GRAND CAYMAN, Cayman Islands, Oct. 26, 2026 (GLOBE NEWSWIRE) — Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (the “Company” or “Greenlight Re”), a multiline property and casualty insurer and reinsurer, today announced that it expects to release financial results for the third quarter and nine months ended September 30, 2026, after the market closes on Monday, November 2, 2026.  A live conference call to discuss the financial results will be held on Tuesday, November 3, 2026, at 9:00 a.m. Eastern Time.

Conference Call Details

To participate in the Greenlight Re Third Quarter 2026 Earnings Call, please dial in to the conference call at:

U.S. toll free 1-877-407-9753 
International 1-201-493-6739

The conference call can also be accessed via webcast at:

https://event.webcasts.com/starthere.jsp?ei=1731027&tp_key=691022d3df

A telephone replay will be available following the call through November 8, 2026.  The replay of the call may be accessed by dialing 1-877-660-6853 (U.S. toll free) or 1-201-612-7415 (international), access code 13755439. An audio file of the call will also be available on the Company’s website, www.greenlightre.com.

About Greenlight Capital Re, Ltd.

Greenlight Re (www.greenlightre.com) provides multiline property and casualty insurance and reinsurance through its licensed and regulated reinsurance entities in the Cayman Islands and Ireland, and its Lloyd’s platform, Greenlight Innovation Syndicate 3456. The Company complements its underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies. The Company’s innovations unit, Greenlight Re Innovations, supports technology innovators in the (re)insurance space by providing investment capital, risk capacity, and access to a broad insurance network.

Investor Relations Contact
Jeremy Hellman
Vice President, The Equity Group Inc.
(212) 836-9626
IR@greenlightre.ky

  • Third quarter 2026 reported diluted EPS of $0.99 and adjusted diluted EPS (non-GAAP)1 of $1.04, as compared to reported and adjusted diluted EPS in the third quarter of 2025 of $1.27 and $1.27, respectively
  • Year-to-date 2026 reported diluted EPS of $2.13 and adjusted diluted EPS (non-GAAP)1 of $2.30, as compared to reported and adjusted diluted EPS in the same period of 2025 of $2.48 and $2.53, respectively
  • 2026 standalone adjusted diluted EPS guidance, which excludes the impacts of the Quadvest and pending Cibolo Valley acquisitions and the financings thereof, narrowed to $3.10-$3.161 (midpoint remains $3.13). 2026 adjusted diluted EPS guidance, including the impacts of the acquisitions and the financings thereof, initiated at $2.91-$2.971
  • No change to our 5-year and long-term diluted EPS growth and financial targets
  • $325.1 million2 of total company-funded infrastructure investments in 2026 through the third quarter out of a revised full year capital plan of approximately $465 million; no change to our total $2.7 billion2 capital plan over the 2026-30 period
  • Quadvest acquisition closed on October 1, 2026; active Quadvest connections up 14%, or 7,700, in 2026 while connections under contract and pending development have grown 13%, or 11,300 connections, in 2026
  • Declared $0.44 cash dividend per share of common stock

SAN JOSE, Calif., Oct. 26, 2026 (GLOBE NEWSWIRE) — H2O America (NASDAQ: HTO) today reported financial results for the third quarter of 2026.

“Our third quarter results have our company in position to deliver on our full year 2026 guidance and we remain committed to our longer-term financial targets,” said chair and chief executive officer, Andrew F. Walters. “The close of the Quadvest acquisition earlier this month marked a significant milestone in our strategy to build a stronger, more diversified utility portfolio. The addition of Quadvest’s active connections plus the anticipated build out of its development pipeline along with our more than $750 million of capital investments that we have planned through 2030 across the combined Texas Water Company enterprise means that Texas will be an increasingly meaningful driver of H2O America’s long-term ability to provide sustainable value for all of our customers, communities and capital partners. Beyond Texas, I am incredibly proud of the progress that our teams have made with respect to the general rate cases in Connecticut and Maine as we pursue recovery of the more than $180 million of combined investments that are not yet recognized in rates as well as the preparations being made by our California team with respect to the upcoming 2028-30 GRC filing. I am so very grateful to lead a team of such dedicated partners as we work to execute on our operational, regulatory and financial growth goals while providing our customers and the communities that we are honored to serve with the high-quality service they deserve.”

Third Quarter 2026 Operating Results

Net income prepared in accordance with GAAP for the third quarter ended September 30, 2026 was $43.0 million, a 5% decrease compared to $45.1 million in the same quarter last year. GAAP diluted EPS for the quarter of $0.99 decreased versus $1.27 in the prior year quarter.

Adjusting for costs associated with merger, acquisition and integration activities and non-utility real estate transactions, H2O America’s adjusted net income (non-GAAP)1 in the third quarter of 2026 was $45.2 million, a decrease of 1% compared to $45.5 million in the prior year quarter. Adjusted diluted EPS (non-GAAP) for the quarter of $1.04 decreased versus $1.27 in the prior year quarter.

For both GAAP and adjusted results, while our net income was down modestly during the 2026 period, there was a more profound impact on EPS from the higher share count as a result of leveraging our at-the-market (ATM) program throughout 2025 and our common stock issuance in early March of 2026. A full reconciliation of GAAP net income to adjusted net income for the quarter ended September 30, 2026 is included in the tables at the end of this news release.

Operating revenue for the third quarter was $250.2 million, compared to $240.6 million for the same quarter last year, a 4% increase. The increase was driven primarily by rate increases of $16.2 million, nearly half of which relates to higher pass-through water costs, across all of our states but primarily in California and Connecticut. This was partially offset by lower customer consumption of $4.1 million and a decrease of $2.6 million due to regulatory mechanism adjustments.

Operating expenses for the third quarter were $189.7 million, up 8% compared to $175.9 million for the same quarter last year. This change in operating expenses primarily reflects:

  • An increase in water production expenses of $5.0 million compared to the same quarter last year primarily attributable to increases in average per unit costs for purchased water and groundwater extraction, partially offset by lower usage.
  • An increase in depreciation and amortization expense of $3.7 million associated with utility plant additions placed in service compared to the same quarter last year.
  • An increase in merger and acquisition costs of $3.1 million related to the acquisition and integration of Quadvest.
  • An increase in all other operating expenses of $2.0 million compared to the same quarter last year primarily attributable to a net increase in general and administrative expenses driven by higher outsourced services costs.

The effective consolidated income tax rates for the third quarter of each of 2026 and 2025 was 11%.

Year-to-Date Operating Results

Net income prepared in accordance with GAAP for the nine months ended September 30, 2026 was $88.6 million, a 3% increase compared to $86.4 million in the same period of 2025. GAAP diluted EPS for the nine months of $2.13 decreased versus $2.48 in the same period last year.

H2O America’s adjusted net income (non-GAAP) for the nine months ended September 30, 2026 was $95.3 million, an increase of 8% compared to $88.4 million in the same period last year. Adjusted diluted EPS (non-GAAP) for the nine months ended September 30, 2026 of $2.30 decreased versus $2.53 in the same period last year.

For both GAAP and adjusted results, while our net income grew during the 2026 period, our EPS declined as the increase in net income was more than offset by the higher share count as a result of leveraging our ATM program throughout 2025 and our common stock issuance in early March of 2026. A full reconciliation of GAAP net income to adjusted net income for the nine months ended September 30, 2026 is included in the tables at the end of this news release.

Operating revenue for the first nine months of 2026 was $644.0 million compared to $606.4 million for the same period last year, a 6% increase. The increase was driven primarily by rate increases, including pass-through water costs, of $42.7 million across all of our states, and $1.1 million from customer growth. This was partially offset by a decrease of $4.3 million due to regulatory mechanism adjustments and lower customer consumption of $2.0 million.

Operating expenses for the first nine months of 2026 were $503.3 million, up 9% compared to $462.0 million for the same period last year. This change in operating expenses primarily reflects:

  • An increase in water production expenses of $17.1 million compared to the same period last year primarily attributable to increases in average per unit costs for purchased water and groundwater extraction, increases in water production balancing and memorandum accounts, primarily relating to the Full Cost Balancing Account (“FCBA”), partially offset by decreases in costs as a result of increased availability of surface water.
  • An increase in depreciation and amortization expense of $11.1 million associated with utility plant additions placed in service compared to the same period last year.
  • An increase in merger and acquisition costs of $7.1 million related to the acquisition and integration of Quadvest and other acquisition-related activities.
  • An increase in all other operating expenses of $6.0 million compared to the same period last year primarily attributable to a net increase in general and administrative expenses driven by higher outsourced services.costs.

The effective consolidated income tax rates for the nine months ended September 30, 2026 and 2025 were 12% and 14%, respectively. The lower effective tax rate for the 2026 period was primarily due to higher flow through tax benefits.

Capital Expenditures

Through September 30, 2026, H2O America has invested $325.1 million2 in infrastructure. We are adjusting our full year 2026 company-funded capital investment plan to approximately $465 million from $483 million due primarily to increased levels of developer-funded capital at our Texas subsidiary partially offset by the inclusion of planned Quadvest capex following the October 1 close of the acquisition. We continue to plan to invest a total of $2.7 billion2 over the 2026-30 period (including the impacts of Quadvest and Cibolo Valley) to build and maintain our water and wastewater operations, subject to regulatory approvals and availability of funding.

Quadvest Acquisition Update

On October 1, 2026, the Company completed the acquisition of substantially all assets of Quadvest. Total cash consideration transferred upon close was $542.7 million. The acquisition marks an important milestone in the Company’s Texas growth strategy by expanding the Company’s regulated and wholesale water and wastewater operations throughout the greater Houston metropolitan area, which enhances scale, supports sustainable customer growth, improves operational effectiveness, and provides a platform for continued geographic expansion within the state.

Quadvest continues to achieve its anticipated customer growth. Total active connections grew 14%, or 7,700 connections, during the first nine months of 2026 after growing 16%, or 7,400 connections, in 2025. This brings Quadvest’s total active connections to 62,200 as of September 30, 2026. In addition, despite converting 7,700 connections to active during the first nine months of 2026, the number of connections under contract and pending development at September 30, 2026 grew by 11,300, to more than 98,000, since December 31, 2025. As previously communicated, we expect the addition of Quadvest to drive Texas from 8% of our consolidated customer base at year-end 2025 to 26% by 2029.

2026 and Long-Term EPS Guidance

The company is narrowing standalone 2026 adjusted diluted EPS guidance to $3.10-$3.16, preserving the $3.13 midpoint of the original $3.08-$3.181 range.

Standalone 2026 adjusted diluted EPS guidance excludes the impacts of the Quadvest and pending Cibolo Valley acquisitions and the financings thereof, which will be initially dilutive to EPS prior to our ability to implement new rates reflecting the ratemaking rate bases of the acquired assets resulting from a consolidated Texas general rate case that we expect to file during the first half of 2027.

With the close of the Quadvest acquisition on October 1, we are providing 2026 adjusted diluted EPS guidance of $2.91-$2.97, which incorporates the anticipated impacts of Quadvest and the pending Cibolo Valley acquisitions, including the financings thereof.

We also affirm our non-linear, long-term adjusted diluted EPS CAGR target of 6-8%, anchored off of 2025’s adjusted diluted EPS of $2.99. The long-term 6-8% CAGR target reflects a long-term, sustainable organic growth rate that is supported by elevated capital investment needs for decades to come and does not factor in any potential M&A opportunities beyond Quadvest and Cibolo Valley.

Further, we continue to expect to deliver a non-linear adjusted diluted EPS CAGR at or above the top end of the 6-8% range over the 2026-30 period.

Our guidance is subject to risks and uncertainties, including, without limitation, those factors outlined in the Forward-Looking Statements of this release and the Risk Factors section of the company’s annual and quarterly reports filed with the Securities and Exchange Commission.

Rate Activity and Regulatory Highlights

California

On April 10, 2026, San Jose Water Company (SJWC) filed with the California Public Utilities Commission (CPUC) for cost recovery of its planned PFAS compliance program. Specifically, SJWC seeks authorization to design and construct an ion exchange PFAS remediation system at its Williams Station as well as to track the associated capital and operation and maintenance costs for recovery. SJWC estimates the total capital cost of the project to be approximately $176 million. Based on the ALJ’s schedule in the docket, a proposed decision is expected during the second quarter of 2027. If approved, SJWC would adjust rates via annual rate base filing offsets.

On September 29, 2026, Governor Newsom signed Senate Bill 1153, which strengthens water utilities’ wildfire resilience by requiring, beginning January 1, 2028, all urban retail water suppliers serving 3,300 or more persons and serving a high or very high fire hazard severity zone to include incident-specific response procedures for wildfires as part of their disaster preparedness plans. SB 1153 also clarifies public water systems’ wildfire liability limitations.

Connecticut

On May 11, 2026, Connecticut Water Company (CWC) filed a general rate case application with the Public Utilities Regulatory Authority (PURA) requesting a $28.8 million increase in annual revenues for the recovery of the approximately $145 million of infrastructure investments made between its last rate case and the end of 2026 as that investment is not reflected in current rates. The test year is the 12-month period ending December 31, 2025, for new rates to become effective February 2027. Evidentiary hearings concluded earlier this month and a proposed final decision is expected in mid-December.

Maine

On April 13, 2026, Maine Water Company (MWC) filed its first consolidated general rate case with the Maine Public Utilities Commission (MPUC) requesting a $9.5 million increase in annual revenues for the recovery of an anticipated $36 million of infrastructure investments not reflected in current rates using a test year ending December 31, 2025. New rates are expected to go into effect by the second quarter of 2027.

Texas

On August 17, 2026, the Public Utility Commission of Texas (PUCT) issued an order in Texas Water Company’s (TWC) Sale-Transfer-Merger (STM) application that allows for the acquisition of Quadvest, L.P.’s assets. As discussed earlier, the Company completed the acquisition of substantially all assets of Quadvest on October 1, 2026.

On September 16, 2026, the PUCT issued an order in TWC’s STM application that allows for the acquisition of the Cibolo Valley wastewater treatment plant and associated collection systems, which serve more than 1,500 wastewater connections within TWC’s existing water service area, to close. We expect to close the transaction on November 2, 2026.

On October 1, 2026, the PUCT adopted the administrative law judge (ALJ) proposal for decision in our system improvement charge (SIC) application following the completion of the Staff’s number run. The order, which was effective immediately, results in a $0.2 million decrease in annual revenues as compared to the $5.1 million increase sought for completed water and wastewater projects in TWC’s October 6, 2025 application.

Dividend

On October 23, 2026, the Board of Directors of H2O America declared a quarterly cash dividend on common stock of $0.44 per share, payable on December 1, 2026, to shareholders of record at the close of business on November 9, 2026. The 2026 annualized dividend is expected to be $1.76 per share compared with $1.68 per share in 2025.

Dividends have been paid on H2O America’s and its predecessor’s common stock for more than 80 consecutive years, and the annual dividend amount has increased in each of the past 58 years, placing H2O America in an exclusive group of companies.

Financial Results Call Information

Andrew F. Walters, chair and chief executive officer, Ann P. Kelly, chief financial officer and treasurer, and Bruce A. Hauk, president and chief operating officer, will review results for the third quarter of 2026 along with discussing other recent developments in a live webcast presentation at 7 a.m. Pacific Time, or 10 a.m. Eastern Time, on Tuesday, October 27, 2026.

Interested parties may access the webcast and related presentation materials at the website www.h2o-america.com. An archive of the webcast will be available until January 26, 2027.

Non-GAAP Financial Measures

H2O America’s net income and diluted EPS are prepared in accordance with GAAP and represent the earnings as reported to the Securities and Exchange Commission. Adjusted net income and Adjusted diluted EPS are non-GAAP financial measures representing GAAP earnings adjusted to exclude the effects of non-utility real estate transactions and costs associated with mergers, acquisitions and integration activities, if any. These non-GAAP financial measures are provided as additional information for investors to evaluate the performance of H2O America’s business activities excluding these items. Management also believes these non-GAAP financial measures help investors and analysts better understand our actual results compared to our guidance on a non-GAAP basis. H2O America uses adjusted net income and/or adjusted diluted EPS as the primary performance measurements when communicating with analysts and investors regarding our outlook and results. Adjusted net income and Adjusted diluted EPS are also used internally to measure performance. However, these non-GAAP financial measures may be different from non-GAAP financial measures used by other companies, even when the same or similarly titled terms are used to identify such measures, limiting their usefulness for comparative purposes. Further, these non-GAAP financial measures should be considered as a supplement to the financial information prepared on a GAAP basis rather than an alternative to the respective GAAP financial measures.

About H2O America

H2O America is among the largest investor-owned pure-play water and wastewater utilities in the United States, providing life-sustaining and high-quality water service to over 1.7 million people. H2O America’s locally led and operated water utilities – San Jose Water Company in California, The Connecticut Water Company in Connecticut, The Maine Water Company in Maine, and SJWTX, Inc. (dba The Texas Water Company) in Texas, including Quadvest’s operations – possess the financial strength, operational expertise, and technological innovation to safeguard the environment, deliver outstanding service to customers, and provide opportunities to employees. H2O America remains focused on investing in its operations, remaining actively engaged in its local communities, and delivering continued sustainable value to its stockholders. For more information about H2O America, please visit www.h2o-america.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the federal securities laws relating to future events and future results of H2O America and its subsidiaries that are based on current expectations, estimates, forecasts, and projections about H2O America and its subsidiaries and the industries in which H2O America and its subsidiaries operate and the beliefs and assumptions of the management of H2O America. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “estimates,” “anticipates,” “intends,” “seeks,” “plans,” “projects,” “may,” “should,” “will,” “approximately,” “strategy,” or the negative of those words or other comparable terminology. These forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the following factors: (1) the risks associated with the Quadvest and Cibolo Valley transactions, including, the risk of the proposed Cibolo Valley transaction not closing on the anticipated timeline, or at all, and the ability to successfully integrate Quadvest’s and Cibolo Valley’s operations and realize the projected financial and other benefits of the proposed transactions; (2) the effect of water, utility, environmental and other governmental policies and regulations, including regulatory actions concerning rates, authorized return on equity, authorized capital structures, capital expenditures, PFAS and other decisions; (3) changes in demand for water and other services; (4) unanticipated weather conditions and changes in seasonality including those affecting water supply and customer usage; (5) the effect of the impact of climate change; (6) unexpected costs, charges or expenses; (7) our ability to successfully evaluate investments in new business and growth initiatives; (8) contamination of our water supplies and damage or failure of our water equipment and infrastructure; (9) the risk of work stoppages, strikes and other labor-related actions; (10) catastrophic events such as fires, earthquakes, explosions, floods, ice storms, tornadoes, hurricanes, terrorist acts, physical attacks, cyber-attacks, epidemic, or similar occurrences; (11) changes in general economic, political, legislative, business and financial market conditions; (12) the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings, changes in interest rates, compliance with regulatory requirements, compliance with the terms and conditions of our outstanding indebtedness and general market and economic conditions; and (13) legislative and general market and economic developments. The risks, uncertainties and other factors may cause the actual results, performance or achievements of H2O America to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Results for a quarter are not indicative of results for a full year due to seasonality and other factors. In addition, actual results, performance or achievements are subject to other risks and uncertainties that relate more broadly to our overall business, including those more fully described in our filings with the SEC, including our most recent reports on Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements are not guarantees of future performance, and speak only as of the date made, and H2O America undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

H2O America Contacts:

Ann P. Kelly
Chief Financial Officer and Treasurer
408.385.4752
Ann.Kelly@H2O-America.com

Jonathan Reeder
Senior Director of Treasury and Investor Relations
475.414.1034
Jonathan.Reeder@H2O-America.com

______________________________
1 Adjusted net income and adjusted diluted EPS are non-GAAP financial measures as defined below. See the tables below for reconciliations to the most comparable GAAP measures. Information reconciling adjusted diluted EPS guidance to the comparable GAAP financial measure is unavailable to the company without unreasonable effort, as discussed below.
   
2 Includes both utility plant additions and capitalizable costs associated with cloud-computing arrangements.

H2O America
Condensed Consolidated Statements of Income
(Unaudited)
(in thousands, except share and per share data)

    Three months ended September 30,   Nine months ended September 30,
      2026     2025   2026   2025
Operating revenue   $ 250,229     240,550     643,996     606,404  
Operating expense:                
Production expenses:                
Purchased water     50,360     38,163     116,953     101,537  
Power     4,351     8,175     12,474     15,509  
Groundwater extraction charges     36,020     39,608     87,848     84,253  
Other production expenses     12,575     12,374     37,936     36,857  
Total production expenses     103,306     98,320     255,211     238,156  
Administrative and general     35,441     31,306     98,874     87,861  
Maintenance     8,347     8,016     24,178     22,985  
Property taxes and other non-income taxes     10,168     9,516     28,146     27,217  
Depreciation and amortization     32,478     28,765     96,918     85,797  
Total operating expense     189,740     175,923     503,327     462,016  
Operating income     60,489     64,627     140,669     144,388  
Other (expense) income:                
Interest on long-term debt and other interest expense     (18,161 )   (17,898 )   (54,951 )   (54,292 )
Pension non-service credit     1,975     1,587     5,906     4,810  
Other, net     3,943     2,607     9,595     5,384  
Income before income taxes     48,246     50,923     101,219     100,290  
Provision for income taxes     5,202     5,791     12,573     13,932  
Net income     43,044     45,132     88,646     86,358  
Comprehensive income   $ 43,044     45,132     88,646     86,358  
                 
Earnings per share                
—Basic   $ 1.03     1.27     2.18     2.49  
—Diluted   $ 0.99     1.27     2.13     2.48  
Dividends per share   $ 0.44     0.42     1.32     1.26  
Weighted average shares outstanding                
—Basic     41,959,732     35,543,224     40,594,395     34,706,183  
—Diluted     43,478,365     35,643,826     41,644,367     34,797,374  

H2O America
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and per share data)

    September 30,
2026
  December 31,
2025
Assets            
Utility plant:            
Land   $ 44,563     44,600  
Depreciable plant and equipment     4,963,174     4,688,644  
Construction work in progress     347,660     269,272  
Intangible assets     51,683     51,683  
Total utility plant     5,407,080     5,054,199  
Less: accumulated depreciation and amortization     1,190,907     1,120,232  
Net utility plant     4,216,173     3,933,967  
             
Nonutility properties     2,239     1,683  
Less: accumulated depreciation     106     103  
Net nonutility properties     2,133     1,580  
             
Current assets:            
Cash and cash equivalents     572,957     20,686  
Accounts receivable:            
Customers, net of allowances for credit losses of $980 and $722 on September 30, 2026 and December 31, 2025, respectively     87,869     62,471  
Income tax     —     2,720  
Other     7,741     7,710  
Accrued unbilled revenue     71,833     68,971  
Prepaid expenses     15,977     11,634  
Current portion of regulatory assets     14,621     8,315  
Other current assets     7,138     8,086  
Total current assets     778,136     190,593  
Other assets:            
Regulatory assets, less current portion     254,732     246,547  
Investments     20,373     19,711  
Postretirement benefit plans     84,887     80,967  
Goodwill     640,311     640,311  
Other     55,379     35,890  
Total other assets     1,055,682     1,023,426  
Total assets   $ 6,052,124     5,149,566  

H2O America
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and per share data)

    September 30,
2026
  December 31,
2025
Capitalization and liabilities            
Capitalization:            
Stockholders’ equity:            
Common stock, $0.001 par value; authorized 70,000,000 shares; 48,318,991 issued and outstanding shares on September 30, 2026 and 36,118,242 on December 31, 2025   $ 48     36  
Additional paid-in capital     1,582,745     958,188  
Retained earnings     616,956     581,080  
Accumulated other comprehensive income     1,467     1,467  
Total stockholders’ equity     2,201,216     1,540,771  
Long-term debt, less current portion     1,881,391     1,866,819  
Total capitalization     4,082,607     3,407,590  
             
Current liabilities:            
Lines of credit     200,275     86,834  
Current portion of long-term debt     7,882     23,504  
Accrued groundwater extraction charges, purchased water and power     44,660     29,321  
Accounts payable     87,913     75,427  
Accrued interest     23,331     18,241  
Accrued payroll     14,632     19,109  
Current portion of regulatory liabilities     —     —  
Other current liabilities     31,654     20,942  
Total current liabilities     410,347     273,378  
             
Deferred income taxes     332,866     307,893  
Advances for construction     209,161     201,413  
Contributions in aid of construction     354,547     342,697  
Postretirement benefit plans     47,391     45,878  
Regulatory liabilities, less current portion     583,599     546,797  
Other noncurrent liabilities     31,606     23,920  
Total capitalization and liabilities   $ 6,052,124     5,149,566  

H2O America
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
(in thousands, except per share data)

    Three months ended September 30,   Nine months ended September 30,
      2026     2025     2026       2025  
Reported GAAP Net Income   $ 43,044     45,132       88,646       86,358  
Adjustments:                
(Gain)/loss on sale of real estate investments1     (1,152 )   (273 )     (1,324 )     (273 )
Expense for merger, acquisition and integration activities1     3,774     700       10,185       3,048  
Non-recurring tax adjustment due to merger, acquisition and integration related activities2     264     —       264       —  
Tax effect of above adjustments3     (733 )   (109 )     (2,479 )     (766 )
Adjusted Net Income (non-GAAP)   $ 45,197     45,450     $ 95,292       88,367  
                 
Reported GAAP Diluted Earnings Per Share   $ 0.99     1.27     $ 2.13     $ 2.48  
Adjustments:                
(Gain)/loss on sale of real estate investments, net of tax     (0.02 )   (0.01 )     (0.02 )     (0.01 )
Expense for merger, acquisition and integration activities, net of tax     0.06     0.01       0.18       0.06  
Non-recurring tax adjustment due to merger, acquisition and integration related activities     0.01     —       0.01       —  
Adjusted Diluted Earnings Per Share (non-GAAP)   $ 1.04     1.27       2.30       2.53  
1 Included in the “Administrative and general” and “Other, net” lines on the consolidated statements of comprehensive income
2 Included in the “provision for income taxes” line on the condensed consolidated statements of comprehensive income
3 The tax effect on all adjustments is calculated at the applicable statutory rate.

ROCKVILLE, Md., Oct. 26, 2026 (GLOBE NEWSWIRE) — Capital Bancorp, Inc. (the “Company”) (NASDAQ: CBNK), the holding company for Capital Bank, N.A. (the “Bank”), today reported:

  Quarter Ended   % Change (Annualized)  
(in millions, except per share data) 3Q26   2Q26   3Q25   3Q26 vs 2Q26   3Q26 vs 3Q25  
Balance Sheet Summary                    
Gross Loans(1) $3,114   $3,086   $2,822   3.6%   10.4%  
Total Deposits 3,319   3,371   2,912   (6.1)%   14.0%  
Customer Deposits(2) 2,988   3,140   2,675   (19.2)%   11.7%  
Tangible Book Value per share(3) $23.98   $23.45   $21.33   9.0%   12.4%  
  GAAP   Core(3)
  Quarter Ended   Change   Quarter Ended   Change
(in millions, except per share data) 3Q26   2Q26   3Q25   3Q26 vs 2Q26   3Q26 vs 3Q25   3Q26   2Q26   3Q25   3Q26 vs 2Q26   3Q26 vs 3Q25
Earnings Summary                                      
Net Income $13.1   $14.3   $15.1   (7.9)%   (12.9)%   $14.7   $14.3   $12.2   3.2%   21.0%
Earnings per share – diluted $0.80   $0.87   $0.89   (8.0)%   (10.1)%   $0.89   $0.87   $0.72   2.3%   23.6%
ROA 1.38%   1.52%   1.77%   (14) bps   (39) bps   1.55%   1.52%   1.43%   3 bps   12 bps
ROTCE(3) 13.62%   15.51%   17.49%   (189) bps   (387) bps   15.24%   15.51%   14.15%   (27) bps   109 bps
  Including Card           Excluding Card        
NIM 5.81%   5.64%   6.36%   17 bps   (55) bps   4.18%   4.04%   4.66%   14 bps   (48) bps
  GAAP   Core(3)
  Nine Months Ended   Change   Nine Months Ended   Change
(in millions, except per share data) 3Q26   3Q25   3Q26 vs 3Q25   3Q26   3Q25   3Q26 vs 3Q25
Earnings Summary                      
Net Income $39.4   $42.1   (6.5)%   $41.0   $41.3   (0.7)%
Earnings per share – diluted $2.40   $2.50   (4.0)%   $2.49   $2.45   1.6%
ROA 1.41%   1.71%   (30) bps   1.47%   1.67%   (20) bps
ROTCE(3) 14.24%   17.06%   (282) bps   14.80%   16.70%   (190) bps
  Including Card       Excluding Card    
NIM 5.72%   6.15%   (43) bps   4.12%   4.48%   (36) bps

“This was indeed a very busy quarter with the announcements of the merger with Peoples Bank and the sale of our Chicago branch,” said Steven J. Schwartz, Chairman of the Company. “However, it is also important to note our continued steady net interest margin and tangible net book value(3) growth, along with sustained double-digit loan growth and the quarter-over-quarter increase in core earnings per share. The Board is excited about both the synergistic opportunities the merger provides as well as our independent organic growth and performance prospects.”

(1) Gross loans represent portfolio loans receivable, net of deferred fees and costs.
(2) Customer deposits represent total deposits excluding brokered deposits.
(3) As used in this press release, Core net income, Core earnings per share – diluted, Core ROA, Core ROTCE, Tangible Book Value per share are non-GAAP financial metrics. These non-GAAP financial metrics exclude the impact of merger-related expenses and certain other pre-tax adjustments which are not indicative of operating performance and the tax impacts of such adjustments. Reconciliations of this and other non-GAAP measures to their comparable GAAP measures are set forth in the Appendix at the end of this press release.

Third Quarter 2026 Highlights

  • On September 29, 2026 the Company announced it has entered into a definitive merger agreement under which Peoples Bancorp, Inc. (“Peoples”) will acquire Capital Bancorp, Inc. in an all-stock transaction. Under the terms of the agreement, shareholders will receive 1.11 shares of Peoples common stock for each share of the Company’s common stock, representing an implied value of $43.75 per share and an approximate 22.7% premium over the Company’s closing stock price on September 29, 2026. The implied value represented a 1.9x tangible book value per share(4) and 12.9x last-twelve-month earnings per share – diluted for the quarter ended June 30, 2026. The transaction is subject to receipt of required regulatory approvals, shareholder approval, and other customary closing conditions
  • On September 29, 2026 the Company announced it has entered into a purchase and assumption agreement with respect to the Bank’s branch office located in North Riverside, Illinois (“Chicago branch”), subject to regulatory approvals and other customary closing conditions. Based on the composition of deposits at September 30, 2026, the Bank would have received a deposit premium of approximately $3.2 million had the transaction closed at that date. The Bank will also receive a payment equal to the unpaid principal balance of loans transferred in the transaction, which could result in an additional gain at the time of closing
  • Total deposits decreased $52.0 million or 6.1% (annualized) from 2Q 2026, primarily driven by decreases of $89.3 million from DDA products associated with our Title business, consistent with regular seasonality. The decrease in deposits also included a $45.2 million reduction associated with a single customer relationship that had grown significantly throughout the year and which was noted in the 2Q 2026 earnings release. Excluding deposits from title companies and the single customer relationship, deposits increased $82.5 million or 11.8% (annualized)
  • Noninterest expenses increased $2.5 million or 23.3% (annualized) from 2Q 2026 as we continued to execute on strategic growth initiatives and incurred merger-related expenses related to the pending merger with Peoples. Excluding the impact of merger-related expenses, Core noninterest expenses(4) increased $1.0 million or 8.8% (annualized) from 2Q 2026
  • Generated $80.2 million, or 10.2% (annualized) growth in total gross loans from 2Q 2026, largely driven by commercial and industrial (“C&I”), which grew $47.1 million, or 25.6% (annualized), across both held for sale and held for investment portfolios, and residential real estate, which grew $26.1 million, or 13.0% (annualized), across both held for sale and held for investment portfolios
  • Continued tangible book value compounding, with tangible book value per share(4) increasing 9.0% (annualized) from 2Q 2026
  • NIM of 5.81% increased 17 bps from 2Q 2026, driven by 14 bps from the Commercial Bank loan portfolio and 4 bps increased contribution from OpenSky™ due to higher balances, partially offset by 1 bp from other Commercial Bank activity. Core NIM of 4.18% increased 14 bps from 2Q 2026, primarily driven by 11 bps from organic growth from Commercial Bank portfolio.
  • Diluted earnings per share of $0.80, down 8.0% from 2Q 2026. Core earnings per share(4) increased $0.02, or 2.3% from 2Q 2026
  • Produced 18.7% (annualized) fee income growth, led by government lending revenue, loan servicing rights income, credit card fees and USDA fees. Fee revenue represented 22.1% of total revenue
  • The Company also declared a cash dividend on its common stock of $0.14 per share. The dividend is payable on November 25, 2026 to shareholders of record on November 9, 2026.

“We are excited about our combination with Peoples Bank and what it will bring to our franchises,” said Ed Barry, CEO of the Company. “Our current quarter results reflect work on the merger and continued progress on our strategic plan. Prudent and disciplined financial management is demonstrated in our ability to deliver strong profitability in a volatile operating environment.”

(4) As used in this press release, Core noninterest expense, Core net income, Core earnings per share – diluted, Core ROA, Core ROTCE, Tangible Book Value per share are non-GAAP financial measures. These non-GAAP financial metrics exclude the impact of merger-related expenses and certain other pre-tax adjustments which are not indicative of operating performance and the tax impacts of such adjustments. Reconciliations of this and other non–GAAP measures to their comparable GAAP measures are set forth in the Appendix at the end of this press release.

Reconciliation of GAAP Net Income to Core (Non-GAAP) Net Income

The following table provides a reconciliation of the Company’s net income under GAAP to Core net income (non-GAAP) results excluding brokered time deposit call, merger-related expenses and other one-time non-recurring transactions.

  Third Quarter 2026   Second Quarter 2026   Third Quarter 2025
(in thousands) Income Before Income Taxes   Income Tax Expense (Benefit)   Net Income   Income Before Income Taxes   Income Tax Expense   Net Income   Income Before Income Taxes   Income Tax Expense (Benefit)   Net Income
GAAP Net Income $ 17,546   $ 4,424   $ 13,122   $ 18,454   $ 4,204   $ 14,250   $ 19,867     $ 4,802     $ 15,065  
Deduct: Income from the Call of Brokered Time Deposits   —     —     —     —     —     —     (4,618 )     (1,129 )     (3,489 )
Add: Merger-Related Expenses   1,577     —     1,577     —     —     —     697       122       575  
Core Net Income(1) $ 19,123   $ 4,424   $ 14,699   $ 18,454   $ 4,204   $ 14,250   $ 15,946     $ 3,795     $ 12,151  

  Nine Months Ended September 30, 2026   Nine Months Ended September 30, 2025
(in thousands) Income Before Income Taxes   Income Tax Expense (Benefit)   Net Income   Income Before Income Taxes   Income Tax Expense   Net Income
GAAP Net Income $ 51,871   $ 12,481   $ 39,390   $ 55,263     $ 13,130     $ 42,133  
Deduct: Income from the Call of Brokered Time Deposits   —     —     —     (4,618 )     (1,129 )     (3,489 )
Add: Merger-Related Expenses   1,577     —     1,577     3,361       752       2,609  
Core Net Income(5) $ 53,448   $ 12,481   $ 40,967   $ 54,006     $ 12,753     $ 41,253  

Note: The income tax expense reflects the non-deductibility of certain merger-related expenses.

Net income of $13.1 million decreased $1.1 million compared to 2Q 2026, and earnings per share – diluted of $0.80 decreased $0.07 per share from 2Q 2026. Net income decreased $1.9 million, or 12.9%, compared to $15.1 million, or $0.89 per diluted share, for 3Q 2025. 3Q 2026 Core net income(5) of $14.7 million, or $0.89 per diluted share, increased $0.4 million, or 3.2%, compared to 2Q 2026 Core net income(5) of $14.3 million, or $0.87 per diluted share. 3Q 2026 Core net income(5) increased $2.5 million from 3Q 2025 Core net income(5) of $12.2 million. 3Q 2026 Core net income(5) excluding purchase accounting accretion (“PAA”) was $14.4 million, an increase of $2.9 million, or 25.2%, from 3Q 2025 Core net income(5) of $11.5 million excluding PAA.

(5) As used in this press release, Core net income and Core noninterest expense are non-GAAP financial measures. These non-GAAP financial metrics exclude the impact of merger-related expenses and certain other pre-tax adjustments which are not indicative of operating performance and the tax impacts of such adjustments. Reconciliations of this and other non–GAAP measures to their comparable GAAP measures are set forth in the Appendix at the end of this press release.

Consolidated Financial Performance

Quarterly net interest income:

  • Net interest income of $53.1 million increased $2.1 million, or 4.2% (not annualized), compared to 2Q 2026, and increased $1.1 million, or 2.0%, year-over-year.
    • Interest income of $72.3 million increased $2.3 million, or 3.3% (not annualized), compared to 2Q 2026, and increased $7.4 million, or 11.4%, year-over-year. The increase from 2Q 2026 was primarily driven by a $2.4 million increase from Commercial Bank loan growth and $0.5 million increase from OpenSky™ due to higher balances and higher yields, slightly offset by a $0.5 million decrease in interest bearing cash income due to lower balances of interest-bearing deposits from other financial institutions. The increase year-over-year was primarily driven by $6.5 million from the Commercial Bank due to strong organic loan growth, and $0.9 million from OpenSky™ due to strong growth from the unsecured loan product.
      • Interest income included $0.3 million from net PAA in 3Q 2026, compared to $0.2 million in 2Q 2026 and $0.2 million in net PAA in 3Q 2025.
    • Interest expense of $19.2 million increased $0.2 million, or 1.0% (not annualized), compared to 2Q 2026, and increased $6.3 million, or 49.3%, year-over-year. The increase of $0.2 million, compared to 2Q 2026, was primarily driven by growth in money market accounts, offset by a decrease in borrowed funds. The increase of $6.3 million year-over-year was driven by $1.0 million from higher balances and a shift in deposit mix, $5.2 million of decreased benefit from net PAA, and $0.1 million of higher borrowing costs.
      • Interest expense included a $0.1 million benefit from net PAA in both 3Q 2026 and 2Q 2026. There was a $5.3 million benefit from net PAA in 3Q 2025, which included $4.6 million from the call of brokered time deposits acquired from the IFH transaction (“Call of Brokered Time Deposits”).

Quarterly provision:

  • The 3Q 2026 provision for credit losses was $4.9 million, an increase of $1.3 million from 2Q 2026. The increase was primarily driven by $1.3 million of increased provision for the Commercial Bank from 2Q 2026, primarily due to a $1.0 million increased reserve requirement largely attributable to loan growth and $0.3 million decrease in net charge-offs. Net charge-offs totaled $3.8 million, or 0.49% of portfolio loans (annualized), consistent with $3.8 million or 0.50% of portfolio loans (annualized), in 2Q 2026.
    • Net charge-offs in the quarter included $3.2 million from OpenSky™ loans and $0.6 million from Commercial Bank loans. Net charge-offs for the Commercial Bank decreased $0.3 million quarter-over-quarter. OpenSky™ net charge-offs increased $0.3 million quarter-over-quarter, driven by the secured product.
    • At September 30, 2026, the ACL Coverage Ratio was 1.78%, an increase of 2 bps from June 30, 2026.

Quarterly fee revenue:

  • Fee Revenue of $15.0 million increased $0.7 million, compared to 2Q 2026 and increased $4.0 million year-over-year. The increase of $0.7 million during 3Q 2026 was primarily driven by a $0.4 million increase in other income from fees associated with USDA transactions that did not close and an increase in small business investment company (“SBIC”) income, and a $0.3 million increase in government lending revenue from both USDA and SBA gain on sale. The year-over-year fee revenue increase of $4.0 million was primarily driven by a $1.5 million increase in government lending revenue mostly from USDA gain on sale, $1.2 million from SBIC income, $0.8 million from government loan servicing and packaging revenue (Windsor™) driven by growth in servicing income from organic growth in the servicing portfolio, and $0.3 million from fees earned from USDA deals which were not executed. Fee revenue mix(6) was 22.1% of total revenue for 3Q 2026, compared to 22.0% during 2Q 2026, and 17.5% during 3Q 2025. Core fee revenue mix was 22.1% for 3Q 2026, compared to 22.0% during 2Q 2026, and 18.9% during 3Q 2025.

Quarterly noninterest expense:

  • Noninterest expense of $45.7 million increased $2.5 million compared to 2Q 2026 and increased $7.4 million compared to 3Q 2025. Core noninterest expense(7) of $44.1 million increased $1.0 million compared to 2Q 2026 and increased $6.5 million compared to 3Q 2025. Core comparisons include:
    • The increase of $1.0 million quarter-over-quarter was primarily driven by $1.0 million higher personnel costs primarily due to planned investment in headcount
    • Year-over-year expense growth of $6.5 million was primarily driven by planned expansion and investment in headcount across the organization, and an increase in professional fees associated with investments in shared services areas and OpenSky™.

(6) Fee revenue mix equals fee revenue divided by the sum of fee revenue and net interest income before provision for credit losses.

(7) As used in this press release, Core noninterest expense, Core net income, Core earnings per share – diluted, Core ROA, Core ROTCE, Tangible Book Value per share are non-GAAP financial measures. These non-GAAP financial metrics exclude the impact of merger-related expenses and certain other pre-tax adjustments which are not indicative of operating performance and the tax impacts of such adjustments. Reconciliations of this and other non–GAAP measures to their comparable GAAP measures are set forth in the Appendix at the end of this press release.

Quarterly income taxes:

  • Income tax expense of $4.4 million, or 25.2% of pre-tax income for 3Q 2026, increased $0.2 million from $4.2 million, or 22.8% of pre-tax income for 2Q 2026. The effective income tax rate change quarter-over-quarter primarily reflects $1.6 million of non-deductible merger costs. Our Core effective income tax rate excluding non-deductible merger costs was 23.1% for 3Q 2026.

Total assets:

Total assets of $3.8 billion at September 30, 2026 decreased $87.4 million, or 8.9% (annualized) from June 30, 2026. The $87.4 million decrease was primarily driven by $156.2 million of decreased cash and cash equivalents, offset by total loan growth of $80.2 million (inclusive of portfolio loans receivable and loans held for sale). Total assets growth year-over-year was $413.1 million, or 12.2%. The growth year-over-year was primarily driven by increases in portfolio loans and cash balances.

Gross Loans:

  • Total loans increased $80.2 million driven by increases in loans held for sale of $51.9 million and loans held for investment of $28.3 million
  • Loans held for sale increased $51.9 million, primarily driven by a reclassification of $60.2 million of loans from held for investment to held for sale due to the pending Chicago branch sale, subject to mutual agreement with the buyer on the loan population.
  • Gross Loans held for investment of $3.1 billion at September 30, 2026 increased $28.3 million, or 3.6% (annualized), from June 30, 2026 and increased $292.3 million, or 10.4%, year-over-year.
    • Excluding the impact of $60.2 million of loans reclassified to held for sale, gross loans held for investment increased $88.5 million, or 11.4% (annualized) from June 30, 2026.
    • Compared to June 30, 2026, growth was primarily driven by $42.7 million from C&I and $10.0 million from construction real estate, slightly offset by a $21.1 million decrease in commercial real estate.
      • The $42.7 million growth from C&I was driven by $20.1 million SBA, $14.7 million legacy, and $7.9 million USDA.
    • C&I loans, plus owner-occupied CRE loans, totaled 38.3% of total portfolio loans at September 30, 2026, 37.4% at June 30, 2026, and 37.6% at September 30, 2025.

Deposits:

  • Total deposits of $3.3 billion at September 30, 2026 decreased $52.0 million, or 6.1% (annualized), from June 30, 2026, and increased $407.1 million, or 14.0% from September 30, 2025.
    • Excluding a $99.9 million increase in brokered time deposits, customer deposits decreased $151.8 million or 19.2% (annualized), which was driven by an $89.3 million decrease from DDA products associated with our Title business due to typical seasonality, a $35.6 million increase from organic activity, and a $26.9 million decrease from customer time deposits which were not renewed or extended.
      • The $151.8 million decrease includes $68.4 million from interest-bearing demand accounts, $52.8 million from noninterest-bearing deposits, $11.2 million from customer money market deposits, and $26.9 million from customer time deposits, partially offset by $7.5 million of growth from savings accounts.
    • The increase in total deposits of $407.1 million year-over-year was primarily driven by $390.4 million in growth from customer money market deposits and $17.7 million from high yield savings accounts, with offsetting activity across other deposit products.
    • Total deposits include $111.1 million of deposits expected to be assumed in connection with the pending Chicago branch sale, subject to finalization of the purchase and assumption agreement.
  • Insured and protected(8) deposits were approximately $2.2 billion as of September 30, 2026 representing 66.6% of the Company’s deposit portfolio.
  • Low interest(9) and noninterest-bearing demand deposit account (“DDA”) deposits totaled $1.2 billion, or 36.1% of deposits, a decrease of $113.8 million, or 8.7% from 2Q 2026, and an increase of $52.1 million, or 4.5% year-over-year.
    • The average rate on the low interest and noninterest-bearing deposits was 0.30% for 3Q 2026, which increased 1 bps compared to 2Q 2026 and increased 15 bps year-over-year.
  • The average portfolio loans-to-deposit ratio was 96.0% for 3Q 2026, compared to 94.3% for 2Q 2026, and 95.6% for 3Q 2025.

(8) Protected deposits include deposits that are indirectly protected under the product terms.

(9) Low interest deposits include interest-bearing demand and savings accounts.

Investment securities:

  • The investment securities portfolio continues to be classified as available-for-sale and had a fair market value of $214.5 million, or 5.6% of total assets, and an effective duration of 2.4 years, with U.S. Treasury Securities representing 61% of the overall investment portfolio at September 30, 2026. The accumulated other comprehensive loss on the investment securities portfolio increased $2.9 million during the quarter to $9.2 million after-tax as of September 30, 2026, which represents 2.1% of total stockholders’ equity. The Company does not have a held-to-maturity investment securities portfolio.

Liquidity:

  • The Company maintains stable and diversified sources of contingent liquidity, generally consistent with the prior quarter. Total available borrowing capacity as of September 30, 2026 was $842.6 million, compared to $801.6 million as of June 30, 2026, consisting of $736.0 million of available collateralized borrowing capacity, $100.5 million of unsecured lines of credit with other banks, and $6.1 million of unpledged investment securities available to collateralize potential additional borrowings. Including cash and cash equivalents of $262.0 million, total liquidity was approximately $1.1 billion.

Capital:

  • As of September 30, 2026, the Company reported a Common Equity Tier-1 capital ratio of 13.25% and a Tier 1 leverage ratio of 10.84%, compared to 13.16% and 10.51%, respectively, at June 30, 2026. At September 30, 2026, the Company and the Bank maintained regulatory capital ratios that exceed all capital adequacy requirements.
  • There were no shares repurchased and retired during the three months ended September 30, 2026, as part of the Company’s stock repurchase program. As of September 30, 2026, there was $12.4 million remaining to be repurchased under the current $15.0 million authorized repurchase program, which will expire on December 31, 2026. In connection with the merger agreement with Peoples, the Company has suspended its stock repurchase program and does not currently expect to repurchase additional shares while the proposed transaction is pending.

Financial Metrics

Net Interest Margin:

NIM of 5.81% for 3Q 2026, increased 17 bps compared to the prior quarter, but decreased 55 bps year-over-year. Core NIM(10) of 4.18% increased 14 bps (but increased 12 bps when excluding PAA) compared to the prior quarter, and decreased 48 bps year-over-year. Net PAA for 3Q 2026 was 4 bps for NIM and 5 bps for Core NIM(10). The increase quarter-over-quarter in Core NIM includes 11 bps from organic growth from Commercial Bank portfolio, 2 bps from one non-performing loan relationship in 2Q 2026, and 1 bp from higher net PAA compared to 2Q 2026. There was $4.6 million of PAA from the Call of Brokered Time Deposits during 3Q 2025, or 56 bps of NIM and 59 of Core NIM. Excluding the impact from the Call of Brokered Time Deposits, NIM increased 1 bp and Core NIM increased 11 bps year-over-year.

  • The average yield on interest earning assets of 7.91% increased 16 bps compared to the prior quarter and decreased 2 bps year-over-year. The increase quarter-over-quarter was due to growth in both the Commercial Bank and OpenSky™ portfolios. The decrease year-over-year was primarily due to the impact of changes in the rate environment to the Commercial Bank and OpenSky™ portfolios.
    • The Core Loan Yield(10) of 6.83% for 3Q 2026 increased 6 bps compared to 2Q 2026, and increased 9 bps year-over-year. The increase quarter-over-quarter includes 3 bps from organic portfolio growth and 3 bps from loan PAA. The increase year-over-year was primarily a result of organic portfolio growth.
  • The total cost of deposits of 2.30% for 3Q 2026 increased 1 bp compared to 2Q 2026, and increased 57 bps year-over-year. The increase year-over-year was primarily due to 63 bps from the Call of Brokered Time Deposits in 3Q 2025. Excluding the Call of Brokered Time Deposits from 3Q 2025, total cost of deposits would have decreased 6 bps year-over-year, primarily driven by a shift in product mix as well as changes in the rate environment offsetting lower time deposit PAA.
  • The total cost of interest-bearing deposits of 3.09% for 3Q 2026, remained consistent compared to the prior quarter, and increased 68 bps year-over-year. The increase year-over-year was primarily due to 87 bps from the Call of Brokered Time Deposits in 3Q 2025. Excluding the Call of Brokered Time Deposits from 3Q 2025, total cost of interest-bearing deposits would have decreased 19 bps year-over-year, which was primarily driven by a shift in product mix as well as changes in the rate environment.
  • Net PAA of $0.4 million, or 4 bps of NIM and 5 bps of Core NIM(10), during 3Q 2026, increased $0.1 million from 2Q 2026 due to $0.2 million from the acceleration of PAA from a loan that paid off during 3Q 2026, partially offset by $0.1 million lower time deposit PAA from the run-off of certain purchase accounting marks associated with acquired IFH deposit portfolio. There was $5.5 million from net PAA during 3Q 2025, which includes $4.6 million, or 59 bps of Core NIM, from the Call of Brokered Time Deposits. Excluding the impact from the Call of Brokered Time Deposits, net PAA decreased $0.5 million mainly driven by lower time deposit PAA.

(10) As used in this press release, Core NIM, Core Loan Yield, and Core efficiency ratio are non-GAAP financial measures. These non-GAAP financial metrics exclude the impact of merger-related expenses and certain other pre-tax adjustments which are not indicative of operating performance and the tax impacts of such adjustments. Reconciliations of these and other non–GAAP measures to their comparable GAAP measures are set forth in the Appendix at the end of this press release.

Credit Metrics and Asset Quality:

Nonperforming assets were $60.5 million, or 1.59% of total assets, at September 30, 2026, a decrease of $0.3 million but an increase of 3 bps from June 30, 2026. The decrease of $0.3 million was primarily driven by the acquired IFH portfolio. Nonperforming assets increased $8.3 million or 5 bps year-over-year, mainly due to the $9.7 million increase during 2Q 2026 related to the legacy bank loan relationship noted during 2Q 2026. At September 30, 2026, substandard loans totaled $71.4 million, or 2.3% of total portfolio loans, compared to $70.6 million, or 2.3% of total portfolio loans, at June 30, 2026 and $56.8 million, or 2.0% of total portfolio loans, at September 30, 2025. The $14.6 million year-over-year increase in substandard loans was primarily driven by the $9.7 million legacy bank relationship that is referenced above. At September 30, 2026, special mention loans totaled $67.8 million, or 2.2%, of total portfolio loans, compared to $61.5 million, or 2.0% of total portfolio loans, at June 30, 2026, and $71.5 million, or 2.5% of total portfolio loans, at September 30, 2025.

Efficiency Ratio:

The efficiency ratio was 67.1% for 3Q 2026, compared to 66.1% for 2Q 2026 and 60.8% for 3Q 2025. The Core efficiency ratio(11) was 64.8% for 3Q 2026, which decreased from 66.1% compared to the prior quarter, and increased from 64.4% for 3Q 2025.

Returns:

ROA was 1.38% for 3Q 2026, compared to 1.52% for 2Q 2026, and 1.77% for 3Q 2025. Core ROA(11) for 3Q 2026 was 1.55%, compared to 1.52% for 2Q 2026, and 1.43% for 3Q 2025.

  • ROE was 12.16% for 3Q 2026, compared to 13.80% for 2Q 2026, and 15.57% for 3Q 2025. Core ROE(11) was 13.63% for 3Q 2026, compared to 13.80% for 2Q 2026, and 12.56% for 3Q 2025.
  • ROTCE(1) was 13.62% for 3Q 2026, compared to 15.51% for 2Q 2026, and 17.49% for 3Q 2025. Core ROTCE(11) for 3Q 2026 was 15.24%, compared to 15.51% for 2Q 2026, and 14.15% for 3Q 2025.

(11) As used in this press release, Core ROA, Core ROE, ROTCE, Core ROTCE, Core Efficiency Ratio and Tangible Book Value are non-GAAP financial measures. These non-GAAP financial metrics exclude the impact of merger-related expenses and certain other pre-tax adjustments which are not indicative of operating performance and the tax impacts of such adjustments. Reconciliations of these and other non–GAAP measures to their comparable GAAP measures are set forth in the Appendix at the end of this press release.

Book Value:

Book value per common share of $26.42 at September 30, 2026, increased $0.50 when compared to June 30, 2026, and increased $2.62 when compared to September 30, 2025. Tangible book value per share(12) increased $0.53, or 2.3% (not annualized), to $23.98 at September 30, 2026 when compared to June 30, 2026, and increased $2.65, or 12.4%, when compared to September 30, 2025.

Reportable Segments

Commercial Bank

Loan Growth – Portfolio loans(12) increased $24.8 million at September 30, 2026 compared to June 30, 2026, primarily driven by increases of $42.7 million from C&I, $10.0 million from construction real estate, and $5.6 million from lender finance, offset by decreases of $21.1 million from CRE and $13.5 million from residential real estate. Excluding the impact of $60.2 million of loans reclassified to held for sale, gross loans held for investment increased $88.5 million, or 11.4% (annualized) from June 30, 2026. Portfolio loans increased $276.5 million at September 30, 2026 compared to September 30, 2025, driven by $155.1 million from C&I, $44.2 million from residential real estate, $36.4 million from construction real estate, and $12.1 million from CRE. Historical gross portfolio loan balances are disclosed in the Composition of Loans table within the Historical Financial Highlights.

(12) Portfolio loans represents portfolio loans receivable excluding deferred origination fees, net.

Net Interest Income – Interest income of $55.6 million increased $1.9 million from the prior quarter, driven by $2.4 million from loan growth, slightly offset by a $0.5 million decrease from interest bearing cash income. Interest expense of $19.1 million increased $0.2 million, driven by growth and a mix shift in the deposit portfolio.

Credit Metrics – Nonperforming assets increased 3 bps to 1.68% of total assets at September 30, 2026, compared to June 30, 2026. Total nonaccrual loans at September 30, 2026, were $56.7 million, a decrease of $0.3 million or 0.6% compared to $57.0 million at June 30, 2026.

Classified and Criticized Loans – At September 30, 2026, special mention loans totaled $67.8 million, or 2.2% of total portfolio loans, compared to $61.5 million, or 2.0% of total portfolio loans, at June 30, 2026. At September 30, 2026, substandard loans totaled $71.4 million, or 2.3% of total portfolio loans, compared to $70.6 million, or 2.3% of total portfolio loans, at June 30, 2026.

OpenSky™

OpenSky™ results reflected continued loan balance growth, lower operating expenses and credit performance consistent with management expectations.

Accounts – During 3Q 2026, credit card accounts declined to 575.8 thousand, decreasing 12.8 thousand, or 2.2% (not annualized) from June 30, 2026, and decreasing 11.8 thousand, or 2.0% year-over-year.

Loan and Deposit Balances – Secured and unsecured loan balances, net of reserves for interest and fees, of $149.2 million at September 30, 2026 increased by $3.9 million, or 2.7% (not annualized), compared to June 30, 2026, and increased $12.7 million, or 9.3%, year-over-year. Deposit balances of $162.4 million at September 30, 2026, decreased $3.8 million compared to June 30, 2026 and decreased $4.5 million, or 2.7% year-over-year. Gross unsecured loan balances of $57.6 million at September 30, 2026, increased $6.4 million, or 12.4% (not annualized), compared to $51.2 million at June 30, 2026, and increased $18.0 million, or 45.5% (not annualized), year-over-year. Gross secured loan balances of $93.7 million at September 30, 2026, decreased $2.4 million, or 2.5% (not annualized), compared to $96.0 million at June 30, 2026, and decreased $5.1 million, or 5.2% (not annualized) year-over-year.

Net Interest Income – Interest income of $16.5 million increased $0.5 million compared to 2Q 2026, supported by higher average OpenSky™ credit card loan balances. Average OpenSky™ credit card loan balances, net of reserves and deferred fees of $143.9 million for 3Q 2026, increased $6.8 million, or 5.0% (not annualized), compared to 2Q 2026.

Fee Revenue – Total fee revenue of $4.6 million increased $0.1 million from the prior quarter primarily driven by continued growth in net interest income as loan balances increased.

Noninterest Expense – Total noninterest expense of $15.7 million increased $0.3 million compared to 2Q 2026, driven by increased spending on professional services.

OpenSky™ Credit – Portfolio credit metrics continued to be generally consistent with modeled expectations during 3Q 2026. The provision for credit losses of $4.1 million increased $0.1 million when compared to the prior quarter. Net charge-offs increased $0.3 million to $3.2 million in 3Q 2026 from $2.9 million in 2Q 2026. The $0.3 million increase in charge-offs was primarily driven by the secured product and is consistent with normal seasonality and expectations for the card business. On a year-over-year basis, net charge-offs for the secured product increased only $0.1 million, while net charge-offs for the unsecured product increased $1.0 million, driven by growth in the unsecured portfolio. The majority of OpenSky’s™ unsecured loan product is offered to current and former secured card customers, where the Company has historical customer performance data. Unsecured loans have been offered by OpenSky™ since the fourth quarter of 2021 and have generally performed in alignment with management expectations over that time period. OpenSky™ has begun testing limited offers to new customers; this activity remains insignificant to the overall unsecured loan portfolio and total accounts, and balances are expected to remain de minimis through year-end as management monitors performance.

Capital Bank Home Loans

Originations of loans held for sale totaled $75.3 million during 3Q 2026, with $47.9 million of mortgage loans sold resulting in a gain on sale of loans of $1.4 million, representing a 2.93% gain on sale as a percentage of total loans sold. Originations of loans held for sale totaled $106.9 million during 2Q 2026, with $87.1 million of mortgage loans sold resulting in a gain on sale of loans of $2.4 million, representing a 2.71% gain on sale as a percentage of total loans sold.

Windsor Advantage™

Gross government loan servicing revenue totaled $6.7 million, including $1.7 million of Capital Bank related servicing fees, during 3Q 2026. Gross government loan servicing revenue totaled $6.6 million, including $1.3 million of Capital Bank related servicing fees, during 2Q 2026. Windsor’s™ total servicing portfolio was $3.5 billion at September 30, 2026, and $3.4 billion at June 30, 2026. In 3Q 2026, Windsor processed the closing of $183.9 million of government guaranteed loans, a 17.8% decrease from $223.6 million in 2Q 2026 and a 35.4% increase from $135.8 million in 3Q 2025.

COMPARATIVE FINANCIAL HIGHLIGHTS – Unaudited            
                           
  Quarter Ended   3Q26 vs 2Q26   3Q26 vs 3Q25
(in thousands, except per share data) September 30, 2026   June 30, 2026   September 30, 2025   $ Change   % Change   $ Change   % Change
Earnings Summary                          
Interest income $ 72,292     $ 69,959     $ 64,891     $ 2,333     3.3 %   $ 7,401     11.4 %
Interest expense   19,214       19,030       12,871       184     1.0 %     6,343     49.3 %
Net interest income   53,078       50,929       52,020       2,149     4.2 %     1,058     2.0 %
Provision for credit losses   4,903       3,585       4,650       1,318     36.8 %     253     5.4 %
Provision for (release of) credit losses on unfunded commitments   (54 )     65       217       (119 )   (183.1 )%     (271 )   (124.9 )%
Noninterest income   15,039       14,361       11,068       678     4.7 %     3,971     35.9 %
Noninterest expense   45,722       43,186       38,354       2,536     5.9 %     7,368     19.2 %
Income before income taxes   17,546       18,454       19,867       (908 )   (4.9 )%     (2,321 )   (11.7 )%
Income tax expense   4,424       4,204       4,802       220     5.2 %     (378 )   (7.9 )%
Net income $ 13,122     $ 14,250     $ 15,065     $ (1,128 )   (7.9 )%   $ (1,943 )   (12.9 )%
Core net income(1) $ 14,699     $ 14,250     $ 12,151     $ 449     3.2 %   $ 2,548     21.0 %
                           
Pre-tax pre-provision net revenue (“PPNR”)(1) $ 22,395     $ 22,104     $ 24,734     $ 291     1.3 %   $ (2,339 )   (9.5 )%
Core PPNR(1) $ 23,972     $ 22,104     $ 20,813     $ 1,868     8.5 %   $ 3,159     15.2 %
                           
Common Share Data                          
Earnings per share – Basic $ 0.81     $ 0.87     $ 0.91     $ (0.06 )   (6.9 )%   $ (0.10 )   (11.0 )%
Earnings per share – Diluted $ 0.80     $ 0.87     $ 0.89     $ (0.07 )   (8.0 )%   $ (0.09 )   (10.1 )%
Core earnings per share – Diluted(1) $ 0.89     $ 0.87     $ 0.72     $ 0.02     2.3 %   $ 0.17     23.6 %
Weighted average common shares – Basic   16,294       16,288       16,586                  
Weighted average common shares – Diluted   16,482       16,373       16,844                  
                           
Return Ratios                          
Return on average assets (annualized)   1.38 %     1.52 %     1.77 %                
Core return on average assets (annualized)(1)   1.55 %     1.52 %     1.43 %                
Return on average equity (annualized)   12.16 %     13.80 %     15.57 %                
Core return on average equity (annualized)(1)   13.63 %     13.80 %     12.56 %                
Return on average tangible common equity (annualized)(1)   13.62 %     15.51 %     17.49 %                
Core return on average tangible common equity (annualized)(1)   15.24 %     15.51 %     14.15 %                

_______________

(1)   Refer to Appendix for reconciliation of non-GAAP measures.

COMPARATIVE FINANCIAL HIGHLIGHTS – Unaudited (continued)  
                 
    Nine Months Ended        
    September 30,        
(in thousands, except per share data)     2026       2025     $ Change   % Change
Earnings Summary                
Interest income   $ 210,221     $ 192,237     $ 17,984     9.4 %
Interest expense     56,816       46,524       10,292     22.1 %
Net interest income     153,405       145,713       7,692     5.3 %
Provision for credit losses     11,502       10,977       525     4.8 %
Provision for credit losses on unfunded commitments     216       217       (1 )   (0.5 )%
Noninterest income     42,773       36,723       6,050     16.5 %
Noninterest expense     132,589       115,979       16,610     14.3 %
Income before income taxes     51,871       55,263       (3,392 )   (6.1 )%
Income tax expense     12,481       13,130       (649 )   (4.9 )%
Net income   $ 39,390     $ 42,133     $ (2,743 )   (6.5 )%
Core net income(1)   $ 40,967     $ 41,253     $ (286 )   (0.7 )%
                 
Pre-tax pre-provision net revenue (“PPNR”)(1)   $ 63,589     $ 66,457     $ (2,868 )   (4.3 )%
Core PPNR(1)   $ 65,166     $ 65,200     $ (34 )   (0.1 )%
                 
Common Share Data                
Earnings per share – Basic   $ 2.42     $ 2.54     $ (0.12 )   (4.7 )%
Earnings per share – Diluted   $ 2.40     $ 2.50     $ (0.10 )   (4.0 )%
Core earnings per share – Diluted(1)   $ 2.49     $ 2.45     $ 0.04     1.6 %
Weighted average common shares – Basic     16,309       16,611          
Weighted average common shares – Diluted     16,437       16,850          
                 
Return Ratios                
Return on average assets (annualized)     1.41 %     1.71 %        
Core return on average assets (annualized)(1)     1.47 %     1.67 %        
Return on average equity (annualized)     12.66 %     15.10 %        
Core return on average equity (annualized)(1)     13.17 %     14.79 %        
Return on average tangible common equity (annualized)(1)     14.24 %     17.06 %        
Core return on average tangible common equity (annualized)(1)     14.80 %     16.70 %        

_______________

(1)   Refer to Appendix for reconciliation of non-GAAP measures.

COMPARATIVE FINANCIAL HIGHLIGHTS – Unaudited (continued)        
                       
  Quarter Ended       Quarter Ended
  September 30,     June 30,   March 31,   December 31,
(in thousands, except per share data) 2026   2025   % Change   2026   2026   2025
Balance Sheet Highlights                      
Assets $ 3,802,553   $ 3,389,442   12.2 %   $ 3,889,938   $ 3,808,467   $ 3,606,207
Investment securities available-for-sale   214,486     232,640   (7.8 )%     219,947     230,525     230,083
Mortgage loans held for sale   74,251     14,146   424.9 %     22,370     13,739     25,828
Portfolio loans receivable(2)   3,114,264     2,821,983   10.4 %     3,085,950     3,026,431     2,959,457
Allowance for credit losses   55,493     53,045   4.6 %     54,431     54,680     54,660
Goodwill   25,969     25,969   — %     25,969     25,969     25,969
Intangible assets   13,989     15,033   (6.9 )%     14,250     14,511     14,771
Deposits   3,319,135     2,912,053   14.0 %     3,371,103     3,292,047     3,093,200
FHLB borrowings   —     22,000   (100.0 )%     50,000     50,000     50,000
Other borrowed funds   2,062     12,062   (82.9 )%     2,062     2,062     2,062
Total stockholders’ equity   431,450     394,770   9.3 %     422,205     408,859     401,757
Tangible common equity(1)   391,492     353,768   10.7 %     381,986     368,379     361,017
                       
Common shares outstanding   16,329     16,589   (1.6 )%     16,289     16,286     16,373
Book value per share $ 26.42   $ 23.80   11.0 %   $ 25.92   $ 25.10   $ 24.54
Tangible book value per share(1) $ 23.98   $ 21.33   12.4 %   $ 23.45   $ 22.62   $ 22.05
Dividends per share $ 0.14   $ 0.12   16.7 %   $ 0.12   $ 0.12   $ 0.12

_______________

(1)   Refer to Appendix for reconciliation of non-GAAP measures.
(2)   Loans are reflected net of deferred fees and costs.

Consolidated Statements of Income (Unaudited)        
  Three Months Ended Nine Months Ended
(in thousands) September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025   September 30, 2026   September 30, 2025
Interest income                          
Loans, including fees $ 68,136     $ 65,362   $ 64,186   $ 64,933     $ 60,838     $ 197,684   $ 180,339
Investment securities available-for-sale   1,826       1,814     1,459     1,728       1,805       5,099     5,248
Federal funds sold and other   2,330       2,783     2,325     1,973       2,248       7,438     6,650
Total interest income   72,292       69,959     67,970     68,634       64,891       210,221     192,237
                           
Interest expense                          
Deposits   18,959       18,522     18,070     17,805       12,732       55,551     45,966
Borrowed funds   255       508     502     550       139       1,265     558
Total interest expense   19,214       19,030     18,572     18,355       12,871       56,816     46,524
                           
Net interest income   53,078       50,929     49,398     50,279       52,020       153,405     145,713
Provision for credit losses   4,903       3,585     3,014     3,988       4,650       11,502     10,977
Provision for (release of) credit losses on unfunded commitments   (54 )     65     205     (29 )     217       216     217
Net interest income after provision for credit losses   48,229       47,279     46,179     46,320       47,153       141,687     134,519
Noninterest income                          
Service charges on deposits   418       409     403     371       425       1,230     945
Credit card fees   4,520       4,395     4,692     4,837       4,509       13,607     12,529
Mortgage banking revenue   1,849       1,960     1,556     1,960       1,927       5,365     5,512
Government lending revenue   1,474       1,207     923     —       14       3,604     4,222
Government loan servicing revenue   5,073       5,303     4,345     4,036       4,265       14,721     11,477
Loan servicing rights   523       292     497     295       368       1,312     250
Other income (loss)   1,182       795     957     965       (440 )     2,934     1,788
Total noninterest income   15,039       14,361     13,373     12,464       11,068       42,773     36,723
Noninterest expenses                          
Salaries and employee benefits   21,116       20,067     20,317     17,914       17,728       61,500     54,255
Occupancy and equipment   4,144       3,942     3,562     2,638       2,849       11,648     8,754
Professional fees   4,919       4,125     4,965     4,294       2,131       14,009     6,665
Data processing   7,708       7,551     7,767     7,502       7,654       23,026     22,286
Advertising   1,566       1,816     1,466     1,398       1,714       4,848     4,864
Loan processing   543       1,475     1,383     1,152       1,114       3,401     2,836
Merger-related expenses   1,577       —     —     —       697       1,577     3,361
Operational and other card fraud related losses   930       690     690     750       923       2,310     2,759
Regulatory assessment expenses   930       925     941     858       740       2,796     2,513
Other operating   2,289       2,595     2,590     2,597       2,804       7,474     7,686
Total noninterest expenses   45,722       43,186     43,681     39,103       38,354       132,589     115,979
Income before income taxes   17,546       18,454     15,871     19,681       19,867       51,871     55,263
Income tax expense   4,424       4,204     3,853     4,644       4,802       12,481     13,130
Net income $ 13,122     $ 14,250   $ 12,018   $ 15,037     $ 15,065     $ 39,390   $ 42,133

Consolidated Balance Sheets                  
  (unaudited)   (unaudited)   (unaudited)   (audited)   (unaudited)
(in thousands, except share data) September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
Assets                  
Cash and due from banks $ 15,563     $ 24,771     $ 20,182     $ 30,894     $ 25,724  
Interest-bearing deposits at other financial institutions   246,469       393,428       379,069       224,611       163,078  
Federal funds sold   —       60       60       60       59  
Total cash and cash equivalents   262,032       418,259       399,311       255,565       188,861  
Investment securities available-for-sale   214,486       219,947       230,525       230,083       232,640  
Restricted investments   6,360       8,707       8,691       8,397       7,057  
Loans held for sale(1)   74,251       22,370       13,739       25,828       14,146  
Portfolio loans receivable, net of deferred fees and costs   3,114,264       3,085,950       3,026,431       2,959,457       2,821,983  
Less allowance for credit losses   (55,493 )     (54,431 )     (54,680 )     (54,660 )     (53,045 )
Total portfolio loans held for investment, net   3,058,771       3,031,519       2,971,751       2,904,797       2,768,938  
Premises and equipment, net(1)   17,531       17,669       17,732       15,072       15,304  
Accrued interest receivable   23,189       19,429       16,795       16,695       19,011  
Goodwill   25,969       25,969       25,969       25,969       25,969  
Intangible assets   13,989       14,250       14,511       14,771       15,033  
Loan servicing assets   1,994       1,847       1,957       1,816       2,070  
Deferred tax asset   18,206       16,504       15,187       14,992       14,885  
Bank owned life insurance   46,654       46,260       45,871       45,488       45,105  
Other assets   39,121       47,208       46,428       46,734       40,423  
Total assets $ 3,802,553     $ 3,889,938     $ 3,808,467     $ 3,606,207     $ 3,389,442  
                   
Liabilities                  
Deposits                  
Noninterest-bearing $ 844,536     $ 897,363     $ 871,677     $ 852,741     $ 857,543  
Interest-bearing   2,474,599       2,473,740       2,420,370       2,240,459       2,054,510  
Total deposits(1)   3,319,135       3,371,103       3,292,047       3,093,200       2,912,053  
Federal Home Loan Bank advances   —       50,000       50,000       50,000       22,000  
Other borrowed funds   2,062       2,062       2,062       2,062       12,062  
Accrued interest payable   6,843       6,606       8,944       8,745       8,045  
Other liabilities   43,063       37,962       46,555       50,443       40,512  
Total liabilities   3,371,103       3,467,733       3,399,608       3,204,450       2,994,672  
                   
Stockholders’ equity                  
Common stock   163       163       163       164       166  
Additional paid-in capital   114,557       113,217       112,268       114,604       121,707  
Retained earnings   325,944       315,103       302,808       292,749       279,693  
Accumulated other comprehensive loss   (9,214 )     (6,278 )     (6,380 )     (5,760 )     (6,796 )
Total stockholders’ equity   431,450       422,205       408,859       401,757       394,770  
Total liabilities and stockholders’ equity $ 3,802,553     $ 3,889,938     $ 3,808,467     $ 3,606,207     $ 3,389,442  

_______________

(1)   Balances include held for sale transactions in connection with sale of Chicago branch.

The following tables show the average outstanding balance of each principal category of our assets, liabilities and stockholders’ equity, together with the average yields on our assets and the average costs of our liabilities for the periods indicated. Such yields and costs are calculated by dividing the annualized income or expense by the average daily balances of the corresponding assets or liabilities for the same period.

  Three Months Ended
September 30, 2026
  Three Months Ended
June 30, 2026
  Three Months Ended
September 30, 2025
  Average
Outstanding
Balance
  Interest Income/
Expense
  Average
Yield/
Rate(1)
  Average
Outstanding
Balance
  Interest Income/
Expense
  Average
Yield/
Rate(1)
  Average
Outstanding
Balance
  Interest Income/
Expense
  Average
Yield/
Rate(1)
  (in thousands)
Assets                                  
Interest earning assets:                                  
Interest-bearing deposits $ 242,761   $ 2,218   3.62 %   $ 295,167   $ 2,646   3.60 %   $ 194,858   $ 2,139   4.36 %
Federal funds sold   22     —   —       60     —   —       59     1   5.79  
Investment securities available-for-sale   227,537     1,826   3.18       240,102     1,814   3.03       241,086     1,805   2.97  
Restricted investments   7,441     112   5.97       8,701     137   6.32       7,052     108   6.06  
Loans held for sale(2)(3)   11,630     194   6.62       17,381     252   5.82       13,783     228   6.57  
Portfolio loans receivable(3)(4)   3,135,648     67,942   8.60       3,058,476     65,110   8.54       2,789,815     60,610   8.62  
Total interest earning assets   3,625,039     72,292   7.91       3,619,887     69,959   7.75       3,246,653     64,891   7.93  
Noninterest earning assets(2)   140,002             141,624             131,643        
Total assets $ 3,765,041           $ 3,761,511           $ 3,378,296        
                                   
Liabilities and Stockholders’ Equity                                  
Interest-bearing liabilities:                                  
Interest-bearing demand accounts $ 332,684     768   0.92     $ 346,671     816   0.94     $ 282,873     388   0.54  
Savings   22,479     115   2.03       17,790     70   1.58       12,887     15   0.47  
Money market accounts   1,375,162     11,389   3.29       1,315,061     10,797   3.29       985,106     8,650   3.48  
Time deposits   703,072     6,687   3.77       722,144     6,839   3.80       815,302     3,679   1.79  
Borrowed funds   25,051     255   4.04       52,062     508   3.91       34,062     139   1.62  
Total interest-bearing liabilities(2)   2,458,448     19,214   3.10       2,453,728     19,030   3.11       2,130,230     12,871   2.40  
Noninterest-bearing liabilities:                                  
Noninterest-bearing liabilities   46,904             51,427             43,245        
Noninterest-bearing deposits(2)   831,739             842,312             820,899        
Stockholders’ equity   427,950             414,044             383,922        
Total liabilities and stockholders’ equity $ 3,765,041           $ 3,761,511           $ 3,378,296        
                                   
Net interest spread         4.81 %           4.64 %           5.53 %
Net interest income     $ 53,078           $ 50,929           $ 52,020    
Net interest margin(5)         5.81 %           5.64 %           6.36 %

_______________

(1)   Annualized.
(2)   Balances include held for sale transactions in connection with sale of Chicago branch.
(3)   Average balances include nonaccrual loans. As of September 30, 2026, nonaccrual loans of $0.3 million were included in Loans held for sale and $56.4 million in Portfolio loans receivable.
(4)   For the three months ended September 30, 2026, June 30, 2026, and September 30, 2025, Core Loan Yield was 6.83%, 6.77% and 6.74%, respectively.
(5)   For the three months ended September 30, 2026, June 30, 2026, and September 30, 2025, Core Net Interest Margin was 4.18%, 4.04% and 4.66%, respectively.

  Nine Months Ended September 30,
    2026       2025  
  Average
Outstanding
Balance
  Interest Income/
Expense
  Average
Yield/
Rate(1)
  Average
Outstanding
Balance
  Interest Income/
Expense
  Average
Yield/
Rate(1)
  (in thousands)
Assets                      
Interest earning assets:                      
Interest-bearing deposits $ 261,412   $ 7,063   3.61 %   $ 193,337   $ 6,342   4.39 %
Federal funds sold   47     1   2.84       59     2   4.24  
Investment securities available-for-sale   233,592     5,099   2.92       235,690     5,248   2.98  
Restricted investments   8,191     373   6.09       6,622     306   6.17  
Loans held for sale(2)(3)   13,971     623   5.96       11,046     629   7.62  
Portfolio loans receivable(3)(4)   3,067,904     197,062   8.59       2,719,834     179,710   8.83  
Total interest earning assets   3,585,117     210,221   7.84       3,166,588     192,237   8.12  
Noninterest earning assets(2)   141,434             131,582        
Total assets $ 3,726,551           $ 3,298,170        
                       
Liabilities and Stockholders’ Equity                      
Interest-bearing liabilities:                      
Interest-bearing demand accounts $ 314,587   $ 1,998   0.85 %   $ 269,184   $ 1,147   0.57 %
Savings   18,022     214   1.59       13,044     49   0.51  
Money market accounts   1,293,968     31,666   3.27       927,044     24,071   3.47  
Time deposits   755,275     21,673   3.84       830,451     20,699   3.33  
Borrowed funds   42,959     1,265   3.94       34,062     558   2.19  
Total interest-bearing liabilities(2)   2,424,811     56,816   3.13       2,073,785     46,524   3.00  
Noninterest-bearing liabilities:                      
Noninterest-bearing liabilities   54,081             48,374        
Noninterest-bearing deposits(2)   831,811             802,991        
Stockholders’ equity   415,848             373,020        
Total liabilities and stockholders’ equity $ 3,726,551           $ 3,298,170        
                       
Net interest spread         4.71 %           5.12 %
Net interest income     $ 153,405           $ 145,713    
Net interest margin(5)         5.72 %           6.15 %

_______________

(1)   Annualized.
(2)   Balances include held for sale transactions in connection with sale of Chicago branch.
(3)   Average balances include nonaccrual loans. As of September 30, 2026, nonaccrual loans of $0.3 million were included in Loans held for sale and $56.4 million in Portfolio loans receivable.
(4)   For the nine months ended September 30, 2026 and 2025, collectively. Core Loan Yield was 6.84% and 7.01%, respectively.
(5)   For the nine months ended September 30, 2026 and 2025, collectively. Core Net Interest Margin was 4.12% and 4.48%, respectively.

The Company’s reportable segments represent business units with discrete financial information whose results are regularly reviewed by management. The four segments include Commercial Banking, OpenSky™ (the Company’s credit card division), Windsor Advantage™ and Capital Bank Home Loans (the Company’s mortgage loan division).

The following schedules reported internally for performance assessment by the chief operating decision maker presents financial information for each reportable segment for the periods indicated. Total assets are presented as of September 30, 2026, June 30, 2026, and September 30, 2025.

Segments                      
For the three months ended September 30, 2026          
(in thousands)   Commercial Bank   OpenSky™   Windsor Advantage™   CBHL   Consolidated  
Interest income   $ 55,580     $ 16,517   $ —   $ 195     $ 72,292    
Interest expense     19,128       —     —     86       19,214    
Net interest income     36,452       16,517     —     109       53,078    
Provision for credit losses     833       4,070     —     —       4,903    
Release of credit losses on unfunded commitments     (54 )     —     —     —       (54 )  
Net interest income after provision     35,673       12,447     —     109       48,229    
Noninterest income                      
Service charges on deposits     418       —     —     —       418    
Credit card fees     —       4,520     —     —       4,520    
Mortgage banking revenue     490       —     —     1,359       1,849    
Government lending revenue     1,474       —     —     —       1,474    
Government loan servicing revenue(1)     (1,665 )     —     6,738     —       5,073    
Loan servicing rights     523       —     —     —       523    
Other income     877       31     5     269       1,182    
Total noninterest income     2,117       4,551     6,743     1,628       15,039    
Noninterest expenses                      
Salaries and employee benefits     11,879       4,319     3,095     1,823       21,116    
Occupancy and equipment     2,441       1,064     436     203       4,144    
Professional fees     2,469       1,736     287     427       4,919    
Data processing     442       7,152     62     52       7,708    
Advertising     1,183       143     123     117       1,566    
Loan processing     266       5     1     271       543    
Merger-related expenses     1,577       —     —     —       1,577    
Operational and other card fraud related losses     73       812     23     22       930    
Regulatory assessment expenses     563       232     70     65       930    
Other operating     1,332       262     563     132       2,289    
Total noninterest expenses     22,225       15,725     4,660     3,112       45,722    
Net income (loss) before taxes   $ 15,565     $ 1,273   $ 2,083   $ (1,375 )   $ 17,546    
                       
Total assets   $ 3,607,589     $ 144,462   $ 28,508   $ 21,994     $ 3,802,553    

_______________

(1)   Gross government loan servicing revenue totaled $6.7 million, including $1.7 million of servicing fees earned from the Commercial Bank by Windsor™, for the three months ended September 30, 2026.

Segments                      
For the three months ended June 30, 2026          
(in thousands)   Commercial Bank   OpenSky™   Windsor Advantage™   CBHL   Consolidated  
Interest income   $ 53,712     $ 15,995   $ —   $ 252     $ 69,959  
Interest expense     18,894       —     —     136       19,030  
Net interest income     34,818       15,995     —     116       50,929  
Provision for (release of) credit losses     (432 )     4,017     —     —       3,585  
Provision for credit losses on unfunded commitments     65       —     —     —       65  
Net interest income after provision     35,185       11,978     —     116       47,279  
Noninterest income                      
Service charges on deposits     409       —     —     —       409  
Credit card fees     —       4,395     —     —       4,395  
Mortgage banking revenue     278       —     —     1,682       1,960  
Government lending revenue     1,207       —     —     —       1,207  
Government loan servicing revenue(1)     (1,256 )     —     6,559     —       5,303  
Loan servicing rights     292       —     —     —       292  
Other income     618       30     —     147       795  
Total noninterest income     1,548       4,425     6,559     1,829       14,361  
Noninterest expenses                      
Salaries and employee benefits     12,048       3,792     2,625     1,602       20,067  
Occupancy and equipment     2,315       1,047     391     189       3,942  
Professional fees     2,233       1,228     271     393       4,125  
Data processing     452       6,983     67     49       7,551  
Advertising     765       598     297     156       1,816  
Loan processing     927       271     9     268       1,475  
Merger-related expenses     —       —     —     —       —  
Operational and other card fraud related losses     72       618     —     —       690  
Regulatory assessment expenses     583       214     64     64       925  
Other operating     1,277       639     558     121       2,595  
Total noninterest expenses     20,672       15,390     4,282     2,842       43,186  
Net income (loss) before taxes   $ 16,061     $ 1,013   $ 2,277   $ (897 )   $ 18,454  
                       
Total assets   $ 3,689,273     $ 143,716   $ 27,818   $ 29,131     $ 3,889,938  

_______________

(1)  Gross government loan servicing revenue totaled $6.6 million, including $1.3 million of servicing fees earned from the Commercial Bank by Windsor™, for the three months ended June 30, 2026.

Segments                      
For the three months ended September 30, 2025          
(in thousands)   Commercial Bank   OpenSky™   Windsor Advantage™   CBHL   Consolidated  
Interest income(2)   $ 49,035     $ 15,628     $ —     $ 228     $ 64,891    
Interest expense     12,768       —       —       103       12,871    
Net interest income     36,267       15,628       —       125       52,020    
Provision for credit losses     1,852       2,798       —       —       4,650    
Provision for credit losses on unfunded commitments     217       —       —       —       217    
Net interest income after provision     34,198       12,830       —       125       47,153    
Noninterest income                      
Service charges on deposits     425       —       —       —       425    
Credit card fees     —       4,509       —       —       4,509    
Mortgage banking revenue     315       —       —       1,612       1,927    
Government lending revenue     14       —       —       —       14    
Government loan servicing revenue(1)     (1,074 )     —       5,339       —       4,265    
Loan servicing rights     368       —       —       —       368    
Other income (loss)     (557 )     (33 )     —       150       (440 )  
Total noninterest income     (509 )     4,476       5,339       1,762       11,068    
Noninterest expenses                      
Salaries and employee benefits     10,559       3,271       2,455       1,443       17,728    
Occupancy and equipment     1,635       632       416       166       2,849    
Professional fees     1,079       571       198       283       2,131    
Data processing     350       7,154       97       53       7,654    
Advertising     694       833       76       111       1,714    
Loan processing     740       15       67       292       1,114    
Merger-related expenses     697       —       —       —       697    
Operational and other card fraud related losses     —       923       —       —       923    
Regulatory assessment expenses     788       (30 )     (11 )     (7 )     740    
Other operating     1,493       587       614       110       2,804    
Total noninterest expenses     18,035       13,956       3,912       2,451       38,354    
Net income (loss) before taxes   $ 15,654     $ 3,350     $ 1,427     $ (564 )   $ 19,867    
                       
Total assets   $ 3,213,222     $ 134,422     $ 21,743     $ 20,055     $ 3,389,442    

_______________
(1)  Gross government loan servicing revenue totaled $5.3 million, including $1.1 million of servicing fees earned from the Commercial Bank by Windsor™, for the three months ended September 30, 2025.
(2)   Interest income of $49.0 million for the Commercial Bank includes the $1.3 million Interest Income Adjustment.

Segments                      
For the nine months ended September 30, 2026          
(in thousands)   Commercial Bank   OpenSky™   Windsor Advantage™   CBHL   Consolidated  
Interest income   $ 162,024     $ 47,573   $ —   $ 624     $ 210,221  
Interest expense     56,494       —     —     322       56,816  
Net interest income     105,530       47,573     —     302       153,405  
Provision for credit losses     745       10,757     —     —       11,502  
Provision for credit losses on unfunded commitments     216       —     —     —       216  
Net interest income after provision     104,569       36,816     —     302       141,687  
Noninterest income                      
Service charges on deposits     1,230       —     —     —       1,230  
Credit card fees     —       13,607     —     —       13,607  
Mortgage banking revenue     1,184       —     —     4,181       5,365  
Government lending revenue     3,604       —     —     —       3,604  
Government loan servicing revenue(1)     (4,183 )     —     18,904     —       14,721  
Loan servicing rights     1,312       —     —     —       1,312  
Other income     2,202       73     5     654       2,934  
Total noninterest income     5,349       13,680     18,909     4,835       42,773  
Noninterest expenses                      
Salaries and employee benefits     36,017       11,998     8,384     5,101       61,500  
Occupancy and equipment     6,626       3,229     1,219     574       11,648  
Professional fees     7,170       4,825     836     1,178       14,009  
Data processing     1,439       21,242     188     157       23,026  
Advertising     2,666       1,333     480     369       4,848  
Loan processing     2,269       323     32     777       3,401  
Merger-related expenses     1,577       —     —     —       1,577  
Operational and other card fraud related losses     210       2,055     23     22       2,310  
Regulatory assessment expenses     1,744       661     200     191       2,796  
Other operating     3,749       1,616     1,726     383       7,474  
Total noninterest expenses     63,467       47,282     13,088     8,752       132,589  
Net income (loss) before taxes   $ 46,451     $ 3,214   $ 5,821   $ (3,615 )   $ 51,871  
                       
Total assets   $ 3,607,589     $ 144,462   $ 28,508   $ 21,994     $ 3,802,553  

_______________
(1)  Gross government loan servicing revenue totaled $18.9 million, including $4.2 million of servicing fees earned from the Commercial Bank by Windsor™, for the nine months ended September 30, 2026.

Segments                      
For the nine months ended September 30, 2025          
(in thousands)   Commercial Bank   OpenSky™   Windsor Advantage™   CBHL   Consolidated  
Interest income   $ 147,128     $ 44,566   $ —   $ 543     $ 192,237  
Interest expense     46,273       —     —     251       46,524  
Net interest income     100,855       44,566     —     292       145,713  
Provision for credit losses     3,457       7,520     —     —       10,977  
Provision for credit losses on unfunded commitments     217       —     —     —       217  
Net interest income after provision     97,181       37,046     —     292       134,519  
Noninterest income                      
Service charges on deposits     945       —     —     —       945  
Credit card fees     —       12,529     —     —       12,529  
Mortgage banking revenue     1,043       —     —     4,469       5,512  
Government lending revenue     4,222       —     —     —       4,222  
Government loan servicing revenue(1)     (3,164 )     —     14,641     —       11,477  
Loan servicing rights     250       —     —     —       250  
Other income     1,215       3     —     570       1,788  
Total noninterest income     4,511       12,532     14,641     5,039       36,723  
Noninterest expenses                      
Salaries and employee benefits     32,275       10,019     7,370     4,591       54,255  
Occupancy and equipment     5,115       1,693     1,495     451       8,754  
Professional fees     3,802       1,714     389     760       6,665  
Data processing     1,244       20,633     283     126       22,286  
Advertising     2,207       2,177     215     265       4,864  
Loan processing     1,867       58     128     783       2,836  
Merger-related expenses     3,361       —     —     —       3,361  
Operational and other card fraud related losses     131       2,628     —     —       2,759  
Regulatory assessment expenses     2,513       —     —     —       2,513  
Other operating     4,719       1,441     1,222     304       7,686  
Total noninterest expenses     57,234       40,363     11,102     7,280       115,979  
Net income (loss) before taxes   $ 44,458     $ 9,215   $ 3,539   $ (1,949 )   $ 55,263  
                       
Total assets   $ 3,213,222     $ 134,422   $ 21,743   $ 20,055     $ 3,389,442  

_______________
(1)  Gross government loan servicing revenue totaled $14.6 million, including $3.2 million of servicing fees earned from the Commercial Bank by Windsor™, for the nine months ended September 30, 2025.

HISTORICAL FINANCIAL HIGHLIGHTS – Unaudited
    Quarter Ended
(in thousands, except per share data)   September 30,
2026
  June 30, 2026   March 31,
2026
  December 31,
2025
  September 30,
2025
Earnings:                    
Net income   $ 13,122     $ 14,250     $ 12,018     $ 15,037     $ 15,065  
Earnings per common share, diluted     0.80       0.87       0.73       0.91       0.89  
Net interest margin     5.81 %     5.64 %     5.71 %     5.94 %     6.36 %
Core net interest margin(2)     4.18 %     4.04 %     4.15 %     4.19 %     4.66 %
Return on average assets(1)     1.38 %     1.52 %     1.33 %     1.71 %     1.77 %
Return on average equity(1)     12.16 %     13.80 %     12.03 %     15.23 %     15.57 %
Efficiency ratio     67.12 %     66.14 %     69.59 %     62.32 %     60.79 %
                     
Balance Sheet:                    
Total portfolio loans receivable, net deferred fees   $ 3,114,264     $ 3,085,950     $ 3,026,431     $ 2,959,457     $ 2,821,983  
Total deposits     3,319,135       3,371,103       3,292,047       3,093,200       2,912,053  
Total assets     3,802,553       3,889,938       3,808,467       3,606,207       3,389,442  
Total stockholders’ equity     431,450       422,205       408,859       401,757       394,770  
Total average portfolio loans receivable, net deferred fees     3,135,648       3,058,476       3,008,187       2,902,033       2,789,815  
Total average deposits     3,265,136       3,243,978       3,130,392       2,992,784       2,917,067  
Portfolio loans-to-deposit ratio (period-end balances)     93.83 %     91.54 %     91.93 %     95.68 %     96.91 %
Portfolio loans-to-deposit ratio (average balances)     96.03 %     94.28 %     96.10 %     96.97 %     95.64 %
                     
Asset Quality Ratios:                    
Nonperforming assets to total assets     1.59 %     1.56 %     1.56 %     1.62 %     1.54 %
Nonperforming loans to total loans     1.82 %     1.85 %     1.83 %     1.84 %     1.85 %
Net charge-offs to average portfolio loans(1)     0.49 %     0.50 %     0.40 %     0.32 %     0.35 %
Allowance for credit losses to total loans     1.78 %     1.76 %     1.81 %     1.85 %     1.88 %
Allowance for credit losses to non-performing loans     97.94 %     95.51 %     98.67 %     100.44 %     101.53 %
                     
Bank Capital Ratios:                    
Total risk based capital ratio(3)     12.52 %     12.60 %     12.52 %     12.60 %     12.95 %
Tier-1 risk based capital ratio(3)     11.26 %     11.34 %     11.26 %     11.34 %     11.69 %
Leverage ratio(3)     9.15 %     8.97 %     9.00 %     9.24 %     9.34 %
Common Equity Tier-1 capital ratio(3)     11.26 %     11.34 %     11.26 %     11.34 %     11.69 %
Tangible common equity(3)     9.34 %     9.06 %     8.40 %     8.75 %     9.06 %
Holding Company Capital Ratios:                    
Total risk based capital ratio(3)     14.58 %     14.49 %     14.25 %     14.31 %     15.25 %
Tier-1 risk based capital ratio(3)     13.32 %     13.23 %     12.99 %     13.05 %     13.62 %
Leverage ratio(3)     10.84 %     10.51 %     10.48 %     10.71 %     10.98 %
Common Equity Tier-1 capital ratio(3)     13.25 %     13.16 %     12.92 %     12.98 %     13.54 %
Tangible common equity(3)     11.02 %     10.54 %     9.73 %     10.07 %     10.60 %

_______________
(1)   Annualized.
(2)   Refer to Appendix for reconciliation of non-GAAP measures.
(3)   Estimated ratio at September 30, 2026.

HISTORICAL FINANCIAL HIGHLIGHTS – Unaudited (continued)
    Quarter Ended
(in thousands, except per share data)   September 30,
2026
  June 30, 2026   March 31,
2026
  December 31,
2025
  September 30,
2025
Composition of Loans:                    
Commercial real estate, non owner-occupied   $ 545,612     $ 561,805     $ 522,498     $ 533,141     $ 509,878  
Commercial real estate, owner-occupied     419,186       424,109       428,632       418,701       442,827  
Residential real estate     784,220       797,745       795,505       765,808       740,060  
Construction real estate     380,688       370,710       365,706       359,566       344,290  
Commercial and industrial     774,297       731,575       730,576       698,289       619,148  
Lender finance     55,601       50,020       43,775       41,421       31,883  
Business equity lines of credit     4,355       4,930       4,170       3,818       2,931  
Credit card, net of reserve(4)     149,184       145,266       134,789       142,397       136,483  
Other consumer loans     5,539       3,772       4,779       1,930       2,010  
Portfolio loans receivable   $ 3,118,682     $ 3,089,932     $ 3,030,430     $ 2,965,071     $ 2,829,510  
Deferred origination fees, net     (4,418 )     (3,982 )     (3,999 )     (5,614 )     (7,527 )
Portfolio loans receivable, net   $ 3,114,264     $ 3,085,950     $ 3,026,431     $ 2,959,457     $ 2,821,983  
                     
Composition of Deposits:                    
Noninterest-bearing   $ 844,536     $ 897,363     $ 871,677     $ 852,741     $ 857,543  
Interest-bearing demand     323,139       391,544       341,723       257,233       275,767  
Savings     30,538       23,077       21,471       11,679       12,835  
Money markets     1,379,580       1,390,778       1,276,034       1,105,183       989,159  
Customer time deposits     410,479       437,358       478,085       489,687       539,207  
Brokered time deposits     330,863       230,983       303,057       376,677       237,542  
Total deposits   $ 3,319,135     $ 3,371,103     $ 3,292,047     $ 3,093,200     $ 2,912,053  
                     
Capital Bank Home Loan Metrics:                    
Origination of loans held for sale   $ 75,348     $ 106,885     $ 72,933     $ 107,283     $ 80,651  
Mortgage loans sold     47,911       87,059       52,423       82,998       66,409  
Gain on sale of loans     1,404       2,362       1,496       2,145       1,698  
Purchase volume as a % of originations     90.50 %     86.14 %     73.15 %     72.77 %     92.32 %
Gain on sale as a % of loans sold(5)     2.93 %     2.71 %     2.85 %     2.58 %     2.56 %
Mortgage commissions   $ 591     $ 947     $ 594     $ 899     $ 656  
                     
OpenSky™Portfolio Metrics:                    
Open customer accounts     575,841       588,594       588,190       585,492       587,641  
Secured credit card loans, gross   $ 93,672     $ 96,026     $ 90,021     $ 97,313     $ 98,793  
Unsecured credit card loans, gross     57,589       51,234       46,574       47,131       39,576  
Noninterest secured credit card deposits     162,354       166,174       165,506       163,184       166,874  

_______________

(4)   Credit card loans are presented net of reserve for interest and fees.
(5)   Gain on sale percentage is calculated as gain on sale of loans divided by mortgage loans sold.

Appendix
Reconciliation of Non-GAAP Measures

The Company has presented the following non-GAAP (U.S. Generally Accepted Accounting Principles) financial measures because it believes that these measures provide useful and comparative information to assess trends in the Company’s results of operations and financial condition. Presentation of these non-GAAP financial measures is consistent with how the Company evaluates its performance internally and these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Company’s industry. Investors should recognize that the Company’s presentation of these non-GAAP financial measures might not be comparable to similarly-titled measures of other companies. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures and the Company strongly encourages a review of its condensed consolidated financial statements in their entirety.

Core Earnings Metrics Quarter Ended
(in thousands, except per share data) September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
                   
Net Income $ 13,122     $ 14,250     $ 12,018     $ 15,037     $ 15,065  
Deduct: Income from the Call of Brokered Time Deposits, Net of Tax   —       —       —       —       (3,489 )
Add: Merger-Related Expenses, Net of Tax   1,577       —       —       —       575  
Core Net Income $ 14,699     $ 14,250     $ 12,018     $ 15,037     $ 12,151  
                   
Weighted Average Common Shares – Diluted   16,482       16,373       16,441       16,493       16,844  
Earnings per Share – Diluted $ 0.80     $ 0.87     $ 0.73     $ 0.91     $ 0.89  
Core Earnings per Share – Diluted $ 0.89     $ 0.87     $ 0.73     $ 0.91     $ 0.72  
                   
Average Assets $ 3,765,041     $ 3,761,511     $ 3,651,812     $ 3,498,540     $ 3,378,296  
Return on Average Assets(1)   1.38 %     1.52 %     1.33 %     1.71 %     1.77 %
Core Return on Average Assets(1)   1.55 %     1.52 %     1.33 %     1.71 %     1.43 %
                   
Average Equity $ 427,950     $ 414,044     $ 405,302     $ 391,750     $ 383,922  
Return on Average Equity(1)   12.16 %     13.80 %     12.03 %     15.23 %     15.57 %
Core Return on Average Equity(1)   13.63 %     13.80 %     12.03 %     15.23 %     12.56 %
                   
Net Interest Income $ 53,078     $ 50,929     $ 49,398     $ 50,279     $ 52,020  
Noninterest Income   15,039       14,361       13,373       12,464       11,068  
Total Revenue $ 68,117     $ 65,290     $ 62,771     $ 62,743     $ 63,088  
Noninterest Expense   45,722       43,186       43,681       39,103       38,354  
Efficiency Ratio(2)   67.1 %     66.1 %     69.6 %     62.3 %     60.8 %
                   
Net Interest Income $ 53,078     $ 50,929     $ 49,398     $ 50,279     $ 52,020  
Deduct: Income from the Call of Brokered Time Deposits   —       —       —       —       4,618  
Core Net Interest Income (a) $ 53,078     $ 50,929     $ 49,398     $ 50,279     $ 47,402  
Noninterest Income (b)   15,039       14,361       13,373       12,464       11,068  
Core Revenue (a) + (b) $ 68,117     $ 65,290     $ 62,771     $ 62,743     $ 58,470  
                   
Noninterest Expense $ 45,722     $ 43,186     $ 43,681     $ 39,103     $ 38,354  
Less: Merger-Related Expenses   1,577       —       —       —       697  
Core Noninterest Expense $ 44,145     $ 43,186     $ 43,681     $ 39,103     $ 37,657  
Core Efficiency Ratio(2)   64.8 %     66.1 %     69.6 %     62.3 %     64.4 %

_______________

(1)   Annualized.
(2)   The efficiency ratio is calculated by dividing noninterest expense by total revenue (net interest income plus noninterest income).

Core Earnings Metrics Nine Months Ended
(in thousands, except per share data) September 30, 2026   September 30, 2025
       
Net Income $ 39,390     $ 42,133  
Deduct: Income from the Call of Brokered Time Deposits, Net of Tax   —       (3,489 )
Add: Merger-Related Expenses, Net of Tax   1,577       2,609  
Core Net Income $ 40,967     $ 41,253  
       
Weighted Average Common Shares – Diluted   16,437       16,850  
Earnings per Share – Diluted $ 2.40     $ 2.50  
Core Earnings per Share – Diluted $ 2.49     $ 2.45  
       
Average Assets $ 3,726,551     $ 3,298,170  
Return on Average Assets(1)   1.41 %     1.71 %
Core Return on Average Assets(1)   1.47 %     1.67 %
       
Average Equity $ 415,848     $ 373,020  
Return on Average Equity(1)   12.66 %     15.10 %
Core Return on Average Equity(1)   13.17 %     14.79 %
       
Net Interest Income $ 153,405     $ 145,713  
Noninterest Income   42,773       36,723  
Total Revenue $ 196,178     $ 182,436  
Noninterest Expense   132,589       115,979  
Efficiency Ratio(2)   67.6 %     63.6 %
       
Net Interest Income $ 153,405     $ 145,713  
Deduct: Income from the Call of Brokered Time Deposits   —       4,618  
Core Net Interest Income (a) $ 153,405     $ 141,095  
Noninterest Income (b)   42,773       36,723  
Core Revenue (a) + (b) $ 196,178     $ 177,818  
       
Noninterest Expense $ 132,589     $ 115,979  
Less: Merger-Related Expenses   1,577       3,361  
Core Noninterest Expense $ 131,012     $ 112,618  
Core Efficiency Ratio(2)   66.8 %     63.3 %

_______________

(1)   Annualized.
(2)   The efficiency ratio is calculated by dividing noninterest expense by total revenue (net interest income plus noninterest income).

Core Net Interest Margin Quarter Ended
(in thousands) September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
                   
Net Interest Income $ 53,078     $ 50,929     $ 49,398     $ 50,279     $ 52,020  
Less: Credit Card Loan Income   16,405       15,808       14,882       16,196       15,386  
Net Interest Income Excluding Credit Card   36,673       35,121       34,516       34,083       36,634  
Average Interest Earning Assets   3,625,039       3,619,887       3,509,115       3,360,576       3,246,653  
Less: Average Credit Card Loans   143,858       137,052       133,712       133,858       129,100  
Average Core Interest Earning Assets $ 3,481,181     $ 3,482,835     $ 3,375,403     $ 3,226,718     $ 3,117,553  
Core Net Interest Margin   4.18 %     4.04 %     4.15 %     4.19 %     4.66 %

       
Core Net Interest Margin Nine Months Ended
(in thousands) September 30, 2026   September 30, 2025
       
Net Interest Income $ 153,405     $ 145,713  
Less: Credit Card Loan Income   47,095       43,651  
Core Net Interest Income   106,310       102,062  
Average Interest Earning Assets   3,585,117       3,166,588  
Less: Average Credit Card Loans   138,244       123,117  
Average Core Interest Earning Assets $ 3,446,873     $ 3,043,471  
Core Net Interest Margin   4.12 %     4.48 %

Core Loan Yield Quarter Ended
(in thousands) September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
                   
Portfolio Loans Receivable Interest Income $ 67,942     $ 65,110     $ 64,009     $ 64,670     $ 60,610  
Less: Credit Card Loan Income   16,405       15,808       14,882       16,196       15,386  
Core Portfolio Loans Receivable Interest Income $ 51,537     $ 49,302     $ 49,127     $ 48,474     $ 45,224  
Average Portfolio Loans Receivable   3,135,648       3,058,476       3,008,187       2,902,033       2,789,815  
Less: Average Credit Card Loans   143,858       137,052       133,712       133,858       129,100  
Total Core Average Portfolio Loans Receivable $ 2,991,790     $ 2,921,424     $ 2,874,475     $ 2,768,175     $ 2,660,715  
Core Portfolio Loans Receivable Yield   6.83 %     6.77 %     6.93 %     6.95 %     6.74 %

       
Core Loan Yield Nine Months Ended
(in thousands) September 30, 2026   September 30, 2025
       
Portfolio Loans Receivable Interest Income $ 197,062     $ 179,710  
Less: Credit Card Loan Income   47,095       43,651  
Core Portfolio Loans Receivable Interest Income $ 149,967     $ 136,059  
Average Portfolio Loans Receivable   3,067,904       2,719,834  
Less: Average Credit Card Loans   138,244       123,117  
Total Core Average Portfolio Loans Receivable $ 2,929,660     $ 2,596,717  
Core Portfolio Loans Receivable Yield   6.84 %     7.01 %

Pre-tax, Pre-Provision Net Revenue (“PPNR”) Quarter Ended
(in thousands) September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
                   
Net Income $ 13,122     $ 14,250   $ 12,018   $ 15,037     $ 15,065
Add: Income Tax Expense   4,424       4,204     3,853     4,644       4,802
Add: Provision for Credit Losses   4,903       3,585     3,014     3,988       4,650
Add: Provision for (Release of) Credit Losses on Unfunded Commitments   (54 )     65     205     (29 )     217
Pre-tax, Pre-Provision Net Revenue (“PPNR”) $ 22,395     $ 22,104   $ 19,090   $ 23,640     $ 24,734

       
Pre-tax, Pre-Provision Net Revenue (“PPNR”) Nine Months Ended
(in thousands) September 30, 2026   September 30, 2025
       
Net Income $ 39,390   $ 42,133
Add: Income Tax Expense   12,481     13,130
Add: Provision for Credit Losses   11,502     10,977
Add: Provision for Credit Losses on Unfunded Commitments   216     217
Pre-tax, Pre-Provision Net Revenue (“PPNR”) $ 63,589   $ 66,457

Core PPNR Quarter Ended
(in thousands) September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
                   
Net Income $ 13,122     $ 14,250   $ 12,018   $ 15,037     $ 15,065  
Add: Income Tax Expense   4,424       4,204     3,853     4,644       4,802  
Add: Provision for Credit Losses   4,903       3,585     3,014     3,988       4,650  
Add: Provision for (Release of) Credit Losses on Unfunded Commitments   (54 )     65     205     (29 )     217  
Deduct: Income from the Call of Brokered Time Deposits   —       —     —     —       (4,618 )
Add: Merger-Related Expenses   1,577       —     —     —       697  
Core PPNR $ 23,972     $ 22,104   $ 19,090   $ 23,640     $ 20,813  

       
Core PPNR Nine Months Ended
(in thousands) September 30, 2026   September 30, 2025
       
Net Income $ 39,390   $ 42,133  
Add: Income Tax Expense   12,481     13,130  
Add: Provision for Credit Losses   11,502     10,977  
Add: Provision for Credit Losses on Unfunded Commitments   216     217  
Deduct: Income from the Call of Brokered Time Deposits   —     (4,618 )
Add: Merger-Related Expenses   1,577     3,361  
Core PPNR $ 65,166   $ 65,200  

Allowance for Credit Losses to Total Portfolio Loans Quarter Ended
(in thousands) September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
                   
Allowance for Credit Losses $ 55,493     $ 54,431     $ 54,680     $ 54,660     $ 53,045  
Total Portfolio Loans   3,114,264       3,085,950       3,026,431       2,959,457       2,821,983  
Allowance for Credit Losses to Total Portfolio Loans   1.78 %     1.76 %     1.81 %     1.85 %     1.88 %

Commercial Bank Allowance for Credit Losses to Commercial Bank Portfolio Loans Quarter Ended
(in thousands) September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
                   
Allowance for Credit Losses $ 55,493     $ 54,431     $ 54,680     $ 54,660     $ 53,045  
Less: Credit Card Allowance for Credit Losses   9,777       8,904       7,802       8,232       7,413  
Commercial Bank Allowance for Credit Losses $ 45,716     $ 45,527     $ 46,878     $ 46,428     $ 45,632  
Total Portfolio Loans   3,114,264       3,085,950       3,026,431       2,959,457       2,821,983  
Less: Gross Credit Card Loans   144,258       141,446       131,887       137,905       130,897  
Commercial Bank Portfolio Loans $ 2,970,006     $ 2,944,504     $ 2,894,544     $ 2,821,552     $ 2,691,086  
Commercial Bank Allowance for Credit Losses to Commercial Bank Portfolio Loans   1.54 %     1.55 %     1.62 %     1.65 %     1.70 %

Nonperforming Assets to Total Assets Quarter Ended
(in thousands) September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
                   
Total Nonperforming Assets $ 60,518     $ 60,843     $ 59,273     $ 58,276     $ 52,247  
Total Assets   3,802,553       3,889,938       3,808,467       3,606,207       3,389,442  
Nonperforming Assets to Total Assets   1.59 %     1.56 %     1.56 %     1.62 %     1.54 %

Nonperforming Loans to Total Portfolio Loans Quarter Ended
(in thousands) September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
                   
Total Nonperforming Loans $ 56,662     $ 56,987     $ 55,417     $ 54,421     $ 52,247  
Total Portfolio Loans   3,114,264       3,085,950       3,026,431       2,959,457       2,821,983  
Nonperforming Loans to Total Portfolio Loans   1.82 %     1.85 %     1.83 %     1.84 %     1.85 %

Net Charge-Offs to Average Portfolio Loans Quarter Ended
(in thousands) September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
                   
Total Net Charge-Offs $ 3,841     $ 3,834     $ 2,994     $ 2,373     $ 2,476  
Total Average Portfolio Loans   3,135,648       3,058,476       3,008,187       2,902,033       2,789,815  
Net Charge-Offs to Average Portfolio Loans, Annualized   0.49 %     0.50 %     0.40 %     0.32 %     0.35 %

       
Net Charge-offs to Average Portfolio Loans Nine Months Ended
(in thousands) September 30, 2026   September 30, 2025
       
Total Net Charge-Offs $ 10,669     $ 10,008  
Total Average Portfolio Loans   3,067,904       2,719,834  
Net Charge-Offs to Average Portfolio Loans, Annualized   0.46 %     0.49 %

Tangible Book Value per Share Quarter Ended
(in thousands, except share and per share data) September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
                   
Total Stockholders’ Equity $ 431,450   $ 422,205   $ 408,859   $ 401,757   $ 394,770
Less: Intangible Assets   39,958     40,219     40,480     40,740     41,002
Tangible Common Equity $ 391,492   $ 381,986   $ 368,379   $ 361,017   $ 353,768
Period End Shares Outstanding   16,328,648     16,289,288     16,286,480     16,373,288     16,589,241
Tangible Book Value per Share $ 23.98   $ 23.45   $ 22.62   $ 22.05   $ 21.33

Return on Average Tangible Common Equity Quarter Ended
(in thousands) September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
                   
Net Income $ 13,122     $ 14,250     $ 12,018     $ 15,037     $ 15,065  
Add: Intangible Amortization, Net of Tax   195       201       197       200       199  
Net Tangible Income $ 13,317     $ 14,451     $ 12,215     $ 15,237     $ 15,264  
Average Equity   427,950       414,044       405,302       391,750       383,922  
Less: Average Intangible Assets   40,116       40,377       40,628       40,884       37,706  
Net Average Tangible Common Equity $ 387,834     $ 373,667     $ 364,674     $ 350,866     $ 346,216  
Return on Average Equity   12.16 %     13.80 %     12.03 %     15.23 %     15.57 %
Return on Average Tangible Common Equity   13.62 %     15.51 %     13.58 %     17.23 %     17.49 %

       
Return on Average Tangible Common Equity Nine Months Ended
(in thousands) September 30, 2026   September 30, 2025
       
Net Income $ 39,390     $ 42,133  
Add: Intangible Amortization, Net of Tax   594       599  
Net Tangible Income $ 39,984     $ 42,732  
Average Equity   415,848       373,020  
Less: Average Intangible Assets   40,372       38,048  
Net Average Tangible Common Equity $ 375,476     $ 334,972  
Return on Average Equity   12.66 %     15.10 %
Return on Average Tangible Common Equity   14.24 %     17.06 %

Core Return on Average Tangible Common Equity Quarter Ended
(in thousands) September 30, 2026   June 30, 2026   March 31, 2026   December 31, 2025   September 30, 2025
                   
Core Net Income $ 14,699     $ 14,250     $ 12,018     $ 15,037     $ 12,151  
Add: Intangible Amortization, Net of Tax   195       201       197       200       199  
Core Net Tangible Income $ 14,894     $ 14,451     $ 12,215     $ 15,237     $ 12,350  
Core Return on Average Tangible Common Equity   15.24 %     15.51 %     13.58 %     17.23 %     14.15 %

       
Core Return on Average Tangible Common Equity Nine Months Ended
(in thousands) September 30, 2026   September 30, 2025
       
Core Net Income $ 40,967     $ 41,253  
Add: Intangible Amortization, Net of Tax   594       599  
Core Net Tangible Income $ 41,561     $ 41,852  
Core Return on Average Tangible Common Equity   14.80 %     16.70 %


ABOUT CAPITAL BANCORP, INC.

Capital Bancorp, Inc., Rockville, Maryland is a registered bank holding company incorporated under the laws of Maryland. Capital Bancorp has been providing financial services since 1999 and now operates bank branches in four locations in the Washington, D.C., and Baltimore, Maryland metropolitan markets, one bank branch in Fort Lauderdale, Florida, one bank branch in Chicago, Illinois and one bank branch in Raleigh, North Carolina. Capital Bancorp had assets of approximately $3.8 billion at September 30, 2026 and its common stock is traded in the NASDAQ Global Market under the symbol “CBNK.” More information can be found at the Company’s website www.CapitalBankMD.com under its investor relations page.

FORWARD-LOOKING STATEMENTS

This earnings release contains forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. Any statements about our management’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “optimistic,” “intends” and similar words or phrases. Any or all of the forward-looking statements in this earnings release may turn out to be inaccurate. The inclusion of forward-looking information in this earnings release should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Our actual results could differ materially from those anticipated in such forward-looking statements. Accordingly, we caution you that any such forward-looking statements are not a guarantee of future performance and that actual results may prove to be materially different from the results expressed or implied by the forward-looking statements due to a number of factors. For details on some of the factors that could affect these expectations, see risk factors and other cautionary language included in the Company’s Annual Report on Form 10-K and other periodic and current reports filed with the Securities and Exchange Commission.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors that could cause actual results to differ materially from those contained or implied in the forward-looking statements: the strength of the United States (“U.S.”) economy in general and the strength of the local economies in which we conduct operations; geopolitical concerns, including acts or threats of terrorism and the ongoing wars in Iran and Ukraine; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Board of Governors of the Federal Reserve System; inflation, interest rate, market, and monetary fluctuations; volatility and disruptions in global capital and credit markets; changes in U.S. trade policies, including the implementation of tariffs and other protectionist trade policies; the effects of federal government shutdowns, debt ceiling standoff, or other fiscal policy uncertainty; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services; the impact of changes in financial services policies, laws, and regulations, including those concerning taxes, banking, securities, and insurance, and the application thereof by regulatory bodies; cybersecurity threats and the cost of defending against them; climate change, and other catastrophic disasters; the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures; the Company’s ability to remediate the material weakness in the Company’s internal control over financial reporting; the effect of the IFH acquisition or any other acquisitions we have made or may make, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions, and/or the failure to effectively integrate an acquisition target into our operations, including the planned growth of Windsor Advantage™; the possibility that the Company’s pending merger with Peoples does not close when expected or at all because required regulatory approvals and other conditions to closing are not received or satisfied on a timely basis or at all; the possibility that the anticipated benefits and cost savings from the merger with Peoples may not be fully realized or may take longer to realize than expected; disruptions to the Company’s business as a result of the announcement and pendency of the merger with Peoples; the possibility that the merger with Peoples may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and our ability to manage the risks involved in the foregoing.

These forward-looking statements are made as of the date of this communication, and the Company does not intend, and assumes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by law.

FINANCIAL CONTACT: Jake Dalaya (301) 637-5118

MEDIA CONTACT: Ed Barry (240) 283-1912

WEBSITE: www.CapitalBankMD.com 


Collaboration helps financial institutions improve efficiency, expand self-service banking and create new revenue opportunities by pairing Diebold Nixdorf’s Cash Recycling ATMs and global field services with Euronet’s Ren processing platform and ATM operations expertise

NORTH CANTON, Ohio, and LEAWOOD, Kan., Oct. 26, 2026 (GLOBE NEWSWIRE) — Diebold Nixdorf (NYSE: DBD), a global leader in transforming the way people bank and shop, and Euronet Worldwide, Inc. (NASDAQ: EEFT), a global payments infrastructure company and leader in payments processing and cross-border transactions, today announced their intent to form a global strategic collaboration to develop and deliver integrated ATM outsourcing solutions to financial institutions.

The collaboration pairs Diebold Nixdorf’s cash recycling ATMs, software and global field services with Euronet’s Ren payments processing platform, integrated automated back office solutions platform and ATM operations expertise.

Together, the companies aim to help financial institutions improve efficiency, lower operating costs, simplify ATM management and earn additional revenue by unlocking a broader range of transactions at the ATM, while preserving the flexibility needed to build the operating model that works best for them.

As banks seek to improve the efficiency, security and availability of their physical networks, the collaboration will focus on three areas of customer value:

  • Greater operating efficiency: Leveraging cash recycling ATMs, integrated network management, field services and back-office operations to further reduce replenishment requirements, simplify operations and optimize costs.
  • Expanded transaction and revenue opportunities: Using Euronet’s Ren platform and broader payments ecosystem to enable additional financial services and increase the revenue-generating potential of ATM networks.
  • Operational simplicity and flexibility: Providing integrated outsourcing services, including centralized monitoring, coordinated service delivery and ongoing security enhancements, while accommodating customer operating requirements and existing provider relationships.

Cash recycling ATMs are already integral to branch transformation. Diebold Nixdorf’s Branch Automation Solutions enable financial institutions to migrate the vast majority of traditional teller transactions to self-service channels. By combining these capabilities with Euronet’s network operations and transaction processing expertise, the companies aim to further expand the services available through ATMs and create additional value for banks and their customers.

Complementary Strengths

Euronet brings more than three decades of experience in ATM operations and outsourcing for financial institutions. Operating one of the world’s largest independent ATM networks, including a significant fleet of cash recycling ATMs, Euronet combines its global Ren transaction processing platform with an integrated Euronet Back Office (EBO) infrastructure.

These capabilities support ATM and recycler monitoring, service coordination and dispatch, cash management, transaction processing, reporting, and ongoing security and compliance enhancements.

Diebold Nixdorf brings decades of self-service banking experience, advanced cash recycling technology, banking software and a global field service organization.

Together, the companies aim to combine proven operating infrastructure with advanced technology and services to improve ATM economics, support operational reliability and expand the role of self-service channels in delivering financial services.

Octavio Marquez, President and Chief Executive Officer of Diebold Nixdorf, said:

“Banks are under increasing pressure to improve ATM network efficiency, but the opportunity goes beyond cost reduction. By combining Diebold Nixdorf’s cash recycling technology and global field services with Euronet’s operating and transaction capabilities, we can help banks lower costs while expanding the financial services available to their customers. This collaboration would build on our branch automation strategy and opens new opportunities for growth for our customers.”

Michael J. Brown, Chairman and Chief Executive Officer of Euronet Worldwide, said:

“ATM outsourcing has been at the heart of Euronet’s business for more than 30 years. Our global network, Ren processing platform and integrated ATM operations give us the scale and experience to run complex ATM estates efficiently and reliably.

Combined with Diebold Nixdorf’s cash recycling ATMs and global field services, we can help financial institutions simplify operations, improve efficiency and offer a broader range of transactions at the ATM. We see significant potential in this collaboration.”

Looking Ahead

In connection with the intent to form a collaboration, Euronet and Diebold Nixdorf have entered into a non-binding letter of intent. Any collaboration or partnership between Euronet and Diebold Nixdorf is subject to the negotiation and execution of definitive agreements. It is anticipated that Euronet and Diebold Nixdorf will develop integrated service offerings pursuant to any collaboration to take advantage of both companies’ existing infrastructure, technology and customer relationships, with solutions tailored to customer requirements.

About Diebold Nixdorf

Diebold Nixdorf, Incorporated (NYSE: DBD) automates, digitizes and transforms the way people bank and shop. As a leading global technology and services partner to many of the world’s top financial institutions and retailers, our integrated solutions connect digital and physical channels for consumers conveniently, securely and efficiently. The company has a presence in more than 100 countries with approximately 20,000 employees worldwide. Visit www.DieboldNixdorf.com for more information.

LinkedIn: www.linkedin.com/company/diebold 
X: https://x.com/DieboldNixdorf 
Facebook: www.facebook.com/DieboldNixdorf 
YouTube: www.youtube.com/dieboldnixdorf

About Euronet

Euronet (NASDAQ: EEFT) is a global payments infrastructure company and leader in payment processing and cross-border transactions, operating for more than 30 years and now serving clients in 200+ countries and territories. We support financial institutions, merchants and global brands with technology-driven solutions, while enabling businesses and consumers to send, receive and spend money seamlessly worldwide. By operating one of the world’s largest independent electronic payment networks spanning merchant acquiring, transaction processing and point-of-sale infrastructure, Euronet enables real-time, digital and cross-border movement of money at global scale. In 2025, Euronet processed more than 20 billion transactions across its network. Headquartered in Leawood, Kansas USA, Euronet operates from 74 offices worldwide. For more information, visit www.euronet.com.

Media and Investor Contacts

Diebold Nixdorf

Media:
Mike Jacobsen, APR
+1 330-490-4498
michael.jacobsen@dieboldnixdorf.com

Investors:
Maynard Um
investorrelations@dieboldnixdorf.com

Euronet

Stephanie Taylor
+1-913-327-4200
irelations@euronetworldwide.com 

Forward-Looking Statements

This press release may contain statements that are not historical information and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements include, but are not limited to, statements regarding a potential collaboration between Diebold Nixdorf and Euronet. Statements can generally be identified as forward looking because they include words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “will,” “estimates,” “potential,” “target,” “predict,” “project,” “seek,” and variations thereof or “could,” “should” or words of similar meaning. These forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements, including the risk that the parties may not finalize or enter into definitive agreements regarding a collaboration; the final terms of any definitive agreements for a collaboration, which could differ from those implied in the press release; and the parties ability to realize any or all of the anticipated benefits of the proposed collaboration. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

ST. PETERSBURG, Fla., Oct. 26, 2026 (GLOBE NEWSWIRE) — Superior Group of Companies, Inc. (NASDAQ: SGC) (the “Company”) today announced that it will release the results of its operations for the third quarter 2026 before the market open on Monday, November 9, 2026.  Michael Benstock, Chairman and Chief Executive Officer, and Mike Koempel, President and Chief Financial Officer, will host a teleconference at 8:00 am Eastern Time that day to discuss the Company’s results.

The live webcast and archived replay can be accessed in the investor relations section of the Company’s website at https://ir.superiorgroupofcompanies.com/presentations. Interested individuals may also join the teleconference by dialing 1-844-861-5505 for U.S. dialers and 1-412-317-6586 for international dialers. The Canadian toll-free number is 1-866-605-3852. Please ask to join the Superior Group of Companies call.

A telephone replay of the teleconference will be available through November 23, 2026. To access the replay, dial 1-855-669-9658 in the United States and Canada or 1-412-317-0088 from international locations. Please reference conference number 8522694 for replay access.

About Superior Group of Companies, Inc. (SGC):
Established in 1920, Superior Group of Companies is comprised of three attractive business segments each serving large, fragmented and growing addressable markets. Across Healthcare Apparel, Branded Products and Contact Centers, each segment enables businesses to create extraordinary brand engagement experiences for their customers and employees. SGC’s commitment to service, quality, advanced technology, and omnichannel commerce provides unparalleled competitive advantages. We are committed to enhancing shareholder value by continuing to pursue a combination of organic growth and strategic acquisitions. For more information, visit www.superiorgroupofcompanies.com.

Contact:
Investor Relations
Investors@superiorgroupofcompanies.com

Quantum X Labs initiates hardware experiments intended to integrate quantum processor characterization, circuit execution and decoding into a unified workflow, marking a key milestone in its development efforts toward real-time quantum error correction

TEL AVIV, Israel, Oct. 26, 2026 (GLOBE NEWSWIRE) — Gix Internet Ltd. (Nasdaq: GIXI; TASE: GIX) (“Gix” or the “Company”), a dual-listed technology company, today announced that Quantum X Labs Inc. (Nasdaq: QXL) (“Quantum X Labs” or “QXL”), in which Gix holds approximately 13% (2,818,585 shares), has announced the launch of its end-to-end Quantum Error Correction (QEC) program on the Arbel superconducting quantum processor at the Israeli Quantum Computing Center (IQCC), operated by Quantum Machines.

Quantum X Labs believes the program represents an important technological milestone in its efforts to develop an integrated quantum error correction architecture designed to improve the reliability and scalability of quantum computing systems.

Quantum X Labs has initiated its first hardware experiments on the Arbel processor, establishing the foundation for a unified workflow that connects quantum device characterization, circuit execution and error decoding. By bringing these capabilities together on actual quantum computing hardware, QXL aims to advance beyond isolated error correction components toward a comprehensive system capable of identifying, processing and correcting quantum errors within a coordinated operational framework.

Quantum error correction is widely regarded as one of the critical technological challenges facing the quantum computing industry. Quantum processors are inherently sensitive to environmental interference, imperfect operations and other sources of noise that can introduce errors during computations. Overcoming these limitations is essential to the development of reliable, fault-tolerant quantum computers capable of executing increasingly complex algorithms.

Quantum X Labs’ program is designed to address this challenge through an integrated architecture connecting three essential technological layers:

Quantum Device Characterization and Calibration: Analyzing processor behavior, identifying hardware-specific noise characteristics and generating information that can support improved quantum operations.

Quantum Control and Circuit Execution: Integrating characterization data into the execution and control workflow to support more effective operation of quantum circuits on physical hardware.

Noise-Aware Quantum Error Decoding: Applying QXL’s developing quantum error correction decoder to interpret error information and identify appropriate corrections, with the objective of ultimately supporting real-time operation.

The initial experiments on the Arbel superconducting processor establish the hardware foundation for this architecture, with the next phase focused on incorporating QXL’s noise-aware decoder directly into the operational workflow.

Quantum X Labs intends to develop its end-to-end quantum error correction workflow in collaboration with control-system and accelerated-computing partners, with the objective of connecting quantum hardware operations and classical computational processing into a coordinated system.

This approach is intended to address one of the fundamental requirements of fault-tolerant quantum computing: the ability to process error information rapidly enough to support quantum operations as they occur.

Quantum X Labs’ development roadmap calls for progressively integrating processor characterization, quantum control and accelerated decoding capabilities, ultimately targeting a closed-loop architecture in which error information generated by the quantum processor can be analyzed and translated into corrective actions with minimal latency.

Quantum X Labs believes that quantum error correction will play an increasingly important role as the industry transitions from experimental quantum processors toward larger, more reliable and commercially useful quantum computing systems.

Rather than developing decoding algorithms solely through theoretical models and simulations, Quantum X Labs’ approach emphasizes validation and integration with real quantum hardware, enabling its technologies to be evaluated against the operational characteristics and noise profiles of physical quantum processors.

The program also reflects Quantum X Labs’ broader strategy of developing technologies that can operate across different quantum computing architectures, combining quantum software, advanced algorithms, error correction and classical accelerated computing to support the emerging quantum computing ecosystem.

Quantum X Labs views the launch of experiments at IQCC as an important first hardware milestone in this development effort. The initial stage does not constitute a demonstration of real-time quantum error correction or fault-tolerant quantum computation, both of which remain objectives of subsequent development phases.

About Gix Internet Ltd.

Gix Internet Ltd. is a technology company that is listed on the Nasdaq Capital Market under the symbol GIXI and on the Tel Aviv Stock Exchange under the symbol GIX. Its operating focus is deliverz.ai, a wholly-owned company that develops an AI-powered management and orchestration layer for robots, people and autonomous systems, commercially proven today in hospital logistics. The platform combines management software with autonomous mobile robots and human couriers to schedule and assign internal deliveries in real time – by location, priority and availability – from a central operations system. It is built for last-mile movement inside complex, high-traffic facilities such as hospitals, is in commercial use at Sheba Medical Center, and is being introduced to U.S. healthcare organizations. Gix’s broader strategy is to extend the same management architecture to additional autonomous systems and complex physical operating environments. Gix also holds a strategic minority stake in Quantum X Labs Inc., a separately listed company. For more information, visit https://www.gix-internet.com/.

About Quantum X Labs Inc.

Quantum X Labs Inc. and its subsidiaries are focused on quantum technology, digital advertising and computing and enterprise artificial intelligence (AI) solutions. Quantum X Labs Ltd. is focused on developing and promoting quantum algorithms for the transportation, drug discovery and security segments as well as developing quantum- based GPS replacement and quantum atom accuracy solutions. Gix Media develops a variety of technological software solutions, which perform automation, optimization and monetization of internet campaigns, for the purposes of acquiring and routing internet user traffic to its customers. Metagramm is a developer of grammatical error correction software and offers tools for writing and reviewing, grammar, spelling, punctuation and style features, as well as translation and multilingual dictionaries, using artificial intelligence and machine learning technology.

For more information about Quantum X Labs, visit https://quantumxlabs.xyz/

About deliverz.ai

deliverz.ai is defining the future of healthcare logistics automation with an end-to-end, AI-powered orchestration platform that unifies autonomous robots, human transport teams, and hospital workflows into a single intelligent system. Robot-agnostic and built to scale, deliverz.ai automates and optimizes logistics across any workflow and within any environment, increasing throughput, reducing costs, and improving both patient and staff experience. Delivered through a flexible Software as a Service (SaaS) and Robotics as a Service (RaaS) model, deliverz.ai provides the intelligent logistics backbone for hospitals, making operations smarter, faster, and patient-centered. For more information, visit https://www.deliverz.ai

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws. Forward-looking statements contained in this press release include, but are not limited to, statements regarding Gix’s strategic and business plans, technology, relationships, objectives and expectations for its business, growth, the impact of trends on and interest in its business, intellectual property, products and its future results, operations and financial performance and condition and may be identified by the use of words such as “may,” “seek,” “will,” “consider,” “likely,” “assume,” “estimate,” “expect,” “anticipate,” “intend,” “believe,” “do not believe,” “aim,” “predict,” “plan,” “project,” “continue,” “potential,” “guidance,” “objective,” “outlook,” “trends,” “future,” “could,” “would,” “should,” “target,” “on track” or their negatives or variations, and similar terminology and words of similar import, generally involve future or forward-looking statements. For example, the Company is using forward-looking statements when it discusses QXL’s plans and objectives regarding the development and integration of its quantum error correction technologies, including its plans to incorporate its noise-aware decoder into an operational workflow; collaborate with control-system and accelerated-computing partners; integrate processor characterization, quantum control and accelerated decoding capabilities; develop a closed-loop architecture capable of analyzing error information and translating it into corrective actions with minimal latency; and ultimately support real-time quantum error correction and fault-tolerant quantum computation. There can be no assurance that these development efforts will be successfully completed, that the technologies will achieve the intended results or operate with the required speed or accuracy, or that they will be successfully validated, commercialized or adopted. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s registration statement on Form 20-F (File No. 001-43362), as amended, as filed with the SEC on June 18, 2026, and in subsequent filings with the SEC. For a description of risks affecting QXL, reference is made to QXL’s filings with the SEC. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Gix is not responsible for the content of third-party websites. IBM, IBM Quantum and the names of IBM quantum processors are trademarks of International Business Machines Corporation; IBM is not affiliated with, and has not endorsed, Gix, QXL or the results described in this press release.

Investor Relations Contact:
Michal Efraty
Investor Relations
michal@efraty.com

RadNet, Inc. Announces Agreement to Acquire ONRAD, Inc.

RadNet, Inc. Announces Agreement to Acquire ONRAD, Inc.
RadNet, Inc. Announces Agreement to Acquire ONRAD, Inc.
  • Adds a radiology professional services platform offering teleradiology and in-hospital staffing for hospitals and health systems
  • Enables RadNet to seamlessly combine radiology professional services, AI-powered technology solutions and outpatient imaging operations into an integrated offering, transforming radiology workflows and ultimately improving patient care
  • Uniquely positions RadNet with an expanded offering to address the full range of care settings where imaging is performed inside and outside of hospitals
  • Acquisition adds to RadNet a capital-light, high-margin management services platform supporting more than 225 hospital facilities across 26 states with more than 130 contracted radiologists
  • ONRAD is expected to add $190 million to $200 million of Revenue and $60 million to $65 million of Adjusted EBITDA(1) to RadNet in its first year of operation after closing
  • RadNet and ONRAD management will host a conference call and webcast to discuss the transaction in more detail on Tuesday, October 27 

LOS ANGELES, Oct. 26, 2026 (GLOBE NEWSWIRE) — RadNet, Inc. (NASDAQ: RDNT) (“RadNet” or the “Company”), a national leader in providing high-quality, cost-effective outpatient diagnostic imaging services and a global developer of digital health solutions, today announced that it has entered into a definitive agreement to acquire ONRAD, Inc. (ONRAD).  ONRAD, through its more than 130 contracted radiologists, is a provider of teleradiology and in-hospital professional radiology staffing services for hospitals, health systems and other diagnostic imaging sites of care.  The transaction is expected to close in early 2027 and is subject to customary regulatory review and closing conditions.  Upon closing, ONRAD shareholders will receive a cash payment of $350 million and 5 million shares of RadNet, Inc. common stock, subject to customary adjustments.  In addition, an earnout of up to $210 million in value will be payable upon achievement of target EBITDA for 2027.  The earnout is payable in cash, RadNet common stock, or a combination thereof, at RadNet’s election.

“This is the next step in building an imaging company with comprehensive solutions that brings technology, radiology professional services and imaging operations together to address some of healthcare’s most pressing challenges and needs,” said Dr. Howard Berger, President and CEO of RadNet.  “Connecting RadNet’s established AI-enabled digital health technology and imaging center operational expertise with ONRAD’s teleradiology and professional staffing solutions unites the capabilities needed to address the entire continuum of diagnostic imaging under one company.  The acquisition will enhance RadNet’s portfolio of solutions for hospitals and health systems, outpatient freestanding centers, urgent care facilities, freestanding emergency departments and physician offices.”

Dr. Berger continued, “I welcome ONRAD’s executive team, its contracted radiologists and all other ONRAD team members into the RadNet family.  This transaction is a significant additional step in leading our industry forward and demonstrating the impact that a transformation to workflow solutions in diagnostic imaging can have in advancing early detection, population health and improved patient outcomes.”

Through its contracted radiologists, ONRAD provides remote teleradiology final-read interpretations across many healthcare settings and in-hospital professional radiology staffing services, including interventional radiology, for hospitals and health systems.  Upon closing, ONRAD will become the foundation for RadNet’s third reportable operating segment, Radiology Professional Services.  With the addition of this third operating segment, RadNet becomes a comprehensive radiology services and solutions provider, addressing the imaging continuum across the full range of care settings, including hospitals, freestanding ambulatory outpatient centers, primary and specialty care physician offices and standalone urgent care and emergency department facilities.

Strategic Rationale

  • Connects three complementary businesses to provide comprehensive imaging solutions.  Combining RadNet outpatient imaging operations and DeepHealth AI-enabled digital health solutions with the ONRAD radiology professional services platform will bring together comprehensive expertise in the diagnostic imaging industry within one company.  Integrating these capabilities for customers and partners across all diagnostic imaging settings is expected to create efficiencies, improve patient care and lower costs in an unequaled approach.
  • Expands RadNet into hospital-based radiology.  Hospitals and health systems account for more than 50% of U.S. diagnostic imaging volume.(2)  ONRAD will provide RadNet with an established platform to support in-hospital and remote professional radiology interpretation services while also expanding the RadNet offerings to its existing joint venture partners.
  • Addresses growing market demand.  U.S. imaging demand growth is outpacing the supply of trained radiologists.  With ONRAD, RadNet will be positioned to further help address this gap by integrating AI-enabled technology with teleradiology and professional staffing services, creating opportunities to transform workflows, support case prioritization and better match interpretation capacity to demand.
  • Adds a fast-growing, high-margin capital-light business.  ONRAD has demonstrated consistent annual revenue growth between 10% and 20% over the last several years with Adjusted EBITDA(1) margins exceeding 30%.  RadNet believes ONRAD will require very little capital to maintain and grow organically.

“For 20 years, ONRAD has built long-standing relationships with hospitals and health systems delivering reliable, high-quality radiology coverage,” said Dave Engert, President and CEO of ONRAD.  “Joining RadNet not only gives us the scale, resources and technology to meet the growing needs of our current and prospective customers, but it also enables us to offer a unique imaging model that addresses the full continuum of care from outpatient imaging centers to the acute care environment.  The potential to further meet the ever-increasing demand for imaging services along with improving patient outcomes is what excites me most about our future together.”

Conference Call and Webcast
RadNet will host a conference call and webcast at 8:00 a.m. Eastern Time on Tuesday, October 27, 2026 to discuss the transaction in further detail.  To join by phone, dial 1-844-744-1280 for the U.S. and Canada and 1-412-564-6465 for international callers. A live webcast will be available at https://viavid.webcasts.com/starthere.jsp?ei=1780997&tp_key=417a069370.

Robert W. Baird & Co. is serving as exclusive financial advisor to ONRAD, which is a portfolio company of Housatonic Partners. 

About RadNet, Inc.
RadNet, Inc. is a leading national provider of freestanding, fixed-site diagnostic imaging services in the United States based on the number of locations and annual imaging revenue.  RadNet has a network of owned and/or operated outpatient imaging centers.  RadNet’s imaging center markets include Arizona, California, Delaware, Florida, Idaho, Indiana, Maryland, New Jersey, New York, Texas and Virginia.  In addition, RadNet provides radiology information technology and artificial intelligence solutions marketed under the DeepHealth brand, teleradiology professional services and other related products and services to customers in the diagnostic imaging industry globally.  Together with contracted radiologists, and inclusive of full-time and per diem employees and technologists, RadNet has over 12,000 team members.  Learn more at radnet.com.   

About ONRAD, Inc. 
ONRAD, Inc. is a leading radiology services company, delivering remote teleradiology final-read impressions and full-service radiology solutions for hospitals, radiology practices, outpatient clinics and imaging centers. Its spectrum of services includes reading remote and onsite diagnostic studies, interventional radiology, medical directorship, analytics, peer review, billing and quality oversight — all on the industry’s most advanced, integrated, AI-powered technology platform. ONRAD reads all modalities and has been Joint Commission accredited since its inception.  

Forward-Looking Statements 
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, 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, included in this press release that address activities, events or developments that RadNet expects, believes or anticipates will or may occur in the future are forward-looking statements. Terminology such as “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the transaction discussed herein, the expected timing and completion of such transaction, the anticipated benefits of such transaction, the potential earnout amount, the expected financial impact of the transaction on RadNet and other statements that are not historical facts. Forward-looking statements are based on current plans, estimates, expectations and assumptions as of the time they are made, are not guarantees of future performance and should not be relied on as predictions of future events, and there can be no assurance that such estimates, assumptions and expectations will prove to have been correct. These forward-looking statements involve risks and uncertainties, many of which are difficult to predict and are generally outside RadNet’s control, and other factors that could cause RadNet’s actual results or financial condition to differ materially from those expressed or implied by forward-looking statements, including (i) the risk that the conditions to the closing of the transaction, including required regulatory approvals, are not satisfied or waived on a timely basis or at all, and the risk that the transaction may not be completed on the anticipated terms, in the anticipated timeframe or at all, (ii) the occurrence of any event that could give rise to the termination of the definitive agreement for the transaction, (iii) the risks and costs associated with the transaction and integrating ONRAD and achieving the anticipated benefits of the transaction, (iv) potential disruption to the businesses of RadNet and ONRAD, including the ability to retain and hire key personnel and to maintain relationships with customers, suppliers and other business partners, as well as diversion of management’s time and attention from ordinary course business operations to completion of the transaction and integration matters, (v) potential litigation or regulatory action relating to the transaction, (vi) the effect of the transaction on RadNet’s indebtedness and leverage, credit ratings and liquidity, (vii) legislative, regulatory and economic developments, including in the healthcare industry, (viii) the effect of the announcement, pendency or completion of the transaction on the market price of RadNet’s common stock, and (ix) the other risks described under “Risk Factors” in RadNet’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. There may be additional risks, uncertainties and factors that we do not currently view as material or that are not necessarily known. Please read the Company’s filings with the SEC, which are available on the SEC’s website at https://www.sec.gov, for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements in this press release are qualified in their entirety by these cautionary statements. Except as required by law, RadNet undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise. 

No Offer or Solicitation 
This press release is for informational purposes only and shall not constitute or form part of, an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 

References 
(1)The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, each from continuing operations and adjusted for losses or gains on the sale of equipment, other income or loss, debt extinguishments and non-cash equity compensation.  Adjusted EBITDA includes equity earnings in unconsolidated operations and subtracts allocations of earnings to non-controlling interests in subsidiaries, and is adjusted for non-cash or extraordinary and one-time events taken place during the period.  
   
Adjusted EBITDA is a non-GAAP financial measure used as analytical indicator by RadNet management and the healthcare industry to assess business performance, and is a measure of leverage capacity and ability to service debt.  Adjusted EBITDA should not be considered a measure of financial performance under GAAP, and the items excluded from Adjusted EBITDA should not be considered in isolation or as alternatives to net income, cash flows generated by operating, investing or financing activities or other financial statement data presented in the consolidated financial statements as an indicator of financial performance or liquidity. As Adjusted EBITDA is not a measurement determined in accordance with GAAP and is therefore susceptible to varying methods of calculation, this metric, as presented, may not be comparable to other similarly titled measures of other companies.  

The Company’s guidance or target for ONRAD’s addition to Adjusted EBITDA is also a non-GAAP financial measure that excludes or otherwise has been adjusted for non-GAAP adjustment items from the Company’s GAAP financial statements. When the Company provides guidance or its target for ONRAD’s addition to Adjusted EBITDA, it does not provide a reconciliation of the GAAP measure as it is unable to predict with a reasonable degree of certainty the actual impact of the non-GAAP adjustment items. By their very nature, non-GAAP adjustment items are difficult to anticipate with precision because they are generally associated with unexpected and unplanned events that impact the Company and its financial results. Therefore, the Company is unable to provide a reconciliation of these measures without unreasonable efforts.  

(2)Based on a Signify analysis. 

  
RadNet Media Contacts  
Jane Mazur  
Senior Vice President, Corporate Communications  
+1 585-355-5978  
jane.mazur@radnet.com    
 
Mark Stolper 
Executive Vice President and Chief Financial Officer 
+1 310-445-2800

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/05e518ec-4d83-4fcc-a69f-3e80e67f4d30

The investment gives SunHydrogen shareholders an opportunity to participate in the growing market for centralized, industrial-scale clean hydrogen.

CORALVILLE, IA, Oct. 26, 2026 (GLOBE NEWSWIRE) — SunHydrogen, Inc. (OTCQB: HYSR), the developer of a breakthrough technology to produce renewable hydrogen using sunlight and water, today announced it has made a strategic investment in NewHydrogen, Inc. (OTCQB: NEWH), the developer of ThermoLoop®, a thermochemical technology that uses water and heat to produce industrial-scale clean hydrogen.

The Technologies Are Complementary

SunHydrogen and NewHydrogen both use water as the feedstock for hydrogen. SunHydrogen uses solar energy to split water into hydrogen and oxygen, while NewHydrogen uses thermal (heat) energy.

The two technologies address distinct segments of the hydrogen market. Large industrial users, such as refineries, ammonia plants and steel mills, need large volumes of hydrogen delivered continuously to a single site. Today, most hydrogen for large industrial users is produced at centralized plants from natural gas through steam methane reforming, a process that releases pollutive emissions. These users will continue to need hydrogen at massive scale, and decarbonizing them requires a clean way to produce it centrally. NewHydrogen is developing ThermoLoop® for the centralized market, producing hydrogen from high temperature heat such as heat from power plants and future small modular reactors.

Alternatively, many hydrogen users can benefit from production at or near the point of use, particularly where transportation costs, delivery logistics or limited infrastructure present challenges. SunHydrogen’s modular hydrogen panels use sunlight and water to produce renewable hydrogen on site while minimizing the hydrogen transportation costs and associated emissions. Potential applications include hydrogen fueling stations, warehouses and distribution centers operating fuel cell forklifts, backup power for data centers, agricultural operations and other industrial facilities far from hydrogen pipelines or the grid.

SunHydrogen and NewHydrogen’s technologies also share a common principle: efficiency. In conventional green hydrogen production, energy is first converted into electricity before an electrolyzer splits water into hydrogen and oxygen (electrolysis), losing energy at each step. SunHydrogen uses sunlight directly to split water. NewHydrogen uses heat to split water (thermochemical water splitting). Both aim to lower the cost of clean hydrogen by reducing those conversion losses.

Expanded Market Opportunity for SunHydrogen Shareholders

“While North America can currently rely on its abundant natural gas to produce hydrogen, many regions of the world, including much of Europe and Asia, depend on imported natural gas,” said SunHydrogen President and CEO Tim Young. “Those regions can uniquely benefit from using water, which is available almost everywhere, to produce clean hydrogen at industrial scale and at the point of use, and reduce their dependence on imported energy. This strategic investment expands SunHydrogen shareholders’ participation into the centralized side of that market, which complements our focus on distributed production.”

“It also establishes a working relationship between two companies pursuing the same goal by different routes,” Mr. Young continued. “With our 19.9% ownership position and the right to purchase additional shares, we intend to be a long-term shareholder of NewHydrogen. Both technologies are still in development and each must achieve key technical and commercial milestones, but both teams have made meaningful progress. We look forward to working with NewHydrogen as it advances ThermoLoop®.”

About SunHydrogen, Inc.

SunHydrogen is developing breakthrough technologies to produce renewable hydrogen in a market that Goldman Sachs estimates to be worth $1 trillion+ per year by 2050. Our patented SunHydrogen Panel technology, currently in development, uses sunlight and water to produce low-cost renewable hydrogen. Like solar panels that produce electricity, our SunHydrogen Panels will produce renewable hydrogen. Our vision is to become a major technology supplier in the new hydrogen economy. By developing, acquiring and partnering with other critical technologies, we intend to enable a future of emission-free hydrogen production for all industrial applications such as fertilizer and petroleum refining as well as fuel cell applications for mobility and data centers. To learn more about SunHydrogen, please visit our website at www.SunHydrogen.com.

About NewHydrogen, Inc.

NewHydrogen is developing ThermoLoop® – a breakthrough technology that uses water and heat to produce industrial-scale clean hydrogen. Hydrogen is important to modern life, and we can’t live without it. Hydrogen is the key ingredient in making fertilizers needed to grow food for the world. It is also used for transportation, refining oil and making steel, glass, pharmaceuticals and more. Nearly all the hydrogen today is made from hydrocarbons like coal, oil, and natural gas, which are dirty and limited resources. Water, on the other hand, is an abundant and renewable worldwide resource. Currently, the most common method of making clean hydrogen is to split water into oxygen and hydrogen with an electrolyzer, a very expensive process. By using heat directly, we can dramatically reduce the use of expensive electricity, and a massive source of inexpensive heat can be obtained from current and future power plants, especially small modular nuclear reactors. Working with a world class research team at UC Santa Barbara, our goal is to help usher in the clean hydrogen economy of the future. To learn more about NewHydrogen, please visit www.newhydrogen.com.

Safe Harbor Statement

Matters discussed in this press release may contain forward-looking statements. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. Forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties and other factors, known and unknown, including the risk factors described from time to time in the Company’s reports filed with the Securities and Exchange Commission. Forward-looking statements contained herein are applicable only as of the date on which they are made, and the Company does not assume any obligation to update any forward-looking statements, except as may be required under applicable law.

Press Contact: info@sunhydrogen.com

CALGARY, Alberta, Oct. 26, 2026 (GLOBE NEWSWIRE) —

PrairieSky Royalty Ltd. (“PrairieSky” or the “Company”) (TSX: PSK) is pleased to announce its third quarter operating and financial results for the three and nine months ended September 30, 2026.

Third Quarter Highlights

  • Liquids royalty production increased 6% over Q3 2025(1) with average oil royalty production of 14,739 barrels per day up 4% and average NGL royalty production of 2,647 up 20%. Total average royalty production increased 1,249 BOE per day over Q3 2025 to 26,936 BOE per day.
  • Royalty production revenue of $153.4 million combined with other revenue of $11.6 million to generate total revenues of $165.0 million for Q3 2026(1). Other revenue included bonus consideration of $7.9 million earned on entering into 49 new leasing arrangements.
  • Funds from operations totaled $127.9 million ($0.55 per share), an increase of 42% over Q3 2025, driven by increased liquids royalty production and strong US-denominated WTI benchmark pricing.
  • Declared a third quarter dividend of $61.6 million ($0.265 per share), representing a dividend payout ratio of 48%.
  • Completed incremental royalty interest acquisitions for $1.0 million targeting Mannville heavy oil.
  • Net debt decreased 34% or $63.6 million in the quarter and totaled $123.0 million at September 30, 2026.

Dividend Declaration

  • The Board of Directors has approved the Company’s fourth quarter 2026 dividend of $0.265 per share which is expected to be paid on January 15, 2027 to shareholders of record on December 31, 2026.
 


President’s Message

PrairieSky’s quarterly funds from operations totaled $127.9 million, 42% higher than Q3 2025, driven by liquids royalty production growth and strong US-denominated WTI benchmark pricing which averaged $85.79 per barrel. Oil royalty production averaged 14,739 barrels per day, a 4% increase over Q3 2025, and generated $135.8 million in oil royalty production revenue. The Clearwater, Mannville Stack(2) and West Shale Duvernay(2) drove royalty production growth in the quarter and continue to be amongst the most active plays for third-party operators on our royalty properties. Average NGL royalty production of 2,647 barrels per day increased 20% over Q3 2025 and average natural gas royalty production of 57.3 MMcf per day increased 2% over Q3 2025. Continued strength in NGL royalty production volumes was a result of Montney and Duvernay activity. Total royalty production averaged 26,936 BOE per day, an increase of 1,249 BOE per day over Q3 2025, and generated total royalty production revenue of $153.4 million.

Clearwater heavy oil royalty production averaged over 3,200 barrels per day in the quarter, an increase of 25% over Q3 2025. With elevated levels of third-party activity and an estimated 60% of production supported by waterflood operations mitigating declines in the play, we anticipate continued growth in royalty production into 2027. Activity in the Mannville Stack play included a record 25 well spuds in the quarter, with heavy oil royalty production averaging more than 1,150 barrels per day, up 41% over Q3 2025. YTD 2026(1), multilateral drilling on our royalty lands continues to be strong with an estimated 208 spuds as compared to 205 spuds in YTD 2025(1). YTD 2026 Duvernay royalty production has increased 37% over YTD 2025 to average approximately 1,500 BOE per day as new well pads came on production. Oil royalty production volumes were also positively impacted with the ramp-up of thermal oil volumes in the quarter.

Leasing activity remained elevated in the quarter as third-party operators continue to add acreage to their drilling inventories. PrairieSky entered into 49 new leasing arrangements with 41 separate counterparties in the quarter earning bonus consideration of $7.9 million and bringing YTD 2026 bonus consideration to $26.6 million. Third-party operators spud 230 wells on PrairieSky royalty properties in Q3 2026 with an average royalty rate of 6.5% (Q3 2025 – 5.1%). Drilling activity spanned across PrairieSky’s core growth plays and extended across light oil plays and liquids-rich natural gas plays. There were 30 Duvernay wells spud in the quarter bringing YTD 2026 spuds to 81 wells as compared to 46 in YTD 2025. A number of these wells are expected to be completed post year-end 2026, positioning PrairieSky for continued royalty production growth into 2027.

PrairieSky generated funds from operations of $127.9 million ($0.55 per share) in Q3 2026. PrairieSky declared a dividend of $0.265 per share or $61.6 million, representing a payout ratio of 48%, during Q3 2026 and completed complementary acquisitions totaling $1.0 million for incremental royalty interests targeting heavy oil. Funds from operations after payment of the dividend and acquisitions were directed toward reducing net debt. Net debt has decreased by $153.5 million or 56% during YTD 2026 and totaled $123.0 million at September 30, 2026.

We were pleased with the level of third-party leasing and drilling activity on our royalty properties during the quarter and anticipate this momentum to continue throughout the remainder of the year and into 2027. I would like to thank our shareholders for their support and our staff for their continued efforts.

Andrew Phillips, President & CEO

ACTIVITY ON PRAIRIESKY’S ROYALTY PROPERTIES

Third-party operators spud 230 wells on PrairieSky’s royalty acreage at an average royalty rate of 6.5%, as compared to 201 wells spud in Q3 2025 at an average royalty rate of 5.1%. Spuds were comprised of 116 wells on gross overriding royalty acreage, 99 wells on fee lands and 15 unit wells. There were a total of 201 oil wells (87% of wells) spud during the quarter which included 58 Mannville light and heavy oil wells, 46 Viking wells, 24 Clearwater wells, 22 Duvernay wells, 17 Mississippian wells, 5 Montney wells and 29 additional oil wells across Alberta and Saskatchewan. There were 29 natural gas wells spud in the quarter, including 13 Mannville wells, 8 Duvernay wells, 6 Montney wells and two additional wells.

NOTES AND REFERENCES

(1) In this press release, the financial reporting periods are referred to as follows: “Q3 2026”, “the quarter” or “the third quarter” refers to the three months ended September 30, 2026; “Q3 2025” refers to the three months ended September 30, 2025. “YTD 2026” refers to the nine months ended September 30, 2026; “YTD 2025” refers to the nine months ended September 30, 2025.
   
(2) For further details on the “West Shale Duvernay” and “Mannville Stack”, we refer you to PrairieSky’s management’s discussion and analysis (“MD&A”) for the three and nine months ended September 30, 2026 and 2025 contained on PrairieSky’s website at www.prairiesky.com.

Unless otherwise indicated or the context otherwise requires, terms used in this press release but not defined above are as defined in the Company’s Annual Information Form for the year ended December 31, 2025 which is available on SEDAR+ at www.sedarplus.ca and PrairieSky’s website at www.prairiesky.com.

FINANCIAL AND OPERATIONAL INFORMATION

The following table summarizes select operational and financial information of the Company for the periods noted. All dollar amounts are stated in Canadian dollars unless otherwise noted.

PrairieSky’s full MD&A and unaudited interim condensed consolidated financial statements and notes thereto for the three and nine months ended September 30, 2026 and 2025 are available on SEDAR+ at www.sedarplus.ca and PrairieSky’s website at www.prairiesky.com.

    Three months ended Nine months ended
    September 30 June 30 September 30 September 30 September 30
($ millions, except $ per share or as otherwise noted)   2026 2026 2025 2026 2025
FINANCIAL                    
Royalty production revenue     153.4       167.1       107.7       439.0       338.8  
Other revenue     11.6       10.9       7.1       37.8       27.7  
Revenues     165.0       178.0       114.8       476.8       366.5  
                     
Funds from operations     127.9       133.1       90.0       355.9       272.5  
Per share – basic and diluted(1)     0.55       0.57       0.38       1.53       1.15  
                     
Net earnings     84.5       95.4       45.9       235.7       160.6  
Per share – basic and diluted(1)     0.36       0.41       0.20       1.01       0.68  
                     
Dividends declared(2)     61.6       61.6       60.5       184.8       182.9  
Per share     0.265       0.265       0.260       0.795       0.780  
                     
Dividend payout ratio(3)   48%     46%     67%     52%     67%  
                     
Acquisitions – including non-cash consideration     1.0       1.8       9.9       7.0       80.0  
Net debt(4)     123.0       186.6       281.7       123.0       281.7  
Common share repurchases, inclusive of all costs     –       –       67.9       8.5       161.7  
                     
Shares outstanding (millions)                    
Shares outstanding at period end     232.4       232.4       232.7       232.4       232.7  
Weighted average – basic and diluted     232.4       232.4       234.5       232.5       236.1  
                     
OPERATIONAL                    
Royalty production volumes                    
Crude oil (bbls/d)     14,739       14,740       14,127       14,408       14,004  
NGL (bbls/d)     2,647       2,706       2,210       2,677       2,358  
Natural gas (MMcf/d)     57.3       60.2       56.1       58.9       56.8  
Royalty Production (BOE/d)(5)     26,936       27,479       25,687       26,902       25,829  
                     
Realized pricing                    
Crude oil ($/bbl)     100.15       109.87       75.30       96.97       77.07  
NGL ($/bbl)     46.79       55.30       36.29       48.98       38.91  
Natural gas ($/Mcf)     1.18       1.13       0.48       1.36       1.24  
Total ($/BOE)(5)     61.90       66.82       45.57       59.77       48.05  
                     
Operating netback per BOE ($)(6)     58.47       62.54       42.18       54.74       42.69  
Funds from operations per BOE ($)     51.61       53.23       38.08       48.46       38.65  
                     
Oil price benchmarks                    
West Texas Intermediate (WTI) (US$/bbl)     85.79       92.80       64.93       83.50       66.70  
Edmonton light sweet ($/bbl)     119.12       132.20       86.39       114.78       88.65  
Western Canadian Select (WCS) crude oil differential to WTI (US$/bbl)     (13.89 )     (14.66 )     (10.39 )     (14.24 )     (11.11 )
                     
Natural gas price benchmarks                    
AECO Monthly Index ($/Mcf)     1.54       1.51       1.00       1.85       1.70  
AECO Daily Index ($/Mcf)     1.57       1.63       0.63       1.74       1.50  
                     
Foreign exchange rate (US$/CAD$)     0.7149       0.7200       0.7260       0.7222       0.7149  

(1) Funds from operations and net earnings per share are calculated using the weighted average number of basic and diluted common shares outstanding.
(2) A dividend of $0.265 per share was declared on July 13, 2026. The dividend was paid on October 15, 2026 to shareholders of record as at September 29, 2026.
(3) Dividend payout ratio is defined under the “Non-GAAP Measures and Ratios” section of this press release.
(4) See Note 12 “Capital Management” in the interim condensed consolidated financial statements for the three and nine months ended September 30, 2026 and 2025.
(5) See “Conversions of Natural Gas to BOE”.
(6) Operating netback per BOE is defined under the “Non-GAAP Measures and Ratios” section of this press release.


CONFERENCE CALL DETAILS

A conference call to discuss the results will be held for the investment community on Tuesday, October 27, 2026, beginning at 6:30 a.m. MT (8:30 a.m. ET). To participate in the conference call, you are asked to register at one of the links provided below. Details regarding the call will be provided to you upon registration.

Live call participant registration        
URL: https://register-conf.media-server.com/register/BI64c01f03bdad40ac8b1352a2c77295cf 

Live webcast participant registration (listen in only)
URL: https://edge.media-server.com/mmc/p/42cqpzch

FORWARD-LOOKING STATEMENTS

This press release includes certain forward-looking information and forward-looking statements within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”) which may include, but are not limited to, statements in the message from the Company’s President as well as statements regarding PrairieSky’s future plans, current expectations and views of future operations and contains forward-looking statements that the Company believes allow readers to better understand the Company’s business and prospects. All statements other than statements of historical fact may be forward-looking statements. The use of any of the words “expect”, “expected to”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “could”, “likely”, “believe”, “plans”, “intends”, “strategy”, “position”, “potential” and similar expressions (including negative variations) are intended to identify forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements and/or our expectations regarding PrairieSky’s business, growth strategy and trajectory; our expectation that the Clearwater, Mannville Stack and West Shale Duvernay will continue to be amongst the most active plays for third-party operators on our royalty properties; our expectation for continued growth in Clearwater royalty production into 2027; our expectation that waterflood operations will mitigate production declines; statements regarding growth rates in the Clearwater, Duvernay and Mannville Stack plays and expectations of any future performance; the anticipated timing of Duvernay completions and continued royalty production growth in 2027; expectations for continued active third-party drilling and leasing activity on PrairieSky’s royalty lands for the remainder of the year and into 2027; and the expected timing and payment of the fourth quarter 2026 dividend. No assurance can be given that these plans, expectations and/or views will prove to be correct, and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release.

With respect to forward-looking statements contained in this press release, PrairieSky has made several assumptions including but not limited to assumptions regarding commodity prices, exchange rates, royalty production volumes, third-party operators’ licensing, drilling and completion plans and related capital allocation decisions, waterflood activities, effective waterflood response and continued operation of waterflood projects, the timing and performance of Duvernay completions, the timing and ramp-up of thermal heavy oil volumes, continued development activity on and continued allocation of third-party operator capital to PrairieSky’s royalty lands, leasing activity levels, dividend approval and payment processes, as well as the assumptions described in detail in PrairieSky’s MD&A and Annual Information Form for the year ended December 31, 2025. Further, certain information contained in this press release relating to expected or anticipated activity, operations, development plans, well licensing, drilling, completions and production by third-party operators on PrairieSky’s royalty acreage is derived from publicly available sources and other third-party information. PrairieSky has not independently verified the accuracy or completeness of such information. This information informs certain assumptions underlying the forward-looking statements contained in this press release, including assumptions regarding anticipated third-party activity, timing of well completions and expected production from PrairieSky’s royalty acreage. Readers and investors are cautioned that the assumptions used in the preparation of such forward-looking statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. PrairieSky’s actual results, performance, or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. PrairieSky can give no assurance that any of the events anticipated will transpire or occur, or if any of them do, what benefits the Company will derive from them. Statements relating to “reserves” are also deemed to be forward-looking as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in quantities predicted or estimated and that the reserves can be profitably produced in the future.

By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond PrairieSky’s control, including but not limited to the impact of general economic, market or business conditions including inflation, industry conditions, volatility of commodity prices, lack of, or access, to sufficient pipeline capacity, currency fluctuations, interest rates, imprecision of reserve estimates, competitive factors impacting royalty rates, environmental risks, taxation, regulation, changes in tax or other legislation, policy and legal risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility, political and geopolitical instability and global conflicts, including ongoing Middle East geopolitical tensions and specifically the ongoing conflict involving the United States and Iran, the risks and impacts of the United States not renewing the United States-Mexico-Canada Agreement, including the triggering of an annual review process by the United States, and actual and potential tariffs imposed between Canada and the United States (and other countries) or other restrictive trade measures, retaliatory or countermeasures implemented by such governments affecting trade between Canada and the United States (and other countries), including the potential introduction of regulatory barriers to trade and the effect on the demand and/or market price for commodities, inaccurate expectations for industry licensing, drilling, and completion activity levels on PrairieSky’s royalty lands, delays in or changes to third-party operators’ drilling activity and development plans, the timing and performance of Duvernay completions, risks that expected production growth or volumes, including waterflood recovery performance, may not materialize, risks relating to dividend declarations and payments, breaches of the Company’s information and technology systems and cyber-security risks, and the Company’s ability to access sufficient capital from internal and external sources. In addition, PrairieSky is subject to numerous risks and uncertainties in relation to acquisitions. These risks and uncertainties include risks relating to the potential for disputes to arise with counterparties, and limited ability to recover indemnification under certain agreements. The foregoing and other risks, uncertainties and assumptions are described in more detail in PrairieSky’s MD&A and Annual Information Form for the year ended December 31, 2025 under the headings “Risk Management” and “Risk Factors”, respectively, each of which is available on SEDAR+ at www.sedarplus.ca and PrairieSky’s website at www.prairiesky.com.

Further, any forward-looking statement is made only as of the date of this press release, and PrairieSky disclaims any intention or obligation to update or revise any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by applicable securities laws. New factors emerge from time to time, and it is not possible for PrairieSky to predict all of these factors or to assess, in advance, the impact of each such factor on PrairieSky’s 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. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

CONVERSIONS OF NATURAL GAS TO BOE

To provide a single unit of production for analytical purposes, natural gas production and reserves volumes are converted mathematically to equivalent barrels of oil (BOE). PrairieSky uses the industry-accepted standard conversion of six thousand cubic feet of natural gas to one barrel of oil (6 Mcf = 1 bbl). The 6:1 BOE ratio is based on an energy equivalency conversion method primarily applicable at the burner tip. It does not represent a value equivalency at the wellhead and is not based on either energy content or current prices. While the BOE ratio is useful for comparative measures and observing trends, it does not accurately reflect individual product values and might be misleading, particularly if used in isolation. As well, given that the value ratio, based on the current price of crude oil to natural gas, is significantly different from the 6:1 energy equivalency ratio, using a 6:1 conversion ratio may be misleading as an indication of value.

NON-GAAP MEASURES AND RATIOS

Certain measures and ratios in this press release do not have any standardized meaning as prescribed by IFRS Accounting Standards and, therefore, are considered non-GAAP measures and ratios. Accordingly, these measures and ratios may not be comparable to similar measures and ratios presented by other issuers. These measures and ratios are commonly used in the oil and natural gas industry and by PrairieSky to provide potential investors with additional information regarding the Company’s liquidity and its ability to generate funds to conduct its business, and readers and investors are cautioned that such non-GAAP information should not be considered in isolation nor as an alternative to financial information determined in accordance with GAAP and may not be appropriate for any other purpose. Non-GAAP measures and ratios include operating netback per BOE and dividend payout ratio. Management’s use of these measures and ratios is discussed further below. Further information can be found in the Non-GAAP Measures and Ratios section of PrairieSky’s MD&A.

“Operating netback per BOE” represents the cash margin for products sold on a BOE basis. Operating netback per BOE is calculated by dividing the operating netback (royalty production revenue less production and mineral taxes and cash administrative expenses, as defined in PrairieSky’s MD&A) by the average daily production volumes for the period. Operating netback per BOE is used to assess the cash generating and operating performance per unit of product sold and the comparability of the underlying performance between years. Operating netback per BOE measures are commonly used in the oil and natural gas industry to assess performance comparability. Refer to the Operating Results table starting on page 7 of PrairieSky’s MD&A.

    Three months ended Nine months ended
    September 30 June 30 September 30 September 30 September 30
($ millions)   2026 2026 2025 2026 2025
Cash from operating activities       147.2         124.1         92.4         350.5         273.4    
Other revenue       (11.6 )       (10.9 )       (7.1 )       (37.8 )       (27.7 )  
Other revenue – non-cash       –         0.1         –         0.1         –    
Amortization of debt issuance costs       (0.1 )       (0.2 )       (0.2 )       (0.5 )       (0.4 )  
Finance expense       2.0         3.0         3.5         8.1         9.4    
Current tax expense       26.7         31.4         13.5         76.4         47.3    
Interest on lease obligation       –         (0.1 )       –         (0.1 )       (0.1 )  
Net change in non-cash working capital       (19.3 )       9.0         (2.4 )       5.4         (0.9 )  
Operating netback       144.9         156.4         99.7         402.1         301.0    

“Dividend payout ratio” is calculated as dividends declared as a percentage of funds from operations. The dividend payout ratio is used by dividend paying companies to assess dividend levels in relation to the funds generated from operations and used in operating activities.

    Three months ended Nine months ended
    September 30 June 30 September 30 September 30 September 30
($ millions, except otherwise noted)   2026 2026 2025 2026 2025
Funds from operations       127.9           133.1           90.0           355.9           272.5      
Dividends declared       61.6           61.6           60.5           184.8           182.9      
Dividend payout ratio     48%         46%         67%         52%         67%      


ABOUT PRAIRIESKY ROYALTY LTD.

PrairieSky is a royalty company, generating royalty production revenues as oil and natural gas are produced from its properties. PrairieSky has a diverse portfolio of properties that have a long history of generating funds from operations and that represent the largest and most consolidated independently-owned fee mineral title position in Canada. PrairieSky’s common shares trade on the Toronto Stock Exchange under the symbol PSK.

FOR FURTHER INFORMATION PLEASE CONTACT:

Andrew M. Phillips
President & Chief Executive Officer
PrairieSky Royalty Ltd.
(587) 293-4005
 
Michael T. Murphy
Vice-President, Geosciences & Capital Markets
PrairieSky Royalty Ltd.
(587) 293-4056
 
Investor Relations
(587) 293-4000
www.prairiesky.com
Pamela P. Kazeil
Senior Vice-President, Finance & Chief Financial
Officer
PrairieSky Royalty Ltd.
(587) 293-4089

PDF available: http://ml.globenewswire.com/Resource/Download/7ed0668e-c74c-4729-beb1-b4028b7f66c0 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

COMMUNICATION PUBLISHED BY IVECO GROUP N.V. UPON REQUEST, IN THE NAME AND ON BEHALF OF TML CV HOLDINGS B.V.

VOLUNTARY TOTALITARIAN TENDER OFFER FOR ALL OF THE COMMON SHARES OF IVECO GROUP N.V.

* * *

PRESS RELEASE

pursuant to Article 36 of the Resolution no. 11971 of 14 May 1999, as further amended and supplemented (the “Issuers’ Regulation”)

END OF THE ACCEPTANCE PERIOD

PROVISIONAL RESULTS OF THE OFFER: OFFEROR REACHED A SHAREHOLDING OF 89.42% OF THE ISSUER’S COMMON SHARE CAPITAL, NET OF TREASURY SHARES

FULFILMENT OF THE THRESHOLD CONDITION

REOPENING OF THE TERMS OF THE ACCEPTANCE PERIOD

* * * * *

Amsterdam, the Netherlands, 26 October 2026 – With reference to the voluntary totalitarian tender offer (the “Offer“) promoted by TML CV Holdings Pte. Ltd. (“TML CV HS“), through its wholly-owned company TML CV Holdings B.V. (the “Offeror“), pursuant to Articles 102 et seq. of the Italian Legislative Decree no. 58 of 24 February 1998, as further amended and supplemented (the “CFA“), on all the common shares (the “Common Shares“) of Iveco Group N.V. (“IVG” or the “Issuer“), whose acceptance period, which commenced on 7 September 2026, closed on the date hereof, the Offeror hereby announces the following.

Capitalised terms used in this press release, unless otherwise defined, shall have the meanings ascribed to them in the offer document relating to the Offer, approved by CONSOB by resolution No. 24119 of 3 September 2026 and published on 4 September 2026 (the “Offer Document“), as well as in the Amendment Notice (as defined below), both available, inter alia, on the Issuer’s website (www.ivecogroup.com) and on the Offeror’s website (www.tatamotors.com).

It is recalled that the Offer was amended, pursuant to Articles 36 and 43 of the Issuers’ Regulation, on 9 October 2026 by means of an increase of the Price through the recognition of an additional cash component equal to EUR 0.30 for each Common Share tendered to the Offer, as announced to the market by means of a press release published on the same date (the “Amendment Notice“).

1.   Provisional results of the Offer

Based on the provisional results communicated by BNP Paribas, Italian Branch, acting as Intermediary Responsible for Coordinating the Collection of the Acceptances, as of the date hereof, No. 238,157,212 Common Shares have been tendered in acceptance to the Offer, representing approximately 87.81% of the Issuer’s common share capital and of the Offer Shares (i.e., No. 271,215,400), for an aggregate countervalue (calculated on the basis of the Price, as amended by the Amendment Notice) equal to EUR 3,429,463,852.80.

In light of the above, should the provisional results of the Offer be confirmed, taking into account (i) the No. 238,157,212 Common Shares tendered to the Offer during the Acceptance Period (equal to approximately 87.81% of the Issuer’s common share capital), (ii) the No. 4,868,597 Treasury Shares (equal to approximately 1.80% of the Issuer’s common share capital), and (iii) that in the period between the Date of the Offer Document (i.e., 4 September 2026) and the date hereof, the Offeror has not purchased Common Shares outside the Offer, the Offeror will hold No. 238,157,212 Common Shares, equal to approximately 89.42% of the Issuer’s common share capital, net of Treasury Shares.

The final results of the Offer will be announced in a separate press release pursuant to Article 41, paragraph 6, of the Issuers’ Regulation, which will be issued by the Offeror by 7:29 a.m. (CET) on the Trading Day prior to the Payment Date (i.e., by 7:29 a.m. (CET) on 29 October 2026) (the “Press Release on Final Offer Results“).

2.   Price and Payment Date

The Price for each Common Share tendered in acceptance of the Offer consists of the initial Price indicated in the Offer Document equal to EUR 14.10 (cum dividend), increased by the Additional Price of EUR 0.30 (cum dividend), and therefore is equal to an aggregate amount of EUR 14.40 (cum dividend) per Common Share (the “Price“).

Without prejudice to the Conditions to the Offer, the payment of the Price with respect to the Common Shares tendered to the Offer during the Acceptance Period – against the simultaneous transfer to the Offeror of the ownership of the Common Shares tendered to the Offer – will take place on 30 October 2026.

3.   Threshold Condition and other Conditions to the Offer

As indicated in the Offer Document, the effectiveness of the Offer is subject, inter alia, to the condition that the acceptances of the Offer – together with (i) any Common Shares directly or indirectly held by the Offeror and any of its Affiliates, (ii) any Common Shares committed to the Offeror or any of its Affiliates in writing, and (iii) any Common Shares to which the Offeror or any of its Affiliates is entitled (i.e., shares sold but not yet transferred) – represent at least an aggregate shareholding of 95% of the issued and outstanding share capital of the Issuer represented by Common Shares (geplaatst en uitstaand gewoon aandelenkapitaal) on a fully diluted basis (in any case not taking into account the Treasury Shares). Such percentage has been automatically adjusted to 80% of the Issuer’s issued and outstanding share capital represented by Common Shares (geplaatst en uitstaand gewoon aandelenkapitaal) calculated on a fully diluted basis (in any case not taking into account the Treasury Shares) since the Back-End Resolution was adopted by the EGM on 16 October 2026 and remains in full force and effect (the “Threshold Condition“).

Based on the provisional results of the Offer (if confirmed), taking into account the acceptances of the Offer recorded as of the date hereof, the Threshold Condition has been satisfied.

With regard to the remaining Conditions to the Offer, as indicated in the Offer Document, the Offeror will announce the fulfilment or non-fulfilment of these Conditions to the Offer and, if they have not been fulfilled, any decision to waive them, by 7:29 a.m. (CET) on the Trading Day prior to the Payment Date (i.e., by 7:29 a.m. (CET) on 29 October 2026), in the Press Release on Final Offer Results.

4.   Reopening of the Terms

Should the provisional results be confirmed, and without prejudice to the remaining Conditions to the Offer, pursuant to Article 40-bis, paragraph 1, letter a), of the Issuers’ Regulation, the Acceptance Period will be reopened for 5 Trading Days starting from the Trading Day following the Payment Date, and, therefore, for the sessions on 2, 3, 4, 5 and 6 November 2026 (included), from 8:30 a.m. (CET) to 5:30 p.m. (CET) (the “Reopening of the Terms“).

As a result, shareholders of the Issuer who did not accept the Offer during the Acceptance Period may do so during the Reopening of the Terms.

Payment of the Price for each Common Share tendered to the Offer during the Reopening of the Terms will take place – against the simultaneous transfer to the Offeror of the ownership of the Common Shares tendered to the Offer during the Reopening of the Terms – on the Payment Date upon Completion of the Reopening of the Terms (i.e., on 13 November 2026).

* * * * *

For further information regarding the Offer, please refer to the Offer Document and the Amendment Notice, both available to the public at:

  • the registered office of the Offeror at Basisweg 10, 1043AP Amsterdam, The Netherlands;
  • the registered office of the Issuer at Via Puglia 35, 10156 Turin, Italy;
  • the registered office of BNP Paribas, Italian Branch, as intermediary responsible for coordinating the collection of the acceptances, at Piazza Lina Bo Bardi 3, 20124 Milan, Italy;
  • the website of Tata Motors at https://cv.tatamotors.com/;
  • the website of the Issuer at https://www.ivecogroup.com/; and
  • the website of Georgeson S.r.l., as global information agent, at www.georgeson.com/it.

* * *

The voluntary totalitarian tender offer referred to in this press release (the “Offer“) is promoted by TML CV Holdings Pte. Ltd. (“TML CV HS“), through TML CV Holdings B.V., a company wholly-owned by TML CV HS (the “Offeror“) on all issued common shares (the “Common Shares“) of Iveco Group N.V. (“IVG” or the “Issuer“). This press release does not constitute either a purchase offer or a solicitation to sell the Common Shares of IVG.

The Offeror has published an offer document (the “Offer Document“), which IVG’s shareholders must carefully review. The Offer is addressed, on equal conditions, to all the holders of the Common Shares and will be launched in Italy and extended to the United States of America in compliance with Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934 (the “U.S. Securities Exchange Act“), subject to the applicable exemptions set forth in Rule 14d-1(d) of the U.S. Securities Exchange Act. Except as indicated below, the Offer is subject to disclosure obligations and procedural requirements provided for by Italian law. US IVG shareholders should be aware that such requirements may differ materially from those applicable under US domestic tender offer law and practice.

In accordance with the laws of, and practice in, Italy and to the extent permitted by applicable law, including Rule 14e-5 under the U.S. Exchange Act, the Offeror, the Offeror’s affiliates or any nominees or brokers of the foregoing (acting as agents, or in a similar capacity, for IVG or any of its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase, or arrange to purchase, outside of the United States of America, Common Shares in IVG or any securities that are convertible into, exchangeable for or exercisable for such Common Shares in IVG before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Italy, such information will be disclosed by means of a press release or other means reasonably calculated to inform US shareholders of IVG of such information. In addition, subject to the applicable laws of Italy and US securities laws, including Rule 14e-5 under the U.S. Exchange Act, the financial advisers to the Offeror or their respective affiliates may also engage in ordinary course trading activities in securities of IVG, which may include purchases or arrangements to purchase such securities.

In order to comply with the rules and exemptions provided by US law, an Offer Document translated into English is being made available to the holders of the Common Shares resident in the United States of America. The English version of the Offer Document is merely a courtesy translation and the Italian version of the Offer Document will be the only document submitted to Consob for its approval.

It may not be possible for US shareholders to effect service of process within the United States of America upon IVG, the Offeror or any of their respective affiliates, or their respective officers or directors, some or all of which may reside outside the United States of America, or to enforce against any of them judgments of the United States of America courts predicated upon the civil liability provisions of the federal securities laws of the United States of America or other US law. It may not be possible to bring an action against IVG, the Offeror and/or their respective officers or directors (as applicable) in a non-US court for violations of US laws. Further, it may not be possible to compel the Offeror or IVG or their respective affiliates, as applicable, to subject themselves to the judgment of a US court. In addition, it may be difficult to enforce outside the United States of America original actions, or actions for the enforcement of judgments of US courts, based on the civil liability provisions of the US federal securities laws.

The Offer, if completed, may have consequences under US federal income tax and under applicable U.S. state and local, as well as non-U.S., tax laws. Each shareholder of IVG is urged to consult its independent professional adviser immediately regarding the tax consequences of the Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN ANY STATE OF THE U.S. HAS APPROVED OR DECLINED TO APPROVE THE OFFER OR THIS ANNOUNCEMENT, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR PROVIDED AN OPINION AS TO THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OFFER DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

The Offer has not been and will not be launched or promoted by the Offeror in Canada, Japan, Australia or in any other country other than Italy and the United States of America in which such Offer is not permitted in absence of the authorisation of the competent authorities or other obligations from the Offeror (such countries, including Canada, Japan and Australia, jointly, the “Other Countries“), nor by using instruments of communication or national or international commerce of the Other Countries (including but not limited to the postal network, fax, telex, email, telephone and internet), nor by way of any structure of any of the financial intermediaries of the Other Countries nor in any other way.

Copy of this press release, or portions of the same, as also copy of any subsequent document which will be issued in connection with the Offer, are not and must not be sent, nor in any way transmitted or distributed, directly or indirectly in the Other Countries. Any party who receives the abovementioned documents must not distribute, send or transmit them (either by post nor by any other method or instrument of communication or commerce) in the Other Countries.

This press release, as well as any other document that has or will be issued in connection with the Offer does not constitute and cannot be interpreted as an offer to purchase or solicitation of an offer to sell financial instruments to parties resident in Other Countries. No instrument may be offered or sold in the Other Countries in the absence of specific authorisation in compliance with the applicable provisions of the local law of those countries or in derogation of those provisions. Tenders in the Offer by parties resident in countries other than Italy and the United States of America may be subject to specific obligations or restrictions provided by law or regulatory provisions. Parties who wish to take part in the Offer bear the exclusive responsibility to comply with those laws and therefore prior to tendering their Common Shares in the Offer, those parties are required to verify their possible existence and applicability, consulting their own advisors.

This press release contains forward-looking information and statements. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates” and similar expressions. Investors and holders of IVG shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Offeror and IVG, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public documents sent by the Offeror to Consob. Except as required by applicable law, the Offeror and IVG do not undertake any obligation to update any forward-looking information or statements.

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