167       133  
Total assets $ 1,086,677     $ 944,546  
               
Liabilities, Mezzanine Equity, and Stockholders’ Equity              
Current liabilities:              
Accounts payable and accrued expenses $ 107,096     $ 62,792  
Oil, natural gas, and NGL revenue payable   30,184       30,300  
Ad valorem and production taxes payable   25,517       31,385  
Derivative liabilities, net   90,311         —    
Operating lease liabilities   1,565       1,300  
Total current liabilities   254,673       125,777  
               
Long–term liabilities:              
Credit facility   472,000       366,000  
Subordinated note – related party   1,458       1,458  
Series F convertible preferred stock embedded derivatives, at fair value   8,991       15,853  
Series F convertible preferred stock warrants, at fair value   5,437       90,134  
Incremental share right liability, at fair value   7,243         —    
Derivative liabilities, net   47,072         —    
Oil, natural gas, and NGL revenue payable   33,238       27,402  
Ad valorem and production taxes payable   25,037       22,751  
Deferred tax liability     —         21,652  
Asset retirement obligation   3,933       4,019  
Operating lease liabilities   3,785       1,792  
Other long-term liabilities   992       1,398  
Total long–term liabilities   609,186       552,459  
Total liabilities   863,859       678,236  
               
Commitments and contingencies              
               
Mezzanine equity:              
Series F convertible preferred stock; $0.01 par value; 50,000,000 shares authorized, and 74,506 and 121,050 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively   21,337       136,146  
               
Stockholders’ equity:              
Series D convertible preferred stock; $0.01 par value; 50,000 shares authorized, and 44 and 5,982 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively     —           —    
Common stock; $0.01 par value; 500,000,000 shares authorized, and 118,681,858 and 62,499,375 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively   1,189       625  
Treasury stock, at cost; 715,955 and 111,357 shares as of September 30, 2026 and December 31, 2025, respectively   (1,778 )      (531 ) 
Additional paid–in capital   382,375       217,785  
Accumulated deficit   (180,305 )      (87,715 ) 
Total stockholders’ equity   201,481       130,164  
Total liabilities, mezzanine equity, and stockholders’ equity $ 1,086,677     $ 944,546  
               

Prairie Operating Co. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except share amounts)
 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,
  2026
  2025
  2026
  2025
Revenues:                    
Crude oil, natural gas, and NGL revenues $ 129,502     $ 77,721     $ 311,778     $ 158,638  
                         
Operating expenses:                        
Lease operating expenses   13,737       15,371       42,206       28,732  
Transportation and processing expenses   2,395       2,200       7,317       4,567  
Ad valorem and production taxes   11,916       4,676       26,691       12,049  
Depreciation, depletion, and amortization   25,900       16,113       58,819       30,500  
Exploration expenses   2       40       543       785  
Abandonment and impairment of unproved properties   669       —       1,277       —  
General and administrative expenses   10,963       12,273       39,801       34,268  
Total operating expenses   65,582       50,673       176,654       110,901  
                         
Other (expenses) income:                        
Interest expense   (10,353 )     (9,039 )     (28,583 )     (19,541 ) 
(Loss) gain on derivatives, net   (134,196 )     8,974       (266,177 )     36,227  
Gain (loss) on adjustment to fair value – financial instrument liabilities   13,079       (25,914 )     29,461       (30,451 )
Interest income and other   202       218       591       381  
Total other expenses   (131,268 )     (25,761 )     (264,708 )     (13,384 )
                         
(Loss) income from operations before income taxes   (67,348 )     1,287       (129,584 )     34,353  
Income tax benefit   18,414       —       36,994       —  
Net (loss) income attributable to Prairie Operating Co.   (48,934 )     1,287       (92,590 )     34,353  
Series F preferred stock declared dividends   (2,426 )     (4,252 )     (8,694 )     (7,540 )
Series F preferred stock undeclared dividends   34       443       (746 )     (1,204 )
Remeasurement of Series F preferred stock   17,332       (19,986 )     87,433       (93,087 )
Net loss attributable to Prairie Operating Co. common stockholders $ (33,994 )   $ (22,508 )   $ (14,597 )   $ (67,478 )
                         
Loss per common share                        
Basic $ (0.26 )   $ (0.44 )   $ (0.14 )   $ (1.66 )
Diluted $ (0.28 )   $ (0.44 )   $ (0.70 )   $ (1.66 )
Weighted average common shares outstanding                        
Basic   131,043,270     50,624,457       102,313,884       40,582,092  
Diluted   205,241,741     50,624,457       189,099,527       40,582,092  
                       

Prairie Operating Co. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
 
  Nine Months Ended
September 30,
 
  2026     2025  
Cash flows from operating activities:              
Net (loss) income attributable to Prairie Operating Co. $ (92,590 )   $ 34,353  
Adjustments to reconcile net (loss) income attributable to Prairie Operating Co. to net cash provided by operating activities              
Depreciation, depletion, and amortization   58,819       30,500  
Abandonment and impairment of unproved properties   1,277       —  
Stock–based compensation   12,165       7,845  
Unrealized loss (gain) on derivatives   190,821       (24,052 )
(Gain) loss on adjustment to fair value – financial instrument liabilities   (29,461 )     30,451  
Deferred income taxes   (36,994 )     —  
Amortization of deferred financing costs   3,199       3,902  
Changes in operating assets and liabilities:              
Oil, natural gas, and NGL accrued revenue   (21,130 )     (45,692 )
Joint interest and other receivables   14,922       (8,470 )
Inventory, prepaid expenses, and other current assets   1,027       (5,949 )
Accounts payable, accrued expenses, and other current liabilities   19,183       22,966  
Revenue, ad valorem, and production taxes payable   2,139       21,530  
Net cash provided by operating activities   123,377       67,384  
               
Cash flows from investing activities:              
Development of oil and natural gas properties   (185,525 )     (126,184 )
Other asset and leasehold purchases   (15,031 )     (15,724 )
Cash paid for Bayswater asset purchase, net of cash received   —       (467,461 )
Cash received from payment on note receivable   —       833  
Net cash used in investing activities   (200,556 )     (608,536 )
               
Cash flows from financing activities:              
Borrowings on the Credit Facility   177,000       389,000  
Repayments on the Credit Facility   (71,000 )     —  
Debt issuance costs associated with the Credit Facility   (2,728 )     (15,670 )
Proceeds from the issuance of Common Stock   2,098       43,817  
Financing costs associated with the issuance of Common Stock   (148 )     (3,603 )
Proceeds from the issuance of Series F Preferred Stock   —       148,250  
Financing costs associated with the issuance of Series F Preferred Stock   —       (12,171 )
Redemption of Series F Preferred Stock   (19,105 )     —  
Payments of the Subordinated Note – related party   —       (3,214 )
Proceeds from option exercises   40       633  
Treasury stock repurchased   (1,247 )     (442 )
Net cash provided by financing activities   84,910       546,600  
               
Net increase in cash and cash equivalents   7,731       5,448  
Cash and cash equivalents, beginning of the period   20       5,192  
Cash and cash equivalents, end of the period $ 7,751     $ 10,640  
               

Supplemental Disclosures of Cash Flow Information

The following table presents non–cash investing and financing activities for the periods presented:

               
  Nine Months Ended September 30,
 
  2026     2025  
  (In thousands)
Non–cash investing and financing activities:              
Common Stock issued upon conversion of Series F Preferred Stock $ 52,452     $ 27,148  
Common Stock issued for Series F Preferred Stock dividends (1) $ 8,300     $ 7,540  
Common Stock issued to Bayswater as part of Bayswater Acquisition purchase price (2) $ —     $ 16,000  
Common Stock issuance costs included in accrued liabilities $ —     $ 254  
Bayswater transaction costs included in accrued liabilities $ —     $ 6,035  
Common Stock issued upon conversion of Series D Preferred Stock $ 33     $ 8,475  
Common Stock issued upon option exercise $ 42     $ —  
Common Stock issued upon conversion of Senior Convertible Note (3) $ —     $ 18,164  
               

(1)   The Company has elected to issue shares of its common stock, par value $0.01 per share (“Common Stock”) for the quarterly Series F Preferred Stock dividends beginning June 1, 2025.
(2) The Company issued approximately 3.7 million shares of Common Stock to Bayswater as part of the Bayswater acquisition.
(3) During the nine months ended September 30, 2025, YA II PN, LTD. converted the remaining $11.3 million of the initial $15.0 million convertible promissory note in exchange for 2.1 million shares of Common Stock.
   

Prairie Operating Co. and Subsidiaries
Non-GAAP Financial Measures

Reconciliation of Net (Loss) Income to Adjusted EBITDA

Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management to evaluate the performance of our business, make operational decisions, and assess our ability to generate cashflows. Management believes Adjusted EBITDA provides investors with helpful information to better understand the underlying performance trends of our business, facilitate period-to-period comparisons, and assess the company’s operating results.

Adjusted EBITDA is derived from net (loss) income attributable to Prairie Operating Co. and represents earnings before depreciation, depletion, and amortization, abandonment and impairment of unproved properties, non-cash stock-based compensation, interest expense, net, unrealized loss (gain) on derivatives, non-cash (gain) loss on adjustment to fair value – financial instrument liabilities, litigation and severance settlement expense, and income tax benefit, all as applicable. We present Adjusted EBITDA because the adjustments listed above can vary substantially between periods and companies within our industry depending upon accounting methods, book values of assets, capital structures, and the method by which assets were acquired. Adjusted EBITDA has limitations as an analytical tool, because it excludes certain items that affect our reported financial results. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income calculated in accordance with GAAP or as an indicator of our operating performance or liquidity. Additionally, our calculation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.

The following table presents a reconciliation of the GAAP financial measure of net (loss) income attributable to Prairie Operating Co. to the non-GAAP financial measure of Adjusted EBITDA for the periods indicated:

                               
  Three Months Ended  
September 30,
    Nine Months Ended  
September 30,
 
  2026     2025     2026     2025(1)  
  (In thousands)  
Net (loss) income attributable to Prairie Operating Co. $ (48,934 )   $ 1,287     $ (92,590 )   $ 34,353  
Adjustments:                              
Depreciation, depletion, and amortization   25,900       16,113       58,819       30,500  
Abandonment and impairment of unproved properties (2)   669       —       1,277       —  
Non-cash stock-based compensation   3,125       4,123       12,165       7,908  
Interest expense, net   10,103       8,613       28,038       18,952  
Unrealized loss (gain) on derivatives   105,717       (962 )     190,821       (24,052 )
Non-cash (gain) loss on adjustment to fair value – financial instrument liabilities (3)   (13,079 )     25,914       (29,461 )     30,451  
Litigation and severance settlement expense   217       1,227       4,371       1,406  
Income tax benefit (4)   (18,414 )     —       (36,994 )     —  
Adjusted EBITDA $ 65,304     $ 56,315     $ 136,446     $ 99,518  
                               

(1) Net income attributable to Prairie Operating Co. for the nine months ended September 30, 2025 includes revenue and related expenses attributable to the assets acquired from Bayswater beginning on March 26, 2025, the closing date of the Bayswater Acquisition, through September 30, 2025.
(2)  Reflects the abandonment of unproved locations which we have deemed non–core and allowed to expire.
(3) Reflects the changes in the fair values of the financial instruments measured at fair value on a recurring basis.
(4) Reflects the deferred income tax benefit recognized for the three and nine months ended September 30, 2026.

MENLO PARK, Calif., Nov. 12, 2026 (GLOBE NEWSWIRE) — Robinhood Markets, Inc. (“Robinhood”) (NASDAQ: HOOD) today reported select monthly operating data for October 2026.

  • Funded Customers at the end of October were 28.9 million (up approximately 130 thousand from the end of September 2026, up approximately 1.8 million year-over-year).
  • Total Platform Assets at the end of October were $383 billion (down 3% from the end of September 2026, up 12% year-over-year).
  • Net Deposits were $15.1 billion in October, or a 46% annualized growth rate relative to September 2026 Total Platform Assets.
    • Over the last twelve months, Net Deposits were $80.5 billion, or an annual growth rate of 23% relative to October 2025 Total Platform Assets.
  • Trading Volumes in October:
    • Equity Notional Trading Volumes were $325 billion (up 1% from September 2026, up 2% year-over-year). Average daily volumes (“ADVs”)3 were $14.8 billion (down 4% from September 2026, up 6% year-over-year).
    • Options Contracts Traded were 289 million (flat from September 2026, up 8% year-over-year). ADVs were 13.1 million contracts (down 4% from September 2026, up 13% year-over-year).
    • Crypto Notional Trading Volumes were $17.0 billion (down 21% from September 2026, down 48% year-over-year), including Robinhood App Notional Trading Volumes of $6.8 billion (down 24% from September 2026, down 51% year-over-year) and Bitstamp Notional Trading Volumes of $10.2 billion (down 18% from September 2026, down 45% year-over-year). Robinhood App ADVs were $219 million (down 26% from September 2026, down 51% year-over-year), and Bitstamp ADVs were $328 million (down 21% from September 2026, down 45% year-over-year).
    • Event Contracts Traded were 5.9 billion (up 5% from September 2026, up 136% year-over-year). ADVs were 190 million contracts (up 2% from September 2026, up 135% year-over-year).
  • Interest Earning Assets in October:
    • Margin balances at the end of October were $22.9 billion (up 4% from the end of September 2026, up 39% year-over-year).
    • Cash and Deposit balances at the end of October were $16.4 billion (down 20% from the end of September 2026, up 12% year-over-year). The month-over-month decline was mostly driven by strong customer net buying. This decline has largely reversed in early November.
    • Cash Sweep balances at the end of October were $30.8 billion (down 5% from the end of September 2026, down 10% year-over-year).
  • Total Securities Lending Revenue in October was $34 million (up 6% from September 2026, down 43% year-over-year). This includes Securities Lending, Net revenues of ($12) million.

  October
2026
September
2026
M/M
Change
October
2025
Y/Y
Change
(M – in millions, B – in billions)          
Funded Customer Growth (M)          
Funded Customers1 28.9 28.7 +1 % 27.1 +7%
           
Asset Growth ($B)          
Total Platform Assets1 $383.2 $395.9 (3 %) $342.6 +12%
Net Deposits1,2 $15.1 $6.1 NM $5.6 NM
           
Trading          
Equities and Options Trading Days 22 21 +5 % 23 (4%)
Crypto and Prediction Markets Trading Days 31 30 +3 % 31 –
           
Total Trading Volumes          
Equity ($B) $325.5 $323.6 +1 % $320.1 +2%
Options Contracts (M) 288.6 287.9 –   266.7 +8%
Crypto ($B) $17.0 $21.4 (21 %) $32.5 (48%)
Robinhood App ($B) $6.8 $8.9 (24 %) $13.9 (51%)
Bitstamp ($B) $10.2 $12.5 (18 %) $18.6 (45%)
Event Contracts (B) 5.9 5.6 +5 % 2.5 +136%
           
Average Daily Trading Volumes3          
Equity ($B) $14.8 $15.4 (4 %) $13.9 +6%
Options Contracts (M) 13.1 13.7 (4 %) 11.6 +13%
Crypto ($M) $548 $713 (23 %) $1,048 (48%)
Robinhood App ($M) $219 $297 (26 %) $448 (51%)
Bitstamp ($M) $328 $416 (21 %) $600 (45%)
Event Contracts (M) 190 187 +2 % 81 +135%
           
Daily Average Trades (DATs) (M)        
Equity 4.3 4.5 (4 %) 4.4 (2%)
Options 2.0 2.0 –   1.4 +43%
Crypto 0.7 0.9 (22 %) 1.1 (36%)
           
Interest Earning Assets ($B)          
Margin Book $22.9 $22.1 +4 % $16.5 +39%
Cash and Deposits4 $16.4 $20.4 (20 %) $14.7 +12%
Cash Sweep4 $30.8 $32.3 (5 %) $34.2 (10%)
           
Securities Lending ($M)          
Total Securities Lending Revenue $34 $32 +6 % $60 (43%)
Securities Lending, Net ($12) ($12) NM $24 NM

1. Starting in July 2026, Total Platform Assets include Trump Account assets custodied by Robinhood, and Net Deposits include Trump Account contributions. Funded Customers do not include Trump Accounts.
2. Starting in June 2025, Net Deposits include results from Bitstamp. Starting in March 2026, Net Deposits include results from TradePMR. Starting in June 2026, Net Deposits include results from WonderFi.
3. Average daily volumes (“ADVs”) defined as Total Trading Volume in a given period divided by the applicable number of trading days in said period.
4. In February 2026, we updated our brokerage High-Yield Cash program to fund growth in margin lending. Under the updated program, the first $10 thousand in enrolled balances per eligible customer are held as free credit balances where the customer continues to earn the same interest rate. This resulted in over $6 billion of Cash Sweep balances moving to free credit balances in February 2026.

For definitions and additional information regarding these metrics, please refer to Robinhood’s full monthly metrics release, which is available on investors.robinhood.com.

The information in this release is unaudited and the information for the months in the most recent fiscal quarter is preliminary, based on Robinhood’s estimates, and subject to completion of financial closing procedures. Final results for the most recent fiscal quarter, as reported in Robinhood’s quarterly and annual filings with the U.S. Securities and Exchange Commission (“SEC”), might vary from the information in this release.

About Robinhood

Robinhood Markets, Inc. (NASDAQ: HOOD) is a global leader in financial services offering retail brokerage, crypto, advisory, digital banking services, and private markets access to a new generation of investors. Additional information about Robinhood can be found at robinhood.com.

Robinhood uses the “Overview” tab of its Investor Relations website (accessible at investors.robinhood.com/overview) and its Newsroom (accessible at newsroom.aboutrobinhood.com), as means of disclosing information to the public in a broad, non-exclusionary manner for purposes of the SEC Regulation Fair Disclosure (Reg. FD). Investors should routinely monitor those web pages, in addition to Robinhood’s press releases, SEC filings, and public conference calls and webcasts, as information posted on them could be deemed to be material information.

“Robinhood” and the Robinhood feather logo are registered trademarks of Robinhood Markets, Inc. All other names are trademarks and/or registered trademarks of their respective owners.

Contacts

Investor Relations: ir@robinhood.com

Press: press@robinhood.com

Continued Profitability Despite a Challenging Economic Environment

Redmond, WA, Nov. 12, 2026 (GLOBE NEWSWIRE) — Hour Loop, Inc. (NASDAQ: HOUR) (“Hour Loop” or the “Company”), a leading online retailer, announces its financial and operational results for the three and nine months ended September 30, 2026.

Financial Highlights for Three and Nine Months Ended September 30, 2026:

  · Net revenues for the third quarter of 2026 decreased 4% to $32.1 million, compared to $33.4 million in the year-ago period;
  · Net income for the third quarter of 2026 decreased to $0.4 million, compared to $0.5 million in the year-ago period;
  · For the nine months ended September 30, 2026, net revenues increased 11% to $95.9 million, compared to $86.4 million in the year-ago period;
  · Net income for the nine months ended September 30, 2026 decreased to $2.3 million, compared to $2.4 million for the year-ago period; and
  · Cash used in operating activities for the nine months ended September 30, 2026 was $4.1 million, compared to $0.4 million in the year-ago period.


Management Commentary

“Through the first nine months of 2026, Hour Loop grew net revenues 11% and earned $2.3 million in net income, and we stayed profitable through a tougher third quarter,” said Sam Lai, Chief Executive Officer and Interim Chief Financial Officer. “We made a deliberate choice to protect our margins rather than chase low-quality sales, and we believe that discipline puts us in a strong position as we head into the holiday season, the most important time of our year.”

“We are building an AI-first company, and AI is already changing how we work every day. AI agents now support core parts of our operations – purchasing and replenishment, advertising, pricing, inbound shipments, inventory reconciliation, customer service and compliance. In purchasing, our agents help us make smarter, faster buying decisions. Agents now handle much of the day-to-day work. As routine work shifts to AI, our teams are freed to focus on higher-value decisions, and we believe this will allow us to scale the business without growing headcount at the same pace.”

“We are very excited about where Hour Loop is headed. With a disciplined operating model, powered by AI to drive greater efficiency, we are confident in the long-term opportunity ahead. We thank our employees for their drive and our shareholders for their continued support.”

Third Quarter of 2026 Financial Results

Net revenues in the third quarter of 2026 were $32.1 million, compared to $33.4 million in the same period last year. The decrease was primarily due to lower order volume with lower inventory levels.

Gross profit as a percentage of net revenues decreased to 50.6%, compared to 51.4% in the same period last year. The decrease was primarily due to lower inventory reimbursements from platforms, partially offset by tariff-related refunds from vendors.

Operating expenses as a percentage of net revenues in the third quarter of 2026 decreased to 49.1%, compared to 49.2% in the same period last year. The decrease was mainly attributable to lower selling and marketing expenses in line with lower revenues.

Net income in the third quarter of 2026 was $0.4 million, or $0.01 per diluted share, compared to net income of $0.5 million, or $0.02 per diluted share, in the same period last year. The decrease was primarily driven by lower net revenues and gross margin for the reasons mentioned above.

As of September 30, 2026, the Company had $1.1 million in cash and cash equivalents, compared to $3.8 million as of December 31, 2025. The decrease was primarily driven by investment in inventory ahead of the holiday season.

Full Year 2026 Financial Outlook

Hour Loop narrows its guidance for the full year, anticipating 2026 net revenue to be in the range of $147.0 million to $152.0 million, representing 3% to 6% year-over-year growth. The Company continues to expect 2026 net income to be in the range of $0.75 million to $1.5 million.

About Hour Loop, Inc.

Hour Loop is an online retailer engaged in e-commerce retailing in the U.S. market. It has operated as a third-party seller on www.amazon.com and has sold merchandise on its website at www.hourloop.com since 2013. Hour Loop further expanded its operations to other marketplaces such as Walmart, eBay, and Etsy. To date, Hour Loop has generated practically all its revenue as a third-party seller on www.amazon.com and only a negligible amount of revenue from its own website and other marketplaces. Hour Loop manages more than 100,000 stock-keeping units (“SKUs”). Product categories include home/garden décor, toys, kitchenware, apparel, and electronics. Hour Loop’s primary strategy is to bring most of its vendors’ product selections to the customers. It has advanced software that assists Hour Loop in identifying product gaps so it can keep such products in stock year-round, including the entirety of the last quarter (holiday season) of the calendar year. In upcoming years, Hour Loop plans to expand its business rapidly by increasing the number of business managers, vendors, and SKUs.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to Hour Loop’s business strategy, product development and industry trends. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Hour Loop. While Hour Loop believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to Hour Loop on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including, without limitation, those set forth in Hour Loop’s filings with the Securities and Exchange Commission, as the same may be updated from time to time. Thus, actual results could be materially different. Hour Loop undertakes no obligation to update these statements whether as a result of new information, future events or otherwise, after the date of this release, except as required by law.

Investor Contact

Finance Department, Hour Loop, Inc.

finance@hourloop.com

HOUR LOOP, INC.
CONSOLIDATED BALANCE SHEETS
As of September 30, 2026 and December 31, 2025

    September 30, 2026     December 31, 2025  
    (Unaudited)        
ASSETS                
Current assets                
Cash   $ 1,121,671     $ 3,792,033  
Accounts receivable, net     2,638,732       235,959  
Inventory, net     26,253,504       18,298,935  
Prepaid expenses and other current assets     803,717       619,261  
Total current assets     30,817,624       22,946,188  
                 
Property and equipment, net     100,736       95,917  
Deferred tax assets     323,111       609,964  
Operating lease right-of-use lease assets     511,608       169,368  
Total non-current assets     935,455       875,249  
TOTAL ASSETS   $ 31,753,079     $ 23,821,437  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities                
Accounts payable   $ 13,095,516     $ 6,200,526  
Credit cards payable     3,216,530       3,707,976  
Short-term loan     628,931       637,348  
Operating lease liabilities-current     232,918       92,362  
Income taxes payable     –       51,147  
Accrued expenses and other current liabilities     828,508       2,226,387  
Due to related parties     4,130,418       3,810,418  
Total current liabilities     22,132,821       16,726,164  
                 
Non-current liabilities                
Operating lease liabilities-non-current     294,808       83,271  
Deferred tax liabilities     546       18,143  
Total non-current liabilities     295,354       101,414  
Total liabilities     22,428,175       16,827,578  
Commitments and contingencies     –       –  
                 
Stockholders’ equity                
Preferred stock: $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding as of September 30, 2026 and December 31, 2025     –       –  
Common stock: $0.0001 par value, 300,000,000 shares authorized, 35,199,820 and 35,176,320 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively     3,520       3,518  
Additional paid-in capital     5,907,681       5,862,683  
Retained earnings     3,406,667       1,109,674  
Accumulated other comprehensive income     7,036       17,984  
Total stockholders’ equity     9,324,904       6,993,859  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 31,753,079     $ 23,821,437  


The accompanying footnotes are an integral part of these unaudited consolidated financial statements.

HOUR LOOP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three and Nine Months Ended September 30, 2026 and 2025
(Unaudited)

    For the Three Months Ended September 30,     For the Nine Months Ended September 30,  
    2026     2025     2026     2025  
                         
Revenues, net   $ 32,075,230     $ 33,424,703     $ 95,949,763     $ 86,364,899  
Cost of revenues     (15,841,673 )     (16,249,395 )     (45,730,293 )     (39,546,941 )
Gross profit     16,233,557       17,175,308       50,219,470       46,817,958  
                                 
Operating expenses                                
Selling and marketing     13,782,339       14,665,407       40,899,883       37,627,975  
General and administrative     1,959,107       1,767,895       6,400,962       5,906,261  
Total operating expenses     15,741,446       16,433,302       47,300,845       43,534,236  
                                 
Income from operations     492,111       742,006       2,918,625       3,283,722  
                                 
Other (expenses) income                                
Other expense     (576 )     (8,186 )     (2,832 )     (10,185 )
Interest expense     (47,660 )     (42,496 )     (127,933 )     (133,333 )
Other income     9,463       22,607       56,294       92,344  
Total other expenses, net     (38,773 )     (28,075 )     (74,471 )     (51,174 )
                                 
Income before income taxes     453,338       713,931       2,844,154       3,232,548  
Income tax expense     (31,512 )     (183,340 )     (547,161 )     (870,439 )
                                 
Net income     421,826       530,591       2,296,993       2,362,109  
                                 
Other comprehensive income (loss)                                
Foreign currency translation adjustments     2,709       (38,581 )     (10,948 )     102,822  
                                 
Total comprehensive income   $ 424,535     $ 492,010     $ 2,286,045     $ 2,464,931  
                                 
Basic and diluted income per common share   $ 0.01     $ 0.02     $ 0.07     $ 0.07  
Weighted-average number of common shares outstanding     35,199,735       35,171,320       35,191,668       35,161,068  


The accompanying footnotes are an integral part of these unaudited consolidated financial statements.

HOUR LOOP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2026 and 2025
(Unaudited)

             
    Nine Months Ended September 30,  
    2026     2025  
             
Cash flows from operating activities                
Net income   $ 2,296,993     $ 2,362,109  
Reconciliation of net income to net cash used in operating activities:                
Depreciation expenses     39,448       31,109  
Amortization of operating lease right-of-use lease assets     100,584       141,320  
Deferred tax assets     286,853       676,368  
Deferred tax liabilities     (17,597 )     18,731  
Stock-based compensation     45,000       45,000  
Inventory allowance     509,611       499,752  
Unrealized foreign exchange (gain) loss     (26,584 )     156,087  
Gain on disposal of property and equipment     –       (3,016 )
Changes in operating assets and liabilities:                
Accounts receivable     (2,402,773 )     1,104,073  
Inventory     (8,464,180 )     (14,735,382 )
Prepaid expenses and other current assets     (184,456 )     (497,449 )
Accounts payable     6,894,990       11,236,895  
Credit cards payable     (491,446 )     470,430  
Accrued expenses and other current liabilities     (2,547,879 )     (1,791,077 )
Operating lease liabilities     (90,605 )     (139,950 )
Income taxes payable     (51,147 )     –  
Net cash used in operating activities     (4,103,188 )     (425,000 )
                 
Cash flows from investing activities:                
Proceeds from disposal of property and equipment     –       3,016  
Purchases of property and equipment     (45,559 )     (51,979 )
Net cash used in investing activities     (45,559 )     (48,963 )
                 
Cash flows from financing activities:                
Payments to related parties     (1,486,000 )     (839,000 )
Proceeds from related parties     2,956,000       –  
Net cash provided by (used in) financing activities     1,470,000       (839,000 )
                 
Effect of changes in foreign currency exchange rates     8,385       (10,311 )
                 
Net change in cash     (2,670,362 )     (1,323,274 )
                 
Cash at beginning of period     3,792,033       2,119,581  
                 
Cash at end of period   $ 1,121,671     $ 796,307  
                 
Supplemental disclosures of cash flow information:                
Cash paid for interest   $ 16,155     $ 16,370  
Cash paid for income tax   $ 473,000     $ 163,015  
Non-cash investing and financing activities:                
Operating lease right-of-use of assets and operating lease liabilities recognized     446,496       131,472  

DENVER, Nov. 12, 2026 (GLOBE NEWSWIRE) — authID® (Nasdaq: AUID) (“authID” or the “Company”), a leading provider of biometric identity verification and authentication solutions, today reported financial and operating results for the quarter ended September 30, 2026.

“This quarter we focused on putting our capital to work more efficiently and bringing in revenue and cash faster,” said Thomas Szoke, Chief Executive Officer of authID. “We reduced operating expenses significantly while using AI to maintain our output and make our team more productive. We are also launching new standalone services that are billed monthly on usage, giving us a faster path to revenue. These efforts are already showing results. In October alone, we collected $1.0 million in cash from customers, and we have visibility into additional collections this quarter that will strengthen our balance sheet. Each step moves us closer to breakeven and builds the value of the Company.”

Recent Business and Operational Highlights

  • Entered into a $2 million technology licensing, services and support agreement with the EinStrong Charitable Foundation. EinStrong has paid $1 million for a non-exclusive license to authID’s biometric identity technology and has committed an additional $1 million for new biometric de-duplication functionality and related engineering support.
  • Closed new customer deals including:
    • Top global retailer to deploy biometric authentication for more than 100,000 employees across more than 1,000 locations.
    • Multinational manufacturing automation company to strengthen workforce security for tens of thousands of employees and contractors.
    • A UK-based provider of compliance solutions to the financial services industry, for biometric identity verification of employees of financial organizations.
  • Channel Partner Successes:
    • Achieved Microsoft Entra Verified ID Identity Verification Partner certification;
    • Expanded our partnership with MajorKey Technologies through an OEM agreement embedding Verified, PrivacyKey and Proof across MajorKey’s identity security portfolio; and
    • Announced a strategic partnership with SynerComm, a cybersecurity value-added reseller, to expand biometric identity security across highly regulated enterprises.
  • Reduced operating expenses by over 30% year over year, while increasing productivity through utilization of agentic engineering and a newly launched 24/7 customer support AI agent.
  • Closed a private placement of $1.35 million of senior secured convertible debentures and warrants subsequent to quarter end, with proceeds to be used for working capital and general corporate purposes. Holders of the April 2026 senior secured debentures also agreed to extend the maturity to February 28, 2027.

Financial Results for the Third Quarter Ended September 30, 2026

Total gross revenue for the quarter was $0.3 million, compared to $0.6 million in gross revenue a year ago.

Net revenue for the quarter was $0.3 million, compared to negative ($0.1) million a year ago.

Operating expenses for the three months ended September 30, 2026, were $3.4 million, compared to $5.1 million a year ago. The 33% year-over-year decrease was driven by headcount and vendor-related expense reductions from the Q2 Cost Reduction Initiative and other cost reduction measures undertaken subsequently.

Net loss for the three months ended September 30, 2026 was $4.1 million, of which non-cash charges were $1.1 million, compared with a net loss of $5.2 million a year ago, of which non-cash charges were $1.0 million.

Loss per share for the three months ended September 30, 2026 was $0.24, compared with $0.38 a year ago.

Adjusted EBITDA loss (a non-GAAP measure, as defined below) was $2.1 million for the three months ended September 30, 2026, compared with a loss of $4.1 million a year ago. The decrease in adjusted EBITDA loss is primarily driven by the decrease in operating expenses from the Q2 Cost Reduction Initiative. Please refer to Table 1 for reconciliation of net loss to adjusted EBITDA (a non-GAAP measure).

Remaining Performance Obligation (RPO) as of September 30, 2026 was $3.0 million, of which $1.4 million is recorded as deferred revenue and $1.7 million is related to other non-cancellable contracted amounts. The Company expects approximately 74% of the RPO to be recognized as revenue over the twelve months ending September 30, 2027, based on contractual commitments and expected usage patterns.

The gross amount of Booked Annual Recurring Revenue or bARR, (a non-GAAP measure, as defined below), signed in the third quarter of 2026 was $0.10 million, down from $0.23 million of gross bARR last quarter and $0.19 million a year ago. The net amount of bARR was $0.10 million, compared to $0.23 million last quarter and negative $6.8 million of net bARR signed in the comparable period in 2025. The Q3 bARR is comprised of $0.05 million in Committed Annual Recurring Revenue (cARR) and $0.05 million in estimated Usage Above Commitments (UAC).

The net amount of bARR reflects the deduction of the bARR of contracts previously included in reported bARR, due to certain customers experiencing delays in Production Go-Live timing, volume ramping and challenges meeting their contractual obligations.  

The amount of Annual Recurring Revenue or ARR, (a non-GAAP measure, as defined below) as of Q3 2026 was $1.1 million, compared to $1.7 million of ARR as of Q3 2025.

See below for further definition and explanation of ARR and bARR, non-GAAP measures.

Conference Call

In light of the Company’s ongoing review of strategic and financing alternatives, the Company has determined not to hold a conference call to discuss its third quarter results at this time.

About authID Inc.

authID® (Nasdaq: AUID) ensures enterprises “Know Who’s Behind the Device™” for every customer or employee login and transaction through its easy-to-integrate, patented, biometric identity platform. authID quickly and accurately verifies a user’s identity, leveraging a 1-in-1-billion False Positive Rate for the highest level of assurance, coupled with industry-leading speed and privacy-preserving technology. authID’s platform secures the distributed workforce of employees and contractors, while enforcing authorization and accountability for AI agents. By creating a biometric root of trust for each user, authID stops fraud at onboarding, prevents account takeover, detects and stops deepfakes, eliminates password risks and costs, and provides the fastest, frictionless, and most accurate user identity experience in the industry. For more information, visit www.authID.ai

Investor Relations Contacts
authID Investor Relations
investor-relations@authID.ai

Forward-Looking Statements

This Press Release includes “forward-looking statements.” All statements other than statements of historical facts included herein, including, without limitation, those regarding the future results of operations, growth and sales, potential contract signings, booked Annual Recurring Revenue (bARR) (and its components cARR and UAC), Annual Recurring Revenue (ARR), cash flow, cash position and financial position, business strategy, plans and objectives of management for future operations of both authID Inc. and its business partners, as well as any potential strategic or financing alternatives are forward-looking statements. Such forward-looking statements are based on a number of assumptions regarding authID’s present and future business strategies, and the environment in which authID expects to operate in the future, which assumptions may or may not be fulfilled in practice. Actual results may vary materially from the results anticipated by these forward-looking statements as a result of a variety of risk factors, including the Company’s ability to attract and retain customers; successful implementation of the services to be provided under new customer contracts and their adoption by customers’ users; the Company’s ability to compete effectively; changes in laws, regulations and practices; the increase in international tariffs and uncertainty over international trading conditions, changes in domestic and international economic and political conditions, the impact of the wars in Ukraine and the Middle East, inflationary pressures, changes in interest rates, and others. See the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2025 filed at www.sec.gov and other documents filed with the SEC for other risk factors which investors should consider. These forward-looking statements speak only as to the date of this release and cannot be relied upon as a guide to future performance. authID expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this release to reflect any changes in its expectations with regard thereto or any change in events, conditions, or circumstances on which any statement is based.

Non-GAAP Financial Information

The Company provides certain non-GAAP financial measures in this statement. These non-GAAP key business indicators, which include Adjusted EBITDA, bARR and ARR should not be considered replacements for and should be read in conjunction with the GAAP financial measures.

Management believes that Adjusted EBITDA, when viewed with our results under GAAP and the accompanying reconciliations, provides useful information about our period-over-period results. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our fundamental business activities and is also frequently used by securities analysts, investors, and other interested parties in the evaluation of comparable companies. We also rely on Adjusted EBITDA as a primary measure to review and assess the operating performance of our Company and our management.

Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net income (loss) adjusted to exclude (1) interest expense, expenses related to warrants issued in connection with financing arrangements, debt issuance costs and changes in fair value, (2) interest income, (3) severance cost, (4) amortization, (5) stock-based compensation expense and certain other items management believes affect the comparability of operating results.

Please see Table 1 below for a reconciliation of Adjusted EBITDA – continuing operations to net loss – continuing operations, the most directly comparable financial measure calculated and presented in accordance with GAAP.

TABLE 1

Reconciliation of Loss from Continuing Operations to Adjusted EBITDA Continuing Operations.
 
    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2026     2025     2026     2025  
Loss from continuing operations   $ (4,079,350 )   $ (5,173,321 )   $ (13,299,772 )   $ (13,897,567 )
                                 
Addback:                                
                                 
Interest expense, net     5,881       1,959       15,968       14,842  
Interest income     (1,952 )     (61,657 )     (33,332 )     (200,047 )
Debt issuance costs     55,292       –       952,207       –  
Change in fair value of senior secured debt     285,234       –       90,050       –  
Commitment fee warrants     221,250       –       221,250       –  
Warrants modification     347,407       –       347,407       –  
Severance cost     183,939       –       183,939       –  
Amortization     10,315       16,034       33,711       76,475  
Stock compensation     915,274       1,092,982       3,184,125       2,625,502  
Adjusted EBITDA continuing operations (Non-GAAP)   $ (2,056,710 )   $ (4,124,003 )   $ (8,304,447 )   $ (11,380,795 )

Management believes that bARR and ARR, when viewed with our results under GAAP, provide useful information about the direction of future growth trends of the Company’s revenues. We also rely on bARR as one of several primary measures to review and assess the sales performance of our Company and our management team in connection with our executive compensation. The Company defines Booked Annual Recurring Revenue or bARR, as the amount of annual recurring revenue represented by the estimated amounts of annual recurring revenue we believe will be earned under contracted orders, looking out eighteen months from the date of signing of each customer contract. This estimate is comprised of two components (1) Committed Annual Recurring Revenue (cARR), which represents the minimum amounts that customers are contractually committed to pay each year over the life of the contract and (2) Usage Above Commitments (UAC), which represents our estimate of the rate of annual recurring revenue arising from actual usage of our services above the contractual minimums, that we believe the Customer will achieve after 18 months. The net amount of bARR reflects the deduction of the bARR of contracts previously included in reported bARR, which were subject to attrition, or other downward adjustments during the quarter.

The Company defines Annual Recurring Revenue or ARR, as the amount of recurring revenue recognized during the last three months of the relevant period as determined in accordance with GAAP, multiplied by four.

bARR may be distinguished from ARR, as bARR does not take specifically into account the time to implement any contract for authID’s services, nor for any ramp in adoption, or seasonality of usage of our biometric products but is based on the assumption that 18 months after signing these matters will have been generally resolved. Furthermore, bARR is based on estimates of future revenues under particular contracts, whereas ARR, whilst also forward-looking, is based on historical revenues recognized in accordance with GAAP during the relevant period. A reconciliation of bARR and ARR to a GAAP measure is not provided as there are no comparable GAAP measures and we believe that any attempt at such reconciliation may be confusing to investors. bARR and ARR have limitations as analytical tools, and you should not consider them in isolation from, or as a substitute for, analysis of our results as reported under GAAP. Some of these limitations are:

  • bARR & ARR should not be considered as predictors of future revenues but only as indicators of the direction in which revenues may be trending. Actual revenue results in the future as determined in accordance with GAAP may be significantly different to the amounts indicated as bARR or ARR at any time.
  • bARR and ARR are to be considered “forward-looking statements” and subject to the same risks, as other such statements (see note on “Forward-Looking Statements” above).
authID INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2026     2025     2026     2025  
                         
Revenues, net   $ 279,155     $ 596,337     $ 1,249,925     $ 2,337,192  
Discount and concessions     (16,000 )     (702,483 )     (16,000 )     (702,483 )
Total revenue, net     263,155       (106,146 )     1,233,925       1,634,709  
                                 
Operating Expenses:                                
General and administrative     2,075,155       3,325,452       7,401,689       9,878,085  
Research and development     1,343,923       1,785,387       5,504,747       5,762,921  
Amortization     10,315       16,034       33,711       76,475  
Total operating expenses     3,429,393       5,126,873       12,940,147       15,717,481  
                                 
Loss from operations     (3,166,238 )     (5,233,019 )     (11,706,222 )     (14,082,772 )
                                 
Other Income (Expense):                                
Interest income     1,952       61,657       33,332       200,047  
Interest expense, net     (5,881 )     (1,959 )     (15,968 )     (14,842 )
Warrants modification     (347,407 )     –       (347,407 )     –  
Commitment fee warrants     (221,250 )     –       (221,250 )     –  
Debt issuance costs     (55,292 )     –       (952,207 )     –  
Change in fair value of senior secured debt     (285,234 )     –       (90,050 )     –  
Other income / (expense), net     (913,112 )     59,698       (1,593,550 )     185,205  
                                 
Net loss before income taxes     (4,079,350 )     (5,173,321 )     (13,299,772 )     (13,897,567 )
Income tax expense     –       –       –       –  
Net loss   $ (4,079,350 )   $ (5,173,321 )   $ (13,299,772 )   $ (13,897,567 )
                                 
Net Loss Per Share – Basic and Diluted   $ (0.24 )   $ (0.38 )   $ (0.81 )   $ (1.11 )
Weighted Average Shares Outstanding – Basic and Diluted:     16,720,339       13,443,740       16,458,134       12,538,275  

authID INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
    September 30,     December 31,  
    2026     2025  
    (unaudited)        
ASSETS            
Current Assets:            
Cash   $ 954,483     $ 4,608,073  
Accounts receivable     222,549       238,800  
Contract assets     –       9,362  
Deferred contract costs     86,305       199,380  
Other current assets     529,820       595,692  
Total current assets     1,793,157       5,651,307  
                 
Intangible Assets, net     113,680       147,391  
Goodwill     4,183,232       4,183,232  
Total assets   $ 6,090,069     $ 9,981,930  
                 
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY                
Current Liabilities:                
Accounts payable and accrued expenses   $ 836,320     $ 876,168  
Commission liability     15,690       4,934  
Deferred revenue     1,382,574       477,058  
Senior secured debt, at fair value     4,395,098       –  
Total current liabilities     6,629,682       1,358,160  
                 
Total liabilities   $ 6,629,682     $ 1,358,160  
                 
Commitments and Contingencies (Note 9)                
                 
Stockholders’ (Deficit) Equity:                
Common stock, $0.0001 par value, 150,000,000 shares authorized as of September 30, 2026 and December 31, 2025 respectively; 16,720,339 and 16,132,487 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively.     1,672       1,613  
Additional paid-in capital     204,489,844       200,353,514  
Accumulated deficit     (205,041,181 )     (191,741,409 )
Accumulated comprehensive income     10,052       10,052  
Total Stockholders’ (Deficit) Equity     (539,613 )     8,623,770  
Total liabilities and Stockholders’ (Deficit) Equity   $ 6,090,069     $ 9,981,930  

authID INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
    Nine Months Ended  
    September 30,  
    2026     2025  
CASH FLOWS FROM OPERATING ACTIVITIES:            
Net loss   $ (13,299,772 )   $ (13,897,567 )
Adjustments to reconcile net loss with cash flows from operations:                
Stock-based compensation     3,184,123       2,625,522  
Non-cash severance expense     –       206,000  
Amortization expense     33,711       76,475  
Provision for expected credit losses     –       795,900  
Credit losses write-off     –       (896,620 )
Debt issuance costs     910,207       –  
Fair value adjustment on senior secured debt     90,050       –  
Commitment fee warrants     221,250       –  
Warrant modification expense     347,407       –  
Amortization of debt discounts and issuance costs     –       4,116  
Changes in operating assets and liabilities:                
Accounts receivable     16,251       7,279  
Contract assets     9,362       325,510  
Deferred contract costs     113,075       387,374  
Other current assets     65,872       (524,160 )
Accounts payable and accrued expenses     (39,848 )     (765,064 )
Commissions liability     10,756       (450,573 )
Deferred revenue     905,516       316,343  
Net cash flows from operating activities     (7,432,040 )     (11,789,465 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:                
Purchase of intangible assets     –       (1,700 )
Net cash flows from investing activities     –       (1,700 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                
Proceeds from issuance of senior secured debt     4,305,048       –  
Proceeds from sale of fee shares     21,854       –  
Proceeds from sale of warrants     138,098       –  
Proceeds from sale of common stock       –     10,239,136  
Payment of financing and offering costs     (686,550 )     (1,774,809 )
Repayment of convertible notes     –       (245,000 )
Net cash flows from financing activities     3,778,450       8,219,327  
                 
Effect of Foreign Currencies     –       (65 )
                 
Net Change in Cash     (3,653,590 )     (3,571,903 )
Cash, Beginning of the Period     4,608,073       8,471,561  
Cash, End of the Period   $ 954,483     $ 4,899,658  
                 
Supplemental Disclosure of Cash Flow Information                
Cash paid for interest   $ 10,053     $ 10,370  
Placement-agent warrants issued at fair value   $ 279,477     $ 864,165  
Allocation of proceeds from sr. secured debt to investor warrants and fee shares   $ 159,952     $ –  
Cashless option and warrant exercises   $ –     $ 438,000  

CHICO, Calif., Nov. 12, 2026 (GLOBE NEWSWIRE) — Lulu’s Fashion Lounge Holdings, Inc. (“Lulus” or the “Company”) (Nasdaq: LVLU) today reported financial results for the third quarter ended September 27, 2026, revised its financial outlook for the fiscal year ending January 3, 2027 and provided its financial outlook for the fiscal year ending January 2, 2028.

Crystal Landsem, CEO of Lulus, said:

“During the third quarter, we continued to advance our assortment reset and saw encouraging signs from newer product, even as the impact of historical assortment decisions remained a headwind to customer engagement and repeat purchasing behavior. While these pressures continue to weigh on revenue, we are encouraged by the improving productivity and reorder eligibility of 2026 product introductions, which reinforces our confidence that refocusing the assortment on the categories and customers where Lulus has historically differentiated itself is the right path to rebuilding customer engagement over time.

We also continued to see meaningful growth in our wholesale business, demonstrating the appeal of our product assortment across a broader customer base and providing an important avenue for future growth. At the same time, our disciplined approach to inventory management, merchandising, cost control and operational efficiency contributed to a 230-basis-point improvement in Gross Margin, year-to-date improvement in net cash provided by operating activities, positive year-to-date Free Cash Flow, and a 17% year-over-year reduction in inventory during the quarter.

While liquidity remains a constraint and the near-term operating environment continues to be challenging, we remain focused on preserving financial flexibility, improving the health and productivity of our inventory, and making disciplined investments in the product and customer experiences that differentiate Lulus. We believe these actions are strengthening the foundation of the business and positioning Lulus for a return to sustainable, profitable growth.”

Third Quarter 2026 Highlights:

  • Net revenue of $58.6 million, a 20% decrease compared to the same period last year, driven by a 20% decrease in Total Orders Placed and the impact of higher return rates driven primarily from sales mix, partially offset by an increase in wholesale revenue.  
  • Average Order Value of $141 was flat compared to the same period last year.
  • Active Customers of 2.0 million, a 14% decrease compared to 2.4 million in the same period last year, and a decrease of 5% from the second quarter of 2026.
  • Gross profit decreased 16% to $26.3 million and Gross Margin increased 230 basis points to 44.9%, in each case compared to the same period last year.
  • Net loss of $4.3 million, compared to net loss of $2.3 million in the same period last year.
  • Adjusted EBITDA* of $(1.8) million, compared to $0.4 million in the same period last year.
  • Inventory balance of $31.9 million, a 17% decrease compared to $38.4 million in the same period last year.
  • Net cash used in operating activities of $2.1 million, compared to net cash used in operating activities of $1.8 million in the same period last year.
  • Free Cash Flow* of $(2.3) million, compared to $(2.4) million in the same period last year.
  • Total debt increased by $5.3 million during the thirteen weeks ended September 27, 2026.  
  • Net Debt* increased by $2.9 million during the thirteen weeks ended September 27, 2026.

Note: “*” represents a non-GAAP financial measure. See “Use of Non-GAAP Financial Measures and Other Operating Metrics” section below for definitions of these metrics.

Heidi Crane, CFO of Lulus, said:

“Throughout the third quarter, we maintained a disciplined approach to inventory management, expense control and working capital as we continued to drive greater efficiency across the business. Our actions contributed to a 230-basis-point expansion in Gross Margin, a 17% year-over-year reduction in inventory, year-to-date improvement in net cash provided by operating activities and positive year-to-date Free Cash Flow. Going forward, our priorities remain centered on maintaining disciplined cost and inventory management, improving working capital efficiency, and carefully allocating resources to support the long-term health of the business.”

Financial Outlook

Revised 2026 Financial Outlook

The Company is revising its previously issued fiscal 2026 financial outlook to reflect the greater-than-anticipated impact of historical assortment decisions on revenue performance. While the Company continues to see encouraging improvements in the productivity and reorder eligibility of products introduced in 2026, the impact of weaker prior-year product offerings became more pronounced in the second half of the year, and the Company does not expect meaningful improvements in that trend before year-end. Accordingly, the Company expects continued year-over-year revenue pressure in the fourth quarter, comparable to the third quarter, with full-year revenue and Adjusted EBITDA below previously communicated expectations.

The Company remains focused on strengthening inventory productivity, maintaining disciplined expense management and enhancing operating efficiency to improve bottom-line results and support the long-term health of its business.

The Company now expects capital expenditures to be between $1.5 million and $2.0 million, inclusive of capitalized software, favorable to 2025 levels.

Preliminary Fiscal 2027 Financial Outlook

Looking ahead to fiscal 2027, the Company expects the year-over-year rate of revenue decline to moderate as the improving performance of products introduced in 2026 contributes more meaningfully to reorder activity and helps offset the continued impact of weaker historical product offerings. The Company also expects continued strong growth in its wholesale channel to support overall revenue performance. A healthier sales mix, the significant full-year benefit of cost reduction initiatives implemented in late 2026, and improved inventory productivity are expected to drive a meaningful improvement in profitability.

The Company believes these recent operational improvements and structural cost reductions represent a significant step toward strengthening financial performance and establishing a foundation for long-term, sustainable profitability.

Forecasting future results or trends is inherently difficult for any business, and actual results or trends may differ materially from those forecasted. Lulus’ outlook is based on current indications for its business. Lulus’ outlook factors in our current best estimates for anticipated headwinds, including those related to the level of tariffs, consumer demand, spending and returns by our customers, macroeconomic uncertainties, inflation, supply chain pressures, shipping and fuel costs, and the intended impact of our business initiatives and cost-reduction measures. Given the volatile nature of current consumer demand and potential for further impacts to consumer behavior due to macroeconomic factors, including continued inflation, higher interest rates, global political changes, including as a result of tariffs or bans, existing and future laws, regulations, and directives (including executive orders), as well as other world events, wars, and domestic and international conflicts that affect overall consumer confidence and the predictability of consumer purchasing behavior, Lulus’ financial outlook is subject to change.

 
LULU’S FASHION LOUNGE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
(Unaudited)
(In thousands, except share and per share data)
                 
    Fiscal Quarters Ended
    September 27,   September 28,
    2026   2025
Net revenue   $ 58,602     $ 73,591  
Cost of revenue     32,267       42,231  
Gross profit     26,335       31,360  
Selling and marketing expenses     15,507       16,935  
General and administrative expenses     14,718       16,350  
Loss from operations     (3,890 )     (1,925 )
Interest expense     (370 )     (544 )
Other income, net     15       205  
Loss before provision for income taxes     (4,245 )     (2,264 )
Income tax provision     (20 )     (53 )
Net loss and comprehensive loss     (4,265 )     (2,317 )
             
Basic loss per share(1)   $ (1.48 )   $ (0.84 )
Diluted loss per share(1)   $ (1.48 )   $ (0.84 )
Basic weighted-average shares outstanding(1)     2,879,042       2,756,533  
Diluted weighted-average shares outstanding(1)     2,879,042       2,756,533  
                 

(1) Amounts have been adjusted to reflect the 1-for-15 reverse stock split that became effective as of the opening of business on July 7, 2025. Refer to Note 8, Stockholders’ Equity (Deficit), in the Notes to the Condensed Consolidated Financial Statements included in the Quarterly Report on Form 10-Q for the period ended September 27, 2026, for more information.

 
LULU’S FASHION LOUNGE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share data)
             
    September 27,   December 28,
    2026   2025
Assets            
Current assets:            
Cash and cash equivalents   $ 6,535     $ 2,661  
Accounts receivable     5,160       1,712  
Inventory, net     31,948       32,444  
Assets for recovery     5,113       2,197  
Income tax refund receivable, net     262       1,028  
Prepaids and other current assets     4,206       3,606  
Total current assets     53,224       43,648  
Property and equipment, net     1,591       2,311  
Goodwill     7,056       7,056  
Tradename     18,509       18,509  
Intangible assets, net     2,332       2,680  
Lease right-of-use assets     11,787       14,521  
Other noncurrent assets     566       639  
Total assets   $ 95,065     $ 89,364  
             
Liabilities and Stockholders’ Equity (Deficit)            
Current liabilities:            
Accounts payable   $ 10,876     $ 8,340  
Accrued expenses and other current liabilities     25,543       17,411  
Returns reserve     16,781       10,289  
Stored-value card liability     16,667       18,231  
Asset Based Revolving Credit Facility – current     15,360       14,390  
Lease liabilities, current     7,069       6,402  
Total current liabilities     92,296       75,063  
Lease liabilities, noncurrent     6,750       10,389  
Other noncurrent liabilities     1,040       898  
Total liabilities     100,086       86,350  
Commitments and Contingencies            
             
Stockholders’ equity (deficit):            
Preferred stock: $0.001 par value, 500,000 shares authorized, and no shares issued or outstanding     —       —  
Common stock: $0.001 par value, 15,000,000 shares authorized; 3,035,909 and 2,971,729 shares issued and outstanding as of September 27, 2026 and December 28, 2025, respectively(1)     43       43  
Additional paid-in capital     268,360       266,557  
Accumulated deficit     (272,042 )     (262,204 )
Treasury stock, at cost, 146,555 shares outstanding as of September 27, 2026 and December 28, 2025(1)     (1,382 )     (1,382 )
Total stockholders’ equity (deficit)     (5,021 )     3,014  
Total liabilities and stockholders’ equity (deficit)   $ 95,065     $ 89,364  
                 

(1) Shares have been adjusted to reflect the 1-for-15 reverse stock split that became effective as of the opening of business on July 7, 2025. Refer to Note 8, Stockholders’ Equity (Deficit), in the Notes to the Condensed Consolidated Financial Statements included in the Quarterly Report on Form 10-Q for the period ended September 27, 2026, for more information.

 
LULU’S FASHION LOUNGE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
     
    Thirty-Nine Weeks Ended
    September 27,   September 28,
    2026   2025
Cash Flows from Operating Activities            
Net loss and comprehensive loss   $ (9,838 )   $ (13,310 )
Adjustments to reconcile net loss to net cash provided by operating activities:            
Depreciation and amortization     3,116       3,889  
Noncash lease expense     3,540       3,406  
Gain on lease modification     —       (92 )
Gain on lease termination     —       (229 )
Amortization of debt discount and debt issuance costs     159       490  
Loss on disposal of property and equipment     —       2  
Equity-based compensation expense     1,947       3,579  
Changes in operating assets and liabilities:            
Accounts receivable     (3,448 )     (2,581 )
Inventories     496       (4,386 )
Assets for recovery     (2,916 )     (2,842 )
Income tax payable     766       2,999  
Prepaid and other current assets     (503 )     (489 )
Accounts payable     2,542       7,350  
Accrued expenses and other current liabilities     13,077       10,592  
Operating lease liabilities     (3,660 )     (3,279 )
Other noncurrent liabilities     142       48  
Net cash provided by operating activities     5,420       5,147  
Cash Flows from Investing Activities            
Capitalized software development costs     (971 )     (1,353 )
Purchases of property and equipment     (155 )     (308 )
Other     —       33  
Net cash used in investing activities     (1,126 )     (1,628 )
Cash Flows from Financing Activities            
Repayments on Prior Credit Agreement     —       (13,090 )
Proceeds from borrowings on Asset Based Revolving Credit Facility     191,521       51,356  
Repayments on Asset Based Revolving Credit Facility     (190,551 )     (42,158 )
Proceeds from issuance of common stock under ESPP     33       (45 )
Principal payments on finance lease obligations     (1,046 )     (961 )
Withholding tax payments related to vesting of RSUs     (377 )     (253 )
Repurchase of common stock     —       (886 )
Net cash used in financing activities     (420 )     (6,037 )
Net increase (decrease) in cash and cash equivalents     3,874       (2,518 )
Cash and cash equivalents at beginning of period     2,661       4,460  
Cash and cash equivalents at end of period   $ 6,535     $ 1,942  
                 

Webcast & Conference Call Information

The Company will host a conference call and live webcast with the investment community at 5:00 p.m. Eastern Time today, Thursday, November 12, 2026, to discuss its third quarter 2026 financial results. The live webcast will be accessible through the Investor Relations section of the Company’s website at https://investors.lulus.com/. To access the call through a conference line, dial 1-877-407-0792 (in the U.S.) or 1-201-689-8263 (international callers). A replay of the conference call will be posted shortly after the call and will be available for seven days following the call. To access the replay, dial 1-844-512-2921 (in the U.S.) or 1-412-317-6671 (international callers). The access code for the replay is 13762669.

About Lulus

Headquartered in California, but serving millions of customers worldwide, Lulus is a women’s clothing brand offering modern, feminine styles at accessible prices for every occasion. Our goal is to make every customer feel their most confident and beautiful for the moments that matter most. Founded in 1996 and delivering fresh styles almost every day, Lulus uses direct customer feedback and insights to refine product offerings and elevate the customer experience. Lulus’ world-class personal stylists, bridal concierge, and customer care team provide thoughtful, personalized service to shoppers around the world. Follow @lulus on Instagram and @lulus on TikTok. Lulus is a registered trademark of Lulu’s Fashion Lounge, LLC. All rights reserved.

Forward-Looking Statements

This press release contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this press release are forward-looking statements, including but not limited to statements regarding our strategic priorities, business initiatives, demand trends, opportunities for long-term growth, operating environment, cost reduction and inventory management measures, liquidity, and our financial outlook for the fiscal years ending January 3, 2027 and January 2, 2028. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause Lulus’ actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the risk factors discussed in Part I, Item 1A, “Risk Factors” in Lulus’ Annual Report on Form 10-K for the fiscal year ended December 28, 2025, Part II, Item 1A, “Risk Factors” in Lulus’ Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2026, and our other filings with the Securities and Exchange Commission which could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While Lulus may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, except as required by law, even if subsequent events cause its views to change.

Use of Non-GAAP Financial Measures and Other Operating Metrics

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), we reference in this press release and the accompanying tables the following non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt and Free Cash Flow. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and our non-GAAP measures may be different from non-GAAP measures used by other companies. We use these non-GAAP financial measures to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses that may not be indicative of our ongoing core operating performance. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when analyzing historical performance and liquidity and when planning, forecasting, and analyzing future periods. For a reconciliation of these non-GAAP financial measures to GAAP measures, please see the tables captioned “Reconciliation of Non-GAAP Financial Measures” included at the end of this release. Definitions of our non-GAAP financial measures and other operating metrics are presented below. We also use certain key operating metrics, including Gross Margin, Active Customers, and Average Order Value.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss) before interest expense, income taxes or benefit, depreciation and amortization, adjusted to exclude the effects of equity-based compensation expense and other non-routine expenses. Adjusted EBITDA is a key measure used by management to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis and, in the case of exclusion of the impact of equity-based compensation, excludes items that we do not consider to be indicative of our core operating performance.

Adjusted EBITDA Margin

Adjusted EBITDA Margin is a non-GAAP financial measure that we calculate as Adjusted EBITDA (as defined above) as a percentage of our net revenue.

Active Customers

We define Active Customers as the number of customers who have made at least one purchase across our platform in the prior 12-month period. Active Customer count is measured as of the last day of the relevant period. We consider the number of Active Customers to be a key performance metric on the basis that it is directly related to consumer awareness of our brand, our ability to attract visitors to our primarily digital platform, and our ability to convert visitors to paying customers. Active Customer counts are based on deduplication logic using customer account and guest checkout name, address, and email information.

Average Order Value

We define Average Order Value (“AOV”) as the sum of the total gross sales before returns across our platform in a given period, plus shipping revenue, less discounts and markdowns, divided by the Total Orders Placed (as defined below) in that period. AOV reflects the average basket size of our customers. AOV may fluctuate as we continue investing in the development and introduction of new Lulus merchandise and as a result of our promotional discount activity.

Free Cash Flow

Free Cash Flow is a non-GAAP financial measure that we calculate as net cash provided by (used in) operating activities less cash used for capitalized software development costs and purchases of property and equipment. We view Free Cash Flow as an important indicator of our liquidity because it measures the amount of cash we generate.  

Gross Margin

We define Gross Margin as gross profit as a percentage of our net revenue. Gross profit is equal to our net revenue less cost of revenue. Certain of our competitors and other retailers may report cost of revenue differently than we do. As a result, the reporting of our gross profit and Gross Margin may not be comparable to other companies.

Net Debt

Net Debt is a non-GAAP financial measure that is defined as total debt, which currently consists of borrowings under the Company’s 2025 credit agreement with White Oak Commercial Finance, LLC, as amended, less cash and cash equivalents. We consider Net Debt to be an important supplemental measure of our financial position, which allows us to analyze our leverage. 

Total Orders Placed

We define Total Orders Placed as the number of customer orders placed across our platform during a particular period. An order is counted on the day the customer places the order. We do not adjust the number of Total Orders Placed for any cancellation or return that may have occurred subsequent to a customer placing an order. Total Orders Placed, together with AOV, is an indicator of the net revenue we expect to generate in a particular period.

 
LULU’S FASHION LOUNGE HOLDINGS, INC.
KEY OPERATING AND FINANCIAL METRICS
(Unaudited)
                 
    Fiscal Quarters Ended
    September 27, 2026   September 28, 2025
    (13 weeks)   (13 weeks)
    (In thousands, except Average Order Value and percentages)
Gross Margin     44.9   %     42.6   %
Net loss and comprehensive loss   $ (4,265 )     $ (2,317 )  
Adjusted EBITDA (1)   $ (1,801 )     $ 364    
Adjusted EBITDA Margin (1)     (3.1 ) %     0.5   %
Active Customers     2,040         2,380    
Average Order Value   $ 141       $ 141    
                     

Note: Refer to “Use of Non-GAAP Financial Measures and Other Operating Metrics” section above for definitions of these metrics.

(1) Refer to the table below for a reconciliation of net loss and net loss margin to non-GAAP Adjusted EBITDA and Adjusted EBITDA Margin for the thirteen weeks ended September 27, 2026 and September 28, 2025.

 
LULU’S FASHION LOUNGE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
 

A reconciliation to non-GAAP Net Debt from total debt as of September 27, 2026, June 28, 2026 and December 28, 2025 is as follows:

    As of
    September 27, 2026   June 28, 2026   December 28, 2025
    (In thousands)
Total debt (1)   $ (15,360 )   $ (10,082 )   $ (14,390 )
Cash and cash equivalents     6,535       4,123       2,661  
Net Debt   $ (8,825 )   $ (5,959 )   $ (11,729 )
                         

(1) Consists of borrowings under the Company’s 2025 credit agreement with White Oak Commercial Finance, LLC as of September 27, 2026, June 28, 2026 and December 28, 2025, which are presented as “Asset Based Revolving Credit Facility – current” in the Company’s Condensed Consolidated Balance Sheets in the Quarterly Report on Form 10-Q for the period ended September 27, 2026.

A reconciliation to non-GAAP Adjusted EBITDA and Adjusted EBITDA Margin from net loss and net loss margin for the thirteen weeks ended September 27, 2026 and September 28, 2025 is as follows:

    Fiscal Quarters Ended
    September 27, 2026   September 28, 2025
    (13 weeks)   (13 weeks)
    (In thousands, except percentages)
Net loss and comprehensive loss   $ (4,265 )     $ (2,317 )  
Excluding:                
Depreciation and amortization     991         1,261    
Interest expense     370         544    
Income tax provision     20         53    
Equity-based compensation expense (1)     600         823    
Other non-routine expense (2)     483         —    
Adjusted EBITDA   $ (1,801 )     $ 364    
Net loss margin     (7.3 ) %     (3.1 ) %
Adjusted EBITDA Margin     (3.1 ) %     0.5   %
                     

(1) The thirteen weeks ended September 27, 2026 include equity-based compensation expense for performance stock units (“PSUs”) granted during prior periods and restricted stock units (“RSUs”) granted during the period and prior periods. The thirteen weeks ended September 28, 2025 include equity-based compensation expense for PSUs and RSUs granted during the period and prior periods.
(2) The thirteen weeks ended September 27, 2026 include primarily fees related to the strategic alternatives process.

A reconciliation to non-GAAP Free Cash Flow from net cash (used in) provided by operating activities for the thirteen and thirty-nine weeks ended September 27, 2026 and September 28, 2025 is as follows:

    Thirteen Weeks Ended   Thirty-Nine Weeks Ended
    September 27, 2026   September 28, 2025   September 27, 2026   September 28, 2025
    (in thousands)
Net cash (used in) provided by operating activities   $ (2,066 )   $ (1,819 )   $ 5,420     $ 5,147  
Capitalized software development costs     (260 )     (543 )     (971 )     (1,353 )
Purchases of property and equipment     (23 )     (32 )     (155 )     (308 )
Free Cash Flow   $ (2,349 )   $ (2,394 )   $ 4,294     $ 3,486  
                                 

Contact
investors@lulus.com

– Independent Safety Monitoring Committee recommended advancement of SER-252 in Parkinson’s disease to Cohort 2 
– Dosing initiated in Cohort 2 of the registrational study; topline single-ascending-dose data expected in the first half of 2027 –

HUNTSVILLE, Nov. 12, 2026 (GLOBE NEWSWIRE) — Serina Therapeutics, Inc. (“Serina” or the “Company”) (NYSE American: SER), a clinical-stage biotechnology company developing its proprietary POZ Platform™ drug optimization technology, today reported its financial results for the third quarter ended September 30, 2026, along with key business updates.

“We are excited about the achievement of important clinical milestones for SER-252 in Parkinson’s disease, advancing from the initial evaluation of our lowest-dose cohort into the next stage of dose escalation,” said Steve Ledger, Chief Executive Officer of Serina. “Importantly, the blinded pharmacokinetic observations from Cohort 1 showed the sustained drug exposure SER-252 was designed to achieve, and the independent Safety Monitoring Committee recommended proceeding with continued development. Dosing in Cohort 2 is currently underway and focuses on demonstrating SER-252’s potential as a differentiated treatment option for patients with advanced Parkinson’s disease to improve the significant challenge of consistent symptom control.”

Recent Business Highlights

  • SER-252 Advanced to Cohort 2 Following Independent Safety Review: In September 2026, Serina announced that the independent Safety Monitoring Committee (“SMC”) had completed its blinded review of safety and tolerability data from Cohort 1 of the ongoing registrational study of SER-252 in patients with advanced Parkinson’s disease and recommended advancement to Cohort 2. The Company subsequently initiated dosing in Cohort 2, which is evaluating a higher dose level as part of the study’s single-ascending-dose portion. The trial continues to assess safety, tolerability, pharmacokinetics and exploratory clinical measures of motor function, with topline data from the single-ascending-dose portion expected in the first half of 2027.
  • Encouraging Initial Clinical Observations from Cohort 1: In September 2026, Serina reported initial blinded observations from the lowest-dose cohort of its SER-252 study. Pharmacokinetic findings were consistent with the prolonged apomorphine exposure the investigational treatment is designed to provide. Blinded exploratory clinical assessments also identified sustained periods of improvement in motor function in individual patients. These preliminary observations, together with the safety and tolerability findings reviewed by the SMC, support continued evaluation of SER-252 at higher dose levels. The study remains blinded, and additional clinical data will further characterize the treatment’s potential safety and efficacy profile.

Third Quarter Operating Results

Operating expenses for the three months ended September 30, 2026 and 2025 were $8.0 million and $6.4 million, respectively.

Research and development expenses were $4.6 million for the three months ended September 30, 2026, compared to $3.6 million for the same period in 2025. The $1.0 million increase was primarily driven by increased clinical-related activities, contract manufacturing expenses, and compensation expenses, partially offset by lower amortization of a prepaid technology access fee that was fully amortized in 2025 and lower consultant spend.

General and administrative expenses were $3.3 million for the three months ended September 30, 2026, compared to $2.7 million for the same period in 2025. The increase of $0.6 million was primarily driven by increases in legal expenses related to financing and general corporate activities and compensation and recruiting expenses.

Other expense was immaterial for the three months ended September 30, 2026 compared to $1.8 million income for the same period in 2025. The $1.8 million decrease in income was primarily attributable to the decreases of 2025 non-cash gains resulting from the change in the fair value of our liability-classified warrants and the expiration of warrants, higher interest expense related to the 2025 Convertible Note and financing costs related to the Roth Committed Equity Facility, partially offset by higher interest income due to higher cash balances.

Net loss attributable to Serina common stockholders for the three months ended September 30, 2026 was $7.9 million, or $(0.31) per basic and diluted share, compared to net loss of $4.7 million, or $(0.45) per basic and diluted share for 2025.

Liquidity Information

Cash and cash equivalents totaled $19.4 million as of September 30, 2026.

About Serina Therapeutics

Serina is a clinical-stage biotechnology company developing a pipeline of wholly owned drug product candidates to treat neurological diseases and other indications. Serina’s POZ Platform™ provides the potential to improve the integrated efficacy and safety profile of multiple modalities including small molecules, RNA-based therapeutics and antibody-based drug conjugates (ADCs). Serina is headquartered in Huntsville, Alabama on the campus of the HudsonAlpha Institute of Biotechnology.

About the POZ Platform™

Serina’s proprietary POZ technology is based on a synthetic, water soluble, low viscosity polymer called poly(2-oxazoline). Serina’s POZ technology is engineered to provide greater control in drug loading and more precision in the rate of release of attached drugs delivered via subcutaneous injection. The therapeutic agents in Serina’s product candidates are typically well-understood and marketed drugs that are effective but are limited by pharmacokinetic profiles that can include toxicity, side effects and short half-life. Serina believes that by using POZ technology, drugs with narrow therapeutic windows can be designed to maintain more desirable and stable levels in the blood.

Serina’s POZ platform delivery technology has potential for use across a broad range of payloads and indications. Serina intends to advance additional applications of the POZ platform via out-licensing, co-development, or other partnership arrangements, including the non-exclusive license agreement with Pfizer, Inc. to use Serina’s POZ polymer technology for use in lipid nanoparticle drug (LNP) delivery formulations.

About SER-252 (POZ-apomorphine)

SER-252 is an investigational apomorphine therapy developed with Serina’s POZ platform and designed to provide continuous dopaminergic stimulation (CDS). CDS has been shown to reduce the severity of levodopa-related motor complications (dyskinesia) in Parkinson’s disease. Preclinical studies support the potential of SER-252 to provide CDS without skin reactions.

SER-252 Registrational Study Design Overview

The SER-252 study is a randomized, double-blind, placebo-controlled trial with single-ascending-dose (five cohorts of eight; n=40) and multiple-ascending-dose components (up to three cohorts of sixteen; n=48) in adults with Parkinson’s disease and motor fluctuations. The registrational study is designed to evaluate safety, tolerability, and pharmacokinetics of subcutaneous SER-252 versus placebo, with exploratory efficacy measures that include MDS-UPDRS motor scores and structured motor-state assessments. Dose escalation will be overseen by an independent Safety Monitoring Committee and the study will be conducted across sites in the U.S. and Australia.

For more information, please visit https://serinatx.com.

Cautionary Statement Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of federal securities laws that involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These statements are based on management’s current expectations, plans, beliefs or forecasts for the future, and are subject to uncertainty and changes in circumstances. The facts and assumptions underlying these statements may change, and undue reliance should not be placed on these forward-looking statements which speak only as of the date they are made. Any statements that are not historical fact (including, but not limited to statements that contain words such as “may,” “will,” “believes,” “plans,” “intends,” “anticipates,” “targeting,” “expects,” or “estimates”) should be considered to be forward-looking statements, including statements about the potential of Serina’s POZ polymer technology, Serina’s estimates regarding future revenue, expenses, capital requirements and need for additional financing, and Serina’s planned clinical programs, including planned clinical trials. Risks and uncertainties include, among other things, the fact that the Cohort 1 data described in this release are preliminary, blinded, and exploratory, and involve a small number of patients, and therefore may not be evidence of treatment effect or predictive of future results; the uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials, regulatory holds, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; Serina’s ability to continue as a going concern; the risk that clinical trial data are subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with the design of and results from our clinical studies; whether and when any applications may be filed for any drug or vaccine candidates in any jurisdictions; whether and when regulatory authorities may approve any potential applications that may be filed for any drug or vaccine candidates in any jurisdictions, which will depend on a myriad of factors, including making a determination as to whether the product’s benefits outweigh its known risks and determination of the product’s efficacy and, if approved, whether any such drug or vaccine candidates will be commercially successful; decisions by regulatory authorities impacting labeling, manufacturing processes, safety and/or other matters that could affect the availability or commercial potential of any drug or vaccine candidates; and competitive developments. These risks as well as other risks are more fully discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and the Company’s other periodic reports and documents filed from time to time with the SEC. The information contained in this release is as of the date hereof, and, except as required by law, Serina assumes no obligation to update forward-looking statements contained in this release as the result of new information or future events or developments.

For inquiries, please contact:
Stefan Riley
sriley@serinatherapeutics.com
(256) 327-9630

SERINA THERAPEUTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)

  September 30, 2026   December 31, 2025
ASSETS      
Current assets:      
Cash and cash equivalents $  19,403      $  3,056   
Prepaid expenses and other current assets    1,528         3,024   
Total current assets    20,931         6,080   
Property and equipment, net    466         465   
Right-of-use assets, operating leases    394         377   
Other assets    82         29   
TOTAL ASSETS $  21,873      $  6,951   
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)      
Current liabilities:      
Accounts payable $  1,338      $  1,931   
Accrued expenses    2,480         1,207   
Warrant liability    —         88   
Other current liabilities    711         337   
Total current liabilities    4,529         3,563   
Warrant liability, non-current    55         283   
Convertible Note, net    3,173         2,946   
Operating lease liabilities, net of current portion    197         196   
TOTAL LIABILITIES    7,954         6,988   
Stockholders’ equity (deficit):      
Series A convertible preferred stock    —         4,940   
Common stock    3         1   
Additional paid-in capital    98,580         58,536   
Accumulated other comprehensive loss    (4 )      (14 )
Accumulated deficit    (84,660 )      (63,500 )
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)    13,919         (37 )
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $  21,873      $  6,951   


SERINA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)

  Three months ended September 30,   Nine months ended September 30,
    2026       2025       2026       2025  
REVENUES              
Contract revenues $  125      $  —      $  125      $  —   
Grant revenues    —         —         —         130   
Total revenues    125         —         125         130   
OPERATING EXPENSES              
Research and development    4,627         3,651         11,642         9,754   
General and administrative    3,359         2,741         9,408         8,191   
Total operating expenses    7,986         6,392         21,050         17,945   
Loss from operations    (7,861 )      (6,392 )      (20,925 )      (17,815 )
OTHER (EXPENSE) INCOME, NET              
Interest expense    (204 )      (6 )      (596 )      (15 )
Change in fair value of warrants    58         1,044         212         1,076   
Change in fair value of tranche liability    —         —         1,377         —   
Loss on extinguishment of financial commitment assets and contingent warrants, net    —         —         (1,616 )      —   
Gain on warrant expiration    —         724         —         724   
Other income, net    101         35         388         151   
Total other (expense) income, net    (45 )      1,797         (235 )      1,936   
NET LOSS    (7,906 )      (4,595 )      (21,160 )      (15,879 )
Net loss attributable to noncontrolling interest    —         10         —         33   
NET LOSS ATTRIBUTABLE TO SERINA THERAPEUTICS, INC. $  (7,906 )   $  (4,585 )   $  (21,160 )   $  (15,846 )
NET LOSS ATTRIBUTABLE TO SERINA COMMON STOCKHOLDERS $  (7,906 )   $  (4,686 )   $  (23,773 )   $  (16,063 )
NET LOSS PER SHARE ATTRIBUTABLE TO SERINA COMMON STOCKHOLDERS,
BASIC AND DILUTED
$  (0.31 )   $  (0.45 )   $  (1.32 )   $  (1.60 )
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED    25,413         10,339         18,013         10,032   


SERINA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

  Nine months ended
September 30,
    2026       2025  
Net cash used in operating activities $  (16,747 )   $  (11,922 )
Net cash used in investing activities    (56 )      (59 )
Net cash provided by financing activities    33,141         16,931   
Effect of foreign currency on cash and cash equivalents    9         (2 )
Net change in cash and cash equivalents    16,347         4,948   
Cash and cash equivalents, beginning of period    3,056         3,672   
Cash and cash equivalents, end of the period $  19,403      $  8,620   

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