• ÜV Daytona Beach is located near the city’s legendary beaches on the iconic East International Speedway Blvd, home to the famous Daytona 500, that averages 9,900 daily vehicles1
  • MÜV Daytona Beach is the Company’s sixth dispensary in Florida’s Volusia County, a region with more than 606,000 residents2 and 10 million annual tourists3, complementing nearby locations in Deltona, New Smyrna Beach, Orange City, Ormond Beach and Port Orange
  • Verano’s active operations span 13 states, comprised of 165 dispensaries and 14 cultivation and processing facilities with more than 1.1 million square feet of cultivation capacity

CHICAGO, Nov. 12, 2026 (GLOBE NEWSWIRE) — Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNO) (“Verano” or the “Company”), a leading multi-state cannabis company, today announced the grand opening of MÜV Daytona Beach on Friday, November 13th, raising the Company’s Florida retail footprint to 88 MÜV locations and 165 dispensaries nationwide. Located near the iconic Daytona International Speedway, and just steps from the Atlantic Ocean in the heart of Daytona Beach’s legendary tourist area, MÜV Daytona Beach will be open Monday to Saturday from 9 a.m. to 8 p.m. and Sundays from 10 a.m. to 5 p.m. local time.

On Friday, November 13th, MÜV Daytona Beach will kick-off the dispensary’s grand opening weekend with a ceremonial ribbon cutting at 9 a.m. local time. To welcome the local medical cannabis community, patients can expect doorbuster deals up to 60% off storewide on a variety of Florida’s favorite cannabis brands and products, swag bags, and exclusive MÜV t-shirts while supplies last. In support of the local community, prior to the dispensary’s grand opening, the MÜV Daytona Beach team conducted a volunteer effort cleaning up area beaches, where they collected nearly 40 pounds of trash.

“We are thrilled to celebrate the grand opening of MÜV Daytona Beach, marking the second MÜV dispensary we’ve opened in two weeks and our sixth location in beautiful Volusia County,” said George Archos, Verano founder and Chief Executive Officer. “I’m proud of our team for their volunteer beach cleaning efforts, and look forward to offering patients our extensive portfolio of award-winning products, hospitality and care in the iconic Daytona Beach community that welcomes 10 million annual tourists.”

Verano has continued to introduce an array of new products and formats to its growing Florida portfolio, including this weekend’s launch of Swift Lifts, a robust lineup of premium pre-roll offerings that are perfectly portioned and designed to deliver quality and convenience; and the revolutionary HYPHEN all-in-one vape pod system featuring a modular battery design that offers patients the freedom and flexibility to use a variety of oils, sizes and formats without the hassle of juggling between different devices.

MÜV dispensaries feature online menus for effortless browsing of their extensive, award-winning product selection, including the Company’s signature Verano Reserve, MÜV and Sweet Supply flower; Encore and MÜV edibles; On the Rocks concentrates and extracts; (the) Essence, Savvy and MÜV flower, pre-rolls and extracts; the HYPHEN vape pod system, and more. In Florida, the Company also offers one-on-one virtual and in-store consultations at no cost to patients, and provides patient-centric concierge services via phone, email, web chat and text to address patient inquiries.

For additional convenience and accessibility, patients can visit muvfl.com or the MÜV mobile application – available in the Apple App store – for additional information and to place orders for express in-store pickup.

Product images, logos and b-roll footage are available on the Company Newsroom.

About Verano

Verano Holdings Corp. (Cboe CA: VRNO) (OTCQX: VRNO), one of the U.S. cannabis industry’s leading companies based on historical revenue, geographic scope and brand performance, is a vertically integrated, multi-state operator embracing a mission of saying Yes to plant progress and the bold exploration of cannabis. Verano provides a superior cannabis shopping experience in medical and adult use markets under the Zen Leaf™ and MÜV™ dispensary banners, and produces a comprehensive suite of high-quality, regulated cannabis products sold under its diverse portfolio of trusted consumer brands including Savvy™, (the) Essence™, Swift Lifts™, HYPHEN™, Encore™, Easy Landings™, BITS™, Avexia™, MÜV™, CTPharma™, and Verano™. Verano’s active operations span 13 U.S. states, comprised of 14 production facilities with over 1.1 million square feet of cultivation capacity. Learn more at Verano.com.

Contacts:
Investors
Verano
Aaron Miles
Chief Investment Officer
Investors@verano.com

Media
Verano
Steve Mazeika
Vice President, Communications
steve.mazeika@verano.com

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans, strategies, or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “future”, “scheduled”, “estimates”, “forecasts”, “projects,” “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein, including, without limitation, the risk factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission at www.sec.gov. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information or forward-looking statements that are contained or referenced herein, except as may be required in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice regarding forward-looking information and statements.

##


1 2025 Florida Traffic Online Data
2 U.S. Census Bureau QuickFacts: Volusia County, Florida
3 City of Daytona Beach

Phase 2 trial remains ongoing, with median PFS not reached in the 30 mg onvansertib + FOLFIRI/bev arm versus median PFS of approximately 11 months in the combined SoC arms

All patients remaining in the 30 mg onvansertib + FOLFIRI/bev arm have now exceeded 21 months on treatment

Company preparing for registrational Phase 3 trial in first-line RAS-mutated mCRC, with potential start in Q1 2027

SAN DIEGO, Nov. 12, 2026 (GLOBE NEWSWIRE) — Cardiff Oncology, Inc. (Nasdaq: CRDF), a clinical-stage biotechnology company targeting RAS-mutated cancer by leveraging PLK1 inhibition, today announced financial results for the third quarter ended September 30, 2026, and provided a business update.

“We’re greatly encouraged by the performance of onvansertib in first-line RAS-mutated mCRC. As the data mature, the benefit of onvansertib in combination with FOLFIRI/bev is becoming more evident, with growing separation between the onvansertib and control arms,” said Mani Mohindru, PhD, President and Chief Executive Officer of Cardiff Oncology. “Building on the strength of these data, we are actively preparing for our upcoming registrational trial. There are currently no treatment options specifically approved for patients with pan-RAS-mutated mCRC in the first-line setting and we believe onvansertib has the potential to become an important new treatment for these patients.”

Clinical Highlights

Randomized Phase 2 Trial in First-Line RAS-Mutated Metastatic Colorectal Cancer (“mCRC”) Ongoing

Cardiff’s randomized Phase 2 trial evaluating onvansertib in combination with FOLFIRI/ bevacizumab (“bev”) or FOLFOX/bev as first-line therapy in patients with RAS-mutated mCRC remains ongoing. Median progression-free survival (“PFS”) has not been reached in the 30 mg onvansertib + FOLFIRI/bev arm, the Company’s proposed Phase 3 regimen.

As of September 28, 2026, 6 patients remain on the FOLFIRI/bev regimen, with 5 patients in the onvansertib (20 or 30 mg) + FOLFIRI/bev arms and 1 patient on standard-of-care (“SoC”) FOLFIRI/bev. Patients who remain in the 30 mg onvansertib + FOLFIRI/bev arm have been on treatment for at least 21 months, with the longest duration of treatment being over 29 months. For comparison, the median PFS in the combined SoC arms has been reached at approximately 11 months, consistent with what has been historically reported.

Preparing for the Registrational Phase 3 Trial in First-Line RAS-Mutated mCRC

Cardiff expects to initiate the Phase 3 trial in the first quarter of 2027, subject to securing additional financing. In preparation, the Company is establishing key vendor relationships for trial execution and clinical supply materials, as well as finalizing the companion diagnostics for RAS mutational status. The trial is designed to support potential accelerated approval based on objective response rate and full approval based on PFS.

Corporate Updates

  • In July, Cardiff completed a $10 million registered direct offering of common stock and warrants to support working capital and general corporate purposes. The full press release is available here.
  • In September, Cardiff and its licensor, Nerviano Medical Sciences S.r.l. (“NMS”), resolved all outstanding disputes regarding global rights to onvansertib and amended their 2017 exclusive license agreement. The full press release is available here.
  • In October, Cardiff appointed Leila Alland, MD, as interim Chief Medical Officer. Dr. Alland is a seasoned oncology executive who has served as Chief Medical Officer at several clinical-stage biotechnology companies and previously held leadership positions at AstraZeneca, Bristol Myers Squibb, Novartis and Schering-Plough, where she contributed to the development and approval of multiple oncology therapies. The full press release is available here.
  • In October, U.S. Food and Drug Administration (“FDA”) granted Orphan Drug Designation (“ODD”) to onvansertib for the treatment of patients with chronic myelomonocytic leukemia (“CMML”).
  • In November, FDA granted ODD to onvansertib for the treatment of patients with small cell lung cancer.

Upcoming Events

  • Cardiff management will present at the UBS Global Biopharma Conference and participate in one-on-one investor meetings on November 16–17, 2026. Dr. Mohindru’s presentation is scheduled for November 16 at 2:40 p.m. GMT. A live webcast and replay will be available in the “Events” section of the Cardiff Oncology website.
  • Updated data from an investigator-sponsored clinical trial in CMML will be presented at the American Society of Hematology (“ASH”) Annual Meeting on December 13, 2026.

Third Quarter 2026 Financial Results

Liquidity, cash burn, and cash runway

As of September 30, 2026, Cardiff Oncology had approximately $33.8 million in cash, cash equivalents, and short-term investments. Net cash used in operating activities for the nine months ended September 30, 2026 was approximately $33.9 million, an increase of $2.0 million from $31.9 million for the same period in 2025. In July 2026, the Company raised net proceeds of approximately $9.1 million in a registered direct offering. Based on its current expectations and projections, the Company believes its current cash resources are sufficient to fund its operations to the end of the third quarter of 2027.

Operating results

Total operating expenses were approximately $32.0 million for the nine months ended September 30, 2026, a decrease of $9.5 million from $41.5 million for the same period in 2025. R&D expenses decreased by $12.5 million, reflecting the completion of clinical trials, fewer patients on treatment in the Phase 2 mCRC trial, a reduction in preclinical activities, and completion of chemistry, manufacturing and controls (“CMC”) activities as the Company prepares for its planned Phase 3 mCRC trial. SG&A expenses increased by $3.1 million, driven by legal and professional fees related to the Company’s dispute with NMS, which was resolved on September 14, 2026, and also by employee severance costs. Net loss was $30.4 million, compared with $38.6 million for the prior year period.

About Cardiff Oncology, Inc.

Cardiff Oncology is a clinical-stage biotechnology company targeting RAS-mutated cancers via innovative cancer treatments focused on PLK1 inhibition, a validated oncology target with practice-changing potential. Our lead asset, onvansertib, is a highly specific, oral PLK1 inhibitor currently being evaluated in a Phase 2 trial for first-line treatment of RAS-mutated metastatic colorectal cancer (“mCRC”), addressing a large, underserved patient population with high unmet need. Onvansertib is also under investigation in other PLK1-driven cancers through ongoing investigator-initiated trials and has shown robust single-agent clinical activity in hard-to-treat tumors. By targeting tumor vulnerabilities, we aim to overcome treatment resistance and deliver improved clinical outcomes for patients.

For more information, please visit https://www.cardiffoncology.com.

Forward-Looking Statements

Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified using words such as “anticipate,” “believe,” “forecast,” “estimated” and “intend” or other similar terms or expressions that concern Cardiff Oncology’s expectations, strategy, plans or intentions. These forward-looking statements are based on Cardiff Oncology’s current expectations and actual results could differ materially.

There are several factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, uncertainties associated with clinical development and regulatory approvals; the possibility that results from earlier clinical studies may not be predictive of future results; risks related to the timing, initiation, conduct and completion of clinical trials; the Company’s need for additional financing; dependence on key personnel and third parties; competition; intellectual property risks; and other factors described in Cardiff Oncology’s filings with the Securities and Exchange Commission. There can be no assurance that onvansertib will receive regulatory approval for any indication or prove commercially successful.

Investors should read the risk factors set forth in Cardiff Oncology’s Form 10-K for the year ended December 31, 2025, and other periodic reports filed with the Securities and Exchange Commission. Forward-looking statements included herein are made as of the date hereof, and Cardiff Oncology does not undertake any obligation to update publicly such statements to reflect subsequent events or circumstances.

Investor Contact:
Candice Masse
astr partners
candice.masse@astrpartners.com

Media Contact:
Amy Bonanno
Lyra Strategic Advisory
abonanno@lyraadvisory.com

Cardiff Oncology, Inc.
Condensed Statements of Operations
(in thousands, except for per share amounts)
(unaudited)
             
    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2026       2025     2026       2025  
Royalty revenues   $ 171       $ 120     $ 316       $ 350  
Costs and expenses:                        
Research and development     5,029         8,197       17,709         30,254  
Selling, general and administrative     4,361         3,897       14,291         11,229  
Total operating expenses     9,390         12,094       32,000         41,483  
                         
Loss from operations     (9,219)         (11,974)       (31,684)         (41,133)  
                         
Other income (expense), net:                        
Interest income     363         716       1,251         2,492  
Other income (expense), net     (1)         —       (1)         6  
Total other income (expense), net     362         716       1,250         2,498  
                         
Net loss     (8,857)         (11,258)       (30,434)         (38,635)  
                         
Preferred stock dividend     (6)         (6)       (18)         (18)  
                         
Net loss attributable to common stockholders   $ (8,863)       $ (11,264)     $ (30,452)       $ (38,653)  
                         
Net loss per common share — basic and diluted   $ (0.12)       $ (0.17)     $ (0.43)       $ (0.58)  
                         
Weighted-average shares outstanding — basic and diluted     76,178         66,879       71,004         66,644  

Cardiff Oncology, Inc.
Condensed Balance Sheets
(in thousands)
(unaudited)
                 
                 
    September 30,
2026
    December 31,
2025
 
Assets            
Current assets:            
Cash and cash equivalents   $ 12,060     $ 17,470  
Short-term investments     21,730       40,834  
Accounts receivable and unbilled receivable     90       182  
Prepaid expenses and other current assets     1,146       1,642  
Total current assets     35,026       60,128  
Property and equipment, net     364       578  
Operating lease right-of-use assets     225       629  
Other assets     799       549  
Total Assets   $ 36,414     $ 61,884  
             
Liabilities and Stockholders’ Equity            
Current liabilities:            
Accounts payable   $ 693     $ 8,087  
Accrued liabilities     7,358       7,577  
Operating lease liabilities     265       730  
Total current liabilities     8,316       16,394  
Operating lease liabilities, net of current portion     —       102  
Total Liabilities     8,316       16,496  
             
Stockholders’ equity     28,098       45,388  
Total liabilities and stockholders’ equity   $ 36,414     $ 61,884  

October Transformational Acquisition Doubles Revenues and Expands into Diverse High-Growth Markets

REDMOND, Wash., Nov. 12, 2026 (GLOBE NEWSWIRE) — Data I/O Corporation (NASDAQ: DAIO), the leading global provider of data programming equipment, provisioning services and security provisioning for Flash-based microcontrollers, and high-density memory devices, today announced financial results for the third quarter ended September 30, 2026.

Third Quarter 2026 and Recent Highlights

  • Revenues of $4.9 million with bookings of $5.0 million
  • Gross margin as a percentage of sales was 58.0%, as compared to 57.0% in Q2
  • EBITDA adjusted for equity compensation and one-time expenses improved sequentially and versus prior year period*
  • Restructurings and expense optimizations support breakeven adjusted EBITDA for the quarter
  • Cash on September 30, 2026 was $9.4 million as compared to $10.8 million on June 30, 2026
  • Secured $13.25 million direct investment and $7.5 million bank line of credit in October 2026
  • Closed on transformational acquisition of V-TEK, Inc. and A&J Programming, Inc. (collectively, “V-TEK”)
  • Expansion into services and high-growth end markets including data center, AI, photonics, industrial automation, and robotics

* See EBITDA and Adjusted EBITDA reconciliation in schedules following this release.

Management Comments

Commenting on the financial results for the third quarter ended September 30, 2026 and recent developments, William Wentworth, President and CEO of Data I/O Corporation, said, “The most important measure of our recent performance and our prospects for the future is the completion of the transformational acquisition of V-TEK.

“As Data I/O’s first acquisition in decades, we’re proud to have completed the transaction and the required recapitalization following several years of a cyclical downturn in automotive. Total consideration was $23 million, with $3 million paid in Data I/O common stock. This displays the conviction of bringing these two companies together and the future value of the combined global business.

“The acquisition is anticipated to double revenues and be accretive to earnings. The integration plan has kicked off across multiple functional departments. Over the last two years we have used AI to optimize the business, and we will apply AI to the integration and ongoing operations at V-TEK. We will follow our mandate of best people and best practices.

“The NEW Data I/O has become a reality. With the V-TEK acquisition, our expanded products and services now address multibillion-dollar markets. The NEW Data I/O serves industries such as data centers, AI, photonics, industrial automation, robotics, medical, military, aerospace and defense, significantly reducing our reliance on automotive.

“We are shifting our mix towards software and services, diversifying our revenue streams and reducing our exposure to the capital equipment cycle. At the same time, we continue to invest in our programming platform, including new automation, programming technology and security provisioning. V-TEK’s existing programming business, A&J Programming, accelerates our strategic plan to provide Programming-as-a-Service.

“Data I/O will remain focused on optimizing the business, using technology and realigning costs to our new go-to-market strategy, and we continue to review expense reductions that will improve profitability. At the same time, we are investing in our core business to strengthen our capital equipment business and support our growing programming services business. The consolidation of V-TEK expands our ability to scale, enter new markets, increase operating leverage, and generate cash.”

Third Quarter 2026 Financial Results

Net sales in the third quarter 2026 were $4.9 million, as compared with $5.2 million in the second quarter 2026 and $5.4 million in the prior year period. Sales in the current quarter reflect continued revenue recovery and stable bookings in the platform business offset by timing-related softness in adapters. Demand for platform equipment appears to have inflected over the past two quarters following a prolonged downward cycle that had been negatively impacted by a realignment of technology spending, with AI-related investments at the forefront and a reassessment of EV capacity and related automotive manufacturing.

Third quarter 2026 bookings were $5.0 million, as compared with $4.9 million in the second quarter 2026. Bookings through the first six months of the year are indicative of the current market for programmable devices which has been accelerating within end markets not traditionally targeted by the Company, including edge AI and robotics. Bookings within the automotive electronics market was favorable for platform sales during the second quarter but softer for consumable adapter sales.

For the third quarter 2026, consumable adapters and services represented 48% of total revenue, providing a stable base of re-occurring revenue. This compares with 55% in the second quarter and 81% in the first quarter when total sales were lower. Platform sales represented 52% of total revenue in the third quarter, up from 45% in the second quarter and 19% in the first quarter. Backlog on September 30, 2026 was $1.5 million, down from $2.1 million at June 30, 2026 and $2.6 million at March 31, 2026. Deferred revenue was $0.9 million on September 30, 2026, as compared to $1.1 million at June 30, 2026 and $1.5 million at March 31, 2026.

Gross margin as a percentage of sales was 58.0% in the third quarter 2026, as compared to 57.0% in the second quarter 2026 and 50.7% in the third quarter 2025. The increased gross margin reflects the sale of several lower-cost units during the quarter, an increased focus on value-based pricing, and incremental efficiencies in operations. Aside from the low-cost platforms sold in the third quarter, direct material costs improved slightly compared to prior periods as the Company continued actively to mitigate the impact of tariffs and other inflationary pressures.

Operating expenses for the third quarter 2026 were $4.9 million, which included approximately $1.5 million in one-time expenses primarily related to debt and financing expenses, the IT/ERP transition, non-cash inventory reserve adjustments and other one-time charges. This compares to operating expenses of $4.1 million in the third quarter 2025 which included approximately $0.6 million in one-time expenses related to the investigation and remediation of a cybersecurity incident, the Company’s leadership transition as well as investments in the core programming platform and information systems.*

Operating loss in the third quarter 2026 was ($2.0) million on revenues of $4.9 million compared to the loss of ($1.4) million on revenues of $5.4 million in the third quarter of 2025.

Net loss in the third quarter 2026 was ($2.7) million or ($0.27) per share, compared to net loss of ($1.4) million or ($0.15) per share in the third quarter 2025. The increased loss reflects higher operating expenses due to one-time items, partially offset by higher gross margins.

Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), which excludes equity compensation and one-time expenses, was ($71,000) in the third quarter 2026, compared to ($563,000) in the third quarter 2025. Third quarter 2026 Adjusted EBITDA includes $1.4 million of one-time expenses, as compared to approximately $585,000 of one-time expenses in the prior year period.*

The Company’s cash balance remained strong at the end of the third quarter 2026 with $9.4 million as compared to $10.8 million on June 30, 2026. Data I/O’s net working capital increased to $14.7 million on September 30, 2026 from $10.8 million on June 30, 2026 and $12.3 million on December 31, 2025. The Company had no debt on September 30, 2026 after converting $6.2 million of convertible debt into preferred shares following the June 2026 private placement. These debentures had been classified as short-term debt and included in the balance sheet and for the working capital calculation at June 30, 2026. Subsequent to the end of the third quarter, the Company completed a private placement of securities for approximately $13.25 million in gross proceeds.

Conference Call and Webcast with Accompanying Slideshow Presentation Information
A conference call and webcast with accompanying slideshow presentation discussing financial results for the third quarter ended September 30, 2026 will follow this release today at 5 a.m. Pacific Time/8 a.m. Eastern Time. To listen to the conference call, please dial 412-317-5788. The conference call will be simultaneously webcast with an accompanying slideshow presentation over the Internet which may be accessed via this webcast link. Alternatively, investors may visit the Events & Webcasts section of the Data I/O Corporation website at https://www.dataio.com/investor-relations/news/events/ to access the webcast from the site. A replay of the conference call will be made available approximately one hour after the conclusion of the call and will remain available until November 26, 2026. To access the replay, please dial 412-317-0088, access code 1665712. The webcast will be recorded and available for replay on the Data I/O Corporation website approximately one hour after the conclusion of the event. 

About Data I/O Corporation

Since 1972, Data I/O Corporation (NASDAQ: DAIO) has been the global leader in device programming. In 2026, Data I/O united three industry leaders with the transformational acquisition of V-TEK, Inc. and A&J Programming, Inc. The combination enables Data I/O to provide the world’s most comprehensive solutions to support the entire data provisioning supply chain. These solutions include data programming and security provisioning, semiconductor handling automation for test, inspection and packaging, and Programming-as-a-Service. The Company serves customers in the automotive, industrial automation, data center, AI, photonics, medical, military, aerospace and defense, IoT, and consumer electronics markets. OEMs and manufacturers of any size can program, securely provision, test and package devices from early samples through high-volume production, using modular and customized systems and flexible service options. Data I/O’s solutions are backed by a portfolio of patents (dataio.com/Company/Patents) and a global network of distribution partners and support and service professionals, ensuring success for customers.

Learn more at www.dataio.com, www.vtekusa.com, and www.ajprogram.com.

Safe Harbor/Forward Looking Statements, Disclosure Information and Non-GAAP financial Measures
The Company cautions you that statements contained in this press release regarding matters that are not historical facts are forward-looking statements. Such forward-looking statements include, but are not limited to, recent acquisitions and their benefits to revenues and operations, the company’s focus on optimizing the business, anticipated benefits from AI, and any such forward-looking statements involving risks, assumptions and uncertainties. Statements in this news release may be construed as a prediction of future operations and performance or events are forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause actual results to differ materially from those expressed or implied by such statements.

Forward-looking statement disclaimers also apply to the contributions of acquisitions, acquisition synergies, the demand for the Company’s products, the impact from geopolitical conditions including any related international trade restrictions, supply chain constraints, and cybersecurity incidents and the possibility that the Company’s containment and remediation efforts may be unsuccessful or becomes a challenging force in maintaining market share. Factors that may impact the Company’s operations and finances include uncertainties as to the ability to record revenues based upon the timing of product deliveries, integration of recent acquisitions, market acceptance of existing and new products/services, shipping availability, installations and acceptance, accrual of expenses, internally or externally induced business interruptions, changes in economic conditions, part shortages, business disruptions and other risks including those described in the Company’s 10-K, 10-Q and other periodic filings with the Securities and Exchange Commission (SEC), press releases and other communications.

Data I/O may use its website (www.dataio.com) and investor relations page (www.dataio.com/Company/Investor-Relations), its X account (@DataIO_Company), and its LinkedIn page (linkedin.com/company/data-io) to disclose material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors and other interested parties should monitor these sites, in addition to following Data I/O’s press releases, Securities and Exchange Commission (SEC) filings, public conference calls and public presentations/webcasts.

*References in this press release are made to non-GAAP (Generally Accepted Accounting Principles) financial measures, including profitability and operating/net income excluding one-time items, EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization), Adjusted EBITDA (AEBITDA), which excludes equity compensation, and AEBITDA excluding one-time items. Reconciliations are provided in the tables of this press release. Non-GAAP financial measures, such as EBITDA and Adjusted EBITDA, excluding equity compensation, and other one-time investments/expenses should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding the Company’s results and facilitate the comparison of results.

Contact:

Investor Relations
Darrow Associates, Inc.
 
Jordan Darrow  
(512) 551-9296
jdarrow@darrowir.com
 
   

– tables follow –

DATA I/O CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(UNAUDITED)
                       
  Three Months Ended   Nine Months Ended
  September 30,    September 30, 
  2026     2025     2026     2025  
Net sales $ 4,874     $ 5,393     $ 13,273     $ 17,516  
Cost of goods sold   2,046       2,659       5,900       8,634  
Gross margin   2,828       2,734       7,373       8,882  
Operating expenses:                      
Research and development   1,596       1,709       4,267       4,886  
Selling, general and administrative   3,270       2,418       9,012       6,609  
Total operating expenses   4,866       4,127       13,279       11,495  
Operating income (loss)   (2,038 )     (1,393 )     (5,906 )     (2,613 )
Non-operating income (loss):                      
Interest income   17       34       43       107  
Interest expense   (624 )     —       (1,497 )     —  
Foreign currency transaction gain (loss)   18       (3 )     (66 )     22  
Total non-operating income (loss)   (589 )     31       (1,520 )     129  
Income (loss) before income taxes   (2,627 )     (1,362 )     (7,426 )     (2,484 )
Income tax (expense) benefit   (75 )     —       (75 )     (2 )
Net income (loss) $ (2,702 )   $ (1,362 )   $ (7,501 )   $ (2,486 )
                       
                       
Basic earnings (loss) per share $ (0.27 )   $ (0.15 )   $ (0.77 )   $ (0.27 )
Diluted earnings (loss) per share $ (0.27 )   $ (0.15 )   $ (0.77 )   $ (0.27 )
Weighted-average basic shares   10,404       9,389       9,793       9,308  
Weighted-average diluted shares   10,404       9,389       9,793       9,308  

DATA I/O CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(UNAUDITED)
  September 30,    December 31, 
  2026     2025  
ASSETS          
CURRENT ASSETS:          
Cash and cash equivalents $ 9,397     $ 7,901  
Trade accounts receivable, net of allowance for credit losses of $19 and $29, respectively   4,472       2,841  
               
Inventories   5,951       5,710  
Other current assets   975       799  
TOTAL CURRENT ASSETS   20,795       17,251  
           
Property and equipment – net   964       807  
Other assets   1,612       2,118  
TOTAL ASSETS $ 23,371     $ 20,176  
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES:          
Accounts payable $ 1,555     $ 1,227  
Accrued compensation   1,083       958  
Deferred revenue   937       1,464  
Other accrued liabilities   2,473       1,328  
Income taxes payable   9       4  
TOTAL CURRENT LIABILITIES   6,057       4,981  
           
Deferred foreign income tax   250       250  
Operating lease liabilities   884       1,411  
Long-term other payables   21       20  
           
STOCKHOLDERS’ EQUITY          
           
Preferred stock – Authorized, 5,000,000 shares, including 200,000 shares designated Series A Junior Participating Preferred Stock and 8,000 shares designated Series B Convertible Preferred Stock; Series A Junior Participating Preferred Stock issued and outstanding, none   —       —  
Series B Convertible Preferred Stock, $1,000 stated value – Issued and outstanding, 6,841.33 shares as of September 30, 2026 and none as of December 31, 2025   6,841       —  
Common stock, at stated value – Authorized, 30,000,000 shares Issued and outstanding, 10,419,364 shares as of September 30, 2026 and 9,391,922 shares as of December 31, 2025   26,019       24,062  
Additional paid in capital   1,165       —  
Accumulated deficit   (18,475 )     (10,974 )
Accumulated other comprehensive income (loss)   609       426  
TOTAL STOCKHOLDERS’ EQUITY   16,159       13,514  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 23,371     $ 20,176  

DATA I/O CORPORATION
NON-GAAP FINANCIAL MEASURE RECONCILIATION
       
  Three Months Ended September 30,   Nine Months Ended September 30,
  2026     2025     2026     2025
(in thousands)                      
Net Income (loss) $ (2,702 )   $ (1,362 )   $ (7,501 )   $ (2,486 )
Interest (income)   (17 )     (34 )     (43 )     (107 )
Interest expense   624       —       1,497       —  
Taxes   75       —       75       2  
Depreciation and amortization   381       133       598       369  
EBITDA $ (1,639 )   $ (1,263 )   $ (5,374 )   $ (2,222 )
Equity compensation   134       115       367       539  
Adjusted EBITDA, excluding equity compensation $ (1,505 )   $ (1,148 )   $ (5,007 )   $ (1,683 )
                       
EBITDA One-time expense adjustments                      
Deal & Financing Expenses $ 802     $ 52     $     $  
IT & ERP Transition   238       69              
Non-Cash Inventory Reserve Adj.   298                    
Outside Consulting on Tech Platform   61       66              
Restructuring Expenses   35                    
Recruiting & Consulting         168              
Cyber Security Incident         230              
                       
                       
Total $ 1,434     $ 585     $     $  
                       
Adjusted EBITDA, excluding equity compensation and one-time expenses/investments $ (71 )   $ (563 )   $     $  

Record Quarterly Revenues of $1.31 Billion, an 85% Increase from a Year Ago

Excluding Bowers Acquisition, Revenues (non-GAAP) Grew by 40% from a Year Ago1

Quarterly Adjusted EBITDA (non-GAAP) Increased 99% from Prior Year2

Record Total Backlog and Awarded Contracts of $5.90 Billion, a 92% Increase from a Year Ago

Board Authorizes $150 Million Stock Repurchase Program

Establish Fourth Quarter 2026 Guidance for Revenue of $1.26 Billion – $1.30 Billion and Non-GAAP Adjusted EBITDA of $160 Million – $170 Million

Raise Full Year 2026 Guidance for Revenue to $4.87 Billion – $4.91 Billion and Non-GAAP Adjusted EBITDA of $610 Million – $620 Million

Establish Full Year 2027 Guidance for Revenue of $5.3 Billion – $5.6 Billion and Non-GAAP Adjusted EBITDA of $690 Million – $730 Million

SAN JOSE, Calif., Nov. 12, 2026 (GLOBE NEWSWIRE) — Legence Corp. (Nasdaq: LGN) (“Legence” or the “Company”) today reported financial results for the third quarter ended September 30, 2026.

“Strong customer demand drove record third-quarter revenue, Adjusted EBITDA, and backlog and awarded contracts for Legence,” said Jeff Sprau, Chief Executive Officer of Legence. “Our team continues to deliver exceptional project execution, which along with an increasing mix of fabrication work, contributed to the delivery of the highest Adjusted EBITDA margin in company history. Additionally, we also recently acquired a mechanical contractor in central Texas, creating an ideal platform to expand customer support across this high-growth region. Our confidence in the fundamentals of our business is reflected in our increased guidance for this year, and growth embedded in our initial 2027 guidance. This outlook also underpins the Board’s authorization of our $150 million stock repurchase program, which broadens our capital allocation options.”

Third Quarter 2026 Consolidated Results:

Revenues for the third quarter 2026 totaled $1.31 billion, an increase of 85.1% from $708.0 million for the third quarter 2025. Excluding the impact of the acquisition of The Bowers Group, Inc. (“Bowers”), non-GAAP revenue growth was 39.5%. Gross profit for the third quarter 2026 was $275.5 million with gross margin of 21.0%, compared to gross profit of $148.1 million and gross margin of 20.9% for the third quarter 2025. Excluding the impact of compensation related to legacy Series A Interests and Restricted Series C Interests paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $266.6 million and non-GAAP Adjusted Gross Margin of 20.3% for the third quarter 2026, compared to non-GAAP Adjusted Gross Profit of $151.9 million and non-GAAP Adjusted Gross Margin of 21.5% for the third quarter 2025. The decrease in non-GAAP Adjusted Gross Margin was primarily due to a revenue mix shift towards Installation & Maintenance. Net income attributable to Legence for the third quarter 2026 was $89.6 million, or $1.15 per diluted share, compared to a net loss attributable to Legence of $0.6 million for the third quarter 2025, or $(0.02) per diluted share. Net income for the third quarter 2026 was $133.9 million, compared to a net income of $0.4 million for the third quarter 2025. Non-GAAP Adjusted EBITDA for the third quarter 2026 was $177.0 million, an increase of 99.3% from $88.8 million for the third quarter 2025. Refer to “Non-GAAP Financial Measures” for definitions of revenue growth (excluding Bowers), Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA and Adjusted EBITDA Margin and a reconciliation of each to the most directly comparable GAAP measure.

Legence Corp. Consolidated Results                        
($ in thousands)   Three Months Ended September 30,    
      2026       2025     Year over Year Change
    $   %   $   %   $   %
Revenues:                        
Engineering & Consulting   $ 199,940   15.3 %   $ 212,172   30.0 %   $ (12,232 )   (5.8)%
Installation & Maintenance     1,110,728   84.7 %     495,834   70.0 %     614,894     124.0 %
Consolidated Revenues   $ 1,310,668   100.0 %   $ 708,006   100.0 %   $ 602,662     85.1 %
                         
                         
    Three Months Ended September 30,    
      2026       2025     Year over Year Change
    $   % Margin   $   % Margin   $   %
Gross Profit:                        
Engineering & Consulting   $ 71,723   35.9 %   $ 67,326   31.7 %   $ 4,397     6.5 %
Installation & Maintenance     203,776   18.3 %     80,733   16.3 %     123,043     152.4 %
Consolidated Gross Profit   $ 275,499   21.0 %   $ 148,059   20.9 %   $ 127,440     86.1 %
Non-GAAP Adjusted Gross Profit   $ 266,626   20.3 %   $ 151,903   21.5 %   $ 114,723     75.5 %
                         
Non-GAAP Adjusted EBITDA   $ 177,008   13.5 %   $ 88,821   12.5 %   $ 88,187     99.3 %


Engineering & Consulting Segment Results:

Engineering & Consulting segment revenue for the third quarter 2026 totaled $199.9 million, a decrease of (5.8)% from $212.2 million for the third quarter 2025, driven by a decline in Program & Project Management services and modestly lower Engineering & Design revenue, primarily from education clients.

Engineering & Consulting segment gross profit for the third quarter 2026 totaled $71.7 million, an increase of 6.5% from $67.3 million for the third quarter 2025. Excluding the impact of compensation related to legacy Series A Interests and Restricted Series C Interests paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $66.6 million and non-GAAP Adjusted Gross Margin of 33.3% for the third quarter 2026, compared to non-GAAP Adjusted Gross Profit of $69.6 million and non-GAAP Adjusted Gross Margin of 32.8% for the third quarter 2025. Refer to “Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit and Adjusted Gross Margin and a reconciliation of each to the most directly comparable GAAP measure. The decrease in non-GAAP Adjusted Gross Profit was primarily driven by lower revenue, partially offset by higher non-GAAP Adjusted Gross Margin. The increase in non-GAAP Adjusted Gross Margin was primarily driven by higher project margins in our Program & Project Management service line, and a favorable revenue mix shift toward Engineering & Design.

Engineering & Consulting Segment Results                    
($ in thousands)   Three Months Ended September 30,    
      2026       2025     Year over Year Change
    $   %   $   %   $   %
Segment Revenues:                        
Engineering & Design   $ 109,144   54.6 %   $ 110,939   52.3 %   $ (1,795 )   (1.6)%
Program & Project Management     90,796   45.4 %     101,233   47.7 %     (10,437 )   (10.3)%
Engineering & Consulting Revenues   $ 199,940   100.0 %   $ 212,172   100.0 %   $ (12,232 )   (5.8)%
                         
                         
    Three Months Ended September 30,    
      2026       2025     Year over Year Change
    $   % Margin   $   % Margin   $   %
Engineering & Consulting Gross Profit   $ 71,723   35.9 %   $ 67,326   31.7 %   $ 4,397     6.5 %
Engineering & Consulting Non-GAAP Adjusted Gross Profit   $ 66,552   33.3 %   $ 69,570   32.8 %   $ (3,018 )   (4.3)%


Installation & Maintenance Segment Results:

Installation & Maintenance segment revenue for the third quarter 2026 totaled $1.11 billion, an increase of 124.0% from $495.8 million for the third quarter 2025. Excluding the impact of the Bowers acquisition, non-GAAP Installation & Maintenance segment revenues grew by 58.9% over the comparable period.3 The increase was driven by strong demand for our Installation & Fabrication services, primarily from data centers & technology clients. The increase in Maintenance & Service revenue was primarily driven by the acquisition of Bowers and growth from education and other clients. See the section titled “Non-GAAP Financial Measures” for more information about non-GAAP revenue growth (excluding Bowers).

Installation & Maintenance segment gross profit for the third quarter 2026 totaled $203.8 million, an increase of 152.4% from $80.7 million for the third quarter 2025. Excluding the impact of compensation related to legacy Series A Interests and Restricted Series C Interests paid for by entities outside of Legence, we generated non-GAAP Adjusted Gross Profit of $200.1 million and non-GAAP Adjusted Gross Margin of 18.0% for the third quarter 2026, compared to non-GAAP Adjusted Gross Profit of $82.3 million and non-GAAP Adjusted Gross Margin of 16.6% for the third quarter 2025. Refer to “Non-GAAP Financial Measures” for definitions of Adjusted Gross Profit and Adjusted Gross Margin and a reconciliation of each to the most directly comparable GAAP measure. The increase in non-GAAP Adjusted Gross Profit was primarily driven by revenue growth and higher non-GAAP Adjusted Gross Margin. The increase in non-GAAP Adjusted Gross Margin was primarily driven by higher project margins in our Installation & Fabrication service line and greater economies of scale in customer fulfillment support costs, partially offset by a revenue mix shift toward our Installation & Fabrication service line and lower project margins in our Maintenance & Service service line.

Installation & Maintenance Segment Results                  
($ in thousands)   Three Months Ended September 30,    
      2026       2025     Year over Year Change
    $   %   $   %   $   %
Segment Revenues:                        
Installation & Fabrication   $ 992,521   89.4 %   $ 408,717   82.4 %   $ 583,804   142.8 %
Maintenance & Service     118,207   10.6 %     87,117   17.6 %     31,090   35.7 %
Installation & Maintenance Revenues   $ 1,110,728   100.0 %   $ 495,834   100.0 %   $ 614,894   124.0 %
                         
                         
    Three Months Ended September 30,    
      2026       2025     Year over Year Change
    $   % Margin   $   % Margin   $   %
Installation & Maintenance Gross Profit   $ 203,776   18.3 %   $ 80,733   16.3 %   $ 123,043   152.4 %
Installation & Maintenance Non-GAAP Adjusted Gross Profit   $ 200,074   18.0 %   $ 82,333   16.6 %   $ 117,741   143.0 %


Backlog and Awarded Contracts and Book-to-Bill Ratio

Backlog and awarded contracts totaled $5.90 billion at September 30, 2026, an increase of 92.5% from $3.07 billion at September 30, 2025. The consolidated book-to-bill ratio for the three-month period ended September 30, 2026 was 1.2x. Engineering & Consulting segment backlog and awarded contracts increased by 32.6% year over year, primarily from growth in the education and state & local government end markets. Installation & Maintenance segment backlog and awarded contracts increased by 117.2% year over year, primarily from the acquisition of Bowers and strong growth in the data centers & technology and education end markets.

Backlog and Awarded Contracts                
($ in thousands)                
             
    As of September 30,   Year over Year Change
      2026     2025   $   %
Engineering & Consulting   $ 1,186,759   $ 894,734   $ 292,025   32.6 %
Installation & Maintenance     4,713,825     2,170,714     2,543,111   117.2 %
Total Backlog and Awarded Contracts   $ 5,900,584   $ 3,065,448   $ 2,835,136   92.5 %
                 
Book-to-bill ratio for the three months ended                
September 30   1.2x   1.5x        
                 
Book-to-bill ratio for the nine months ended                
September 30   1.2x   1.3x        


Acquisitions

On November 1, 2026, the Company completed the acquisition of Central Texas Industrial Contractors (“CTI”). Founded in 2010, CTI is an Austin, Texas-based mechanical contractor supporting mission-critical infrastructure, with a strong presence in the semiconductor end market in central Texas. “Texas is a strategic geographic region for Legence. With CTI, we immediately establish a reputable platform to expand our business and support our customers in this region,” said Jeff Sprau, Chief Executive Officer of Legence. “CTI also adds a high-quality list of new customers and shares a strong cultural alignment with Legence. We are excited to welcome CTI to our team, and look forward to expanding our service reach and accelerating our growth together in this geography.” For the calendar year 2026, CTI is expected to generate revenue of approximately $40 million, of which Legence expects to record approximately $6 to $8 million of revenue during the fourth quarter of 2026.

Share Repurchase Plan

In early November 2026, the Company’s Board of Directors authorized a $150 million share repurchase plan, reflecting the Company’s strong financial position and outlook, as well as a commitment to a disciplined approach to capital allocation. The new share repurchase plan will be executed in accordance with applicable securities laws and regulations, does not require any specific number of shares to be acquired, and may be suspended or discontinued at any time at the Company’s discretion.

Balance Sheet

At September 30, 2026, the Company had cash and cash equivalents of approximately $340.8 million and total debt4 of approximately $1.02 billion. As a result, net leverage was 1.3 times, based on non-GAAP Adjusted EBITDA of the Company for the last 12 months ended September 30, 2026 (“Legence LTM adjusted EBITDA”). When including non-GAAP EBITDA of Bowers for the three months ended December 31, 2025 together with Legence LTM adjusted EBITDA, adjusted net leverage was 1.2 times. Refer to “Non-GAAP Financial Measures” for definitions of net leverage and adjusted net leverage and related reconciliations.

Guidance

Legence announces the following guidance for the fourth quarter of 2026:

  • Total revenues of $1.26 billion to $1.30 billion; and
  • Non-GAAP Adjusted EBITDA of $160 million to $170 million.

Legence revises guidance for full year 2026 as follows:

  • Total revenues of $4.87 billion to $4.91 billion, up from $4.70 billion to $4.80 billion; and
  • Non-GAAP Adjusted EBITDA of $610 million to $620 million, up from $565 million to $585 million.

Legence announces the following guidance for full year 2027:

  • Total revenues of $5.3 billion to $5.6 billion; and
  • Non-GAAP Adjusted EBITDA of $690 million to $730 million.

Conference Call

Legence will host a webcast and conference call to discuss its financial results on November 12, 2026 at 10:00 a.m. (Eastern Time). The webcast link to the call and the slide presentation to accompany the call remarks can be accessed on the Company’s website at https://investors.wearelegence.com/. A replay of the webcast can be accessed through the same webcast link on the Company’s website shortly after the call and will be available through December 12, 2026.

About Legence

Legence is a leading provider of engineering, consulting, installation, and maintenance services for mission-critical systems in buildings. The Company specializes in designing, fabricating, and installing complex HVAC, process piping, and other mechanical, electrical and plumbing (MEP) systems—enhancing energy efficiency, reliability, and sustainability in new and existing facilities. Legence also delivers long-term performance through strategic upgrades and holistic solutions. Serving some of the world’s most technically demanding sectors, Legence counts over 60% of the Nasdaq-100 Index among its clients.

Forward-Looking Statements

Some of the information in this press release may contain “forward-looking statements.” All statements, other than statements of historical fact, included in this press release including, without limitation, those relating to our strategy, future operations, financial position and guidance, estimated revenues and losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used in this press release, words such as “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “plan,” “potential,” “predict,” “forecast,” “budget,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative versions of these words and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are not historical facts but rather are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events, and it is possible that the results described in this press release will not be achieved. Such statements are subject to a number of assumptions, risks, uncertainties and other factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to: changes to economic and regulatory conditions and other trends in the markets in which we operate; our ability to compete effectively in our target markets; the business plans or financial condition of our customers; the impact of acquired companies, including Bowers, on our organization and the ability to recognize the anticipated benefits of such acquisitions; the regulations related to environmental, health and safety matters; the ability to receive necessary government permits and approvals; the future availability and price of materials and equipment necessary for the performance of our business; the risks associated with inflation, interest rates, recessionary economic conditions and commodity prices; the fact that we outsource various elements of the services we sell and use materials and equipment produced by third parties; our clients’ reliance on third party financing; the recognition of all revenues from our backlog and awarded contracts; our receipt of all payments anticipated under awarded projects and customer contracts; the maintenance of safe work sites and equipment; restrictions imposed by our existing and any future indebtedness; our exposure to costs and liabilities under environmental, health and safety laws; misconduct and errors by employees, subcontractors, partners or third party service providers; and the other risks described under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Annual Report”), and in other documents subsequently filed by the Company from time to time with the SEC. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified in their entirety by the statements in this section, to reflect events or circumstances after the date of this press release. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Annual Report and in the Company’s subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements.

Contact

Media: media@wearelegence.com 
Investor Relations: ir@wearelegence.com 

Legence Corp.
Condensed Consolidated Statements of Operations
(In thousands, except per share data) (Unaudited)
 
  Three Months Ended September
30,
  Nine Months Ended September
30,
    2026       2025       2026       2025  
Revenue $ 1,310,668     $ 708,006     $ 3,610,688     $ 1,812,849  
Cost of revenue   1,035,169       559,947       2,928,804       1,424,412  
Gross profit   275,499       148,059       681,884       388,437  
               
Selling, general and administrative   70,467       85,887       334,153       227,814  
Depreciation and amortization   37,638       24,183       112,438       75,619  
Acquisition-related costs   499       795       12,346       971  
(Gain) loss on sale of property and equipment   (116 )     21       (298 )     (199 )
Goodwill impairment   —       —       21,586       —  
Long-lived asset impairment   —       —       19,491       —  
Equity in earnings of joint venture   (115 )     (24 )     (707 )     (848 )
Income from operations   167,126       37,197       182,875       85,080  
               
Other expense (income):              
Interest expense (including $1,514 and $3,312 for the three months in 2026 and 2025, respectively, and $4,761 and $11,776 for the nine months in 2026 and 2025, respectively, from related parties)   16,477       28,183       50,388       88,228  
Interest income   (2,505 )     (1,069 )     (5,739 )     (2,588 )
Credit agreement amendment fees   —       64       5,257       2,990  
Loss on debt extinguishment   —       5,685       13       5,685  
Other income, net   (505 )     (123 )     (1,243 )     (268 )
Total other expense, net   13,467       32,740       48,676       94,047  
Income (loss) before income tax   153,659       4,457       134,199       (8,967 )
               
Income tax expense   19,782       4,078       17,492       13,662  
Net income (loss)   133,877       379       116,707       (22,629 )
Net income attributable to noncontrolling interests   44,304       955       38,881       4,430  
Net income (loss) attributable to Legence $ 89,573     $ (576 )   $ 77,826     $ (27,059 )
               
      Period from
September 12,
2025 to
September 30,
2025
      Period from
September 12,
2025 to
September 30,
2025
Earnings (loss) per share:              
Basic $  1.16      $  (0.02 )   $  1.06      $  (0.02 )
Diluted $  1.15      $  (0.02 )   $  0.94      $  (0.02 )
Weighted-average Class A Common Stock outstanding:              
Basic    76,928         58,511         73,406         58,511   
Diluted    77,811         58,511         108,872         58,511   

Legence Corp.
Condensed Consolidated Balance Sheets
(In thousands, except par value and share amounts) (Unaudited)
 
  September 30, 2026   December 31, 2025
Assets      
Current assets:      
Cash and cash equivalents $ 340,778     $ 230,166  
Accounts receivable, net   841,535       584,060  
Contract assets, net   513,316       259,941  
Prepaid expenses and other current assets   67,383       36,179  
Total current assets   1,763,012       1,110,346  
Property and equipment, net of accumulated depreciation of $126,411 and $98,650 as of September 30, 2026 and December 31, 2025, respectively   140,112       92,333  
Operating lease right-of-use assets (including $17,690 and $20,025 as of September 30, 2026 and December 31, 2025, respectively, from related parties)   155,441       117,139  
Goodwill   822,521       764,336  
Intangible assets, net   759,525       551,420  
Other assets   192,018       43,822  
Total assets $ 3,832,629     $ 2,679,396  
Liabilities and Equity      
Current liabilities:      
Accounts payable $ 440,232     $ 246,161  
Accrued compensation and benefits   153,655       68,064  
Accrued and other current liabilities   93,386       16,475  
Contract liabilities   482,046       339,462  
Current portion of operating lease liabilities (including $4,015 and $3,920 as of September 30, 2026 and December 31, 2025, respectively, from related parties)   33,050       21,300  
Current portion of long-term debt   22,329       16,694  
Total current liabilities   1,224,698       708,156  
Long-term debt, net of current portion (including $88,790 and $84,735 as of September 30, 2026 and December 31, 2025, respectively, from related parties)   1,007,424       812,398  
Operating lease liabilities, net of current portion (including $14,718 and $17,282 as of September 30, 2026 and December 31, 2025, respectively, from related parties)   130,505       103,762  
Tax receivable agreement liability – related party   342,729       207,448  
Deferred tax liabilities, net   42,390       46,714  
Other long-term liabilities   12,847       12,123  
Total liabilities   2,760,593       1,890,601  
Commitments and contingencies      
Stockholders’ equity      
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued or outstanding as of September 30, 2026 and December 31, 2025   —       —  
Class A common stock, $0.01 par value, 1,000,000,000 shares authorized, 77,102,104 and 63,856,975 shares issued, 77,037,919 and 63,856,975 shares outstanding as of September 30, 2026 and December 31, 2025, respectively   771       638  
Class B common stock, $0.01 par value, 200,000,000 shares authorized, 31,171,134 and 41,479,954 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively   312       415  
Class A common stock in treasury at cost, 64,185 treasury shares as of September 30, 2026 and no treasury shares as of December 31, 2025   (3,404 )     —  
Additional paid-in capital   909,132       701,791  
Accumulated deficit   (232,123 )     (309,949 )
Accumulated other comprehensive income (loss)   7,792       (698 )
Total Legence stockholders’ equity   682,480       392,197  
Noncontrolling interests   389,556       396,598  
Total stockholders’ equity   1,072,036       788,795  
Total liabilities and stockholders’ equity $ 3,832,629     $ 2,679,396  

Legence Corp.
Condensed Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
 
  Nine Months Ended September 30,
    2026       2025  
Cash flows from operating activities:      
Net income (loss) $ 116,707     $ (22,629 )
Adjustments to reconcile net income (loss) to cash provided by operating activities:      
Amortization of intangible assets   98,604       61,888  
Depreciation of property and equipment   32,279       23,723  
Goodwill impairment   21,586       —  
Long-lived asset impairment   19,491       —  
Amortization of debt issuance costs and discounts   1,299       3,007  
Stock-based compensation   61,158       21,881  
Compensation expense – Performance Interests   15,554       —  
Deferred taxes   (24,643 )     6,378  
Equity in earnings of joint venture   (707 )     (848 )
Return on investment in joint venture   500       500  
Operating lease right-of-use asset lease expense   22,484       12,959  
Loss on debt extinguishment   13       5,685  
Other   348       148  
Changes in operating assets and liabilities:      
Accounts receivable, net   (73,599 )     (139,448 )
Contract assets   (184,847 )     (46,182 )
Prepaid expenses and other current assets   (12,395 )     1,198  
Accounts payable   116,630       94,542  
Accrued compensation and benefits   57,174       34,355  
Accrued and other current liabilities   11,751       (4,110 )
Contract liabilities   15,535       120,027  
Operating lease liabilities, current and long-term   (19,417 )     (10,727 )
Other long-term assets and liabilities   1,476       (223 )
Cash provided by operating activities   276,981       162,124  
       
Cash flows from investing activities:      
Purchases of property and equipment   (60,184 )     (24,734 )
Consideration paid for acquisitions, net of cash acquired   (281,293 )     (453 )
Proceeds from sale of property and equipment   327       226  
Cash used in investing activities   (341,150 )     (24,961 )
       
Cash flows from financing activities:      
Term loan borrowings (including $15,000 and $2,495 in 2026 and 2025, respectively, from related parties)   200,000       2,495  
Term loan payments (including $74,797 in 2025 to related parties)   (7,471 )     (795,073 )
Revolver borrowings   25,000       —  
Revolver payments   (25,000 )     —  
Notes payable payments   (7,428 )     (6,102 )
Finance lease payments   (4,430 )     (2,694 )
Proceeds from issuance of shares under ESPP   1,768       —  
Proceeds from IPO, net of underwriting discounts and commissions   —       780,243  
Payments for deferred offering costs   (60 )     (21,165 )
Proceeds from exercise of stock options   175       —  
Payments of withholding taxes related to net share settlement of equity awards   (3,404 )     —  
Distribution to Legence Parent   (5,800 )     —  
Other   1,431       —  
Cash provided by (used in) financing activities   174,781       (42,296 )
Increase in cash and cash equivalents   110,612       94,867  
Cash and cash equivalents, beginning of period   230,166       81,167  
Cash and cash equivalents, end of period $ 340,778     $ 176,034  


Non-GAAP Financial Measures 

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), this press release contains non-GAAP financial measures as described below.

Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP.

In addition, this press release includes certain projections of the non-GAAP financial measure Adjusted EBITDA. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliations of the forward-looking non-GAAP financial measures are included.

Revenue Growth (excluding Bowers)

This press release discloses consolidated revenue growth of Legence of 39.5%, and revenue growth of Legence’s Installation & Maintenance segment of 58.9%, for the quarter ended September 30, 2026, compared to the quarter ended September 30, 2025, the calculation of which, in each case, excludes the impact of approximately $322.7 million of third quarter 2026 revenues from Bowers. Such metrics are not calculated in accordance with GAAP. Management believes such metrics provide investors with useful supplemental information regarding the Company’s organic revenue performance by presenting revenue growth without giving effect to the impact of the Bowers acquisition. As calculated in accordance with GAAP, revenue growth of Legence was 85.1% (based on third quarter 2026 and 2025 consolidated revenues of $1.31 billion and $708.0 million, respectively), and revenue growth of Legence’s Installation & Maintenance segment was 124.0% (based on third quarter 2026 and 2025 I&M segment revenues of $1.11 billion and $495.8 million, respectively), for the quarter ended September 30, 2026 compared to the quarter ended September 30, 2025.

Adjusted EBITDA and Adjusted EBITDA Margin; Net Leverage and Adjusted Net Leverage

Adjusted EBITDA and Adjusted EBITDA Margin are financial measures not presented in accordance with GAAP but are intended to provide useful and supplemental information to investors and analysts as they evaluate our performance. Adjusted EBITDA is defined as net income (loss) adjusted to exclude, or otherwise reflect, interest expense, interest income, income tax expense, depreciation and amortization, credit agreement amendment fees, goodwill impairment, long-lived asset impairment, net (gain) loss on sale and disposition of property and equipment, loss on debt extinguishment, acquisition and integration costs, system deployment costs, strategic initiative costs, indemnification asset adjustments, Tax Receivable Agreement liability remeasurements and stock-based and other non-cash compensation expense (benefit). Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margin should not be considered alternatives to net income (loss) or net income (loss) margin, respectively, as determined in accordance with GAAP. Management believes that the exclusion of the above-described items from net income (loss) in the presentation of the non-GAAP measures identified above enables us and our investors to more effectively evaluate our operations period over period and to identify operating trends that might not be apparent due to, among other reasons, the variable nature of these items, both in value and frequency, period over period. In addition, management believes these measures may be useful for investors in comparing our operating results with those of other companies.

Net leverage is defined as net debt of Legence divided by Adjusted EBITDA of Legence, and adjusted net leverage is defined as net debt of Legence divided by LTM combined adjusted EBITDA. Net debt includes total balance sheet debt, excluding finance lease liabilities, less cash and cash equivalents. LTM combined adjusted EBITDA is the sum of (1) adjusted EBITDA of Legence for the 12-month period ended September 30, 2026 (or “Legence LTM adjusted EBITDA”) and (2) EBITDA of Bowers for the three month period ended December 31, 2025 (“Bowers EBITDA”), which is based on certain unaudited financial information of Bowers for the three months ended December 31, 2025. Bowers EBITDA is defined as net income, plus depreciation and amortization, interest income and income tax expense. The Company believes these non-GAAP measures are useful to investors as they provide alternative information that management believes to be useful in assessing (including, in the case of adjusted net leverage, on a combined basis giving effect to the Bowers acquisition) our ability to meet our payment obligations in addition to considering the absolute amount of our debt.

The following table provides a reconciliation (the “Legence adjusted EBITDA Reconciliation”) of our net income (loss), the most directly comparable financial measure presented in accordance with GAAP, to Adjusted EBITDA, and a calculation of Adjusted EBITDA Margin for the periods indicated (in thousands):

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
  Year
Ended
December
31,
  Twelve
Months
Ended
September
30,
    2026       2025       2026       2025       2025       2026  
Net income (loss) $  133,877     $  379     $  116,707     $  (22,629 )   $  (77,303 )   $  62,033  
Interest expense    16,477        28,183        50,388        88,228        101,778        63,938  
Interest income    (2,505 )      (1,069 )      (5,739 )      (2,588 )      (4,488 )      (7,639 )
Income tax expense    19,782        4,078        17,492        13,662        22,161        25,991  
Depreciation and amortization    44,417        27,490        130,883        85,611        114,288        159,560  
Credit agreement amendment fees(1)    —        64        5,257        2,990        6,302        8,569  
Goodwill impairment    —        —        21,586        —        24,966        46,552  
Long-lived asset impairment    —        —        19,491        —        2,415        21,906  
(Gain) loss on sale of property and equipment   (116 )     21       (298 )     (199 )     (326 )     (425 )
Loss on debt extinguishment   —       5,685       13       5,685       6,651       979  
Acquisition and integration costs(2)   509       1,169       12,622       2,935       8,436       18,123  
System deployment costs(3)   —       —       —       2,140       2,140       —  
Strategic initiative costs(4)   —       4,181       2,711       14,128       17,092       5,675  
Indemnification asset adjustments(5)   (112 )     —       (310 )     —       3,796       3,486  
Tax Receivable Agreement liability remeasurements(6)   —       —       (161 )     —       2,914       2,753  
Stock-based and other non-cash compensation expense (benefit)(7)   (35,321 )     18,640       79,036       21,881       68,003       125,158  
Adjusted EBITDA $ 177,008     $ 88,821     $ 449,678     $ 211,844     $ 298,825     $ 536,659  
Net income (loss) margin   10.2 %     0.1 %     3.2 %   (1.2)%   (3.0)%     1.4 %
Adjusted EBITDA margin   13.5 %     12.5 %     12.5 %     11.7 %     11.7 %     12.3 %

 

(1 ) Represents costs incurred in connection with our debt refinancings in each of the periods presented.
(2 ) For the three months ended September 30, 2026, $0.5 million relates to acquisition costs recorded in acquisition-related costs in the Condensed Consolidated Statements of Operations. For the three months ended September 30, 2025, $0.8 million relates to acquisition costs recorded in acquisition-related costs, and $0.4 million relates to acquisition integration costs recorded in selling, general and administrative costs in the Condensed Consolidated Statements of Operations. For the nine months ended September 30, 2026 and 2025, the figures include $12.3 million and $1.0 million, respectively, of acquisition costs recorded in acquisition-related costs and $0.3 million and $1.9 million, respectively, of acquisition integration costs recorded in selling, general and administrative costs in the Condensed Consolidated Statements of Operations.
(3 ) Represents consulting and initial upfront costs associated with implementing and optimizing certain enterprise resource planning systems.
(4 ) Represents (i) consulting, legal, accounting, and other expenses in connection with non-recurring extraordinary company transactions, including fees related to our IPO that did not meet the requirements to be deferred issuance costs and (ii) consulting, legal, accounting, and other expenses in connection with secondary offerings conducted on behalf of our selling shareholders.
(5 ) Represents adjustments to an indemnification asset related to unrecognized tax benefits acquired in a prior acquisition recorded in Other income, net in the Condensed Consolidated Statements of Operations and is fully offset in Income tax expense (benefit) in the Condensed Consolidated Statements of Operations.
(6 ) Tax Receivable Agreement liability remeasurements are recorded in Other income, net in the Condensed Consolidated Statements of Operations.
(7 ) Includes compensation (benefit) expense relating to legacy Series A Interests and Restricted Series C Interests as well as RSUs, stock options, and the ESPP.

The following table provides a reconciliation (the “Bowers EBITDA Reconciliation”) of net income of Bowers, the most directly comparable financial measure presented in accordance with GAAP, to Bowers EBITDA for the three months ended December 31, 2025:

($ in thousands) Three Months
Ended December
31, 2025
Net Income $ 22,031  
Interest Income   (608 )
Income Tax Expense   992  
Depreciation and Amortization   442  
EBITDA $ 22,857  

The following table, taken together with the Legence adjusted EBITDA Reconciliation and the Bowers EBITDA Reconciliation, presents the calculation of LTM combined adjusted EBITDA:

($ in thousands) Nine Months Ended
September 30, 2026
  Three Months Ended
December 31, 2025
  Twelve Months Ended
September 30, 2026
Legence Adjusted EBITDA $ 449,678   $ 86,981   $ 536,659
Bowers EBITDA       22,857     22,857
LTM combined adjusted EBITDA         $ 559,516

The following table presents the calculation of net leverage and adjusted net leverage:

($ in thousands) September 30,
2026
Cash and cash equivalents $ 340,778
   
Term Loan $ 990,301
Notes Payable   29,369
Total Debt(1) $ 1,019,670
   
Net Debt(1) $ 678,892
   
Legence LTM adjusted EBITDA $ 536,659
   
Net Leverage   1.3
   
LTM combined adjusted EBITDA(2) $ 559,516
   
Adjusted Net Leverage   1.2

 

(1 ) Excludes approximately $16.5 million of finance leases in September 30, 2026
(2 ) Represents the sum of (a) Adjusted EBITDA of Legence for the 12-month period ended September 30, 2026 and (b) EBITDA of Bowers for the three month period ended December 31, 2025


Adjusted Gross Profit and Adjusted Gross Margin

Adjusted Gross Profit is a financial measure not presented in accordance with GAAP but is intended to provide useful and supplemental information to investors and analysts as they evaluate our performance. Gross profit is defined as revenue less cost of revenue services. Adjusted Gross Profit is defined as gross profit adjusted to exclude compensation related to legacy Series A Interests and Restricted Series C Interests, where the payment of this expense is borne by entities outside of Legence Adjusted Gross Profit should not be considered an alternative to gross profit that is derived in accordance with GAAP. Adjusted Gross Margin is defined as Adjusted Gross Profit divided by revenue. Management believes that the exclusion of the above-described items from gross profit in the presentation of the non-GAAP measure identified above enables us and our investors to supplement the evaluation of our operations period over period and to identify operating trends that might not otherwise be apparent due to, among other reasons, the variable nature of these items, both in value and frequency, period over period. In addition, management believes this measure may be useful for investors in comparing our operating results with those of other companies.

The following table provides a reconciliation of our gross profit, the most directly comparable financial measure presented in accordance with GAAP, to Adjusted Gross Profit for the periods presented herein (in thousands) and our Adjusted Gross Margin for the same periods:

  Three Months Ended
September 30,
    2026       2025  
Gross Profit      
Engineering & Consulting Segment $ 71,723     $ 67,326  
Installation & Maintenance Segment   203,776       80,733  
Consolidated $ 275,499     $ 148,059  
       
Non-GAAP Adjustments:      
Compensation related to legacy Series A Interests and Restricted Series C Interests(1)      
Engineering & Consulting Segment $ (5,171 )   $ 2,244  
Installation & Maintenance Segment   (3,702 )     1,600  
Consolidated $ (8,873 )   $ 3,844  
       
Non-GAAP Adjusted Gross Profit:      
Engineering & Consulting Segment $ 66,552     $ 69,570  
Installation & Maintenance Segment   200,074       82,333  
Consolidated $ 266,626     $ 151,903  
       
Non-GAAP Adjusted Gross Margin:      
Engineering & Consulting Segment   33.3 %     32.8 %
Installation & Maintenance Segment   18.0 %     16.6 %
Consolidated   20.3 %     21.5 %

 

(1) Represents the portion of compensation related to legacy Series A Interests and Restricted Series C Interests paid for by entities outside of Legence and recorded in cost of revenue in the Condensed Consolidated Statements of Operations. Figures exclude the portion of stock-based compensation expense related to restricted stock units and other equity awards issued by Legence.

Backlog and Awarded Contracts and Book-to-Bill Ratio

We believe that backlog and awarded contracts and book-to-bill ratio enable us to more effectively forecast our future results and working capital needs, as well as better identify future operating trends that may not otherwise be apparent. Backlog represents, as of any date of determination, the expected revenue values of the remaining performance obligations under our contracted fixed-price projects. Awarded contracts represents, as of any date of determination, the expected revenue values of projects awarded to us following a request for proposals but for which a formal contract has not yet been signed. We calculate our book-to-bill ratio by taking our additions to backlog and awarded contracts, excluding additions that were attained through acquisition, for the period, and dividing it by revenue from fixed-price contracts for the same period. Given that backlog and awarded contracts and book-to-bill ratio are operational measures and that our methodology for calculating each such measure does not meet the definition of a non-GAAP financial measure, as that term is defined by the SEC, a quantitative reconciliation for each is not required or provided.


1 Excludes impact of approximately $322.7 million of third quarter 2026 revenues from Bowers. Revenue growth (excluding Bowers) is a non-GAAP financial measure. See the section titled “Non-GAAP Financial Measures” for more information.
2 Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure are included in the section titled “Non-GAAP Financial Measures.”
3 Excludes impact of approximately $322.7 million of third quarter 2026 revenues from Bowers. Revenue growth (excluding Bowers) is a non-GAAP financial measure. See the section titled “Non-GAAP Financial Measures” for more information.
4 Total debt defined as Term Loan balance of $990.3 million and Notes Payable balance of $29.4 million.

Zgounder 2026 silver production guidance narrowed to 5.6–5.8 million ounces, raising the low end of the prior 5.2–5.8 million ounce range

MONTREAL, Nov. 12, 2026 (GLOBE NEWSWIRE) — Aya Gold & Silver Inc. (TSX: AYA; NASDAQ: AYA) (“Aya” or the “Company”) today announced its financial and operational results for the third quarter ended September 30, 2026. All amounts are in U.S. dollars unless otherwise noted.

Q3-2026 Highlights

Financial Highlights

  • Revenue of $103M, up 90% year-over-year (“YoY”), on 1.7 million silver equivalent ounces (“Moz AgEq”) sold, reflecting a higher average net realized AgEq price and higher ounces (“oz”) sold. Ounces produced exceeded ounces sold due to the timing of sales.
  • Average net realized price of $69.32 per Ag oz at Zgounder and $34.72 per AgEq oz at the Boumadine pyrite reclaim operation1 ($59.50/oz on a consolidated basis, up 49% YoY).
  • Net income of $35M, up 182% YoY.
  • Operating cash flow of $48M, up 115% YoY on higher net income, partially offset by working capital investments, mainly related to inventories (ore stockpiles, silver in circuit and silver ingots).
  • Silver inventory from the Zgounder operation represented 383,757 oz at quarter-end, compared to 212,516 oz at the end of Q2-2026, reflecting the timing of sales.
  • Cash and cash equivalents of $184M, compared to $136M as at December 31, 2025. This excludes $16M of restricted cash.

Operational Highlights

  • Consolidated production of 2.0 Moz AgEq, up 51% YoY, including 1.5 Moz Ag and 0.5 Moz AgEq2 respectively from the Zgounder Silver Mine (“Zgounder”) and the Boumadine pyrite reclaim operation.
  • Cash costs4 of $17.53/oz Ag sold at Zgounder, down 16% YoY on operational efficiencies and optimization, and $10.42/oz AgEq2,4 from the Boumadine pyrite reclaim operation ($15.51/oz AgEq sold on a consolidated basis, down 25% YoY and down 8% quarter-over-quarter (“QoQ”)).
  • Record processing rate at Zgounder averaging 4,096 tonnes per day (“tpd”), representing a 23% increase YoY and 5% increase QoQ; combined mill recovery averaged 92.0%.
  • Mining rate averaging 4,746 tpd for the combined open pit and underground operations.
  • Production guidance: Consolidated 2026 silver equivalent production is expected to be 6.6-6.8 million ounces (“Moz”) including 5.6-5.8 Moz from Zgounder, with the low end raised compared to prior Zgounder guidance of 5.2-5.8 Moz3. Full-year cash costs at the Zgounder Silver Mine are expected to remain below guidance of $21.50/oz.

Corporate Highlights

  • Aya expanded its exploration footprint in Morocco by about 50% to over 1,200 km² with the addition of the Anti-Atlas exploration portfolio and the Tizi copper-silver portfolio near Zgounder, broadening its exposure to precious, base and critical metals.
  • 2026 infill drilling target at Boumadine achieved ahead of year-end, with 181,685 m completed to date; full-year drilling now expected to exceed plan.
  • Announced an updated Mineral Resource Estimate (“MRE”) and Preliminary Economic Assessment for the Boumadine Project5 (the “2026 PEA”) outlining an after-tax Net Present Value discounted at 5% (“NPV5%”) of $3.5B, a 93% after-tax internal rate of return (“IRR”) and a mine life of 14 years.

Cautionary statement: Readers are cautioned that the 2026 PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the 2026 PEA will be realized.

“Q3 was another record quarter for Aya, with Zgounder and the Boumadine reclaim operation each achieving their highest production to date,” said Benoit La Salle, President & CEO. “Our optimization initiatives are paying off, delivering more scale, lower cash costs and solid cash flow. On the strength of year-to-date performance, we are raising the low end of our 2026 production guidance at Zgounder to 5.6–5.8 million ounces of silver, up from 5.2–5.8 million ounces, and we are set for a strong finish to the year.”

“We also advanced our growth strategy. The updated MRE and PEA for Boumadine show stronger economics and a longer mine life, and we announced several transactions to expand and optimize our Moroccan portfolio. Together, these achievements demonstrate our ability to execute across all pillars of our strategy — development, exploration and production — strengthening our platform for continued growth and long-term value creation.”

Financial Review

Revenue totaled $103M in Q3-2026, up 90% YoY, reflecting a higher average net realized price of $59.50/oz AgEq (up 49%), and higher consolidated ounces sold of 1.7 Moz AgEq (up 27%), primarily driven by the Boumadine reclaim operation. Combined with lower consolidated cash costs of $15.51/oz AgEq (down 25% YoY), this resulted in operating income of $59M, an increase of 292% YoY. General and administrative expenses increased compared to Q3-2025, reflecting higher professional fees related to the previously disclosed litigation6 as well as costs associated with the Company’s U.S. listing and reporting requirements.

Net income increased to $35M, up 182%. Net income attributable to Aya shareholders was $33.5M (basic EPS of $0.23; diluted EPS of $0.22).

Aya generated $48M in cash flow from operating activities in the third quarter including $54M before changes in working capital. Exploration expenditures of $18M focused on the infill drilling program to support the Boumadine feasibility study, and $6M was invested in capital projects at Zgounder. These projects included completion of the Zgounder Tailings Storage Facility (“TSF”), which became fully operational in the quarter. Underground development also continued to advance: completion of the Level 1825 exploration drift during the quarter advanced access for exploration at depth of the current resource and west of the Zgounder Fault. Drilling from the drift began in early October 2026 on the eastern portion, with drilling west of the Zgounder Fault to follow. The quarter ended in a strong financial position, including $184M in cash and cash equivalents and $16M of restricted cash.

Financial Highlights (in thousands of US$, except per share amounts)

  Q3-2026   Q3-2025   YoY Change YTD-2026   YTD-2025   YTD Change
Revenue – Silver (D)* 86,174   54,337   59% 291,269   126,783   130%
Revenue – Pyrite (E) 17,113   –   NM 26,086   –   NM
Revenues (F) 103,287   54,337   90% 317,355   126,783   150%
Cost of Sales (34,989 ) (32,971 ) 6% (101,886 ) (86,225 ) 18%
Gross Profit 68,298   21,366   220% 215,469   40,558   431%
Operating Income 59,472   15,171   292% 190,210   26,167   627%
Income before Income Taxes 54,888   16,221   238% 187,685   37,329   403%
Net Income 35,007   12,422   182% 118,572   27,994   324%
Operating Cash Flow 48,080   22,390   115% 166,652   38,099   337%
Cash and cash equivalents 183,791   129,184   42% 183,791   129,184   42%
Total Assets 731,824   585,036   25% 731,824   585,036   25%
Total Non-Current Financial Liabilities 43,585   84,610   (48) % 43,585   84,610   (48) %
Working Capital7 153,663   96,147   60% 153,663   96,147   60%
EPS            
Income Per Share (EPS) – Basic 0.23   0.09   156% 0.81   0.21   286%
Income Per Share (EPS) – Diluted 0.22   0.09   144% 0.78   0.20   290%

*net of treatment, smelting, and refining costs
NM – Not Meaningful

Operational Review

Consolidated silver equivalent production reached 2.0 Moz AgEq, up 51% YoY, including 1.5 Moz of silver from Zgounder and 0.5 Moz AgEq2 from the Boumadine stockpile reclaim operation. Consolidated production was up 21% QoQ.

Zgounder Silver Mine

Zgounder produced 1.5 Moz of silver in Q3-2026, an increase of 11% YoY, mainly driven by higher mill throughput from continued optimization initiatives, including the additional crushing capacity provided by a contractor. Reported production excludes 138,100 oz of silver cement in inventory not yet smelted at quarter-end. Cash costs per silver ounce sold4 of $17.53 decreased 16% from Q3-2025, driven by higher mill throughput and efficiencies from optimization initiatives.

During the quarter, the mill processed 376,863 tonnes (“t”) of ore (4,096 tpd), while maintaining strong mill availability and metallurgical recovery. The total mining rate for the quarter averaged 4,746 tpd, for a total of 436,632 tonnes of ore mined, growing the stockpile 16% QoQ to 434,538 t and providing flexibility to sustain mill feed through planned open-pit pushbacks starting toward the end of 2026 and continuing through 2027, as well as underground development.

With the TSF completed in early Q3-2026, waste haulage has returned to normal operations, allowing the strip ratio to return to planned levels.

Boumadine Pyrite Reclaim Operation

During Q3-2026, the material reclaimed contained 4,300 oz of gold and 244,875 oz of silver, representing 536,879 oz AgEq (Au:Ag ratio of 68:1)2. Material reclaimed and crushed totaled 49,890 t, up 191% QoQ, reflecting a more normalized operating run rate, following weather-related disruptions in the first half of the year. Bulk shipments of pyrite were introduced in the quarter as planned and accounted for most sales, with containerized shipments continuing. Pyrite sales remain on track to meet guidance.

The reclamation and sale of the historical pyrite stockpile at Boumadine, announced on November 19, 2025, is expected to be of limited duration, lasting approximately 20 to 24 months from that date, or until the stockpile is depleted. The overall Boumadine polymetallic project remains at the exploration and evaluation stage and is not in commercial production.

Operational Highlights

  Q3-2026   Q2-2026   QoQ
Change
Q3-2025   YoY
Change
YTD-2026   YTD-2025   YTD
Change
Zgounder                
Ore Mined (tonnes) 436,632   444,106   (2) % 215,405   103% 1,292,504   651,354   98%
Average Grade Mined (g/t Ag) 143   137   4% 142   1% 138   144   (4) %
Ore Processed (tonnes) 376,863   353,888   6% 305,964   23% 1,057,700   829,178   28%
Average Grade Processed (g/t Ag) 146   141   4% 146   -% 143   149   (4) %
Combined Mill Recovery (%) 92.0 % 91.2 % 0.8% 92.5 % (0.5) % 90.9 % 87.4 % 3.5%
Milling Operations (tpd) 4,096   3,889   5% 3,326   23% 3,874   3,037   28%
Silver Produced (oz) 1,497,749   1,489,526   1% 1,346,882   11% 4,252,287   3,457,851   23%
Silver Sold (oz) (A) 1,243,092   1,322,585   (6) % 1,363,511   (9) % 3,941,606   3,567,325   10%
Cash Costs per Silver Ounce Sold4 17.53   17.69   (1) % 20.79   (16) % 17.97   20.38   (12) %
Average Net Realized Silver Price ($/oz) (D/A) 69.32   68.29   2% 39.85   74% 73.90   35.54   108%
Boumadine Reclaim Operations                
Pyrite reclaimed (tonnes) 49,890   17,153   191% –   NM 88,856   –   NM
Average Grade Processed (g/t Ag) 151   179   (16) % –   NM 164   –   NM
Average Grade Processed (g/t Au) 2.61   2.43   7% –   NM 2.55   –   NM
Silver Produced (oz) 244,875   100,721   143% –   NM 473,002   –   NM
Gold Produced (oz) 4,300   1,414   204% –   NM 7,471   –   NM
Silver Equivalent Produced (oz) 536,879   187,784   186% –   NM 952,465   –   NM
Silver Equivalent Sold (oz) (B) 492,932   184,536   167% –   NM 727,899   –   NM
Cash Costs per Silver Equivalent Ounce Sold2,4 10.42   10.58   (2) % –   NM 10.56   –   NM
Average Net Realized Silver Equivalent Price ($/oz) (E/B) 34.72   35.08   (1) % –   NM 35.84   –   NM
Consolidated Operations                
Silver Equivalent Produced Consolidated (oz) 2,034,628   1,677,310   21 1,346,882   51 5,204,752   3,457,851   51
Silver Equivalent Sold Consolidated (oz) (C) 1,736,024   1,507,121   15 1,363,511   27 4,669,505   3,567,325   31
Average Net Realized Silver Equivalent Price ($/oz) (F/C) 59.50   64.22   (7) % 39.85   49 67.96   35.54   91
Cash Costs per Silver Equivalent Ounce Sold2,4 15.51   16.82   (8) % 20.79   (25) % 16.82   20.38   (17) %

NM – Not Meaningful

2026 Development and Exploration

Zgounder

At Zgounder, Aya drilled 7,580 m in Q3-2026, bringing year-to-date drilling to 17,858 m, about 60% of the 2026 plan. Near-mine drilling continued to confirm strong continuity of high-grade silver mineralization, with intercepts including 3,501 g/t Ag over 3.5 m in the central area, as reported in the Company’s September 16, 2026 press release. Following completion of the Level 1825 exploration drift, drilling of the eastern portion began in early October 2026, with drilling west of the Zgounder Fault to follow.

Boumadine

As of October 31, 2026, drilling at Boumadine reached 181,685 m, exceeding the 2026 infill drilling target of 180,000 m. Drilling continued to confirm the continuity and high-grade nature of the Boumadine Main Trend. This trend is the backbone of the deposit that forms the foundation of the 2026 PEA. Notable drill results during the quarter include 392 g/t AgEq over 24.3 m (BOU-DD26-848) and 593 g/t AgEq over 15.2 m (BOU-DD26-883), as reported in the Company’s September 22, 2026 press release.

Corporate Developments and Subsequent Events

During and subsequent to the quarter, Aya continued to execute on its strategy to expand its footprint across Morocco’s most prospective mineral belts. In August, the Company acquired a 259 km² exploration portfolio comprising three projects in the Anti-Atlas region, adding exposure to precious, base and critical metals. On October 16, 2026, Aya completed the acquisition of a copper-silver portfolio of exploration permits and a mining license covering approximately 139 km² in the Tizi area, about 35 km west of the Zgounder Silver Mine. Together, these transactions strengthen Aya’s position around its core assets and broaden its exploration pipeline.

As part of optimizing its portfolio and focusing on core priorities, on November 4, 2026, Aya entered into a term sheet with Sama Resources Inc. (“Sama”) for the proposed sale of its Azegour project and the grant of a non-exclusive, perpetual license to certain geological and exploration data relating to its Moroccan properties, in exchange for an equity interest of approximately 19.11% in Sama.

For additional information, please refer to Aya’s press releases dated August 6, September 1, and November 5, 2026.

Q3-2026 Conference Call Details

Management will host a conference call today at 10 a.m. ET to discuss the results and provide a corporate update.

Participants may join the conference call via webcast or by dialing in as follows: https://edge.media-server.com/mmc/p/9dcwfxw6

Analyst instructions for obtaining conference call dial-in numbers:

  1. Click on the following call link and complete the online registration form https://register-conf.media-server.com/register/BI9679c1ebb97f49a0b09a9f894f87525d
  2. Upon registering, you will receive the dial-in info and a unique PIN to join the call as well as an email confirmation with the details.
  3. Select a method for joining the call: a) Dial-In: dial-in number and unique PIN are displayed to connect directly from your phone; or b) Call Me: Enter your phone number and click “Call Me” for an immediate callback from the system. The call will come from a US number.

Qualified Persons

The scientific and technical information contained in this press release has been reviewed and approved by David Lalonde, B.Sc., P.Geo., Executive Vice-President, Exploration, and Raphaël Beaudoin, P.Eng., Executive Vice-President, Operations of Aya, each of whom is a “Qualified Person” as defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

The NI 43-101 technical reports referenced herein are available under the Company’s profile on SEDAR+, on EDGAR, and on the Company’s website. For more information on the technical reports referenced herein, you may refer to the section “Technical Reports” below.

Technical Reports

The complete NI 43-101 Technical Report entitled “Updated Preliminary Economic Assessment for the Boumadine Polymetallic Project, Kingdom of Morocco” is available on Aya’s website, on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov).

The 2026 PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and, as such, there is no certainty that the 2026 PEA results will be realized.

Cautionary Note to Investors Regarding the Use of Mineral Resources and Mineral Reserves

The 2026 PEA is based on the updated mineral resource estimate for the Project, effective as of February 28, 2026, disclosed in a technical report titled “Updated Preliminary Economic Assessment for the Boumadine Polymetallic Project, Kingdom of Morocco” with an effective date of September 9, 2026, and filed on SEDAR+ and EDGAR on October 20, 2026.

The key assumptions, parameters and methods used to estimate the mineral resource estimate for the Boumadine project and the identification of known legal, political, environmental or other risks that could materially affect the potential development of the mineral resources are described in such technical reports.

Mineral resources are not mineral reserves and do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. There is no certainty that mineral resources will be converted to mineral reserves.

Cautionary Note to the United States Investors Concerning Estimates of Mineral Reserves and Resources

This press release has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ materially from the requirements of United States securities laws applicable to U.S. companies, including subpart 1300 of SEC Regulation S-K. Information concerning Aya’s mineral properties has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from SEC requirements applicable to domestic United States issuers. Accordingly, the disclosure in this press release regarding Aya’s mineral properties is not comparable to the disclosure of United States issuers subject to the SEC’s mining disclosure requirements.

About Aya Gold & Silver Inc.

Aya Gold & Silver is a Canadian precious metals mining company anchored in Morocco and active across the full mining value chain. The Company has established an exploration track record through a systematic, technology-led, data-driven approach and is focused on expanding its resource base and land package along the Anti-Atlas fault — one of Africa’s most geologically rich, underexplored and mining-friendly regions.

Aya operates Zgounder, a rare, silver-only mine, producing silver doré from its new processing facility. Aya’s growth pipeline includes the Boumadine polymetallic project, where feasibility study work is underway, and which hosts a sizable mineralized footprint, with potential for further discovery.

Led by a proven team of mining professionals, Aya is guided by a vision of responsible mining and is committed to delivering sustainable value for shareholders, employees and host communities.

For additional information, please visit Aya’s website at www.ayagoldsilver.com.

Or contact

Benoit La Salle, FCPA, MBA
President & CEO
benoit.lasalle@ayagoldsilver.com
Alex Ball
Executive Vice-President, Capital Markets
alex.ball@ayagoldsilver.com

Forward-Looking Statements

This press release contains “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws, and other statements that are not historical facts. Forward-looking statements are included to provide information about management’s current expectations, estimates and projections regarding Aya’s future growth and business prospects (including the timing and development of deposits and the success of exploration activities) and other opportunities as of the date of this press release.

All statements, other than statements of historical fact included in this press release, regarding the Company’s strategy, future operations, technical assessments, prospects, plans and objectives of management are forward-looking statements that involve risks and uncertainties. Wherever possible, words such as “aim”, “anticipate”, “assume”, “believe”, “estimate”, “expect”, “goal”, “guidance”, “intend”, “objective”, “plan”, “potential”, “strategy”, “target”, and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, or are “likely” to be taken, occur or be achieved, have been used to identify such forward-looking information. Forward-looking statements in this press release include, but are not limited to, statements with respect to: the Zgounder silver production guidance for 2026 being narrowed to 5.6–5.8 million ounces;  the Company’s expectation that the full-year cash costs at the Zgounder Silver Mine will remain below guidance; the Company’s expectations with regards to the full-year drilling operations at Boumadine exceeding the Company’s plans; continued optimization initiatives at Zgounder and their expected effects, including in terms of scale, cash costs, cash flow and silver production; the Company’s ability to execute across all pillars of its strategy demonstrated by the economics included in the updated MRE and PEA for Boumadine; the platform for continued growth of the Company and long-term value creation; the stockpile growth at Zgounder and the flexibility it provides the Company in terms of its ability to sustain mill feed through planned open-pit pushbacks starting toward the end of 2026 and continuing through 2027, as well as underground development; the Company’s ability to meet 2026 guidance with regards to the sale of pyrite; the expected duration of the reclamation and sale of the historical pyrite stockpile at Boumadine; the broadening of the Company’s exploration pipeline through completed transactions; the optimization of the Company’s portfolio through the anticipated transaction whereby it would acquire an equity interest of approximately 19.11% in Sama Resources Inc.; the Company’s operational outlook; the Company’s focus on expanding its resource base and land package on the Anti-Atlas fault; the feasibility study work underway at Boumadine; the potential for further discovery at Boumadine; the Company being guided by a vision of responsible mining; and the Company’s commitment to delivering sustainable value for shareholders, employees and host communities.

Forward-looking statements contained in this press release are based upon a number of factors, assumptions and information currently available to management that Aya believes to be reasonable at the time of the statements. Key assumptions upon which Aya’s forward-looking information is based include Aya’s ability to raise additional financing when needed and on reasonable terms; Aya’s ability to achieve current exploration, development and other objectives concerning Aya’s properties; Aya’s expectation that the current price and demand for gold and silver and other commodities will be sustained or will improve; Aya’s ability to obtain, maintain and renew requisite licenses, permits, and necessary governmental approvals; Aya’s ability to attract and retain key personnel; general business and economic conditions, including competitive conditions in the market in which Aya operates; Aya’s assumption that applicable tax rates and taxation regimes will remain substantially unchanged from current levels; Aya’s assumptions that interest rates indices will remain within ranges consistent with current levels; Aya’s assumptions with respect to the outcome of any ongoing litigation; the updated Boumadine preliminary economic assessment and the Boumadine feasibility study to be completed on the timeline anticipated; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; the Company’s ability to meet or achieve estimates, projections and forecasts; Aya’s assumption that current performance is sufficient to support the achievement of the 2026 guidance; the absence of force majeure events, including natural disasters, pandemics, geopolitical disruptions, wars or other extraordinary events, that could materially affect the Company’s operations or development plans; the availability of qualified contractors, equipment and supplies required to execute the Company’s operational, exploration and development plans; applicable laws and regulations remain substantially unchanged from those currently in effect in Canada and Morocco; Aya’s assumption that weather and environmental conditions at its operating sites will remain within ranges consistent with historical norms; the Company’s ability to meet current and future obligations; the availability and cost of inputs; foreign exchange rates; Aya’s expectation that the Company and Sama will negotiate and execute a definitive agreement on mutually acceptable terms and that they will have the ability to complete all pre-closing formalities in relation to the transaction, including receiving the required approvals from Canadian and Moroccan authorities permitting the completion of the transaction and other assumptions and factors generally associated with the mining industry.

Notwithstanding the foregoing, these forward-looking statements and underlying assumptions are inherently subject to significant business, economic and competitive uncertainties and contingencies which means that actual results, performance, prospects and opportunities in future periods can differ materially from those expressed or implied with such forward-looking statements. A number of factors could cause actual results, performance or achievements to differ materially from the results expressed or implied in the forward-looking statements. These factors include, without limitation, Aya’s ability to execute plans relating to its Zgounder Silver Mine and the Boumadine Project, including the timing thereof; risks and hazards associated with the business of mineral exploration, development, and mining, including environmental hazards, potential unintended releases of contaminants, industrial accidents, unusual or unexpected geological or structural formations, pressures, cave-ins, and flooding; risks related to Aya’s operations in Morocco; the speculative nature of mineral exploration and development; diminishing quantities or grades of mineral reserves as properties are mined; the inability to determine, with certainty, the production of metals and cost estimates, or the prices to be received before mineral reserves or mineral resources are actually mined; inadequate or unreliable infrastructure (such as roads, bridges, power sources and water supplies); fluctuations in forward markets for silver and other commodities (such as natural gas, fuel oil and electricity); restrictions on mining in the jurisdictions in which Aya operates; change of laws and regulations governing our operation, exploration, and development activities, including international laws and legal norms, such as those relating to Indigenous peoples and human rights; the Company’s ability to mitigate the risks pertaining to fund repatriation; expectations with respect to any future pandemics on our operations, and assumptions related thereto; Aya’s ability to attract and retain qualified employees and contractors; Aya’s ability to obtain, maintain and renew necessary permits and licenses in due time and under conditions acceptable for Aya; inherent risks associated with tailings facilities and agitated tank cyanide leaching operations, including failure or leakages; Aya’s growth strategy; Aya’s ability to obtain and maintain insurance; occupational health and safety risks; adverse publicity risks; third party risks; disruptions to Aya’s business operations; Aya’s reliance on technology and information systems; litigation risks; interest and exchange rates risks; tax risks; unforeseen expenses; public health crises; general economic conditions; commodity prices; gold and silver demand; volatility of share price; public company obligations; competition risk; policies and legislation; force majeure, including war or geopolitical disruption; climate risks; climate changes; weather disruptions; the effectiveness of our internal control over financial reporting; risks related to competition in the mining industry; changes in technology; risks associated with the use of artificial intelligence (AI); and other risks described in the Company’s documents filed with securities regulatory authorities. Further information with respect to these and other risks can be found in the “Risks and Uncertainties” section of the MD&A, and in other filings with the securities regulatory authorities, including the “Risk Factors” set forth in the Company’s most recent Annual Information Form, available on SEDAR+ and on EDGAR.

These factors are not intended to represent a complete list of the factors that could affect Aya. These factors should be considered carefully and prospective or existing investors should not place undue reliance on any forward-looking statements contained in them.

Forward-looking statements and other information contained herein concerning, among other things, mineral exploration and management’s general expectations concerning the mineral exploration industry, are based on estimates prepared by management using data from publicly available industry sources as well as from market research and industry analysis as well as assumptions based on data and knowledge of the industry which management believes to be reasonable, including, among other things, the ability to obtain any requisite Moroccan governmental approvals, the accuracy of mineral reserve and mineral resource estimates, silver price, exchange rates, fuel and energy costs, future economic conditions and courses of action. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While management is not aware of any misstatements regarding any industry data presented herein, mineral exploration involves risks and uncertainties, and industry data is subject to change based on various factors. Readers are cautioned that the foregoing risk factors and assumptions are not exhaustive of all risk factors and assumptions which may have been used. In addition, statements relating to “reserves” or “resources” are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions, that the resources and reserves described can be profitably mined in the future.

All of the forward-looking statements made in this press release are qualified by these cautionary statements, and other cautionary statements or factors contained herein. Although Aya believes its expectations are based upon reasonable assumptions and has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. As such, these risks are not exhaustive; however, they should be considered carefully. If any of these risks or uncertainties materialize, actual results may vary materially from those anticipated in the forward-looking statements found herein. Due to the risks, uncertainties, and assumptions inherent in forward-looking statements, readers should not place undue reliance on forward-looking statements. Forward-looking statements contained herein are presented for the purpose of assisting investors in understanding Aya’s business plans, financial performance and condition, and may not be appropriate for other purposes.

The forward-looking statements and other information contained herein are made only as of the date hereof. Aya disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

The Company may elect to advance the development of a project before completing a feasibility study establishing mineral reserves and demonstrating the project’s economic and technical viability. Advancing a project without a feasibility study entails materially greater technical and economic risks, including greater uncertainty as to mineral recovery, capital and operating costs, production rates, mine design and the project’s overall economic viability. There can be no assurance that any project advanced on this basis will ultimately prove to be technically or economically viable or achieve the results anticipated by the Company.

Non-GAAP Measures

The Company has included certain non-GAAP financial measures and non-GAAP ratios in this press release, including “Cash costs per silver equivalent ounce sold” (“AgEq ounce”) and “Working capital”, to supplement its unaudited condensed interim consolidated financial statements, which are prepared in accordance with IFRS. The terms IFRS and generally accepted accounting principles (“GAAP”) are used interchangeably throughout this press release.

The Company believes that these measures, together with IFRS measures, provide investors with enhanced transparency and a better ability to evaluate the Company’s underlying operating performance and liquidity. Cash costs per silver equivalent ounce sold is a measure widely used in the mining industry as a performance benchmark. However, our non-GAAP measures do not have standardized meanings prescribed under IFRS and may not be comparable to similar measures reported by other companies. Accordingly, they should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Silver Equivalent Ounces Sold (“AgEq”)

Silver equivalent ounces are calculated by converting gold production into silver ounces using relative metal prices for the applicable reporting period. AgEq ounces allow the Company to present consolidated production and cost metrics on a comparable basis, as its operations may produce more than one metal.

AgEq ounces are provided for additional information purposes only.

Cash Costs per AgEq Ounce Sold

Cash costs per AgEq ounce sold is a non-GAAP measure used by management to monitor and evaluate operating performance at both the mine and consolidated levels, in conjunction with the most directly comparable IFRS measures where applicable.

This metric is widely reported in the mining industry as a benchmark for cost performance. Management and investors use it to assess the Company’s cost structure and operating efficiency, to compare operating performance with industry peers, and to evaluate the performance of individual mining operations within the Company’s portfolio.

Where applicable, cost metrics are calculated in a manner consistent with the guidelines published by the World Gold Council (“WGC”).

Cash Costs per AgEq Ounce Sold

Cash costs per AgEq ounce sold are calculated by:

  • Starting with cost of sales as reported in the consolidated statements of comprehensive income:
    • Excluding non-cash items of share-based payments expense, depreciation and depletion, and inventory write-downs included in cost of sales as these items do not reflect current period cash expenditures;
    • Adding treatment, smelting and refining costs as management believes these costs provide a more comprehensive representation of total cash costs associated with production; and
  • Dividing the resulting amount by the total AgEq ounces sold during the period.

Cash costs per AgEq ounce sold are intended to reflect the cash expenditures directly associated with production during the period and are used by management to evaluate the Company’s operating efficiency and cost performance.

  Three-month periods ended
  Nine-month periods ended
 
  September 30,
  September 30,
 
Zgounder Silver Mine – Morocco 2026   2025   2026   2025  
Cost of sales8 29,853   32,971   94,198   86,225  
Share-based payments expense (592 ) (262 ) (1,849 ) (837 )
Depreciation and depletion (7,755 ) (4,677 ) (22,356 ) (13,563 )
Inventory write-down –   –   –   (135 )
Treatment, smelting and refining costs9 280   314   849   995  
Operating cash costs (A) 21,786   28,346   70,842   72,685  
Total silver sales (oz) (B) 1,243,092   1,363,511   3,941,606   3,567,325  
Cash costs per silver ounce sold (A/B) 17.53   20.79   17.97   20.38  

  Three-month periods ended
  Nine-month periods ended
 
  September 30,
  September 30,
 
Boumadine Pyrite Reclaim Operations – Morocco 2026   2025   2026   2025  
Cost of sales8 5,136   –   7,688   –  
Operating cash costs (C) 5,136   –   7,688   –  
Total silver equivalent sales (oz of AgEq) (D) 492,932   –   727,899   –  
Cash costs per AgEq ounce sold (C/D)2 10.42   –   10.56   –  

  Three-month periods ended
  Nine-month periods ended
 
  September 30,
  September 30,
 
Combined projects – Morocco 2026   2025   2026   2025  
Cost of sales8 34,989   32,971   101,886   86,225  
Share-based payments expense (592 ) (262 ) (1,849 ) (837 )
Depreciation and depletion (7,755 ) (4,677 ) (22,356 ) (13,563 )
Inventory write-down –   –   –   (135 )
Treatment, smelting and refining costs9 280   314   849   995  
Operating cash costs (E) 26,922   28,346   78,530   72,685  
Total silver equivalent sales (oz of AgEq) (F) 1,736,024   1,363,511   4,669,505   3,567,325  
Cash costs per AgEq ounce sold (E/F) 15.51   20.79   16.82   20.38  


Working Capital

Working capital is a non-GAAP measure calculated as current assets less current liabilities, as presented in the consolidated statements of financial position. Management uses working capital to assess the Company’s short-term liquidity and its ability to meet its short-term obligations. The calculation of working capital is presented in the endnotes where the measure is disclosed in this press release. This measure does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other companies.

  1. As announced on November 19, 2025, the initiative is expected to continue for approximately 20–24 months from that date, or until the stockpile is depleted.
  2. Cash costs per AgEq ounce sold at Boumadine were negatively impacted by the lower gold-to-silver ratio compared to the production guidance assumption. As silver outperformed gold, the gold-to-silver ratio compressed, reducing reported AgEq ounces and increasing unit costs on an AgEq basis. The Company’s AgEq ounces for 2026 production guidance at Boumadine are calculated using an 80:1 Au:Ag ratio and assumed commodity prices of $50.00/oz silver and $4,000/oz gold, compared to an average realized ratio of approximately 68:1 during Q3-2026 and 64:1 year-to-date 2026. Had the 80:1 ratio been applied, reported AgEq production would have been approximately 52,011 ounces higher in Q3-2026 and 118,240 ounces higher during year-to-date 2026. This had no impact on Zgounder cash costs per AgEq ounce sold, as Zgounder production is entirely comprised of silver.
  3. 2026 guidance assumes a silver price of $50.00/oz, a gold price of $4,000/oz, a USD/CAD exchange rate of 1.40 and a USD/MAD exchange rate of 9.00. Silver equivalent ounces for production guidance purposes are calculated using an 80:1 Au:Ag ratio (see endnote 2). Consolidated guidance includes approximately 1.0 Moz AgEq from the Boumadine pyrite reclaim operation, as disclosed in the Company’s press release dated January 27, 2026.
  4. Non-GAAP Measures. These measures do not have standardized meanings under IFRS and may not be comparable to similar measures used by other issuers. Refer to the “Non-GAAP Measures” section in this press release for reconciliations and detailed descriptions of these measures.
  5. The overall Boumadine polymetallic project remains at the exploration and evaluation stage and is not in commercial production. For additional details on Aya’s 2026 PEA, refer to the Company’s press release dated September 9, 2026.
  6. The professional fees relate primarily to the Company’s previously disclosed litigation with Duro Felguera S.A. (“DF”) under the Engineering, Procurement and Construction agreements for the Zgounder plant expansion (“EPC Agreements”), including appeal proceedings in Spain and arbitration proceedings before the International Chamber of Commerce. See “Commitments and Contingency – Contingent Liability” in the Company’s Q3-2026 MD&A for additional information regarding these proceedings.
  7. Non-GAAP Measures, consisting of current assets of $306,812 less current liabilities of $153,149 (June 30, 2026, current assets of $286,306 less current liabilities of $141,535 and September 30, 2025, current assets of $196,495 less current liabilities of $100,348).
  8. As per note 10 of the Company’s Q3-2026 condensed interim consolidated financial statements (“FS”) for segment information.
  9. As per note 11 of the FS for treatment, smelting and refining costs reported as net of sales.

TURKIYE PETROLLERI ANONIM ORTAKLIGI SIGNING CEREMONY WITH BAKER HUGHES

TURKIYE PETROLLERI ANONIM ORTAKLIGI CEO CEM ERDEM AND BAKER HUGHES MANAGING DIRECTOR FOR NORTH GULF MARWA OMAR SIGNING THE AGREEMENT WEDENSDAY, NOVEMBER 11, IN ANTALYA, TURKEY, IN THE PRESENCE OF BAKER HUGHES CHAIRMAN AND CEO LORENZO SIMONELLI.
TURKIYE PETROLLERI ANONIM ORTAKLIGI CEO CEM ERDEM AND BAKER HUGHES MANAGING DIRECTOR FOR NORTH GULF MARWA OMAR SIGNING THE AGREEMENT WEDENSDAY, NOVEMBER 11, IN ANTALYA, TURKEY, IN THE PRESENCE OF BAKER HUGHES CHAIRMAN AND CEO LORENZO SIMONELLI.
  • Agreement includes roadmap for evaluating and developing next-generation enhanced geothermal systems (EGS) nationwide
  • Supports Türkiye’s dual ambitions to reduce emissions and strengthen domestic energy security

ANTALYA, Türkiye, Nov. 12, 2026 (GLOBE NEWSWIRE) — Baker Hughes (NASDAQ: BKR), an energy technology company, and Türkiye Petrolleri Anonim Ortaklığı (TPAO) announced Thursday an agreement to explore opportunities for enhanced geothermal systems (EGS), supporting Türkiye’s ambitions to scale lower carbon geothermal power generation and strengthen energy security. The agreement was signed during COP 31, the United Nations’ flagship climate conference, which is taking place this week in Antalya, Türkiye.

The agreement outlines a phased approach for industrializing next-generation geothermal development, which includes a country-wide assessment to evaluate EGS potential using data from TPAO and the General Directorate of Mineral Research and Exploration (MTA). Following this phase, Baker Hughes will support further derisking of the assets through evaluation of well locations and designs to assess their viability, followed by pilot drilling and, ultimately, commercial-scale EGS development.

“COP31 is an opportunity to move the conversation from ambition to action and demonstrate how our solutions can help deliver the reliable, lower-carbon energy our world needs,” said Baker Hughes Chairman and CEO Lorenzo Simonelli. “Enhanced geothermal systems have the potential to expand where geothermal energy can be developed, and our agreement with TPAO brings together the data, expertise and technology needed to advance that opportunity and unlock a new source of reliable, lower-carbon power that helps secure Türkiye’s future energy supply.”

With some of the world’s most favorable geologic conditions for geothermal, Türkiye ranks as Europe’s largest geothermal power producer and fourth globally, with installed capacity of approximately 1.8 gigawatts (GW). Today, its geothermal power comes from conventional resources. EGS could unlock new locations for development, helping Türkiye scale geothermal power and enable projects that deliver more reliable, baseload power to the grid.

Unlike conventional geothermal, which relies on naturally occurring water and steam reservoirs, EGS uses advanced technologies and water injection to create geothermal reservoir conditions in hot, dry rock deep underground, producing steam for power generation.

Baker Hughes is committed to advancing next-generation geothermal technologies, bringing together capabilities across subsurface evaluation, drilling, completions, power generation and digital.

About Baker Hughes
Baker Hughes (NASDAQ: BKR) is an energy technology company that provides solutions to energy and industrial customers worldwide. Built on a century of experience and conducting business in over 120 countries, our innovative technologies and services are taking energy forward – making it safer, cleaner and more efficient for people and the planet. Visit us at bakerhughes.com.

About TPAO
As Türkiye’s national oil company, Türkiye Petrolleri Anonim Ortaklığı (TPAO) has been conducting oil and natural gas exploration and production activities for over 70 years. With strong technical capabilities, extensive experience, and a skilled workforce, TPAO operates both onshore and offshore. With Türkiye at the heart of its operations, TPAO is active in 10 countries across three continents, from Russia to Somalia and Hungary to Iraq, contributing to Türkiye’s energy independence. Visit us at tpao.gov.tr.

For more information, please contact:

Media Relations

Baker Hughes
Kirk Eggleston
+1 346.521.8438
kirk.eggleston@bakerhughes.com

TPAO
TPAO Corporate Communication Department
+90 (312) 207 32 01
kurumsal@tpao.gov.tr

Investor Relations

Baker Hughes
Chase Mulvehill
+1 346-297-2561
investor.relations@bakerhughes.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/2724f280-bf37-4d08-a6fc-d99c8a906356

SAN DIEGO, Nov. 12, 2026 (GLOBE NEWSWIRE) — SOLV Energy, Inc. (“SOLV” or the “Company”) (Nasdaq: MWH), a leading provider of infrastructure services to the power industry, today announced financial results for the third quarter ended September 30, 2026.

Financial Summary

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in $ millions, unless noted otherwise) 2026   2025   2026   2025
Revenue $1,242   $753   $2,870   $1,697
Gross Profit1 $221   $148   $480   $320
Gross Margin (%)1 17.8%   19.7%   16.7%   18.9%
Net income2 $123   $70   $162   $114
               
Adjusted Gross Profit3 $215   $148   $484   $320
Adjusted Gross Margin (%)3 17.3%   19.7%   16.9%   18.9%
Adjusted EBITDA $173   $122   $383   $242
Adjusted EBITDA Margin (%) 13.9%   16.1%   13.3%   14.3%
               

1) Commencing in 2026, the Company classified certain annual incentive compensation within Cost of Revenue instead of Selling, General & Administrative Expense. This change affects the presentation of Gross Profit, Gross Margin and Adjusted Gross Margin but has no impact on Net Income, Adjusted EBITDA, or cash flows.
2) Represents Net Income before Non-Controlling Interest.
3) Adjusted Gross Profit and Adjusted Gross Margin exclude the impact of the allocation of non-cash compensation expense to cost of revenue.

Financial and Business Highlights

  • Trailing twelve-month safety metrics below industry benchmarks
  • Record financial performance during the first nine months of 2026, with revenue up 69% year over year
  • Total backlog as of September 30, 2026 of approximately $9.2 billion
  • Over 24 GW under contract for O&M services
  • Completed the acquisition of ASB energy services on October 30, 2026
  • Raising full-year 2026 financial guidance

“SOLV delivered another quarter of strong results, driven by continued execution across the business, our focus on safety, and the dedication of our employees,” said George Hershman, Chief Executive Officer of SOLV Energy. “With a growing backlog, momentum across our operations, and continued demand across our markets, we are raising our full-year guidance and remain focused on disciplined execution, responsible growth, and expanding the value we provide to our customers. We believe the strength of our backlog and the opportunities we see throughout the energy infrastructure lifecycle position us well as we look ahead to 2027.”

Results of Operations

Revenue for the third quarter of 2026 increased 65% year over year to $1,242 million, bringing year to date revenue to $2,870 million, or an increase of 69% year over year. This growth was primarily driven by both an increase in new construction activity and in existing infrastructure revenue.

Gross profit in the third quarter of 2026 was $221 million, bringing year to date results to $480 million. On an adjusted basis, or excluding non-cash compensation expense in cost of revenue, Adjusted Gross Profit was $215 million, bringing year to date 2026 results to $484 million.

Gross and Adjusted Gross Margin in the third quarter of 2026 were 17.8% and 17.3%, respectively, compared to 19.7% for both measures in the prior-year period. Through the first nine months of 2026, Gross and Adjusted Gross Margin were 16.7% and 16.9%, respectively, as compared to 18.9% for both measures in the prior year period.

Third quarter and nine months ending 2026 Gross and Adjusted Gross Margin variances year over year, primarily reflect the impact in 2025 from project performance and contingency release from later stage projects, the contribution of a significant repair job in 2025, and the classification change of both non-cash and annual incentive compensation expense from SG&A to Cost of Sales during 2026.

Net income was $123 million for the third quarter of 2026, compared with $70 million in the prior-year period. The increase primarily reflects higher operating income associated with revenue growth and lower interest expense following the repayment of term debt in connection with the February 2026 IPO. Net income year to date was $162 million, compared to income of $114 million in the prior-year period. Year to date net income reflects the benefit of higher operating income and lower interest expense, partially offset by an $11 million non-cash loss on extinguishment of the term debt repaid at the IPO and a $77 million one-time non-cash compensation charge related to the modification and accelerated vesting of legacy equity awards in connection with the IPO.

Adjusted EBITDA for the third quarter of 2026 was $173 million bringing year to date performance to $383 million, or 13.9% and 13.3% of revenue, respectively. See the reconciliation of net income to Adjusted EBITDA in the financial tables included in this press release.

Acquisition of ASB Energy Services

On October 30, 2026, SOLV completed the acquisition of ASB Energy Services, a Texas-based contractor specializing in substation foundations, civil construction and battery energy storage system infrastructure. The consideration for the acquisition included approximately $36.0 million in cash, net of cash acquired, and the issuance of 376,836 shares of Class A common stock. The addition of ASB Energy Services expands SOLV’s self-perform high-voltage construction capabilities and increases the Company’s presence in Texas and other high-growth regions. ASB serves customers across the data center, energy storage, renewable energy and industrial sectors and will operate as a SOLV Energy company.

Corporate Liquidity

SOLV ended the third quarter with approximately $609 million of liquidity, including $422 million of Cash and Cash Equivalents and $187 million of availability under the revolving credit facility after giving effect for approximately $13 million of outstanding letters of credit. Third quarter ending liquidity excludes the acquisition of ASB Energy Services as described above.

Financial Outlook

Based on strong year to date execution and the Company’s current expectations for the remainder of the year, SOLV is raising its full-year 2026 financial outlook.

The Company’s updated full-year 2026 financial guidance for the year ending December 31, 2026 is as follows:

(in millions, unless noted otherwise) Revised FY26 Guidance   Prior Guidance1
Revenue $4,030 – $4,120   $3,870 – $3,970
Adjusted Gross Profit2 $660 – $690   $620 – $660
Adjusted Gross Margin (%)2 16.4% – 16.7%   16.0% – 16.6%
Adjusted EBITDA $525 – $540   $485 – $505
Adjusted EBITDA Margin (%) 13.0% – 13.1%   12.5% – 12.7%
       

1) As previously presented on the Company’s second quarter 2026 earnings release on August 13, 2026
2) Adjusted Gross Profit and Adjusted Gross Margin exclude the impact of the allocation of non-cash compensation expense to cost of revenue

Conference Call and Webcast Information

Management will present results during a conference call today November 12, 2026, at 8:30 a.m. Eastern time.

A live webcast of the conference call, including presentation materials, can be accessed through the Company’s website at https://investors.solvenergy.com and clicking on “News & Events” under the Investor Relations section. The webcast will be archived on the site for those unable to listen in real time.

About SOLV

SOLV Energy (Nasdaq: MWH) is a leading provider of infrastructure services to the power industry, including engineering, procurement, construction, testing, commissioning, operations, maintenance and repowering. Since 2008, we have built over 24 GW of generating capacity. SOLV Energy also provides operations and maintenance (O&M) services to over 24 GW of generating capacity. In addition to EPC and O&M for utility-scale power plants and related T&D infrastructure, we offer large-scale repair, emergency response and repowering services and install end-to-end SCADA and network infrastructure solutions to maximize project performance and energy availability.

Forward-Looking Statements

This press release contains forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein. All statements other than statements of historical fact contained in this press release are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to any historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “outlook,” “potential,” “project,” “projection,” “plan,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other similar expressions. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed herein, in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, including “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our other filings with the SEC, accessible on the SEC’s website at www.sec.gov and the Investors Relations section of the Company’s website at https://investors.solvenergy.com/financial-information/sec-filings. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: a wide range of factors, many that are beyond our control, can impact the timing, performance or profitability of our projects, any of which can result in additional costs to us, reductions or delays in revenues, the payment of liquidated damages by us or project termination; our results of operations, financial condition and other financial and operational disclosures are based upon estimates and assumptions that may differ from actual results or future outcomes; changes in estimates related to revenues and costs associated with our contracts with customers could result in a reduction or elimination of revenues, a reduction of profits or the recognition of losses; backlog may not be realized or may not result in profits and may not accurately represent future revenue; the imposition of additional duties and tariffs and other trade barriers and retaliatory countermeasures implemented by the U.S. and other governments; our results of operations may vary significantly from quarter to quarter; the reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy and battery storage specifically; limitations on the availability or an increase in the price of materials, equipment and subcontractors that we and our customers depend on to complete and maintain projects; our business is labor-intensive, and we may be unable to attract and retain qualified employees or we may incur significant costs in the event we are unable to efficiently manage our workforce or the cost of labor increases; the loss, or reduction in business from, certain significant customers; many of our contracts may be canceled or suspended on short notice or may not be renewed upon completion or expiration, and we may be unsuccessful in replacing our contracts; we may fail to adequately recover on contract modifications against project owners for payment or performance; the nature of our business exposes us to potential liability for warranty, engineering and other related claims; during the ordinary course of our business, we are subject to lawsuits, claims and other legal proceedings, as well as bonding claims and related reimbursement requirements; we can incur liabilities or suffer negative financial or reputational impacts relating to health and safety matters; disruptions to our information technology systems or our failure to adequately protect critical data, sensitive information and technology systems; we have identified material weaknesses in our internal control over financial reporting and if our remediation of the material weaknesses is not effective, or if we otherwise fail to maintain effective internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations; any deterioration in the quality or reputation of our brands, which can be exacerbated by the effect of social media or significant media coverage; the loss of, or our inability to attract or keep, key personnel could disrupt our business; our inability to successfully execute our acquisition strategy; we may be unable to compete for projects if we are not able to obtain surety bonds, letters of credit or bank guarantees; we are generally paid in arrears for our services and may enter into other arrangements with certain of our customers, which could subject us to potential credit or investment risk and the risk of client defaults; insurance and claims expenses, as well as the unavailability or cancellation of third-party insurance coverage; our business and results of operations are subject to physical risks including those associated with climate change; our business is subject to operational hazards, including, among others, damage from severe weather conditions and electrical hazards, that can result in significant liabilities, and we may not be insured against all potential liabilities; increasing scrutiny and changing expectations from various stakeholders with respect to corporate sustainability practices may impose additional costs on us or expose us to reputational or other risks; our unionized workforce and related obligations; our inability to maintain, protect or enforce our rights in intellectual property; we may be subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies; we use artificial intelligence technologies in our business, and the deployment, use, and maintenance of these technologies involve significant technological and legal risks; negative macroeconomic conditions and industry-specific market conditions; fluctuations in economic, political, financial, industry and market conditions on a regional, national or global basis, including as a result of, among other things, inflationary pressure that impacts our costs associated with labor, equipment and materials, increased interest rates, default or threat of default by the U.S. federal government with respect to its debt obligations, U.S. government shutdowns, natural disasters and other emergencies (e.g., wildfires, weather-related events or pandemics), deterioration of global or specific trade relationships, or acts of war, including but not limited to conflicts in the Middle East, geopolitical conflicts and political unrest; projects in our industry can have long sales cycles requiring significant upfront investment of resources; our revenues and profitability can be negatively impacted if our customers encounter financial difficulties or file for bankruptcy or disputes arise with our customers; the highly competitive nature of our business; technological advancements in other forms of power generation could negatively affect our business; regulatory requirements applicable to our industry and changes in current and potential legislative and regulatory initiatives may adversely affect demand for our services; we are subject to complex federal, state and other environmental, health and safety laws and regulations that could adversely affect the cost, manner or feasibility of conducting our operations or expose us to significant liabilities; we are subject to various specific regulatory regimes and requirements that could result in significant compliance costs and liabilities; any actual or perceived failure to comply with new or existing laws, regulations or other requirements relating to the privacy, security and processing of personal information; changes in tax laws or our tax estimates or positions; failure to comply with anti-corruption, anti-bribery and/or international trade laws; violations of export control and/or economic sanctions laws and regulations to which we are subject and changes to U.S. foreign trade policy; immigration laws, including our inability to verify employment eligibility; our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly; our failure to comply with the covenants contained in the credit agreement could result in an event of default that could cause repayment of our debt to be accelerated; we may incur substantial additional indebtedness in the future and may not be able to generate sufficient cash to service such indebtedness, and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful; and the expenses that are required in order to operate as a public company could be material. For additional discussion of factors that could impact our operational and financial results, please refer to our filings with the SEC, accessible on the SEC’s website at www.sec.gov and the Investors Relations section of the Company’s website at https://investors.solvenergy.com/financial-information/sec-filings. The Company assumes no responsibility to update forward-looking statements made herein or otherwise. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements.

Non-GAAP Information

Included in this press release are certain financial measures, including EBITDA, Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin that are not required by or prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), and are designed to supplement, and not substitute, the Company’s financial information presented in accordance with GAAP. The Company’s board of directors, management and investors use EBITDA, Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin to assess the Company’s financial performance because such measures allow them to compare operating performance on a consistent basis across periods. The Company believes these measures provide investors with additional information regarding the factors and trends affecting its business and facilitate comparisons of operating performance across periods. The non-GAAP measures as defined by the Company may not be comparable to similar non-GAAP measures presented by other companies. The presentation of such measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that the Company’s future results, cash flows or leverage will be unaffected by other unusual or nonrecurring items. Please see the financial tables included with this press release for reconciliations thereof to the most directly comparable GAAP measures.

The Company does not reconcile its forward-looking non-GAAP financial measures to the corresponding GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information, such as provisions for income taxes necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot predict all of the components of the adjusted calculations and the GAAP measures may be materially different than the non-GAAP measures.

Investor Contact:

Mike Adams
InvestorRelations@solvenergy.com

Media Contact:

Ashley McCarthy
media@solvenergy.com

Supplemental Tables:

SOLV Energy, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
       
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in thousands, except share and per share amounts)   2026       2025       2026       2025  
Revenue $ 1,241,793     $ 753,067     $ 2,869,841     $ 1,696,866  
Cost of revenue   1,020,881       604,866       2,390,243       1,376,505  
Gross profit   220,912       148,201       479,598       320,361  
               
Selling, general and administrative expenses   61,735       50,522       225,759       127,749  
Amortization expense   17,016       14,879       49,176       42,415  
Total operating expenses   78,751       65,401       274,935       170,164  
Operating income   142,161       82,800       204,663       150,197  
               
Loss on debt extinguishment   —       —       10,688       –  
Interest expense   1,742       13,680       10,041       40,433  
Interest income   (1,840 )     (1,049 )     (5,133 )     (5,904 )
Other income, net   (1,507 )     (468 )     (4,107 )     (408 )
Income before income taxes   143,766       70,637       193,174       116,076  
Income tax expense   21,019       533       31,008       1,842  
Net income   122,747       70,104       162,166       114,234  
Net income (loss) attributable to non-controlling interests and LLC members prior to IPO   52,856       (3 )     78,663       586  
Net income attributable to SOLV Energy, Inc. $ 69,891     $ 70,107     $ 83,503     $ 113,648  
               
  Three Months Ended
September 30, 2026
  Period from
February 12, 2026 to

September 30, 2026
Net loss per share:              
Basic $ 0.55         $ 0.69      
Diluted $ 0.53         $ 0.66      
Weighted average shares outstanding:              
Basic   127,229,245           121,156,542      
Diluted   132,159,632           126,195,127      
                       

SOLV Energy, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
       
(in thousands, except share and per share amounts) September 30,
2026
  December 31,
2025
ASSETS      
Current assets:      
Cash and cash equivalents $ 422,132   $ 394,876
Accounts receivable, net   648,537     269,044
Contract assets   155,087     156,744
Capitalized project development costs   —     17,734
Prepaid and other current assets   77,262     60,887
Total current assets   1,303,018     899,285
Other assets:      
Property and equipment, net   133,115     106,383
Operating lease right-of-use assets   7,360     8,010
Goodwill   442,035     429,279
Intangible assets, net   340,102     362,390
Deferred tax assets   235,385     —
Other long-term assets   8,726     10,925
Total assets $ 2,469,741   $ 1,816,272
       
LIABILITIES AND STOCKHOLDERS’/MEMBER’S EQUITY      
Current liabilities:      
Accounts payable and accrued expenses $ 778,566   $ 562,218
Contract liabilities   322,833     308,619
Current portion of equipment financing   6,920     6,526
Current portion of lease liabilities   17,758     12,978
Current portion of long-term debt   —     2,498
Total current liabilities   1,126,077     892,839
Other liabilities      
Term debt, long term   —     391,988
Equipment financing, long-term   15,798     21,317
Lease liabilities, long-term   46,698     36,559
Tax receivable agreement   289,814     —
Other long-term liabilities   20,622     18,344
Total liabilities   1,499,009     1,361,047
       
Commitments and Contingencies – Note 12      
       
Member’s equity:      
Total member’s equity   —     452,195
Stockholders’ equity:      
Class A common stock, $0.0001 par value; 1,250,000,000 shares authorized, 131,067,175 shares issued and outstanding   14     —
Class B common stock, $0.0001 par value; 100,000,000 shares authorized, 71,326,624 shares issued and outstanding   7     —
Additional paid-in capital   525,907     —
Retained earnings   83,503     —
Total stockholders’ equity to SOLV Energy, Inc.   609,431     —
Non-controlling interest   361,301     3,030
Total member’s/stockholders’ equity   970,732     455,225
Total liabilities and stockholders’/member’s equity $ 2,469,741   $ 1,816,272
           

SOLV Energy, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
   
  Nine Months Ended
September 30,
(in thousands)   2026       2025  
Operating activities      
Net income $ 162,166     $ 114,234  
       
Adjustments to reconcile net income to net cash provided by operating activities      
Depreciation and amortization   77,622       63,247  
Non-cash compensation expense   77,249       2,871  
Loss on extinguishment of debt (non-cash portion)   6,676       –  
Write off of project development costs   4,265       6,967  
Tax receivable agreement liability adjustment   (3,680 )     –  
Other   (818 )     88  
Change in operating assets and liabilities   (146,208 )     (64,755 )
Cash flows provided by operating activities   177,272       122,652  
       
Investing activities      
Purchases of property and equipment   (27,017 )     (13,163 )
Cash paid for acquisitions, net of cash acquired   (37,104 )     (55,070 )
Cash flows used in investing activities   (64,121 )     (68,233 )
       
Financing activities      
Issuance of Class A common stock, net of underwriting discount   844,249       –  
Purchase of LLC Interests   (291,706 )     –  
Repayment of term debt   (405,203 )     (3,047 )
Payment of deferred acquisition consideration   (5,500 )     –  
Payment of offering costs   (6,496 )     –  
Proceeds on debt   –       32,500  
Payment of debt issuance costs   (2,800 )     (488 )
Payments for finance leases   (9,914 )     (6,726 )
Proceeds on equipment financing   –       14,500  
Payments on equipment financing   (5,125 )     (4,444 )
Distributions to members of SOLV Energy Holdings LLC   (203,400 )     (86,632 )
Cash flows used in financing activities   (85,895 )     (54,337 )
       
Increase in cash and cash equivalents   27,256       82  
Cash and cash equivalents, beginning of period   394,876       207,987  
Cash and cash equivalents, end of period $ 422,132     $ 208,069  
       
Supplemental cash flow information:      
Interest paid $ 9,238     $ 36,183  
Income taxes paid $ 16,073     $ 1,216  
       
Supplemental disclosure of non-cash investing and financing activities:      
Right-of-use assets obtained in exchange for lease liabilities $ 25,606     $ 10,283  
Deferred offering costs reclassified to additional paid-in-capital $ 11,052     $ –  
Contingent consideration recognized in connection with acquisition $ 8,335     $ –  
               

Reconciliation of Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
       
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in thousands, except for gross margin)   2026       2025       2026       2025  
Net income $ 122,747     $ 70,104     $ 162,166     $ 114,234  
Interest expense   1,742       13,680       10,041       40,433  
Interest income   (1,840 )     (1,049 )     (5,133 )     (5,904 )
Provision for income taxes   21,019       533       31,008       1,842  
Depreciation and amortization   27,133       22,129       77,622       61,892  
EBITDA   170,801       105,397       275,704       212,497  
Non-cash compensation expense   (2,421 )     899       77,249       2,871  
Gain on the disposal of property and equipment   (140 )     (260 )     (174 )     (257 )
Loss on the extinguishment of debt   —       —       10,688       —  
Change in the fair value of derivative   —       (33 )     (1 )     21  
Tax receivable agreement remeasurement   (1,252 )     —       (3,680 )     —  
Non-recurring private equity management fees, transaction, integration and transition costs, and other non-cash costs   5,892       15,529       23,090       26,720  
Adjusted EBITDA $ 172,880     $ 121,532     $ 382,876     $ 241,852  

(1) Consists of management fees paid to American Securities, that are no longer being incurred following the IPO date, one-time IPO related costs, non-recurring transaction and integration costs inclusive of deferred compensation or earn-out structures to employees of acquired businesses that are not related to normal course compensation and are conditioned on post-closing service obligations, and other non-cash or non-recurring expenses. We recorded management fees, including reimbursable expenses, of $— million and $0.8 million for the three months ended September 30, 2026 and 2025, respectively and $0.8 million and $2.7 million for the nine months ended September 30, 2026 and 2025. For the three months ended September 30, 2026, we recorded $5.3 million related to transaction and integration costs, and non-capitalized IPO related costs, and wrote-off $— million of capitalized development costs included in cost of revenue related to activity from the historical development business no longer in service, which were offset by miscellaneous immaterial adjustments. For the nine months ended September 30, 2026, we recorded $16.6 million related to transaction and integration costs, and noncapitalized IPO related costs, and wrote-off $5.2 million of capitalized development costs included in cost of revenue related to activity from the historical development business no longer in service, which were offset by miscellaneous immaterial adjustments. 
   

Reconciliation of Non-GAAP Financial Measures
Adjusted Gross Profit
       
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in thousands, except for gross margin) 2026   2025   2026   2025
Gross profit (GAAP)  220,912       148,201       479,598       320,361   
Non-cash compensation expense  (6,218 )    —       4,473       —   
Adjusted gross profit (Non-GAAP)  214,694       148,201       484,071       320,361   
Gross Margin % 17.8 %   19.7 %   16.7 %   18.9 %
Adjusted Gross Margin % 17.3 %   19.7 %   16.9 %   18.9 %

Presented updated Phase 1/2 data at ESMO Congress 2026 demonstrating a 72.2% objective response rate at the 32-week landmark and a favorable safety and tolerability profile for zolucatetide in desmoid tumors

Reached alignment with the U.S. FDA on dose, regimen and trial design for upcoming PEDESTAL Phase 3 registrational trial in desmoid tumors

Initiated a dose-ranging clinical study of zolucatetide in familial adenomatous polyposis (FAP)

Entered into a clinical collaboration with Revolution Medicines to evaluate zolucatetide in combination with zoldonrasib and cetuximab in patients with previously treated RAS G12D mutant microsatellite stable metastatic colorectal cancer (MSS CRC)

Ended the third quarter with $1.1 billion in cash, cash equivalents and marketable securities, expected to fund operations into 2030

CAMBRIDGE, Mass., Nov. 12, 2026 (GLOBE NEWSWIRE) — Parabilis Medicines (Nasdaq: PBLS), a clinical-stage biopharmaceutical company dedicated to creating extraordinary medicines for patients with serious diseases by unlocking historically undruggable targets, today reported financial results and business updates for the third quarter ended September 30, 2026.

“With each successive clinical update, we are building a stronger foundation for zolucatetide as a unique medicine with the potential to make a meaningful difference for patients across multiple diseases,” said Mathai Mammen, M.D., Ph.D., Chairman, Chief Executive Officer and President of Parabilis Medicines. “The updated results presented at ESMO further reinforce our confidence in the depth and consistency of desmoid tumor responses, alongside a favorable safety and tolerability profile. With our Phase 3 dosing, regimen and trial design aligned with the FDA, we are well positioned to initiate PEDESTAL in the first half of 2027, bringing us closer to delivering a potentially transformative treatment for patients with desmoid tumors.”

Dr. Mammen continued, “We are also continuing to deliver on zolucatetide’s potential to become a pipeline in a product, advancing development in FAP, adamantinomatous craniopharyngioma (ACP), hepatocellular carcinoma (HCC) and other Wnt-driven diseases, while pursuing a scientifically grounded combination approach in MSS CRC through our collaboration with Revolution Medicines. In parallel, we are selectively advancing a broader pipeline of programs against other historically undruggable targets. The progress across our portfolio continues to strengthen our conviction in the ability of our HeliconTM platform to repeatedly translate breakthrough science into medicines that can meaningfully improve patients’ lives.”

Recent Business Highlights and Anticipated Milestones

Continued Advancement of Zolucatetide

Desmoid tumors

  • Presented compelling clinical data from a June 22, 2026, data cut of the ongoing Phase 1/2 trial of zolucatetide at the European Society for Medical Oncology (ESMO) Congress 2026, demonstrating:  
    • An objective response rate (ORR) of 72.2% (13/18) among patients evaluable at the 32-week landmark who received a starting dose of ≥450 mg
    • A disease control rate (DCR) of 100%, with no disease progression, across all 46 response-evaluable patients receiving a starting dose of ≥450 mg
    • A favorable safety and tolerability profile now shown in 76 patients, with no treatment discontinuations due to treatment-related adverse events (TRAEs)
  • Reached alignment with the U.S. Food and Drug Administration (FDA) on a global Phase 3 trial design; plan to initiate the randomized, double-blind PEDESTAL Phase 3 registrational trial in the first half of 2027 with topline results anticipated in 2029
  • Selected for an oral presentation at the Connective Tissue Oncology Society (CTOS) Annual Meeting in November 2026, featuring data from the June 22, 2026, data cut
  • Initiated a Phase 1/2 clinical trial of zolucatetide in patients with desmoid tumors in China to support the planned inclusion of patients in China in the global PEDESTAL Phase 3 registrational trial

Familial adenomatous polyposis

  • Initiated a dose-ranging clinical cohort as part of the ongoing Phase 1/2 trial to evaluate zolucatetide in patients with FAP and identify the optimal dose and regimen
  • Anticipate disclosing translational data demonstrating on-target activity at a medical meeting in the first quarter of 2027
  • Anticipate disclosing clinical data from additional patients with FAP in the first quarter of 2027, building on compelling early observations of duodenal polyp reductions in two patients

Adamantinomatous craniopharyngioma

  • Anticipate disclosing updated clinical data from additional patients with ACP in the first half of 2027, building on encouraging early antitumor activity in three patients

Hepatocellular carcinoma and additional Wnt/β-catenin-driven tumors

  • Anticipate disclosing additional clinical data in HCC at a medical meeting in the first quarter of 2027, building on evidence of early activity in a heavily pretreated patient
  • Continue evaluating zolucatetide across additional Wnt/β-catenin-driven tumor types as part of the ongoing Phase 1/2 clinical trial

Clinical collaboration with Revolution Medicines in RAS G12D mutant MSS CRC

  • Entered into a clinical collaboration with Revolution Medicines (RevMed) to evaluate zolucatetide in combination with RevMed’s zoldonrasib, an investigational, oral RAS(ON) G12D-selective covalent tri-complex inhibitor, and cetuximab, an EGFR inhibitor, in patients with previously treated RAS G12D mutant MSS CRC; Parabilis will sponsor and conduct the study, with RevMed supplying zoldonrasib and equally sharing the costs of the trial
  • Supported by clinical translational data from the Phase 1/2 trial showing reciprocal upregulation of mitogen-activated protein kinase (MAPK) and downregulation of the Wnt pathway in patients with MSS CRC treated with zolucatetide, alongside a manageable safety and tolerability profile
  • Also supported by preclinical data showing enhanced tumor growth inhibition when zolucatetide was combined with zoldonrasib in a CRC patient-derived xenograft model

Advancement of the Helicon Platform and Discovery Pipeline

  • Continued advancing wholly owned preclinical programs, including ERG and allosteric ARON degraders in prostate cancer and a β-catenin degrader program, alongside ongoing research under the strategic collaboration with Regeneron to develop Antibody-Helicon Conjugates (AHCs) targeting intracellular proteins

Corporate Updates

  • Appointed Craig L. Tendler, M.D., to the Board of Directors in August 2026, bringing extensive oncology drug development and regulatory experience

Upcoming Investor Conferences

  • Announced that Mathai Mammen, M.D., Ph.D., Chairman, CEO and President, will deliver a company presentation at the Jefferies Global Healthcare Conference in London, UK, on Monday, November 16, 2026, at 12:30 p.m. GMT / 7:30 a.m. EST, and participate in a fireside chat at the Evercore ISI 9th Annual Healthcare Conference on Monday, November 30, 2026, at 3:50 p.m. EST; webcasts will be available at https://investors.parabilismed.com/

Third Quarter 2026 Financial Results

Cash position and runway: Cash, cash equivalents and marketable securities were $1.1 billion as of September 30, 2026, compared to $27.7 million as of December 31, 2025. The Company’s cash, cash equivalents and marketable securities as of September 30, 2026, are expected to fund operations into 2030.

Revenue: Revenues for the quarter ended September 30, 2026, were $2.1 million from collaboration agreements, compared to no revenue for the comparable prior-year period.

R&D expenses: Research and development expenses were $45.6 million for the quarter ended September 30, 2026, compared to $28.2 million for the comparable prior-year period. The increase of $17.4 million was primarily driven by ongoing investment in the clinical development of zolucatetide across a number of indications and increased employee-related costs (including stock-based compensation) associated with increased hiring to support the advancing clinical pipeline.

G&A expenses: General and administrative expenses were $11.3 million for the quarter ended September 30, 2026, compared to $6.6 million for the comparable prior-year period. The increase of $4.7 million was primarily attributable to higher employee-related costs (including stock-based compensation) related to increased hiring to support the Company’s growth as it advances its clinical programs and expenses associated with operating as a public company.

Net loss: Net loss was $44.5 million for the quarter ended September 30, 2026, compared to $33.5 million for the comparable prior-year period. The increase in net loss of $11.0 million was primarily driven by increased operating costs.

About Parabilis Medicines
Parabilis Medicines (Nasdaq: PBLS) is a clinical-stage biopharmaceutical company dedicated to creating extraordinary medicines for patients with serious diseases by unlocking biologically important targets long considered undruggable. The Company has pioneered a new class of alpha-helical peptides – Helicons™ – capable of modulating intracellular proteins that have historically been beyond the reach of conventional medicines. The Company’s lead investigational medicine, zolucatetide, is the first and only direct inhibitor of the β-catenin:TCF interaction, a central node in the Wnt/β-catenin pathway that has eluded drug developers for decades. Zolucatetide is being evaluated in the clinic across multiple Wnt/β-catenin-driven diseases, including desmoid tumors, familial adenomatous polyposis (FAP), adamantinomatous craniopharyngioma (ACP), hepatocellular carcinoma (HCC) and a range of other rare and common solid tumor indications. Beyond zolucatetide, Parabilis is pursuing a follow-on β-catenin degrader program and advancing additional Helicon-based programs focused on other challenging targets, including ERG and allosteric ARON in prostate cancer, where we believe our medicines could have life-altering impact. For more information, visit www.parabilismed.com or follow us on LinkedIn.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, but are not limited to, express or implied statements regarding: the clinical development of zolucatetide for the treatment of desmoid tumors, FAP, ACP, HCC, CRC and other rare, Wnt-driven tumors, including the initiation, timing, progress, results and future data releases of our ongoing and planned clinical trials; the expected initiation and timing of the Company’s planned Phase 3 registrational trial in desmoid tumors; the expected timing and results of the ongoing Phase 1/2 study in desmoid tumors; the expected enrollment and timing of certain clinical studies and patient cohorts in FAP, CRC and other Wnt-driven tumors; the expected timing and results of the Company’s preclinical development of its ERG degrader, ARON degrader and β-catenin degrader development candidates; the potential of the Company’s Helicon™ technology platform; expectations regarding the development of any future product candidates using the Company’s Helicon™ technology platform; expectations regarding the efficacy, tolerability and commercial potential of zolucatetide; and expectations for the Company’s uses of capital, expenses and financial results, including its cash runway into 2030.

Any forward-looking statements in this press release are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could negatively affect the Company’s business, operating results, financial condition and stock value. Factors that could cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release include, without limitation: risks relating to the Company’s research and development activities; the Company’s ability to execute on its strategy including obtaining the requisite regulatory approvals on the expected timeline, if at all; uncertainties relating to preclinical and clinical development activities; the Company’s dependence on third parties to conduct clinical trials, manufacture its product candidates and develop and commercialize its product candidates, if approved; the Company’s ability to attract, integrate and retain key personnel; risks related to the Company’s financial condition and need for substantial additional funds in order to complete development activities and commercialize a product candidate, if approved; risks related to regulatory developments and approval processes of the U.S. Food and Drug Administration and comparable foreign regulatory authorities; risks related to establishing and maintaining the Company’s intellectual property protections; and risks related to the competitive landscape for the Company’s product candidates; as well as other risks and uncertainties described in greater detail in “Risk Factors,” in the Company’s most recent Quarterly Report on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in the Company’s subsequent filings with the Securities and Exchange Commission. Any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing its views as of any subsequent date. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law, and claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Contacts

Media Contact
Jessica Freifeld
media@parabilismed.com

Investor Contact
Tom Kotarakos
investors@parabilismed.com

 Parabilis Medicines, Inc
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
             
    September 30,     December 31,  
    2026     2025  
Assets            
Current assets:            
Cash and cash equivalents   $ 521,198     $ 27,711  
Accounts receivable – related party     443       —  
Marketable securities     350,425       —  
Prepaid expenses and other current assets     6,953       1,647  
Total current assets     879,019       29,358  
Property and equipment, net     9,506       6,715  
Restricted cash     2,855       2,855  
Operating lease right-of-use assets     34,291       39,360  
Marketable securities, non-current     201,309       —  
Other assets     4,262       2,532  
Total assets   $ 1,131,242     $ 80,820  
Liabilities, convertible preferred stock and stockholders’ equity (deficit)            
Current liabilities:            
Accounts payable   $ 20,209     $ 17,272  
Accrued expenses and other current liabilities     24,012       18,630  
Operating lease liabilities, current portion     7,810       7,174  
Deferred revenue, current portion     13,544       —  
Finance lease liabilities, current portion     684       638  
Term loan, net of discount     2,000       13,077  
Total current liabilities     68,259       56,791  
Operating lease liabilities, net of current portion     30,381       36,341  
Finance lease liabilities, net of current portion     951       1,470  
Deferred revenue, net of current portion     27,304       —  
Other liabilities     —       2,742  
Total liabilities     126,895       97,344  
Commitments and contingencies            
Convertible preferred stock     —       509,971  
Stockholders’ equity (deficit):            
Preferred stock     —       —  
Common stock     12       —  
Non-voting common stock     —       —  
Additional paid-in capital     1,690,022       15,009  
Accumulated other comprehensive loss     (1,913 )     —  
Accumulated deficit     (683,774 )     (541,504 )
Total stockholders’ equity (deficit)     1,004,347       (526,495 )
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)   $ 1,131,242     $ 80,820  
                 

Parabilis Medicines, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share amounts)
(unaudited)
             
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2026     2025     2026     2025  
Revenue:                        
Collaboration revenue   $ 671     $ —     $ 819     $ —  
Collaboration revenue – related party     1,443       —       1,443       —  
Total revenue     2,114       —       2,262       —  
Operating expenses:                        
Research and development     45,597       28,199       122,727       92,230  
General and administrative     11,253       6,646       32,610       19,376  
Total operating expenses     56,850       34,845       155,337       111,606  
Loss from operations     (54,736 )     (34,845 )     (153,075 )     (111,606 )
Other income (expense):                        
Interest income     10,369       711       16,987       3,017  
Interest expense     (124 )     (398 )     (626 )     (1,193 )
Sublease income – related party     —       1,057       —       3,171  
Change in fair value of simple agreement for future equity     —       —       (5,556 )     —  
Total other income, net     10,245       1,370       10,805       4,995  
Net loss   $ (44,491 )   $ (33,475 )   $ (142,270 )   $ (106,611 )
Cumulative dividends on convertible preferred stock     —       (10,395 )     (32,181 )     (30,360 )
Deemed dividend upon down-round of convertible preferred stock     —       —       (7,875 )     —  
Net loss allocable to common stockholders   $ (44,491 )   $ (43,870 )   $ (182,326 )   $ (136,971 )
Net loss per share allocable to common stockholders, basic and diluted   $ (0.36 )   $ (21.66 )   $ (3.51 )   $ (67.78 )
Weighted average common shares outstanding, basic and diluted     123,593,149       2,025,284       51,962,288       2,020,689  
Comprehensive loss:                            
Net loss   $ (44,491 )   $ (33,475 )   $ (142,270 )   $ (106,611 )
Unrealized gains (losses) on marketable securities     (1,895 )     —       (1,913 )     (21 )
Comprehensive loss   $ (46,386 )   $ (33,475 )   $ (144,183 )   $ (106,632 )

Company Reports Record Q3 2026 Net Income of $39.6M and $48.7M Adjusted EBITDA(8)

Company Achieved +127% Quarter-over-Quarter Growth in Revenue and Gross Profit; +143% Quarter-over-Quarter Growth in Adjusted Gross Profit(1)

Scaling DeFi Businesses Generated ~3.6x Base Staking Yield in Q3

All Legacy Debt Retired and Share Repurchases Commenced

DALLAS, Nov. 12, 2026 (GLOBE NEWSWIRE) — Hyperion DeFi, Inc. (NASDAQ: HYPD) (“Hyperion DeFi” or the “Company”), the first U.S. publicly listed DeFi company building on Hyperliquid, today reported results for the third quarter ended September 30, 2026.

“We are pleased to report a third consecutive quarter of record Net Income and, importantly, our first quarter of breakeven-or-better core operating profit and cash flows, achieved one quarter ahead of our initial 2026 year-end target”, said Hyunsu Jung, CEO of Hyperion DeFi. Mr. Jung continued, “With our legacy debt now retired, share repurchases underway, and our core operations having achieved the inflection point we promised since day one, we continue to position ourselves as the premier institutional gateway to DeFi innovation as we deliver on our mission to revolutionize blockchain financial services.”

Q3’26, Q2’26, and Q3’25 Summary GAAP and Non-GAAP Financial Measures

(All Figures in $) Q3’26 Q2’26 Q3’25 Q-o-Q
Change
Y-o-Y
Change
GAAP          
Gross Profit 810,415   357,693   302,506   127 % 168 %
Selling, General and Administrative Expense 3,791,580   3,918,591   2,594,130   (3 %) 46 %
Net Operating (Income) Expenses (39,287,511 ) (30,650,049 ) (4,125,685 ) 28 % 852 %
Total Other Income (Expense), Net (512,539 ) (56,779 ) 2,197,391   803 % (123 %)
Net Income (Loss) 39,585,387   30,950,963   6,625,582   28 % 497 %
HYPE Digital Assets 108,784,402   74,119,231   37,954,590   47 % 187 %
Cash and Cash Equivalents 6,624,503   9,637,216   8,223,180   (31 %) (19 %)
Net Cash and Cash Equivalents Provided By Operating Activities (1,598,167 ) (3,098,419 ) (2,822,819 ) (48 %) (43 %)
Net Cash and Cash Equivalents Provided By Investing Activities 8,679,877   (5,642,387 ) (20,112,041 ) (254 %) (143 %)
Net Cash and Cash Equivalents Provided By Financing Activities (10,094,423 ) 10,997,100   23,625,749   (192 %) (143 %)
Non-GAAP          
Adjusted Gross Profit(1) 2,795,341   1,150,035   439,386   143 % 536 %
Operating Expenses Excluding Stock-Based Compensation(5) 2,240,164   2,344,734   4,315,016   (4 %) (48 %)
Core Operating Earnings(19) 555,177   (1,194,699 ) (3,875,630 ) (146 %) (114 %)
Treasury Gains (Losses)(6) 48,053,253   54,815,626   11,868,872   (12 %) 305 %
Adjusted Other Income (Expense)(7) 46,677   31,919   (42,240 ) 46 % (211 %)
Adjusted EBITDA(8) 48,655,106   53,652,846   7,951,003   (9 %) 512 %
Gross HYPE Holdings(4) 167,853,840   132,635,212   77,751,604   27 % 116 %
Net Asset Value(9) 182,375,957   134,226,478   74,545,583   36 % 145 %
Cash, Cash Equivalents, and Stablecoins(16) 14,544,971   11,758,699   8,223,180   24 % 77 %
Adjusted Net Operating Cash Flow(18) 62,695   (2,124,382 ) (2,822,819 ) (103 %) (102 %)
Adjusted Net Investing Cash Flow(17) 12,818,000   (6,165,672 ) (20,112,041 ) (308 %) (164 %)
                     

All figures in this press release are not audited. Throughout this document, totals may not sum due to rounding. Calculations are based on unrounded results.

This press release includes certain non-GAAP financial measures (including on a forward-looking basis) such as Adjusted Gross Profit, Gross HYPE Holdings, Net Asset Value, Operating Expenses Excluding Stock-Based Compensation, Core Operating Earnings, Treasury Gains (Losses), Adjusted Other Income (Expense), Adjusted EBITDA, Adjusted Net Investing Cash Flow, and Adjusted Net Operating Cash Flow. Please see “Footnotes” and “Non-GAAP Measures of Financial Performance” for reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures and important additional information.

Adjusted Gross Profit(1)

Please see “Footnotes” and “Non-GAAP Measures of Financial Performance” sections for detailed definitions and reconciliations to the nearest GAAP Metric.

Adjusted Gross Profit(1)(in $ thousands) Q3’25 Q4’25 Q1’26 Q2’26 Q3’26 QoQ Growth
Ecosystem Rewards – 285 150 90 1,255 1,302%
DeFi Monetization <1 102 245 158 334 112%
Yield Enhancement 78 79 211 334 381 14%
Validator Commissions 21 49 40 42 41 (3%)
Staking Yield 340 305 313 527 785 49%
Adjusted Gross Profit(1) 439 821 960 1,150 2,795 143%
Multiple vs. Staking Yield 1.3x 2.7x 3.1x 2.2x 3.6x  
HYPE Earned in Staking & Validating(2) 7,895 10,076 11,458 11,115 10,885  
Effective Average HYPE Price In-Period(3) 45.76 35.12 30.82 51.23 75.86  
             

Please see “Footnotes” and “Non-GAAP Measures of Financial Performance” sections for detailed definitions and reconciliations to the nearest GAAP Metric.

               
HYPE Treasury Over Time 6/30/25* 09/30/25 12/31/25 3/31/26 6/30/26 9/30/26 Basis(14)
Gross HYPE Tokens(2) 1.31 M 1.72 M 1.88 M 1.94 M 2.04 M 1.85 M 1.85 M
HYPE Token Price $34.8 $45.2 $25.4 $36.6 $65.0 $90.8 $40.0
Gross HYPE Holdings(4) $45.5 M $77.8 M $47.8 M $71.0 M $132.6 M $167.9 M $74.0 M
Net Asset Value(9) $41.6 M $74.5 M $44.2 M $69.9 M $134.2 M $182.4 M  
Cash, Cash Equivalents, and Stablecoins(16) $7.5 M $8.2 M $6.5 M $9.1 M $11.8 M $14.5 M  
               

*The June 30, 2025 Gross HYPE Holdings figure represents HYPE Digital Assets held at cost basis. Please see “Footnotes” and “Non-GAAP Measures of Financial Performance” sections for detailed definitions and reconciliations to the nearest GAAP Metric.

           
Non-GAAP Income Summary
(Figures in $)
Q3’25 Q4’25 Q1’26 Q2’26 Q3’26
Adjusted Gross Profit(1) 439,386   820,997   959,568   1,150,035   2,795,341
Operating Expenses Excluding Stock-Based Compensation(5) 4,315,016   3,007,135   2,975,883   2,344,734   2,240,164
Core Operating Earnings(19) (3,875,630 ) (2,186,138 ) (2,016,315 ) (1,194,699 ) 555,177
Treasury Gains (Losses)(6) 11,868,872   (36,783,228 ) 21,451,862   54,815,626   48,053,253
Adjusted Other Income (Expense)(7) (42,240 ) 48,717   52,585   31,919   46,677
Adjusted EBITDA(8) 7,951,003   (38,920,649 ) 19,488,132   53,652,846   48,655,106
                   

Please see “Footnotes” and “Non-GAAP Measures of Financial Performance” sections for detailed definitions and reconciliations to the nearest GAAP Metric.

           
Non-GAAP Cash Flow Summary
(Figures in $)
Q3’25 Q4’25 Q1’26 Q2’26 Q3’26
Adjusted Net Operating Cash Flow(18) (2,822,819 ) (3,976,135 ) (2,607,344 ) (2,124,382 ) 62,695  
Adjusted Net Investing Cash Flow(17) (20,112,041 ) (6,319,039 ) (1,472,835 ) (6,165,672 ) 12,818,000  
Net Cash and Cash Equivalents Provided By Financing Activities 23,625,749   8,596,884   6,606,942   10,997,100   (10,094,423 )
Change in Cash, Cash Equivalents, and Stablecoins(16) 690,889   (1,698,290 ) 2,526,763   2,707,046   2,786,272  
Ending Cash, Cash Equivalents, and Stablecoins(16) 8,223,180   6,524,890   9,051,653   11,758,699   14,544,971  
                     

Please see “Footnotes” and “Non-GAAP Measures of Financial Performance” sections for detailed definitions and reconciliations to the nearest GAAP Metric.

             
2026 YTD Results vs. Guidance
(Figures in $ Millions)
Q1’26 A Q2’26 A Q3’26 Guidance
(as of Sept 8)
Q3’26
Actual
Q4’26 FY’26 Guidance
(as of Sept 8)
Adjusted Gross Profit(1) $0.96M $1.15M $2.00M – $2.50M $2.80M
(BEAT)
– $7M – $8M
Operating Expenses Excluding
Stock-Based Compensation(5)
$2.98M $2.34M $2.00M – $2.25M $2.24M
(IN-LINE)
– –
Core Operating Earnings(19) ($2.02M) ($1.19M) $0.00M – $0.50M $0.56M
(BEAT)
– –
Adjusted Net Operating
Cash Flow(18)
($2.61M) ($2.12M) ($0.50M) – $0.25M $0.06M
(IN-LINE)
– –
             

Please see “Footnotes” and “Non-GAAP Measures of Financial Performance” sections for detailed definitions and reconciliations to the nearest GAAP Metric.

HYPD Investment Thesis & 15-Month Trailing Results

In June of 2025, Hyperion DeFi evolved its operating strategy to the acquisition of HYPE and directly building in the Hyperliquid ecosystem. We made a firm commitment that we would be more than just HYPE, benefitting from not just holding the asset, but uniquely building multiple business atop it that have the potential to maximize its profitability. Our model is no longer a concept that we ask investors to envision, it has become reality.

Our unique strategy shares in multiple frontiers of value creation at the same time. Those three frontiers include (1) Asset Value – our HYPE Treasury, (2) Operating Value – our DeFi Businesses, and (3) Option Value – our embedded economic upside in the Hyperliquid ecosystem. We call this our HYPD “Triple-Dip” Strategy, and we believe our results over the past fifteen months speak for themselves.

  • Growing HYPE Treasury: From June 2025 to September 2026, our Gross HYPE Tokens(2) have increased 41% from 1.31 million to 1.85 million HYPE Tokens, even after selling HYPE in Q3 to help retire our legacy debt. Over the same period, our Net Asset Value(9) has grown 338% from $41.6 million to $182.4 million.
  • Five Scalable Businesses: From Q3 2025 to Q3 2026, our quarterly Adjusted Gross Profit(1) has grown 536% from $0.4 million to $2.8 million as our DeFi businesses have ramped. We have earned more than 2x, and as much as 3.6x, base HYPE staking yield in each of the last four quarters.
  • Embedded Economic Upside in the Hyperliquid Ecosystem: We have received tokens, equity, or future rights to tokens or equity in multiple early-stage builders and infrastructure partners on Hyperliquid: Kinetiq, HyperLend, Silhouette, Skew, and DoubleZero. In September, we also became entitled to an allocation of DOMA tokens through our work with D3, and expect to continue providing ecosystem access to HYPD holders.
  • Declining Cost Base: From Q3 2025 to Q3 2026, our Operating Expenses Excluding Stock-Based Compensation(5) declined 48% from $4.3 million to $2.2 million, and Core Operating Earnings(19) swung from a loss of $3.9 million to positive $0.6 million. Our legacy biotech segment has been wound down, and in July we sold all remaining Optejet IP to Arctic Vision.
  • Improving Cash Flows: From Q3 2025 to Q3 2026, quarterly Adjusted Net Operating Cash Flow(18) has improved from ($2.8 million) to positive $0.1 million, both as a function of reduced costs and ramping DeFi businesses. We delivered positive Adjusted Net Operating Cash Flow(18) in Q3, ahead of our year-end target.
  • Optimizing Capital Structure: In Q3 we repaid all outstanding principal and interest on our Avenue Capital loan (approximately $8.6 million), retiring all of our legacy debt, and we have begun repurchasing our shares under the $20 million buyback program announced on September 8. We ended Q3 with $14.5 million of cash, cash equivalents, and stablecoins(16) and no long-term debt outstanding.
  • Guidance: We are reiterating our anticipated $7 million to $8 million Adjusted Gross Profit(1) in 2026, approximately 6x our 2025 FY results.

Adjusted Gross Profit(1) in Q3’26 and Q2’26

Adjusted Gross Profit(1), a Non-GAAP Metric, aims to capture all of Hyperion DeFi’s value-add operating business activities beyond gains and losses in our digital asset treasury. In total, Adjusted Gross Profit(1) increased +143% quarter-over-quarter to $2.80 million in Q3’26 from $1.15 million in Q2’26, above the $2.0 million to $2.5 million range we guided to on September 8, 2026. Excluding Ecosystem Rewards, which can vary materially quarter-to-quarter, Adjusted Gross Profit(1) grew 45% quarter-over-quarter, and we earned 3.6x base staking yield in Q3’26. Four of our five segments grew quarter-over-quarter, and four of five achieved all-time company highs over the past 5 quarters. Below is a summary of all five of our operating business activities included within Adjusted Gross Profit(1) in these periods:

  1. Staking Yield: We stake our HYPE to our Validator and earn rewards.

    • On a dollar basis, our HYPE earned from staking (10,313 HYPE tokens) generated $785 thousand Adjusted Gross Profit(1) in Q3’26 versus $527 thousand in Q2’26 (+49% quarter-over-quarter), largely driven by an increase in the Effective Average HYPE Price In-Period(3) to 75.9 in Q3’26 from 51.2 in Q2’26.
  2. Validator Commissions: The Company operates its Validator under a Joint Validator Operators Agreement (together with Kinetiq and MAVAN) and earns commissions on rewards delivered to third-party tokens delegated to the Validator
    .
    • On a dollar basis, our HYPE earned from validator commissions (572 HYPE tokens) generated $41 thousand Adjusted Gross Profit(1) in Q3’26 versus $42 thousand in Q2’26 (roughly flat quarter-over-quarter).
    • Approximately 6.3 million HYPE tokens were delegated to our Validator as of October 31, 2026(2).
    • Blockdaemon and Gemini have both chosen our validator for delegated HYPE staking through their respective platforms.
    • We continue to see multiple opportunities for validator growth, driven by the products and services we are creating plus demand from institutions for world-class validator infrastructure.
    • In total, the Company earned approximately 10.9 thousand HYPE tokens from staking and validating activities in Q3’26, roughly in line with 11.1 thousand in Q2’26(2).
  3. Yield Enhancement: The Company pursues accretive strategies to enhance yield earned on its tokens.

    • Yield Enhancement activities generated $381 thousand Adjusted Gross Profit(1) in Q3’26 versus $334 thousand in Q2’26 (+14% quarter-over-quarter).
    • Q3’26 and Q2’26 Yield Enhancement activities primarily monetized HYPE volatility through multiple strategies OTC and on-chain, including within our Institutional Volatility Income (IVI) Vault in partnership with the Rysk protocol.
    • We are also earning Rysk points from our vault activity and may become eligible for future Rysk tokens, while building the infrastructure to accommodate third-party execution and integrations within Rysk Premium in the future.
  4. DeFi Monetization: The Company supports and monetizes Hyperliquid DeFi activity with sustainable, scalable practices.

    • Quarterly Results: DeFi Monetization activity generated $334 thousand Adjusted Gross Profit(1) in Q3’26, an increase of +112% versus $158 thousand in Q2’26 and a record for the company.
    • HAUS Redeployment: As previously disclosed, the sunset of the USDH stablecoin in June 2026 opened up 800,000 of our HYPE tokens to be redeployed. In our last earnings release we noted that we had redeployed 1 million HYPE tokens into new HAUS partnerships since June 2026, including Entropy (HIP-3) and Skew (HIP-4), and that we expected those new deployments over time to position us better than before. We have now proven this out in Q3’26, with DeFi Monetization achieving a record for the company.
    • Data Services: On September 24, 2026, we helped DoubleZero launch the fastest commercially available Hyperliquid data feeds, which gives us a new Data Services business on our Validator Operations that earns future revenue from publishing Hyperliquid market data.
    • HAUS-Skew (HIP-4): Our HAUS agreement with Skew Technologies allocates 500,000 of our staked HYPE to support the deployment of HIP-4 outcome markets. The Skew team has put their markets RFQ into production, incorporating feedback from Hyperliquid that both improves capital efficiency for market makers on their platform and enables multi-leg orders for options and parlays. We expect this to simplify participation in outcome markets on Hyperliquid, and see growing interest across Partner Markets, distribution agreements and multiple market maker onboardings in the immediate pipeline.
    • HAUS-Entropy (HIP-3): In August 2026 we announced a HAUS partnership with Entropy with 500,000 of our staked HYPE. Our deal with Entropy supports HIP-3 perpetuals futures markets, which have seen strong growth over the past three months, with over $3B of volume traded and daily open interest above $80M. Pre-IPO trading for Anthropic has been their most successful market, and a testament to their unique market design methodology for enabling the asset to trade prior to Anthropic’s upcoming IPO. They currently maintain the second largest share of Hyperliquid’s HIP-3 markets and we expect them to release additional updates over the coming months that enhance the accessibility of their markets.
    • HAUS-Silhouette (Trading Fee Reduction): In March 2026 we launched a HAUS agreement on 100,000 HYPE tokens with Silhouette, whereby Silhouette receives reduced trading fees for their clients and we receive a portion of those savings as revenue. Silhouette (which provides block and shielded trading on Hyperliquid to its clients) completed its migration into production in Q2’26. We saw monthly volumes step up from the hundreds of thousands toward over $110 million cumulative to date. This was driven by Silhouette’s support for RWA spot trading such as xStocks, which we expect to continue to accelerate on Hyperliquid as more assets become tokenized and move on-chain.
    • HAUS Pipeline: We maintain our pipeline of prospective HAUS clients and continue to be selective, prioritizing structures that return durable, volume-linked value to our supported markets. The value of natively staked HYPE continues to be demonstrated across these services.
    • On-Chain Credit: On September 30, 2026, together with Anchorage Digital and HyperLend, we announced the first institutional credit facility on Aviya, secured by natively staked HYPE that remains in qualified custody at Anchorage Digital Bank. We expect the Aviya platform to scale as demand grows for institutional borrowing and lending against robust collateral, and we are entitled to a revenue share on a portion of future activity on Aviya.
  5. Ecosystem Rewards: Through our active participation in the Hyperliquid DeFi ecosystem, the Company positions itself for the receipt of future potential token airdrops, protocol incentives, and other rewards that may become available periodically.

    • Ecosystem Rewards generated $1.3 million Adjusted Gross Profit(1) in Q3’26, versus $90 thousand in Q2’26. Q3’26 is our largest quarter to date of Ecosystem Rewards, and this is now the fourth consistent quarter of activity in this segment.
      • We continue to expect the quarter-over-quarter change in Ecosystem Rewards to be volatile given the unexpected timing of airdrops, token generation events, and other rewards activity.
      • The Q3’26 figure reflects two elements: (1) $505 thousand for the 10 million 2Z tokens we received from DoubleZero in September 2026 pursuant to our strategic agreement, and (2) $750 thousand for the Skew equity we are contractually owed, valued based on Skew’s most recent raise.
    • In November 2025, we received 1.92 million KNTQ tokens in Kinetiq’s airdrop token generation event. We staked KNTQ with Kinetiq and earned more KNTQ tokens over time, having accrued approximately 64,000 additional KNTQ tokens. On October 11, 2026, we exercised our right to purchase 490 thousand additional KNTQ tokens at a discount basis of $0.26, bringing our overall position to approximately 2.5 million KNTQ tokens valued at approximately $750 thousand, versus our basis of $128 thousand.
    • In March 2026, we received 10 million HPL tokens from HyperLend in connection with partnership and revenue-sharing agreements in connection with on-chain credit pools.
    • In September 2026, we received 10 million 2Z tokens from DoubleZero pursuant to our strategic agreement.
    • In September 2026, as a launch partner for D3’s Frontier Vault, we became entitled to an allocation of DOMA tokens from a potential future token generation event.
    • Silhouette is contractually obligated to award HYPD at least 1% of future token supply or equity.
    • As part of our HAUS agreement with Skew, Skew is contractually obligated to award HYPD at least 5% Skew equity plus 5% of Skew token supply to the extent there is a future Skew token generation event.
    • Given our partnerships with other Hyperliquid ecosystem participants such as Rysk, we expect our list of ecosystem positions to continue to grow as we deepen our partnerships and relationships across the Hyperliquid ecosystem.

Q3’26 and Q2’26 Expense Summary Results

  • Operating Expenses Excluding Stock-Based Compensation(5) declined (4%) quarter-over-quarter to $2.2 million in Q3’26 from $2.3 million in Q2’26, within our guided range of $2.0 million to $2.25 million.
    • $2.2 million Operating Expenses Excluding Stock-Based Compensation(5) in Q3’26 represents a (48%) decline versus $4.3 million in Q3’25, our first quarter since adopting our DeFi strategy.
  • Because Adjusted Gross Profit(1) exceeded these expenses, Core Operating Earnings(19) was positive $0.6 million in Q3’26, our first positive quarter since adopting our DeFi strategy and above the $0 to $0.5 million range we guided to, versus a loss of $1.2 million in Q2’26 (a +$1.7 million quarterly swing in core profitability).

Q3’26 and Q2’26 Treasury Summary

  • Gross HYPE Tokens(2) decreased to 1.85 million in Q3’26 from 2.04 million in Q2’26, as we sold HYPE in the quarter primarily to fund the retirement of our legacy debt.
  • Gross HYPE Holdings(4) increased to $167.9 million in Q3’26 from $132.6 million in Q2’26, as the price of HYPE increased to $90.8 in Q3’26 from $65.0 in Q2’26. At $90.8, our Gross HYPE Holdings exceeded the $74.0 million aggregate basis(14) of our HYPE tokens ($40.0 per token) by approximately $94 million.
  • Net Asset Value(9), which adjusts our treasury value for net cash and debt, increased to $182.4 million in Q3’26 from $134.2 million in Q2’26.
  • Treasury Gains (Losses)(6) was $48.1 million in Q3’26 versus $54.8 million in Q2’26.

Q3’26 and Q2’26 Net Income and Adjusted EBITDA(8)

  • Q3’26 Net Income was $39.6 million, a third sequential quarterly record for the company, versus $31.0 million in Q2’26.
  • Q3’26 Adjusted EBITDA(8) of $48.7 million compares to $53.7 million in Q2’26.
    • The primary reconciliation of Net Income to Adjusted EBITDA(8) continues to be driven by our Liquid Staking Tokens (LSTs), for which the GAAP carrying value is the low-water-mark price of the underlying native token, as detailed further in our GAAP to Non-GAAP reconciliations section at the end of this release. The in-period adjustment was $5.7 million in Q3’26 (including approximately $0.6 million related to KNTQ LSTs, which are included beginning in Q3’26), versus $21.8 million in Q2’26, which is the main reason Adjusted EBITDA(8) declined while Net Income grew.
    • If all of our HYPE LSTs were converted back to HYPE at the end of Q3’26, we believe that would have increased our GAAP Net Income by approximately $38.3 million.
  • Q3’26 Net Income per Common Share of $1.24 on a basic basis (15,701,943 weighted average shares) and $1.23 on a diluted basis (15,747,615 weighted average shares) compares to Q2’26 Net Income per Common Share of $1.01 on a basic basis (14,173,457 weighted average shares) and $0.92 on a diluted basis (17,066,826 weighted average shares).
  • As of November 9, 2026, there are approximately 15.5 million outstanding shares of HYPD common stock.

Q3’26 and Q2’26 Cash Flows Summary

  • Adjusted Net Operating Cash Flow(18) was positive $0.1 million in Q3’26, our first positive quarter, versus ($2.1 million) in Q2’26.
  • Adjusted Net Investing Cash Flow(17) was $12.8 million in Q3’26 versus ($6.2 million) in Q2’26, primarily reflecting approximately $13 million of HYPE sales and no HYPE purchases in the quarter.
  • Net Cash Used in Financing Activities was ($10.1 million) in Q3’26, primarily the repayment of our Avenue Capital loan and share repurchases, versus $11.0 million provided in Q2’26 (primarily from our May 2026 public offering).
  • Our cash, cash equivalents, and stablecoins(16) totaled $14.5 million as of Q3’26 versus $11.8 million as of Q2’26, even after retiring our debt.

Q3’26 Capital Structure and Shareholder Returns

  • In Q3’26 we repaid all outstanding principal and interest on our Avenue Capital loan, approximately $8.6 million, retiring all of our legacy debt. We now have no long-term debt outstanding.
  • The payoff was funded in part with HYPE sales: we sold approximately $13 million of HYPE in Q3’26 and still ended the quarter with more cash, cash equivalents, and stablecoins(16) than we started with.
  • On September 8, 2026 we announced a share repurchase program of up to $20 million over the following 12 months. As announced on October 2, 2026, we have since commenced executing share buybacks, having repurchased in September 240,124 shares at approximately a 30% discount to our net assets.

Conference Call & Webcast

Hyperion DeFi, Inc. will hold its earnings conference call and webcast for the third quarter ended September 30, 2026 on Thursday, November 12, 2026 at 8:00 a.m. Eastern Time. A slide presentation that includes supplemental financial information and reconciliations of certain non-GAAP measures to their most directly comparable GAAP measures can be accessed through the Company’s Investor Relations website at https://ir.hyperiondefi.com/events-and-presentations along with information for the conference call. A webcast of the call will be archived and available through November 26, 2026 at 11:59 p.m. Eastern Time on the Company’s website.

Presentation

All growth rates represent quarter-over-quarter comparisons, except as otherwise noted. All amounts in tables are presented in U.S. dollars, rounded to the nearest dollar, except as otherwise noted. As a result, certain amounts and rates may not sum or recalculate using the rounded dollar amounts provided. All numbers in this press release are not audited.

About the Hyperliquid Platform and the HYPE Token

Hyperliquid is a next-generation layer one blockchain optimized for high frequency, transparent trading. The blockchain includes fully on-chain perpetual futures and spot order books, with every order, cancel, trade, and liquidation occurring within 70 millisecond block times. It also hosts the HyperEVM, a general-purpose smart contract platform that supports permissionless decentralized financial applications akin to Ethereum.

HYPE is the native token of Hyperliquid. Staked HYPE provides utility for users via reduced trading fees and increased referral bonuses. As of October 31, 2026, approximately 48 million HYPE have been autonomously purchased and sequestered by the blockchain with the trading fees generated on the network’s central limit order books.

About Hyperion DeFi, Inc.

Hyperion DeFi, Inc. is the first U.S. publicly listed DeFi company building on Hyperliquid. The Company provides investors with streamlined access to the Hyperliquid ecosystem, one of the fastest growing, highest revenue-generating blockchains in the world. Shareholders benefit from compounding exposure to HYPE, both from its native staking yield and additional revenues generated from its unique on-chain utility. For more information, please visit Hyperiondefi.com or follow @hyperiondefi on X.

Use of Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures (including on a forward-looking basis) such as Adjusted Gross Profit, Gross HYPE Holdings, Net Asset Value, Operating Expenses Excluding Stock-Based Compensation, Core Operating Earnings, Treasury Gains (Losses), Adjusted Other Income (Expense), Adjusted EBITDA, Adjusted Net Investing Cash Flow, and Adjusted Net Operating Cash Flow. These non-GAAP measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to any performance measures derived in accordance with GAAP. Reconciliations of non-GAAP measures to their most directly comparable U.S. Generally Accepted Accounting Principles (GAAP) counterparts are included in the Non-GAAP Reconciliations section of this press release with additional detail in the Footnotes. Hyperion DeFi believes that these non-GAAP measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about Hyperion DeFi. Hyperion DeFi’s management uses non-GAAP measures to evaluate our operating performance, formulate business plans, help better assess our overall liquidity position, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. However, these non-GAAP measures have limitations as analytical tools. Other companies may not use these non-GAAP measures or may use similar measures that are defined in a different manner. Therefore, Hyperion DeFi’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies. We also periodically review our non-GAAP financial measures and may revise these measures to reflect changes in our business or otherwise. Additionally, forward-looking non-GAAP financial measures are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures because the GAAP financial measures are not accessible on a forward-looking basis and reconciling information is not available without unreasonable effort due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments reflected in our reconciliation of historic non-GAAP financial measures, the amounts of which, based on historical experience, could be material.

Forward Looking Statements; Disclaimer

Except for historical information, all the statements, expectations and assumptions contained in this press release are forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements, our future activities or other future events or conditions, including the viability of, and risks associated with, our cryptocurrency treasury strategy, the growth and revenue potential of the Hyperliquid ecosystem and the growth prospects of the Company. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and in some cases are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors discussed from time to time in documents which we file with the U.S. Securities and Exchange Commission.

Any forward-looking statements speak only as of the date on which they are made, and except as may be required under applicable securities laws, Hyperion DeFi does not undertake any obligation to update any forward-looking statements.

Certain information contained in this press release relates to or is based on studies, publications, surveys and other data obtained from third-party sources and Hyperion DeFi’s own internal estimates and research. While Hyperion DeFi believes these third-party studies, publications, surveys and other data to be reliable as of the date of this press release, it has not independently verified, and makes no representation as to the adequacy, fairness, accuracy or completeness of, any information obtained from third-party sources. In addition, no independent source has evaluated the reasonableness or accuracy of Hyperion DeFi’s internal estimates or research and no reliance should be made on any information or statements made in this press release relating to or based on such internal estimates and research. You should conduct your own investigation and analysis of Hyperion DeFi, its business, prospects, results of operations and financial condition. In furnishing this information, Hyperion DeFi does not undertake any obligation to provide you with access to any additional information (including forward-looking information and any projections contained herein) or to update or correct the information.

Hyperion DeFi, Inc. Investor Contact:

Jason Assad
Hyperion DeFi, Inc.
IR@hyperiondefi.com
(678) 570-6791

 
Hyperion DeFi, Inc.
Condensed Balance Sheets
(unaudited)
 
    September 30,   December 31,
    2026     2025  
    (unaudited)      
Assets            
             
Current Assets            
Cash and cash equivalents   $ 6,624,503     $ 6,310,878  
Stablecoins     7,920,468       214,012  
Prepaid expenses and other current assets     1,041,041       720,919  
Total Current Assets     15,586,012       7,245,809  
             
Digital assets     108,784,402       16,345,347  
Digital assets receivable, net     —       6,935,131  
Digital intangible assets     21,182,291       20,591,555  
Operating lease right-of-use asset     327,807       415,998  
Other assets     409,200       230,416  
Total Assets   $ 146,289,712     $ 51,764,256  
             
Liabilities and Stockholders’ Equity            
             
Current Liabilities:            
Accounts payable   $ 178,821     $ 317,900  
Accrued expenses and other current liabilities     2,496,389       1,871,106  
Deferred revenue – current portion     811,969       —  
Operating lease liabilities – current portion     479,445       512,007  
Note payable – current portion, net     182,637       —  
Total Current Liabilities     4,149,261       2,701,013  
             
Note payable – non-current portion, net     —       7,796,136  
Operating lease liabilities, non-current portion     49,869       206,600  
Total Liabilities     4,199,130       10,703,749  
             
Commitments and contingencies (Note 10)            
             
Stockholders’ Equity            
Preferred stock, $0.0001 par value, 60,000,000 shares authorized; Series A Non-Voting Convertible Preferred Stock, 5,435,898 shares designated; 5,235,897 and 5,435,897 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively with a liquidation preference of $50,766,000 as of September 30, 2026     524       544  
Common stock, $0.0001 par value, 600,000,000 shares authorized; 15,442,482 shares issued and outstanding as of September 30, 2026; 8,762,329 shares issued and 8,680,005 shares outstanding as of December 31, 2025, respectively     1,546       876  
Additional paid-in-capital     303,336,039       281,937,072  
Treasury stock, at cost, 0 and 82,324 shares as of September 30, 2026 and December 31, 2025, respectively     —       (253,558 )
Accumulated deficit     (161,247,527 )     (240,624,427 )
Total Stockholders’ Equity     142,090,582       41,060,507  
Total Liabilities and Stockholders’ Equity   $ 146,289,712     $ 51,764,256  

 
Hyperion DeFi, Inc.
Condensed Statements of Operations
(unaudited)
 
    For the Three Months Ended   For the Nine Months Ended
    September 30,   September 30,
    2026     2025     2026     2025  
Revenue   $ 810,415     $ 302,506     $ 1,412,379     $ 317,226  
Cost of revenue     —       —       —       (48 )
Gross Profit     810,415       302,506       1,412,379       317,178  
                         
Operating (Income) Expenses:                        
Research and development     2,255       373,855       347,510       1,721,476  
Selling, general and administrative     3,791,580       2,594,130       12,203,776       12,645,156  
Impairment of right of use assets     —       —       57,773       —  
Realized gain – digital assets and digital assets receivable, net     (14,424,565 )     (6,942,713 )     (35,907,834 )     (6,942,713 )
Unrealized gain – digital assets, net     (29,826,591 )     (6,367,153 )     (57,740,204 )     (6,367,153 )
Impairment loss – digital intangible assets     1,571,216       6,216,196       3,571,741       6,216,196  
Net gain on derivative instruments     (401,406 )     —       (552,839 )     —  
Recovery of credit losses, net     —       —       (405,331 )     —  
Total Operating (Income) Expenses, Net     (39,287,511 )     (4,125,685 )     (78,425,408 )     7,272,962  
Income (Loss) From Operations     40,097,926       4,428,191       79,837,787       (6,955,784 )
                         
Other Income (Expense):                        
Other income, net     62,312       131,525       122,662       304,052  
Gain (loss) on extinguishment of debt and liabilities     (413,701 )     2,245,088       (413,701 )     2,334,711  
Interest expense     (229,956 )     (223,080 )     (689,585 )     (1,332,989 )
Interest income     68,806       43,858       519,737       101,140  
Total Other Income (Expense), Net     (512,539 )     2,197,391       (460,887 )     1,406,914  
                         
Net Income (Loss)     39,585,387       6,625,582       79,376,900       (5,548,870 )
Dividend to preferred stockholders     (765,750 )     (795,000 )     (2,299,525 )     (892,167 )
Net Income (Loss) Attributable to Participating Securities     38,819,637       5,830,582       77,077,375       (6,441,037 )
Less: income allocated to preferred stockholders     (19,413,371 )     (4,257,068 )     (41,431,799 )     —  
Net Income (Loss) Available to Common Stockholders – Basic     19,406,266       1,573,514       35,645,576       (6,441,037 )
Add: undistributed earnings reallocated to common upon assumed exercise/vesting of dilutive securities     28,188       —       2,221,080       —  
Net Income (Loss) Available to Common Stockholders – Diluted   $ 19,434,454     $ 1,573,514     $ 37,866,656     $ (6,441,037 )
                         
                         
Basic earnings (loss) per common share:                        
Net basic earnings (loss) per share   $ 1.24     $ 0.26     $ 2.64     $ (1.64 )
Diluted earnings (loss) per common share:                        
Net diluted earnings (loss) per share   $ 1.23     $ 0.05     $ 2.50     $ (1.64 )
                         
Weighted average shares outstanding                        
Basic     15,701,943       6,027,713       13,514,009       3,930,764  
Diluted     15,747,615       28,951,915       15,169,264       3,930,764  

 
Hyperion DeFi, Inc.
Condensed Statements of Changes in Stockholders’ Equity (Deficit)
(unaudited)
 
    For the Three and Nine Months Ended September 30, 2026
                        Additional
Paid-In
Capital
            Accumulated
Deficit
  Total
Stockholders’
Equity
    Preferred Stock   Common Stock     Treasury Stock    
    Shares   Amount   Shares   Amount     Shares   Amount    
Balance – January 1, 2026   5,435,897     $ 544     8,762,329     $ 876     $ 281,937,072     82,324     $ (253,558 )   $ (240,624,427 )   $ 41,060,507  
Issuance of common stock in At the Market offering [1]   —       —     1,859,993       186       6,665,196     —       —       —       6,665,382  
Issuance of common stock for payment in kind of preferred stock dividend   —       —     244,518       25       939,312     —       —       —       939,337  
Issuance of common stock from the delivery of vested restricted stock units   —       —     55,277       5       (5 )   —       —       —       —  
Shares withheld to settle employee tax liability upon delivery of RSUs   —       —     (21,761 )     (2 )     2     —       —       —       —  
Issuance of common stock from conversion of preferred stock   (200,000 )     (20 )   600,000       60       (40 )   —       —       —       —  
Retirement of treasury shares   —       —     (82,324 )     (8 )     (253,550 )   (82,324 )     253,558       —       —  
Stock-based compensation:                                                
Amortization of stock option awards   —       —     —       —       80,880     —       —       —       80,880  
Amortization of restricted stock units   —       —     —       —       1,690,852     —       —       —       1,690,852  
Issuance of common stock to vendors as consideration for service provided   —       —     10,450       1       32,752     —       —       —       32,753  
Preferred stock dividend ($0.15 per preferred share outstanding)   —       —     —       —       (815,297 )   —       —       —       (815,297 )
Net income   —       —     —       —       —     —       —       8,840,550       8,840,550  
Balance – March 31, 2026   5,235,897       524     11,428,482       1,143       290,277,174     —       —       (231,783,877 )     58,494,964  
Issuance of common stock in public offering [2]   —       —     2,910,027       291       9,327,030     —       —       —       9,327,321  
Issuance of common stock in At the Market offering [3]   —       —     492,783       49       1,846,850     —       —       —       1,846,899  
Issuance of common stock for payment in kind of preferred stock dividend   —       —     236,318       24       779,826     —       —       —       779,850  
Issuance of common stock from the delivery of vested restricted stock units   —       —     308,407       31       (31 )   —       —       —       —  
Shares withheld to settle employee tax liability upon delivery of RSUs   —       —     (82,894 )     (8 )     (379,090 )   —       —       —       (379,098 )
Stock-based compensation:                                                
Amortization of stock option awards   —       —     —       —       59,852     —       —       —       59,852  
Amortization of restricted stock units   —       —     —       —       1,546,884     —       —       —       1,546,884  
Issuance of common stock to vendors as consideration for service provided   —       —     6,709       1       25,613     —       —       —       25,614  
Preferred stock dividend ($0.14 per preferred share outstanding)   —       —     —       —       (718,478 )   —       —       —       (718,478 )
Net income   —       —     —       —       —     —       —       30,950,963       30,950,963  
Balance – June 30, 2026   5,235,897       524     15,299,832       1,531       302,765,630     —       —       (200,832,914 )     101,934,771  
Issuance of common stock for payment in kind of preferred stock dividend   —       —     235,618       24       768,091     —       —       —       768,115  
Issuance of common stock from the delivery of vested restricted stock units   —       —     188,422       19       (19 )   —       —       —       —  
Shares withheld to settle employee tax liability upon delivery of RSU equity compensation.   —       —     (41,266 )     (4 )     (198,001 )   —       —       —       (198,005 )
Stock-based compensation:                                                
Amortization of stock option awards   —       —     —       —       53,790     —       —       —       53,790  
Amortization of RSU awards   —       —     —       —       1,499,881     —       —       —       1,499,881  
Repurchase of common stock   —       —     —       —       —     240,124       (787,607 )     —       (787,607 )
Retirement of treasury shares   —       —     (240,124 )     (24 )     (787,583 )   (240,124 )     787,607       —       —  
Preferred stock dividend ($0.14 per preferred share outstanding)   —       —     —       —       (765,750 )   —       —       —       (765,750 )
Net income   —       —     —       —       —     —       —       39,585,387       39,585,387  
Balance – September 30, 2026   5,235,897     $ 524     15,442,482     $ 1,546     $ 303,336,039     —     $ —     $ (161,247,527 )   $ 142,090,582  

 
Hyperion DeFi, Inc.
Condensed Statements of Changes in Stockholders’ Equity (Deficit), continued
(unaudited)
 
    For the Three and Nine Months Ended September 30, 2025
                        Additional
Paid-In
Capital
            Accumulated
Deficit
  Total
Stockholders’
Equity (Deficit)
    Preferred Stock   Common Stock     Treasury Stock    
    Shares   Amount   Shares   Amount     Shares   Amount    
Balance – January 1, 2025   —   $ —   1,506,369     $ 151   $ 182,213,889     —   $ —   $ (195,309,992 )   $ (13,095,952 )
Issuance of common stock in At the Market offering [4]   —     —   1,127,100       113     5,663,153     —     —     —       5,663,266  
Induced exercise of stock warrants [5]   —     —   197,118       19     922,731     —     —     —       922,750  
Reverse stock split settlement of fractional shares   —     —   (41 )     —     (160 )   —     —     —       (160 )
Warrant modification and additional warrants-incremental value [6]   —     —   —       —     1,194,102     —     —     —       1,194,102  
Warrant modification and additional warrants-in issuance costs for inducement [6]   —     —   —       —     (1,194,102 )   —     —     —       (1,194,102 )
Stock-based compensation   —     —   —       —     279,628     —     —     —       279,628  
Net loss   —     —   —       —     —     —     —     (3,483,533 )     (3,483,533 )
Balance – March 31, 2025   —     —   2,830,546       283     189,079,241     —     —     (198,793,525 )     (9,714,001 )
Issuance of preferred stock and warrants in private placement [7]   5,435,897     544   —       —     49,365,206     —     —     —       49,365,750  
Issuance of common stock in At the Market offering [8]   —     —   1,323,389       132     2,559,008     —     —     —       2,559,140  
Issuance of common stock from exercise of warrants   —     —   252,000       25     1,953,479     —     —     —       1,953,504  
Issuance of common stock from the delivery of vested restricted stock units   —     —   44,072       4     (4 )   —     —     —       —  
Issuance of common stock from the partial conversion of note payable   —     —   404,820       41     640,295     —     —     —       640,336  
Warrants issued in consideration for debt modification   —     —   —       —     858,270     —     —     —       858,270  
Stock-based compensation   —     —   —       —     483,654     —     —     —       483,654  
Net loss   —     —   —       —     —     —     —     (8,690,919 )     (8,690,919 )
Preferred stock dividend ($0.15 per preferred share outstanding)   —     —   —       —     (97,167 )   —     —     —       (97,167 )
Balance – June 30, 2025   5,435,897     544   4,854,827       485     244,841,982     —     —     (207,484,444 )     37,358,567  
Issuance of common stock in At the Market offering [9]   —     —   1,929,207       193     21,783,753     —     —     —       21,783,946  
Issuance of common stock from exercise of warrants [10]   —     —   250,125       25     1,938,944     —     —     —       1,938,969  
Issuance of common stock from the delivery of vested restricted stock units   —     —   128,500       13     (13 )   —     —     —       —  
Stock-based compensation   —     —   —       —     3,842,969     —     —     —       3,842,969  
Net income   —     —   —       —     —     —     —     6,625,582       6,625,582  
Preferred stock dividend ($0.15 per preferred share outstanding)   —     —   —       —     (795,000 )   —     —     —       (795,000 )
Balance – September 30, 2025   5,435,897   $ 544   7,162,659     $ 716   $ 271,612,635     —   $ —   $ (200,858,862 )   $ 70,755,033  

[1]   Includes gross proceeds of $6,981,098 less total issuance costs of $315,716.
[2]   Includes gross proceeds of $10,476,097 less total issuance costs of $1,148,776.
[3]   Includes gross proceeds of $1,973,363 less total issuance costs of $126,464.
[4]   Includes gross proceeds of $5,851,007 less total issuance costs of $187,741.
[5]   Includes gross proceeds of $1,039,206 less total issuance costs of $116,456.
[6]   Incremental value from the warrant inducement entered into on January 16, 2025. Non-cash warrant modification and additional warrants issuance costs related to the warrant inducement are shown as separate line items.
[7]   Includes gross proceeds of $50,000,000 less total issuance costs of $634,250.
[8]   Includes gross proceeds of $2,657,659 less total issuance costs of $98,519.
[9]   Includes gross proceeds of $22,489,548 less total issuance costs of $705,602.
[10]   Partial exercise of the Armistice warrants.

 
Hyperion DeFi, Inc.
Condensed Statements of Cash Flows
(unaudited)
 
    For the Nine Months Ended
    September 30,
    2026     2025  
Cash Flows From Operating Activities            
Net income (loss)   $ 79,376,900     $ (5,548,870 )
Adjustments to reconcile net income (loss) to net cash and cash equivalents used in operating activities:            
Stock-based compensation     4,990,506       4,606,251  
Change in fair value of shares issued for accrued dividend     160,909       —  
Amortization of debt discount     164,534       640,969  
Non-cash lease expense     274,148       226,771  
Recovery of credit losses, net     (405,331 )     —  
Loss (gain) on extinguishment of debt and liabilities     413,701       (2,334,712 )
Gain on sale of Optejet IP     (100,000 )     —  
Realized gain – digital assets and digital assets receivable     (35,907,834 )     (6,938,236 )
Unrealized gain – digital assets, net     (57,740,204 )     (6,440,804 )
Impairment loss – digital intangible assets     3,571,741       6,289,847  
Net gains on derivative instruments     (552,839 )     —  
Other non-cash revenue     (1,412,379 )     (323,980 )
Non-cash interest income from digital assets receivable     (307,278 )     —  
Non-cash portion of other expense     29,411       —  
Paid-in-kind interest expense     253,540       295,329  
Changes in operating assets and liabilities:            
Security and equipment deposits     —       (55,829 )
Prepaid expenses and other current assets     (2,273,935 )     (216,851 )
Accounts payable     (139,079 )     (815,931 )
Accrued expenses and other current liabilities     1,218,089       359,662  
Lease liabilities     (375,250 )     (456,233 )
Net Cash and Cash Equivalents Used In Operating Activities     (8,760,649 )     (10,712,617 )
             
Cash Flows From Investing Activities            
Purchase of digital assets     (9,332,800 )     (65,635,000 )
Sales and dispositions of digital assets     5,770,000       —  
Acquisition of intangible asset     (227,000 )     —  
Purchases of stablecoins     (3,059,820 )     —  
Proceeds from sales of stablecoins     8,414,275       —  
Net Cash and Cash Equivalents Provided By (Used In) Investing Activities     1,564,655       (65,635,000 )
             
Cash Flows From Financing Activities            
Proceeds from sale of common stock in direct offering     10,476,097       —  
Proceeds from sale of common stock in At the Market offering     8,954,461       30,998,214  
Proceeds from sale of preferred stock and warrants in private placement     —       50,000,000  
Proceeds from induced exercise of stock warrants     —       1,039,206  
Proceeds from exercise of stock warrants     —       3,892,473  
Payment of private placement issuance costs     —       (634,250 )
Payment of issuance costs for direct offering     (1,148,776 )     —  
Payment of issuance costs for At the Market offering     (442,180 )     (991,862 )
Payment to taxing authorities in connection with shares directly withheld from employees     (499,047 )     —  
Repurchase of common stock     (787,607 )     —  
Repayments of notes payable     (9,043,329 )     (1,463,437 )
Payment of preferred dividend     —       (97,167 )
Payment of issuance costs for debt modification     —       (177,228 )
Payment of cash issuance costs for induced exercise of stock warrants     —       (116,455 )
Reverse stock split settlement of fractional shares     —       (160 )
Net Cash and Cash Equivalents Provided By Financing Activities     7,509,619       82,449,334  
Net Increase in Cash and Cash Equivalents     313,625       6,101,717  
Cash and Cash Equivalents – Beginning of Period     6,310,878       2,121,463  
Cash and Cash Equivalents – End of Period   $ 6,624,503     $ 8,223,180  

 
Hyperion DeFi, Inc.
Condensed Statements of Cash Flows, continued
(unaudited)
           
    For the Nine Months Ended
    September 30,
    2026   2025
Supplemental Disclosure of Cash Flow Information:            
Cash paid during the period for:            
Interest   $ 297,211   $ 396,788
Income taxes   $ —   $ —
             
Supplemental Disclosure of Non-Cash Investing and Financing Activities            
Modification date carrying value of extinguished Avenue Loan   $ —   $ 10,262,280
Modification date fair value of modified Avenue Loan   $ —   $ 10,172,657
Warrants issued for debt modification   $ —   $ 858,270
Conversion of Avenue Loan to common stock   $ —   $ 640,336
Exchange of digital intangible assets for digital intangible assets receivable   $ 36,583,542   $ —
Exchange of digital intangible assets receivable for digital intangible assets   $ 25,598,469   $ —
Exchange of digital assets for digital assets receivable   $ 2,775,502      
Digital assets received to settle digital assets receivable   $ 26,900,501   $ —
Deposits into Hyperion Rysk Vault   $ 2,935,496   $ —
Redemption from Hyperion Rysk Vault   $ 2,951,289   $ —
Warrant modification and additional warrants – incremental value   $ —   $ 1,194,102
Prepaid insurance financed by note payable   $ 598,055   $ —
Common stock issued for accrued dividends payable   $ 2,487,302   $ —
Accrued dividend payable to preferred stockholders   $ 2,299,525   $ 795,000
Shares withheld for employee tax liabilities   $ 78,056   $ —
Deposits of digital assets into liquid staking activities   $ 750,066   $ 41,174,779
Deferred revenue for digital assets received pursuant to partnership agreement   $ 150,163   $ —
Common stock issued upon conversion of preferred stock   $ 60   $ —
Issuance of common stock upon vesting of restricted stock units   $ 55   $ 17
Digital assets acquired in exchange for USDC   $ 3,711,707   $ —
Digital assets disposed of in exchange for USDC   $ 13,051,174   $ —
Conversion of USDH to USDC, net   $ 1,926,018   $ —
Withdrawals of digital assets from liquid staking activities   $ 3,115,798   $ —
Right-of-use asset obtained in exchange for lease liability   $ 185,957   $ —
Stablecoins received for deferred revenue   $ 1,031,438   $ —

Hyperion DeFi Non-GAAP Measures of Financial Performance and Supplemental Disclosures

Reconciliation of GAAP Gross Profit to Non-GAAP Adjusted Gross Profit(1) (unaudited)
 
  For the Three Months Ended
(Figures in $) Sept. 30,
2025
Dec. 31,
2025
March 31,
2026
June 30,
2026
Sept. 30,
2026
Gross Profit 302,506 192,987 244,271 357,693   810,415  
Add: Accumulated but unrealized staking yield on LSTs(10) 58,771 172,463 154,806 255,275   366,975  
Add: Net gains on derivative instruments 78,109 79,461 39,401 112,032   401,406  
Add: Treasury gains (losses) attributable to derivative activity – – – 351,000   (20,635 )
Add: Accumulated but unrealized yield enhancement activity(15) – – 171,970 (128,614 ) 1,109  
Add: Income from airdrops – 285,450 – 18,699   –  
Add: Upfront receipt of HPL tokens pursuant to strategic agreements – – 150,163 (33,991 ) (33,991 )
Add: USDH sunset grant from Felix – – – 70,843   –  
Add: Upfront receipt of 2Z tokens pursuant to strategic agreement – – – –   505,074  
Add: Upfront receipt of Skew equity pursuant to strategic agreement – – – –   750,000  
Add: Interest Income from DeFi Monetization activity – 90,636 198,957 147,098   14,989  
Adjusted Gross Profit(1) 439,386 820,997 959,568 1,150,035   2,795,341  
               

Note: See “Footnotes” section for detailed explanations and definitions.

Q3’26 Reconciliation of GAAP HYPE Digital Assets to Non-GAAP Gross HYPE Holdings(4) (unaudited)
 
  As of September 30, 2026
  Value $   Token Count   Token Price $
HYPE digital assets 108,784,402   1,197,670   90.83
Add:          
HiHYPE at Carrying Value 8,813,330   398,277   22.13
kHYPE at Carrying Value 11,376,977   206,529   55.09
kmHYPE at Carrying Value 597,068   28,888   20.67
Unrealized accretion (dilution) expected upon future LST to HYPE Token Reconversion(11) 38,282,063   16,636   N.M.*
Gross HYPE Holdings(4) 167,853,840        
Gross HYPE Tokens(2)     1,848,000   90.83
Note: See “Footnotes” section for detailed explanations and definitions.
           
Memo: Unrealized accretion (dilution) expected upon LST to HYPE reconversion as of June 30, 2026 33,192,611        
           
Memo: In-Period Change in unrealized accretion (dilution) expected upon LST to HYPE reconversion versus June 30, 2026 5,089,451        
           

*Throughout this release, N.M. is the abbreviation for “Not Meaningful”.

Q2’26 Reconciliation of GAAP HYPE Digital Assets to Non-GAAP Gross HYPE Holdings(4) (unaudited)
 
  As of June 30, 2026
  Value $   Token Count   Token Price $
HYPE digital assets 74,119,231   1,141,174   64.95
Add:          
HiHYPE at Carrying Value 8,828,972   398,277   22.17
kHYPE at Carrying Value 15,897,330   455,434   34.91
kmHYPE at Carrying Value 597,068   28,888   20.67
Unrealized accretion (dilution) expected upon future LST to HYPE Token Reconversion(11) 33,192,611   18,340   N.M.
Gross HYPE Holdings(4) 132,635,212        
Gross HYPE Tokens(2)     2,042,113   64.95
Note: See “Footnotes” section for detailed explanations and definitions.
           
Memo: Unrealized accretion (dilution) expected upon LST to HYPE reconversion as of March 31, 2026 11,373,007        
           
Memo: In-Period Change in unrealized accretion (dilution) expected upon LST to HYPE reconversion versus March 31, 2026 21,819,604        

 
Q1’26 Reconciliation of GAAP HYPE Digital Assets to Non-GAAP Gross HYPE Holdings(4) (unaudited)
 
  As of March 31, 2026
  Value $   Token Count   Token Price $
HYPE digital assets 25,286,164   690,505   36.62
Add:          
HYPE digital assets receivable* 11,071,201   302,327   36.62
HYPE digital intangible assets receivable** 9,230,486   250,000   36.62
HiHYPE at Carrying Value 7,785,852   378,277   20.58
kHYPE at Carrying Value 5,693,449   275,434   20.67
kmHYPE at Carrying Value 597,068   28,888   20.67
Unrealized accretion (dilution) expected upon future LST to HYPE Token Reconversion(11) 11,373,007   14,421   N.M.
Gross HYPE Holdings(4) 71,037,227        
Gross HYPE Tokens(2)     1,939,851   36.62
Note: See “Footnotes” section for detailed explanations and definitions.
           
Memo: Unrealized accretion (dilution) expected upon LST to HYPE reconversion as of December 31, 2025 3,499,665        
           
Memo: In-Period Change in unrealized accretion (dilution) expected upon LST to HYPE reconversion versus December 31, 2025 7,873,342        
           

*Presented gross of $586,774 allowance for credit losses and $108,321 unamortized nonrefundable upfront fee.
**Presented gross of $323,067 allowance for credit losses.

Q4’25 Reconciliation of GAAP HYPE Digital Assets to Non-GAAP Gross HYPE Holdings(4) (unaudited)
 
  As of December 31, 2025
Value $   Token Count   Token Price
HYPE – Digital Assets 16,233,941     638,352   25.43
Add:          
HYPE digital assets receivable* 7,647,740     300,725   25.43
HiHYPE at carrying value 8,437,277     398,277   21.18
kHYPE at carrying value 11,369,458     505,434   22.49
kmHYPE at carrying value 649,820     28,888   22.49
Add: Unrealized accretion (dilution) expected upon future LST to HYPE Token reconversion(11) 3,499,665     9,410   N.M.
Gross HYPE Holdings(4) 47,837,901          
Gross HYPE Tokens(2)     1,881,086   25.43
Note: See “Footnotes” section for detailed explanations and definitions.
Memo: Unrealized accretion (dilution) expected upon LST to HYPE reconversion as of September 30, 2025 4,912,082          
             
Memo: In-Period Change in unrealized accretion (dilution) expected upon LST to HYPE reconversion versus September 30, 2025 (1,412,417 )        
             

*Presented gross of $405,331 allowance for credit losses and $307,278 unamortized nonrefundable upfront fee.

Q3’25 Reconciliation of GAAP HYPE Digital Assets to Non-GAAP Gross HYPE Holdings(4) (unaudited)
 
  As of September 30, 2025
Value $   Token Count   Token Price
HYPE digital assets 37,954,590   839,889   45.19
Add: HiHYPE at Carrying Value 34,884,932   877,871   39.74
Add: Unrealized accretion (dilution) expected upon future HiHYPE to HYPE Token Reconversion(11) 4,912,082   2,788   N.M.
Gross HYPE Holdings(4) 77,751,604        
Gross HYPE Tokens(2)     1,720,549   45.19
Note: See “Footnotes” section for detailed explanations and definitions.
           
Memo: In-Period Change in unrealized accretion (dilution) expected upon LST to HYPE reconversion versus June 30, 2025* 4,912,082        
           

*The Company did not hold any LSTs on or prior to June 30, 2025. Therefore, as of September 30, 2025, the in-period change in unrealized accretion (dilution) expected upon LST to HYPE Token Reconversion is the same as the absolute figure.

Reconciliation of GAAP Selling, General and Administrative expense to Non-GAAP Operating Expense Excluding Stock-Based Compensation(5) (unaudited)
 
(Figures in $) Sept. 30,
2025
Dec. 31,
2025
March 31,
2026
June 30,
2026
Sept. 30,
2026
Selling, general and administrative expense 2,594,130 4,530,542   4,493,604   3,918,591   3,791,580  
Subtract: stock-based compensation expense 1,347,031 (1,712,361 ) (1,804,485 ) (1,632,349 ) (1,553,671 )
Add: research and development expense 373,855 188,954   286,764   58,492   2,255  
Operating Expense Excluding Stock-Based Compensation(5) 4,315,016 3,007,135   2,975,883   2,344,734   2,240,164  
                   

Note: See “Footnotes” section for detailed explanations and definitions.

Supplemental Disclosure of Disaggregated Stock-Based Compensation (unaudited)
 
  For the Three Months Ended
(Figures in $) Sept. 30,
2025
Dec. 31,
2025
March 31,
2026
June 30,
2026
Sept. 30,
2026
Mark-to-Market Adjustment of Vested but Undelivered Awards (2,140,000 ) – – – –
Amortization of Unearned Executive Milestone Awards 209,648   997,563 997,563 997,563 810,164
All Remaining Stock-Based Compensation 583,321   714,798 806,922 634,786 743,506
Total Stock-Based Compensation (1,347,031 ) 1,712,361 1,804,485 1,632,349 1,553,671

Reconciliation of GAAP Net Operating Income (Expenses) to Non-GAAP Treasury Gains (Losses)(6) (unaudited)
 
   For the Three Months Ended
(Figures in $) Sept. 30,
2025
Dec. 31,
2025
March 31,
2026
June 30,
2026
Sept. 30,
2026
Net Operating Income (Expenses) 4,125,685   (39,958,264 ) 8,487,848   30,650,049   39,287,511  
Add Back:          
Research and development expense 373,855   188,954   286,764   58,492   2,255  
Selling, general and administrative expense 2,594,130   4,530,542   4,493,604   3,918,591   3,791,580  
Impairment of right of use assets –   –   –   57,773   –  
Provision for credit losses  –   405,331   504,511   (909,842 ) –  
In-Period Change in unrealized accretion (dilution) upon LST reconversion* 4,912,082   (1,412,417 ) 7,873,342   21,819,604   5,719,652  
Subtract:          
Accumulated but unrealized staking yield on LSTs(10) (58,771 ) (172,463 ) (154,806 ) (255,275 ) (366,975 )
Income from airdrops  –   (285,450 ) –   (18,699 ) –  
Realized gains / losses from Rysk Vault shares redemption –   –   –   (42,035 ) –  
Net gains on derivative instruments (78,109 ) (79,461 ) (39,401 ) (112,032 ) (401,406 )
Treasury losses (gains) attributable to derivative activity –   –   –   (351,000 ) 20,635  
Treasury Gains (Losses)(6) 11,868,872   (36,783,228 ) 21,451,862   54,815,626   48,053,253  
                     

*Includes HYPE LSTs beginning in Q3’25 and KNTQ LSTs beginning in Q3’26. Unrealized accretion from future KNTQ LST reconversion impacts Q3’26 Treasury Gains by +$630,200.
Note: See “Footnotes” section for detailed explanations and definitions.

Reconciliation of GAAP Total Other Income (Expense), Net to Non-GAAP Adjusted Other Income (Expense)(7) (unaudited)
 
  For the Three Months Ended
(Figures in $) Sept. 30,
2025
Dec. 31,
2025
March 31,
2026
June 30,
2026
Sept. 30,
2026
Total Other Income (Expense), Net 2,197,391   (288 ) 108,431   (56,779 ) (512,539 )
Add back:          
Interest expense 223,080   224,799   225,869   233,760   229,956  
(Gain) / Loss from reduction in legacy liabilities(12) (2,407,154 ) –   (225,173 ) –   413,701  
Other non-recurring items(13) (55,557 ) (85,158 ) 142,415   2,037   (69,452 )
Subtract: Interest Income from DeFi Monetization activity –   (90,636 ) (198,957 ) (147,098 ) (14,989 )
Adjusted Other Income (Expense)(7) (42,240 ) 48,717   52,585   31,919   46,677  
                     

Note: See “Footnotes” section for detailed explanations and definitions.


Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA(8) (unaudited)
 
  For the Three Months Ended
(Figures in $) Sept. 30,
2025
Dec. 31,
2025
March 31,
2026
June 30,
2026
Sept. 30,
2026
Net Income (Loss) 6,625,582   (39,765,565 ) 8,840,550   30,950,963   39,585,387  
Add back:          
Stock-based compensation (1,347,031 ) 1,712,361   1,804,485   1,632,349   1,553,671  
Interest expense 223,080   224,799   225,869   233,760   229,956  
Provision for credit losses –   405,331   504,511   (909,842 ) –  
Income Taxes –   –   –   –   –  
Depreciation and amortization expense* –   –   –   –   –  
Impairment of right of use assets –   –   –   57,773   –  
(Gain) / Loss from reductions in legacy liabilities(12) (2,407,154 ) –   (225,173 ) –   413,701  
Other non-recurring items(13) (55,557 ) (85,158 ) 142,415   2,037   (69,452 )
Add:          
In-period change in unrealized accretion (dilution) expected upon LST reconversion** 4,912,082   (1,412,417 ) 7,873,342   21,819,604   5,719,652  
Accumulated but unrealized yield enhancement activity(15) –   –   171,970   (128,614 ) 1,109  
Realized losses (gains) from Rysk Vault shares redemption –   –   –   (42,035 ) –  
Upfront receipt of HPL tokens pursuant to strategic agreements –   –   150,163   (33,991 ) (33,991 )
USDH sunset grant from Felix –   –   –   70,843   –  
Upfront receipt of 2Z tokens pursuant to strategic agreement –   –   –   –   505,074  
Upfront receipt of Skew equity pursuant to strategic agreement –   –   –   –   750,000  
Adjusted EBITDA(8) 7,951,003   (38,920,649 ) 19,488,132   53,652,846   48,655,106  
                     

Note: See “Footnotes” section for detailed explanations and definitions.
*Does not include Amortization of Operating Lease.
**Includes HYPE LSTs beginning in Q3’25 and KNTQ LSTs beginning in Q3’26.

Reconciliation of GAAP HYPE digital assets, as adjusted to Gross HYPE Holdings(4), to Non-GAAP Net Asset Value(9) (unaudited)
 
(Figures in $) June 30,
2025
Sept. 30,
2025
Dec. 31,
2025
March 31,
2026
June 30,
2026
Sept. 30,
2026
HYPE digital assets, as adjusted to Gross HYPE Holdings(4) 45,500,000   77,751,604   47,837,901   71,037,227   132,635,212   167,853,840  
Add: KNTQ –   –   111,406   193,780   172,196   799,967  
Add: HPL –   –   –   149,820   91,000   126,230  
Add: 2Z –   –   –   –   –   597,200  
Add: Skew Equity –   –   –   –   –   750,000  
Add: Hyperion Rysk Vault Shares at Cost Basis* –   –   –   1,615,075   –   –  
Add: Current Assets 9,387,297   9,085,767   7,245,809   8,803,947   12,908,877   15,586,012  
Subtract: Current Liabilities** (5,121,094 ) (4,037,092 ) (2,701,013 ) (4,509,992 ) (5,601,237 ) (3,337,292 )
Subtract: Notes Payable*** (8,170,886 ) (8,254,696 ) (8,339,366 ) (7,416,353 ) (5,979,570 ) –  
Net Asset Value(9) 41,595,317   74,545,583   44,154,737   69,873,504   134,226,478   182,375,957  
                         

Note: See “Footnotes” section for detailed explanations and definitions.
*Digital intangible assets representing claims on USDH/USDC held in the Hyperion Rysk Institutional Volatility Income Vault.
**Includes Notes payable – current portion as of March 31, 2026 and June 30, 2026; does not subtract debt discount of $36,974 as of March 31, 2026 and $92,435 as of June 30, 2026. Does not subtract Deferred Revenue.
***Non-current portion; does not subtract debt discount of $654,151 as of June 30, 2025, $598,691 as of September 30, 2025, $543,230 as of December 31, 2025, $450,796 as of March 31, 2026, or $339,874 as of June 30, 2026.

Reconciliation of GAAP Net Cash and Cash Equivalents Provided By Investing Activities to Adjusted Net Investing Cash Flow(17) (unaudited)
 
  For the Three Months Ended
(Figures in $) Sept. 30,
2025
Dec. 31,
2025
March 31,
2026
June 30,
2026
Sept. 30,
2026
Net Cash and Cash Equivalents Provided By Investing Activities (20,112,041 ) (6,319,039 ) (1,472,835 ) (5,642,387 ) 8,679,877
Add: Net Impact of Non-Cash Digital Asset Acquisitions and Dispositions* –   –   –   (523,285 ) 4,138,123
Adjusted Net Investing Cash Flow(17) (20,112,041 ) (6,319,039 ) (1,472,835 ) (6,165,672 ) 12,818,000
                   

*Reflects the net investing cash flow impact of digital asset acquisitions and dispositions of and by non-cash current assets, including USDC and USDH stablecoins.

Note: See “Footnotes” section for detailed explanations and definitions.

Reconciliation of GAAP Net Cash and Cash Equivalents Provided By Operating Activities to Adjusted Net Operating Cash Flow(18) (unaudited)
 
  For the Three Months Ended
(Figures in $) Sept. 30,
2025
Dec. 31,
2025
March 31,
2026
June 30,
2026
Sept. 30,
2026
Net Cash and Cash Equivalents Provided By Operating Activities (2,822,819 ) (4,190,147 ) (4,064,063 ) (3,098,419 ) (1,598,167 )
Subtract: Net Impact of Non-Cash Digital Asset Acquisitions and Dispositions* –   –   –   523,285   (4,138,123 )
Add: Change in Non-GAAP Cash Equivalents** –   214,012   1,456,719   450,752   5,798,985  
Adjusted Net Operating Cash Flow(18) (2,822,819 ) (3,976,135 ) (2,607,344 ) (2,124,382 ) 62,695  
                     

*Reflects the net investing cash flow impact of digital asset acquisitions and dispositions of and by non-cash current assets, including USDC and USDH stablecoins.

**Reflects quarterly variance in assets the Company considers to be economically equivalent, but not functionally equivalent, to cash (driven by a limited ability to redeem into US Dollars one-for-one), but not reflected in quarterly GAAP “cash and cash equivalents”, including from time-to-time USDC and USDH Stablecoin as well as deposits and redemptions from the Hyperion Rysk Vault.

Note: See “Footnotes” section for detailed explanations and definitions.

Reconciliation of GAAP Gross Profit, as adjusted to Non-GAAP Adjusted Gross Profit(1), to Non-GAAP Core Operating Earnings(19) (unaudited)
 
  For the Three Months Ended
(Figures in $) Sept. 30,
2025
Dec. 31,
2025
March 31,
2026
June 30,
2026
Sept. 30,
2026
Gross Profit, as adjusted to Adjusted Gross Profit(1) 439,386   820,997   959,568   1,150,035   2,795,341  
Subtract: selling, general and administrative expense (2,594,130 ) (4,530,542 ) (4,493,604 ) (3,918,591 ) (3,791,580 )
Add: stock-based compensation expense (1,347,031 ) 1,712,361   1,804,485   1,632,349   1,553,671  
Subtract: research and development expense (373,855 ) (188,954 ) (286,764 ) (58,492 ) (2,255 )
Core Operating Earnings(19) (3,875,630 ) (2,186,138 ) (2,016,315 ) (1,194,699 ) 555,177  
                     

Note: See “Footnotes” section for detailed explanations and definitions.


Footnotes

  1. “Adjusted Gross Profit” is a non-GAAP measure. Adjusted Gross Profit is defined as all in-period gross profit generated by the Company’s operations excluding gains and losses on its digital asset treasury. Such operating activities include staking yield, validator operations, yield enhancement activity, DeFi monetization, ecosystem rewards, and (prior to 2026) life sciences operations. It is reconciled to the GAAP measure “Gross Profit” by adding (i) accumulated but unrealized staking yield on LSTs, (ii) net gains on derivative instruments, (iii) the portion of treasury gains (losses) attributable to derivative activity, (iv) accumulated but unrealized yield enhancement activity as further described in Footnote 15, (v) income from airdrops, (vi) the impact of upfront receipt and recognition of Company’s HPL tokens, 2Z tokens, and equity in Skew Technologies, Inc. (“Skew”) pursuant to its strategic agreements with HyperLend, DoubleZero Foundation (“DoubleZero”), and Skew, respectively, (vii) the impact of a one-time grant from the Felix Foundation (“Felix”) in connection with the USDH stablecoin sunset (committed in June 2026 and received in July 2026), and (viii) the portion of interest income generated from digital assets receivable. We believe Adjusted Gross Profit is a helpful financial measure to our management and investors as it aims to capture all in-period gross profit generated by our active operational strategies without the impact of (i) the temporary GAAP earnings volatility of token to LST conversion and reconversion, (ii) the temporary GAAP earnings volatility of depositing and redeeming USDH/USDC versus Hyperion Rysk Vault Shares and delays in recognition of upfront received premium on expired sold put and call options on the price of HYPE, (iii) the over-time GAAP recognition of the Company’s receipt of HPL and 2Z tokens as well as Skew equity, (iv) the timing delay between commitment and receipt of a grant from Felix, (v) dispersed GAAP presentment of our operational strategies across various Statements of Operations sections, or (vi) the impacts of gains and losses on our digital asset treasury. We believe Adjusted Gross Profit is a critical metric to quantify and compare our core operational activities between periods. In the Company’s earnings release and earnings supplement for three months ended September 30, 2025 and December 31, 2025, we previously reconciled Non-GAAP “Adjusted Gross Profit” to GAAP “Revenue”. Given changes in GAAP presentment related to staking and validating activities, we believe for quarterly presentment periods in 2026, the closest comparable GAAP metric to Adjusted Gross Profit is Gross Profit.

  2. The following are unaudited supplemental operating disclosures: Gross HYPE Tokens, the number of HYPE tokens staked at the Kinetiq x Hyperion Validator, Validator Commissions in HYPE, Staking Yield in HYPE (which includes accrued staking rewards on HYPE LSTs), and HYPE Earned in Staking & Validating (which includes accrued staking rewards on HYPE LSTs).

  3. Calculated as the sum of the in-period Non-GAAP Adjusted Gross Profit components of (a) Validator Commissions plus (b) Staking Yield (such figures being expressed in-period in US Dollars), divided by the sum of (a) Validator Commissions in HYPE plus (b) Staking Yield in HYPE.

  4. “Gross HYPE Holdings” is a non-GAAP measure. Gross HYPE Holdings is defined as the gross market value of the Company’s HYPE assuming (a) all temporary HYPE token use agreements are exited, (b) all collateralized OTC HYPE derivatives are exited (and any HYPE or HYPE LST collateral is returned to the Company), and (c) all HYPE LSTs are converted back to HYPE tokens as of the end of each respective reporting quarter. It is reconciled to the GAAP measure “HYPE digital assets” by adding (i) HYPE digital assets receivable (without subtracting allowance for credit loss or unamortized nonrefundable upfront fees), (ii) HYPE digital intangible assets receivable (without subtracting allowance for credit loss), (iii) HYPE LSTs at carrying value (including without limitation HiHYPE, kHYPE, and kmHYPE) and (iv) the unrealized accretion (dilution) expected upon LST to HYPE reconversion as of the end of each respective reporting quarter. We believe Gross HYPE Holdings is a helpful non-GAAP financial measure to our management and investors because it eliminates the temporary HYPE value impacts caused by our DeFi Monetization and Yield Enhancement token movements as well as the conversion and reconversion between HYPE tokens and LSTs, which (a) causes staking yield on our HYPE LSTs not to be recognized in-period in accordance with GAAP and (b) does not recognize upward mark-to-market movements in underlying HYPE tokens given LSTs are carried at the lower of cost basis or impaired value. As such, it provides useful information about our balance sheet, allows for greater transparency with respect to important metrics used by our management for financial, risk management and operational decision-making, and provides an additional tool for investors to understand and compare our operating results across reporting periods.

  5. “Operating Expenses Excluding Stock-Based Compensation” is a non-GAAP measure. Operating Expenses Excluding Stock-Based Compensation is defined as the Company’s operational expenses in-period excluding treasury value movements, stock-based compensation, and impairment of right of use assets. It is reconciled to the GAAP measure “Selling, general and administrative expense” by (i) subtracting stock-based compensation expense and (ii) adding research and development expense. Operating Expenses Excluding Stock-Based Compensation provides a metric of total operating expenditures in-period without the impact of treasury value movements, stock-based compensation, or impairment of right of use assets, thereby creating a helpful metric for operational expense comparisons between different periods for our management and investors.

  6. “Treasury Gains (Losses)” is a non-GAAP measure. Treasury Gains (Losses) is defined as the gross value change in the company’s digital asset treasury portfolio each period, adjusting for temporary GAAP impacts due to native token to LST conversion (or LST to native token reconversion) and not including the Company’s in-period operational activities (as captured in Adjusted Gross Profit described more fully in Footnote 1). It is reconciled to the GAAP measure “Net Operating Income (Expenses)” by (a) adding (i) research and development expense, (ii) selling, general, and administrative expense, (iii) impairment of right of use assets, (iv) provision for credit losses, and (v) the in-period change in unrealized accretion (dilution) expected upon LST to native token reconversion (including HYPE LSTs beginning in Q3’25 and KNTQ LSTs beginning in Q3’26), and (b) subtracting (i) accumulated but unrealized staking yield on LSTs, (ii) income from airdrops, (iii) realized gains and losses from Rysk Vault shares redemption, (iv) net gains on derivative instruments, and (v) treasury value changes attributable to derivative activity (which are already captured in the Non-GAAP metric “Adjusted Gross Profit”). Following these adjustments, Treasury Gains (Losses) is a singular metric that can present treasury value changes in isolation, which we believe is a helpful metric for management and investors given our large digital asset treasury position and the volatile nature of our digital assets.

  7. “Adjusted Other Income (Expense)” is a non-GAAP measure. Adjusted Other Income (Expense) reflects management’s view of recurring activities outside of core operating income and operating expenses. It is reconciled to the GAAP measure “Total Other Income (Expense), Net” by (a) adding back (i) interest expense, (ii) non-recurring gains and losses from reductions in legacy liabilities, and (iii) other non-recurring items which we do not consider material in nature, and (b) subtracting the portion of GAAP “Interest Income” generated from digital assets receivable. The items added back to Adjusted Other Income (Expense) are excluded because they are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods and competitors less meaningful. The item subtracted from Adjusted Other Income (Expense) is already captured in the Non-GAAP metric “Adjusted Gross Profit”, as further described in Footnote 1. We believe Adjusted Other Income (Expense) provides a helpful view to management and investors regarding recurring and ongoing income and expense items outside of core operating income and expenses, presented in a way to compare these elements over time.

  8. “Adjusted EBITDA” is a non-GAAP measure. Adjusted EBITDA is meant to reflect management’s view of recurring business activities and a more comparable view of the mark-to-market impacts on our digital asset treasury holdings in-period. It is reconciled to the GAAP measure “Net Income (Loss)” by removing (i) stock-based compensation, (ii) interest expense, (iii) provision for credit losses, (iv) income taxes, (v) depreciation and amortization expense (excluding amortization of operating lease), (vi) impairment of right of use assets, (vii) non-recurring gains and losses from reductions in legacy liabilities, and (viii) other non-recurring items which we do not consider material in nature; and, it adds in (i) the in-period change in unrealized accretion (dilution) expected upon LST to native token reconversion (including HYPE LSTs beginning in Q3’25 and KNTQ LSTs beginning in Q3’26), (ii) accumulated but unrealized yield enhancement activity as further described in Footnote 15, (iii) realized gains and losses from Rysk Vault shares redemption, (iv) the impact of upfront receipt and recognition of Company’s HPL tokens, 2Z tokens, and equity in Skew pursuant to its strategic agreements with HyperLend, DoubleZero, and Skew, respectively, and (v) the impact of a one-time grant from Felix in connection with the USDH stablecoin sunset (committed in June 2026 and received in July 2026). The items excluded from our Adjusted EBITDA are excluded because they are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods and competitors less meaningful. The items added to Adjusted EBITDA are included to give a more complete picture of our in-period operations and mark-to-market impacts on our digital assets, disregarding (i) the temporary GAAP earnings volatility of native token to LST conversion and LST to native token reconversion, (ii) the temporary GAAP earnings volatility of depositing and redeeming USDH/USDC versus Hyperion Rysk Vault Shares and delays in recognition of upfront received premium on expired sold HYPE put and call options, (iii) the over-time GAAP recognition of the Company’s receipt of HPL and 2Z tokens as well as Skew equity, and (iv) the timing delay between commitment and receipt of a grant from Felix. Adjusted EBITDA is used by management, in addition to GAAP financial measures, to understand and compare our operating results across accounting periods, for risk management and operational decision-making purposes. This non-GAAP measure provides investors with additional information in evaluating the Company’s operating performance.

  9. “Net Asset Value” is a non-GAAP measure. Net Asset Value is defined as the estimated market value of our digital assets less net outstanding debt. It is reconciled to the GAAP measure “HYPE digital assets” as adjusted to “Gross HYPE Holdings” (described more fully in Footnote 4) by (i) adding KNTQ, HPL, and 2Z digital assets at estimated market value, (ii) the value of Skew equity contractually owed to Hyperion as of its most recent raise in the three months ended September 30, 2026, (iii) adding Hyperion Rysk Vault Shares at cost basis, (iv) adding Current Assets, (v) subtracting Current Liabilities including current portion of Notes Payable, without subtracting corresponding debt discounts or any unamortized issuance expenses, and excluding Deferred Revenue, and (vi) subtracting Notes Payable (Non-current portion, without subtracting corresponding debt discounts or any unamortized issuance expenses). We believe Net Asset Value is a helpful non-GAAP financial measure to our management and investors because it provides a more complete picture of our net assets. It does not include other non-current assets or non-current liabilities beyond the aforementioned items. The Company believes Net Asset Value provides useful information about our balance sheet and financial performance, enhances the overall understanding of our past performance and future prospects, allows for greater transparency with respect to important metrics used by our management for financial, risk management and operational decision-making, and provides an additional tool for investors to use to understand and compare our operating results across accounting periods.

  10. Represents in-period accrued staking yield on LSTs. Staking yield on LSTs is not recognized in-period in accordance with GAAP; instead, LST staking yield may be recognized as a realized gain upon future reconversion from LSTs back into underlying native tokens.

  11. Represents the estimated future financial implications if all company-owned HYPE LSTs were reconverted to HYPE at the end of each respective period. Encapsulates both the temporary GAAP valuation methodology differences between LSTs and HYPE plus the realization of previously accrued but unrecognized staking yield on LSTs.

  12. In the three months ended September 30, 2025, Gain on extinguishment of liability and a reduction in accrued liability within other income was approximately $2.2 million and $0.2 million respectively, combined totaling $2.4 million. In the three months ended March 31, 2026, gain on extinguishment of liabilities within Other income (expense), net totaled $0.2 million. In the three months ended September 30, 2026, loss on extinguishment of liabilities within Other income (expense), net totaled $0.4 million, in connection with early prepayment of the Avenue Capital loan.

  13. In the reconciliation of “Total Other Income (Expense), Net” to “Adjusted Other Income (Expense)”, as well as in the reconciliation of “Net Income (Loss)” to “Adjusted EBITDA”, other non-recurring items include (a) gains and losses on sales and disposals of life sciences equipment and furniture, (b) release of reserves held against potential returns of company-sold items, (c) a one-time realized payment in connection with a terminated LOI, (d) gains and losses due to valuation differences in the time between contractual and actual delivery dates on certain company-paid expenses denominated in HYPE and in Company equity, and (e) the impact of accelerating the one-time grant from Felix Foundation in connection with the USDH stablecoin sunset (committed in June 2026 and received in July 2026).

  14. Estimated and unaudited figures as of September 30, 2026.

  15. Includes all net cash, cash equivalents, and USDC/USDH premiums received but unrealized on expired sold HYPE puts and calls, including within the Hyperion Rysk Vault, as well as third-party fees on yield enhancement activities (such third-party fees being included in DeFi Monetization within Non-GAAP Adjusted Gross Profit).

  16. Includes assets the Company considers to be economically equivalent, but not functionally equivalent, to cash, such as USDC and USDH Stablecoin as well as deposits and redemptions from the Hyperion Rysk Vault.

  17. “Adjusted Net Investing Cash Flow” is a non-GAAP measure. Adjusted Net Investing Cash Flow is defined as the estimated total net cash (including non-GAAP cash equivalents) generated from / (used for) acquisitions and dispositions of assets for investing purposes. It is reconciled to the GAAP measure “Net Cash and Cash Equivalents Provided By Investing Activities” by adding the net impact of non-cash digital asset acquisitions and dispositions. We believe Adjusted Net Investing Cash Flow is a helpful non-GAAP financial measure to our management and investors because it removes the in-period cash flow volatility which can be caused by purchases and sales of and by non-cash current assets, including USDC and USDH stablecoins. The Company believes Adjusted Net Investing Cash Flow provides useful information about our financial performance and cash flows with greater transparency for investors to understand and compare our operating results across accounting periods.

  18. “Adjusted Net Operating Cash Flow” is a non-GAAP measure. Adjusted Net Operating Cash Flow is defined as the estimated total net cash (including non-GAAP cash equivalents) generated from / (used for) the Company’s operating activities. It is reconciled to the GAAP measure “Net Cash and Cash Equivalents Provided By Operating Activities” by (a) subtracting the net impact of non-cash digital asset acquisitions and dispositions and (b) adding quarterly variance in assets the Company considers to be economically equivalent, but not functionally equivalent, to cash (including from time-to-time USDC and USDH stablecoins as well as deposits and redemptions from the Hyperion Rysk Vault). We believe Adjusted Net Operating Cash Flow is a helpful non-GAAP financial measure to our management and investors because it removes the in-period operating cash flow volatility which can be caused by the inflows and outflows of non-GAAP current assets functionally equivalent to cash.

  19. “Core Operating Earnings” is a non-GAAP measure. Core Operating Earnings is defined as all in-period gross profit less operational expenses incurred by the Company excluding gains and losses on its digital asset treasury, stock-based compensation, and impairment of right of use assets. It is reconciled to the GAAP measure “Gross Profit” as adjusted to non-GAAP “Adjusted Gross Profit” (described more fully in Footnote 1) by (i) adding selling, general and administrative expense, (ii) subtracting stock-based compensation expense, and (iii) adding research and development expense. Core Operating Earnings provides a metric of total operating earnings in-period without the impact of treasury value movements, stock-based compensation, or impairment of right of use assets. We believe Core Operating Earnings is a helpful metric to our management and investors to compare core operating activity across periods.

A graph accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/4f3ceee8-4158-4433-b009-b8f32d60444b

Operational Highlights for the Third Quarter of 2026

  • Common stock approved for quotation and began trading on the OTCQB Venture Market under the ticker symbol “DBHL” in July 2026
  • Selected as the sole industrial partner on three U.S. Department of Energy (“DOE”) Project GENESIS grants advancing artificial intelligence-enabled nuclear waste repository analysis
  • Announced results from a three-year DOE-funded study evaluating deep borehole disposal of waste generated by recycling used nuclear fuel
  • Subsequent to quarter-end, published customer case study with Slovenia’s Agency for Radio Active Waste Management highlighting the potential cost and operational benefits of Deep Isolation’s deep borehole disposal approach
  • Subsequent to quarter-end, announced receipt of a drilling permit from the Texas Railroad Commission for the Company’s full-scale, non-radioactive Commercialization Pilot near Cameron, Texas
  • Subsequent to quarter-end, began site preparation, including well pad construction for the full-scale, non-radioactive Commercialization Pilot near Cameron, Texas

Financial Highlights for the Third Quarter of 2026

  • Reported consolidated revenue of $1.8 million
  • Reported research and development expense of approximately $0.5 million related to the non-radioactive, full-scale, at-depth demonstration of the Company’s deep borehole waste disposal technology
  • Had available cash of $16.5 million as of September 30, 2026
  • Reported a net loss of $3.8 million primarily attributable to research and development and selling, general, and administrative expenses
  • Total common shares outstanding as of November 9, 2026 of 57,765,606

PLANO, Texas, Nov. 12, 2026 (GLOBE NEWSWIRE) — Deep Isolation Nuclear, Inc. (OTCQB: DBHL) (“Deep Isolation” or the “Company”), a leading innovator in nuclear waste disposal technology, today announced its operational and financial results for the three months ended September 30, 2026.

“The third quarter advanced our work toward commercial readiness,” said Rod Baltzer, CEO of Deep Isolation. “We announced results from a three-year DOE-funded study evaluating a permanent disposal pathway for waste from recycled nuclear fuel, and we continued to advance our full-scale, non-radioactive Commercialization Pilot near Cameron, Texas. Subsequent to quarter-end, receipt of the drilling permit from the Texas Railroad Commission and the start of well pad construction marked further steps toward field execution.

“Additionally, our common stock began trading on the OTCQB Venture Market in July, and we were selected as the sole industrial partner on three DOE Project GENESIS grants focused on artificial intelligence-enabled repository analysis. We believe the industry’s growing attention to the full nuclear fuel cycle reinforces the importance of developing practical permanent nuclear waste disposal solutions. Our focus remains on demonstrating our technology and working with customers and collaborators to advance its commercial adoption.”

Operational Progress

During the third quarter, Deep Isolation continued engineering and procurement activities for its non-radioactive, full-scale, at-depth demonstration of its deep borehole disposal technology (the “Commercialization Pilot”) at the Deep Borehole Demonstration Center (“DBDC”), located at Halliburton’s Drilling Technology Facility near Cameron, Texas. The program is designed to test borehole construction, surface handling, and full-scale emplacement and retrieval of the Company’s Universal Canister System (“UCS”). Subsequent to quarter-end, on October 1, 2026, the Company announced that the Texas Railroad Commission had issued a drilling permit, allowing the project to advance toward construction and field activities. The permit is for the non-radioactive pilot and does not authorize disposal of radioactive waste.

On October 28, 2026, the Company announced that site preparation, including well pad construction, had begun at the DBDC. The pad will support drilling, casing and cementing operations for the demonstration borehole as part of the Commercialization Pilot. The Commercialization Pilot is being conducted in collaboration with the DBDC, Halliburton, Amentum, NAC International and Occlusion Nuclear Solutions, using non-radioactive packages to simulate repository operations.

Commercial Progress and Other Company Events

In July 2026, the Company’s common stock was approved for quotation on the OTCQB Venture Market under the symbol “DBHL.” On July 23, 2026, Deep Isolation was selected as the sole industrial partner on three competitive grants under DOE’s Project GENESIS program. Two projects are led by Lawrence Berkeley National Laboratory and one by the University of South Carolina, advancing artificial intelligence-enabled repository site screening, design and performance analysis.

On September 22, 2026, Deep Isolation announced results from a three-year DOE-funded project under ARPA-E’s CURIE program, conducted with Argonne National Laboratory, Oklo and Case Western Reserve University. Deep Isolation evaluated packaging, repository design, long-term safety and economics for disposal of waste from recycled nuclear fuel. All disposal scenarios studied were projected to cost less than the program’s target of 0.1 cent per kilowatt-hour of electricity generated, and all scenarios under expected conditions met the study’s safety performance criteria.

Subsequent to quarter-end, on October 14, 2026, the Company published a customer case study featuring Slovenia’s Agency for Radioactive Waste Management. The assessment compared a standalone disposal facility for TRIGA II research-reactor spent fuel with integration into a proposed deep borehole repository for Krško Nuclear Power Plant spent fuel. The analysis found that integrating the smaller inventory could increase total repository lifecycle costs by less than approximately 0.5%, illustrating the potential benefits of shared disposal infrastructure.

Nuclear Industry Developments

Permanent nuclear waste disposal remained central to discussions of a sustainable nuclear fuel cycle during the third quarter and subsequent to quarter-end. In the United States, the Department of Energy continued exploring Nuclear Lifecycle Innovation Campuses through voluntary federal-state partnerships that could co-locate enrichment, fuel fabrication, used-fuel reprocessing and waste disposition. Utah, Tennessee, Oklahoma, Louisiana and Idaho signed memoranda of understanding in July. These agreements represent continued exploration of potential host sites, rather than authorization to construct or operate a repository. The initiative highlights the importance of considering permanent disposal alongside investment in nuclear generation and fuel recycling.

Internationally, Finland advanced toward permanent nuclear waste disposal in a mined repository when its nuclear safety regulator issued a favorable safety assessment in August. Subsequent to quarter-end, on October 22, the Finnish Government granted Posiva an operating license for its spent-fuel encapsulation and final disposal facility at Olkiluoto, the first such license for a mined repository worldwide. Commissioning tests, inspections and regulatory approvals remain necessary before production operations begin. Fuel-cycle innovation also continued in the United States: in October, ARPA-E selected eight projects for award negotiations under its HORNIG program focused on advanced reactor fuels and the use of recycled nuclear materials. In management’s view, recycling and permanent disposal are complementary elements of long-term waste management, including disposal of the residual waste generated by recycling.

Broader nuclear investment continued to reflect demand for reliable electricity, including from artificial intelligence and data centers. Subsequent to quarter-end, Google and Constellation announced a 20-year power purchase agreement on October 6 intended to enable 890 megawatts of additional nuclear capacity through upgrades at 11 existing reactor units. Such investments illustrate the role of existing nuclear facilities in meeting growing power demand while advanced reactor technologies progress toward deployment. In management’s view, continued operation of existing reactors, new nuclear capacity and investment in fuel recycling could expand the long-term need for permanent disposal solutions. Realizing that opportunity will depend on successful technology demonstration, licensing, financing, community engagement and, in the United States, legislative changes needed to allow commercialization of deep borehole disposal.

Financial Summary

(Amounts in thousands) For the Three Months Ended
    9/30/2026   9/30/2025
Revenue $ 1,787     $ 1,683  
Research and development expense   450       —  
Selling, general and administrative expenses   4,326       2,493  
Net Loss   (3,764 )     (1,307 )
EBITDA1   (3,819 )     (1,510 )
Adjusted EBITDA1   (3,369 )     (1,410 )
Cash (as of)   16,540       28,209  
               

Revenue increased by approximately $0.1 million, or 6%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase in revenue was primarily attributable to completion milestones achieved for certain projects at Deep Isolation along with increased billing at existing projects at Freestone Environmental Services, Inc. (“Freestone”), the Company’s wholly owned environmental consulting subsidiary.

Research and development expense increased by approximately $0.5 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase in research and development expense was attributed to the ordering of long-lead items and front-end engineering work related to the Company’s non-radioactive, full-scale, at-depth demonstration of its deep borehole disposal technologies.

Selling, general and administrative expenses increased by approximately $1.8 million, or 74%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase in selling, general and administrative expenses was primarily attributable to stock-based compensation along with higher employee and benefits expenses following the addition of 9 new employees since the beginning of 2026, including the Chief Financial Officer and General Counsel.

Net loss increased by $2.5 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to the increases in research and development and selling, general and administrative expenses described above.

EBITDA1 was a loss of 3.8 million for the three months ended September 30, 2026, compared to a loss of 1.5 million for the three months ended September 30, 2025. The decrease in EBITDA was primarily attributed to higher research and development expenses and selling, general, and administrative expenses as described above.

Adjusted EBITDA1 was a loss of $3.4 million for the three months ended September 30, 2026, compared to $1.4 million for the three months ended September 30, 2025. The decrease in Adjusted EBITDA was primarily attributed to higher selling, general, and administrative expenses as described above.

1 EBITDA and Adjusted EBITDA are non-GAAP financial measures and should not be used in isolation or as a substitute for Deep Isolation’s financial results presented in accordance with Generally Accepted Accounting Principles (“GAAP”). For the definitions and reconciliations of these measures to the most directly comparable financial measures calculated and presented in accordance with GAAP, please refer to Exhibit II at the end of this press release

About Deep Isolation

Deep Isolation (OTCQB: DBHL) is the first company to undertake development of technologies for nuclear waste disposal in deep boreholes. Deep Isolation’s solution is designed to offer a unique approach to help countries identify, plan for and complete the necessary steps to dispose of their nuclear waste inventories. With over 100 patents issued to date, Deep Isolation’s technology is designed to leverage proven drilling practices to allow safe isolation of waste deep underground in horizontal, vertical, or slanted borehole repositories. Deep Isolation’s Universal Canister System is engineered to support integrated management of spent fuel and high-level radioactive waste from legacy and advanced reactors across storage, transportation, and eventual disposal. In January 2026, Deep Isolation launched a full-scale, at-depth deep borehole Commercialization Pilot for its solution at Cameron, Texas, in collaboration with the Deep Borehole Demonstration Center, Halliburton (NYSE: HAL), Amentum (NYSE: AMTM), NAC International (TYO: 7004), and Occlusion Nuclear Solutions.

For more information, visit: deepisolation.com

Media Contact:

Sophie McCallum
media@deepisolation.com

Investor Contact:

Caldwell Bailey
ICR, Inc.
InvestorRelations@deepisolation.com

Forward-Looking Statements

Statements contained in this press release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements regarding our plans, objectives and expectations for our business, the future growth of our business and the nuclear energy and nuclear waste disposal industries as a whole, the Commercialization Pilot, and future benefits expected to arise from our strategic partnerships. In certain cases, forward-looking statements can be identified by the use of words and phrases or variations of words and phrases or statements such as “may,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “will,” “could,” “project,” “target,” “potential,” “continue” and similar expressions. Forward-looking statements are based on management’s belief and assumptions, including current expectations and projections about future events and trends, and on information currently available to management.

Forward-looking statements in this or any other news release are subject to a number of risks, uncertainties, and assumptions that could cause actual results to be materially different from those expressed or implied by such forward-looking statements. Such risks, uncertainties, and assumptions are subject to a number of factors, including, among others: the failure of a market to develop for our deep borehole disposal solutions as quickly as we expect or at all; a failure of demand for our solution to develop sufficiently; regulatory and legal developments, including issues relating to obtaining regulatory approvals or permissions on the timelines we expect or at all; our lack of profitability; delays or failure in our initiative to complete a full-scale, at-depth demonstration of our Universal Canister System and our deep borehole solution; our failure to enter into contracts with customers or, once we do enter into contracts, to continue such contractual relationships or to receive new contract awards; our dependency on governmental contracts and awards and our ability to finalize negotiations on same; our failure to manage our growth effectively or to execute our business plan; our failure to sustain and expand relationships with governmental entities and strategic partners; a failure in the assumptions or analyses we have used in supporting forecasts or plans; our inability to commercialize our products at scale; the development or deployment of other technologies or solutions supplanting or competing with our technologies; challenges to our intellectual property; failures to protect, maintain, enforce, and enhance our intellectual property, and claims by others of intellectual property infringement; political and public perceptions of nuclear energy, including perceptions as to accidents or other high-profile events involving nuclear power facilities or radioactive materials; our liquidity and ability to raise capital; any inability to control operating and project costs and project delays or other project-related problems; security (including cybersecurity) breaches or disruptions; geopolitical, macroeconomic, domestic events or crises, including supply chain disruptions and other risks and uncertainties outside of our control; weather and effects of climate change; and litigation or legal proceedings that may be brought against us.

The foregoing is not an exhaustive list of all the factors that may cause any forward-looking statements to prove inaccurate or our actual results to differ materially from our expectations and forecasts. Moreover, we operate in a highly regulated environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements, and we cannot guarantee future results, performance, or achievements. Accordingly, readers should not place undue reliance on forward-looking statements. We undertake no obligation to update any forward-looking statements for any reason after the date of this press release or to conform these statements to actual results or revised expectations, except as required by law. Additional information concerning the factors above and other factors will be found in the Company’s public filings with the Securities and Exchange Commission (the “SEC”), including the sections titled “Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 30, 2026, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, filed with the SEC on May 15, 2026 and August 7, 2026, respectively, our Registration Statement Form S-1, originally filed August 18, 2025 and subsequently amended, our Proxy Statement for our 2026 Annual Meeting of Stockholders as filed on April 29, 2026, and in filings with the SEC that will be made in the future.

The Company’s SEC filings are available free of charge at www.sec.gov or upon written request to Deep Isolation at InvestorRelations@deepisolation.com or CorpSec@deepisolation.com.

Exhibit I – Unaudited Interim Financial Information

Deep Isolation Nuclear, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)

  September 30,
2026
(Unaudited)
  December 31,
2025
Assets      
Current assets:      
Cash $ 16,540     $ 27,434  
Accounts receivable, net of allowance for credit losses of $135 and $118, respectively   769       439  
Contract assets   873       275  
Other current assets   836       672  
Total current assets   19,018       28,820  
       
Property, plant and equipment, net   193       128  
Intangible assets, net   13       73  
Finance lease right-of-use assets   9       11  
Operating lease right-of-use assets   178       269  
Goodwill   182       182  
Other non-current assets $ 72     $ 140  
Total assets $ 19,665     $ 29,623  
       
Liabilities and Stockholders’ Equity      
Current liabilities:      
Accounts payable $ 749     $ 1,113  
Accrued payroll   316       774  
Contract liabilities   225       150  
Finance lease liabilities, current   3       3  
Operating lease liabilities, current   136       125  
Other current liabilities   390       101  
Total current liabilities   1,819       2,266  
       
Finance lease liabilities, net of current portion   6       9  
Operating lease liabilities, net of current portion   48       152  
Total liabilities   1,873       2,427  
Commitments and Contingencies (Note 16)      
Stockholders’ Equity      
Common stock, par value $0.0001 per share, 300,000,000 shares authorized, 57,726,850 and 57,542,113 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively   6       6  
Additional paid-in capital   62,244       59,456  
Accumulated deficit   (44,719 )     (32,503 )
Accumulated other comprehensive income   261       237  
Total stockholders’ equity   17,792       27,196  
Total liabilities and stockholders’ equity $ 19,665     $ 29,623  
               

Deep Isolation Nuclear, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited) (in thousands, except share and per share data)

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
    2026       2025       2026       2025  
               
Revenue $ 1,787     $ 1,683     $ 4,553     $ 4,837  
Cost of services (exclusive of depreciation shown separately below)   (830 )     (700 )     (2,123 )     (2,118 )
Gross profit   957       983       2,430       2,719  
               
Operating expenses:              
Selling, general and administrative expenses   4,326       2,493       9,912       5,701  
Research and development   450       —       5,119       —  
Depreciation and amortization expense   36       29       86       88  
Total operating expenses   4,812       2,522       15,117       5,789  
               
Loss from operations   (3,855 )     (1,539 )     (12,687 )     (3,070 )
               
Gain on insurance settlement   —       —       27       —  
Other income   91       232       444       235  
Net loss before income taxes   (3,764 )     (1,307 )     (12,216 )     (2,835 )
               
Provision for income taxes   —       —       —       1  
Net loss $ (3,764 )   $ (1,307 )   $ (12,216 )   $ (2,836 )
               
Other comprehensive income (loss):              
Foreign currency translation adjustments   (9 )     160       24       120  
Total other comprehensive income (loss)   (9 )     160       24       120  
Net loss and other comprehensive loss $ (3,773 )   $ (1,147 )   $ (12,192 )   $ (2,716 )
               
Net loss per common share – basic and diluted $ (0.07 )   $ (0.02 )   $ (0.21 )   $ (0.06 )
Weighted average common shares outstanding – basic and diluted   57,691,306       54,260,091       57,660,360       45,750,667  
                               

Deep Isolation Nuclear, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited) (in thousands, except share and per share data)

  Common Stock   Preferred Stock
Series A
  Preferred Stock Series
A Prime
  Additional
Paid in
Capital
  Accumulated
Deficit
  Accumulated
Other
Comprehensive
Income
  Total
Stockholders’
Equity
  Shares   Amount   Shares   Amount   Shares   Amount        
Balance, January 1, 2025 773,941     $ —   655,351     $ —   115,057     $ —   $ 29,962     $ (27,167 )   $ 122     $ 2,917  
Retroactive application of Merger 39,127,838       4   (655,351 )     —   (115,057 )     —     (4 )     —       —       —  
Adjusted Balance beginning of quarter 39,901,779     $ 4   —     $ —   —     $ —   $ 29,958     $ (27,167 )   $ 122     $ 2,917  
Exercise of stock options 1,330,620       —   —       —   —       —     70       —       —       70  
Stock based compensation —       —   —       —   —       —     25       —       —       25  
Foreign currency translation adjustments —       —   —       —   —       —     —       —       (50 )     (50 )
Net loss —       —   —       —   —       —     —       (166 )     —       (166 )
Balance, March 31, 2025 41,232,399       4   —       —   —       —     30,053       (27,333 )     72       2,796  
                                       
Exercise of stock options 2,737,355       —   —       —   —       —     324       —       —       324  
Stock based compensation —       —   —       —   —       —     30       —       —       30  
Foreign currency translation adjustments —       —   —       —   —       —     —       —       10       10  
Net loss —       —   —       —   —       —     —       (1,363 )     —       (1,363 )
Balance, June 30, 2025 43,969,754       4   —       —   —       —     30,407       (28,696 )     82       1,797  
                                       
Exercise of stock options 304,545       —   —       —   —       —     40       —       —       40  
Stock based compensation —       —   —       —   —       —     192       —       —       192  
Shares issued in reverse acquisition 2,250,000       —   —       —   —       —     (176 )     —       —       (176 )
Treasury Stock (26,870 )     —   —       —   —       —     (81 )     —       —       (81 )
Shares issued in private placement offering, net of offering costs 11,012,387       1   —       —   —       —     28,847       —       —       28,848  
Foreign currency translation —       —   —       —   —       —     —       —       160       160  
Net loss —       —   —       —   —       —     —       (1,307 )     —       (1,307 )
Balance, September 30, 2025 57,509,816     $ 5   —     $ —   —     $ —   $ 59,229     $ (30,003 )   $ 242     $ 29,473  
                                                                   

Deep Isolation Nuclear, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited) (in thousands, except share and per share data)

  Common Stock   Preferred Stock
Series A
  Preferred Stock
Series A Prime
  Additional
Paid in
Capital
  Accumulated
Deficit
  Accumulated
Other
Comprehensive
Income
  Total
Stockholders’
Equity
  Shares   Amount   Shares   Amount   Shares   Amount        
Balance, January 1, 2026 57,542,113   $  6    —   $  —    —   $  —    $  59,456    $  (32,503 )   $  237      $  27,196   
Exercise of stock options and distribution of restricted stock units 105,500      —    —      —    —      —       4       —         —         4   
Stock based compensation —      —    —      —    —      —       522       —         —         522   
Foreign currency translation adjustments —      —    —      —    —      —       —       —         48         48   
Net loss —      —    —      —    —      —       —       (5,416 )      —         (5,416 )
Balance, March 31, 2026 57,647,613     6   —     —   —     —     59,982     (37,919 )     285     $  22,354   
                                       
Exercise of stock options and distribution of restricted stock units 19,500      —    —      —    —      —       —       —         —         —   
Stock based compensation —      —    —      —    —      —       363       —         —         363   
Foreign currency translation adjustments —      —    —      —    —      —       —       —         (15 )      (15 )
Net loss —      —    —      —    —      —       —       (3,036 )      —         (3,036 )
Balance, June 30, 2026 57,667,113     6   —     —   —     —     60,345     (40,955 )     270       19,666  
                                       
Exercise of stock options and distribution of restricted stock units 59,737      —    —      —    —      —       11       —         —         11   
Stock based compensation —      —    —      —    —      —       1,888       —         —         1,888   
Foreign currency translation —      —    —      —    —      —       —       —         (9 )      (9 )
Net loss —      —    —      —    —      —       —       (3,764 )      —         (3,764 )
Balance, September 30, 2026 57,726,850   $  6    —   $  —    —   $  —    $  62,244    $  (44,719 )   $  261      $  17,792   
                                                           

Deep Isolation Nuclear, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited) (in thousands, except share and per share data

  Nine Months Ended
September 30,
    2026       2025  
Cash Flows from Operating Activities:      
Net loss $ (12,216 )   $ (2,836 )
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization expense   86       88  
Interest expense   1       1  
Stock based compensation   2,773       247  
Gain on debt extinguishment   —       (74 )
Gain on insurance settlement   (27 )     —  
Changes in operating assets and liabilities:      
Accounts receivable   (347 )     (499 )
Allowance for credit losses   17       (17 )
Contract assets   (598 )     (30 )
Other current assets   (164 )     (968 )
Other non current assets   68       —  
Accounts payable   (364 )     605  
Contract liabilities   75       414  
Accrued expenses   (458 )     (174 )
Other current liabilities   289       16  
Operating lease right-of-use assets and lease liabilities   (3 )     (3 )
Net cash used in operating activities   (10,868 )     (3,230 )
Cash Flows from Investing Activities:      
Purchases of property, plant and equipment   (89 )     (38 )
Proceeds from insurance on disposal of fixed asset   27       —  
Cash acquired in reverse acquisition   —       7  
Net cash used in investing activities   (62 )     (31 )
Cash Flows from Financing Activities:      
Payment of finance lease liability   (3 )     —  
Proceeds from issuance of Series A Prime Preferred Stock   –       —  
Proceeds from Offering, net of Offering costs   —       28,848  
Payment of share repurchase liability   —       (81 )
Proceeds from exercise of stock options   15       434  
Net cash provided by financing activities   12       29,201  
       
Net change in cash and cash equivalents   (10,918 )     25,940  
Effect of exchange rate on cash and cash equivalents   24       120  
       
Cash and cash equivalents:      
Beginning of period   27,434       2,149  
End of period $ 16,540     $ 28,209  
       
Supplemental schedule of non-cash investing and financing activities:      
Issuance of common stock in reverse acquisition $ —     $ 176  
               

Exhibit II Non-GAAP Financial Measures: EBITDA and Adjusted EBITDA

EBITDA is defined as earnings before depreciation, amortization, finance income and expense, and taxes. Adjusted EBITDA is defined as EBITDA before certain items, including registration statement expenses and research and development expenses, that management believes are not indicative of core ongoing operations for the periods presented. EBITDA and Adjusted EBITDA are non-GAAP financial measures that are used as supplemental financial measures by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that these non-GAAP financial measures assist our management and investors by increasing the comparability of our performance from period to period. We believe that including EBITDA and Adjusted EBITDA assists our management and investors in (i) understanding and analyzing the results of our operating and business performance, (ii) selecting between investing in us and other investment alternatives and (iii) monitoring our ongoing financial and operational strength in assessing whether to purchase and/or to continue to hold our common shares. This is achieved by excluding the potentially disparate effects between periods of, in the case of EBITDA and Adjusted EBITDA, financial income and expenses,, taxes, depreciation and amortization; in the case of Adjusted EBITDA, registration statement expenses and research and development expenses, which are excluded because they relate to specific, discrete initiatives and may vary significantly based on the timing and scope of such activities.

EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered as alternatives to, or as substitutes for, or superior to, profit or loss, profit or loss from operations, earnings or loss per share or any other measure of operating performance presented in accordance with GAAP. Some of these limitations include the fact that they do not reflect (i) our cash expenditures or future requirements for capital expenditures or contractual commitments and (ii) changes in, or cash requirements for, our working capital needs. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. EBITDA and Adjusted EBITDA are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows and other companies in our industry may calculate these measures differently than we do, limiting their usefulness as a comparative measure.

In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as, or similar to, some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by the excluded items. Therefore, the non-GAAP financial measures as presented below may not be comparable to similarly titled measures of other companies in the nuclear or other industries.

The following table presents a reconciliation of net loss to EBITDA and Adjusted EBITDA for each of the periods presented (in thousands):

    For the Three Months Ended
    September 30, 2026   September 30, 2025
Net loss $  (3,764 )   $  (1,307 )
Depreciation and amortization expense   36       29  
Other income (expense)   (91 )     (232 )
Provision for income taxes   –       –  
EBITDA   (3,819 )     (1,510 )
Registration statement expenses (1)   –       100  
Research and development expenses (2)   450       –  
Adjusted EBITDA $  (3,369 )   $  (1,410 )
               

(1) Represents specific costs that are incremental and discrete to the periods presented and are not indicative of our core ongoing operations. For the three months ended September 30, 2025, these amounts were comprised of non-routine legal costs associated with the Company’s registration statement that do not qualify for equity issuance costs and outside the ordinary course of business.
(2) For the three months ended September 30, 2026, these amounts were comprised of research and development costs incurred to design, develop, test, and validate the Company’s technologies and services for the deep borehole disposal of nuclear waste. The Company believes excluding these investments provides investors with additional insight into the operating performance of its core business activities and enhances comparability across reporting periods by removing costs that may vary significantly based on the timing and scope of development initiatives.

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