— Motorhome RV Continues to Gain Share through Innovation and Operational Execution(1) —

— Recent Manufacturing Footprint Actions Expected to Drive Long-Term Returns —

— Barletta Continues to Expand Share of the U.S. Aluminum Pontoon Market(1) —

— Strong Cash Flows in the Quarter and an Improvement in Net Leverage to 2.2x —

— Company Issues Fiscal 2027 Financial Guidance —

EDEN PRAIRIE, Minn., Oct. 21, 2026 (GLOBE NEWSWIRE) — Winnebago Industries, Inc. (NYSE: WGO), a leading manufacturer of outdoor recreation products, today reported financial results for the Company’s fourth quarter and full year Fiscal 2026.

Fourth Quarter Fiscal 2026 Financial Summary

  • Net revenues of $645.1 million compared to $777.3 million in the fourth quarter of Fiscal 2025
  • Gross profit of $80.7 million, representing 12.5% gross margin, compared to $99.2 million, representing 12.8% gross margin in the fourth quarter of Fiscal 2025
  • Net income of $9.7 million, or $0.34 per diluted share; adjusted earnings per diluted share of $0.49 compared to $0.71 in the fourth quarter of Fiscal 2025
  • Adjusted EBITDA of $32.6 million, representing 5.1% adjusted EBITDA margin
  • Net cash flow from operations of $142.5 million
  • Net leverage ratio improved to 2.2x at quarter end

Full Year Fiscal 2026 Financial Summary

  • Net revenues of $2,703.9 million compared to $2,798.2 million in Fiscal 2025
  • Gross profit of $350.2 million, representing 13.0% gross margin, compared to $365.1 million, representing 13.0% gross margin in Fiscal 2025
  • Net income of $34.5 million, or $1.21 per diluted share; adjusted earnings per diluted share of $1.79 compared to $1.67 in Fiscal 2025
  • Adjusted EBITDA of $125.0 million, representing 4.6% adjusted EBITDA margin
  • Net cash flow from operations of $168.7 million

CEO Commentary
“Fiscal 2026 highlighted the resilience of our portfolio and the disciplined execution of our teams in a persistently challenging retail environment,” said President and Chief Executive Officer Michael Happe. “By maintaining focus on the factors within our control, including product innovation, operational improvements and deliberate production and inventory management, we continued to strengthen our brands and position the portfolio for long-term growth.

“Even as market pressure across our segments persisted, we began to see encouraging early signs across several strategic initiatives: real traction in the Winnebago Motorhome transformation, stabilizing share trends and improving market share at Grand Design Towables, growing market penetration for Grand Design Motorized, and impressive share growth at Winnebago Towables,” Happe said. “We took actions to rationalize capacity, drive operational efficiency, and better align our manufacturing footprint with market demand. These initiatives remain at different stages of development, and we expect their financial contribution to build gradually, with greater value accruing in future years. Together with the strong continued growth of Barletta’s market presence in pontoons and our growing portable power offerings, this progress reinforces our confidence in the long-term earnings potential of our portfolio.

“At multiple retail, trade, and dealer meeting events in September, we demonstrated the breadth of our portfolio with new offerings across brands, product categories and price points. Dealer feedback was encouraging and reinforced that the investments we’ve made around both innovation and affordability are well aligned with evolving consumer preferences, positioning us to capitalize on opportunities within our control while continuing to elevate the ownership experience.”

Fourth Quarter Fiscal 2026 Results

Net revenues were $645.1 million, a decrease of 17.0% compared to $777.3 million in the fourth quarter of Fiscal 2025, primarily due to lower unit volume and product mix, partially offset by selective price adjustments.

Gross profit was $80.7 million, a decrease of 18.6% compared to $99.2 million in the fourth quarter of Fiscal 2025. Gross profit margin decreased 30 basis points in the quarter to 12.5%, primarily due to volume deleverage, partially offset by operational efficiencies from Motorhome segment transformation initiatives.

Operating expenses were $63.1 million, a decrease of 20.1% compared to $79.1 million in the fourth quarter of Fiscal 2025, primarily due to cost reduction initiatives.

Operating income was $17.6 million, a decrease of 12.3% compared to $20.1 million in the fourth quarter of Fiscal 2025.

Net income was $9.7 million, compared to $13.7 million in the fourth quarter of Fiscal 2025. Reported earnings per diluted share was $0.34, compared to a reported earnings per diluted share of $0.49 in the fourth quarter of Fiscal 2025. Adjusted earnings per diluted share was $0.49, a decrease of 31.0% compared to adjusted earnings per diluted share of $0.71 in the fourth quarter of Fiscal 2025.

Consolidated Adjusted EBITDA was $32.6 million, a decrease of 14.7%, compared to $38.2 million in the fourth quarter of Fiscal 2025.

Full Year Fiscal 2026 Results

Net revenues were $2.7 billion, a decrease of 3.4% compared to $2.8 billion in Fiscal 2025, primarily due to lower unit volume, partially offset by selective price adjustments and product mix.

Gross profit was $350.2 million, a decrease of 4.1% compared to $365.1 million in Fiscal 2025. Gross profit margin remained consistent year-over-year at 13.0% as volume deleverage was largely offset by selective price adjustments.

Operating expenses were $284.0 million, compared to $307.9 million in Fiscal 2025. Operating expenses decreased primarily due to cost reduction initiatives, partially offset by costs to support the growth of the Grand Design Motorhome business.

Operating income was $66.2 million, an increase of 15.7% compared to $57.2 million in Fiscal 2025.

Net income was $34.5 million, compared to $25.7 million in Fiscal 2025. Reported earnings per diluted share was $1.21, an increase of 33.0% compared to reported earnings per diluted share of $0.91 in Fiscal 2025. Adjusted earnings per diluted share was $1.79, an increase of 7.2% compared to adjusted earnings per diluted share of $1.67 in Fiscal 2025.

Consolidated Adjusted EBITDA was $125.0 million, an increase of 2.5%, compared to $121.9 million in Fiscal 2025.

Fourth Quarter and Fiscal 2026 Segments Summary

Towable RV

  Three Months Ended
($, in millions) August 29, 2026   August 30, 2025   Change(1)
Net revenues $ 220.3     $ 306.3     (28.1)%
Operating income $ 9.3     $ 21.4     (56.5)%
Operating income margin   4.2 %     7.0 %   (280) bps
(1)  Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
 
  • Net revenues decreased primarily due to lower unit volume and a shift in product mix toward lower price-point models, partially offset by selective price adjustments.
  • Operating income margin decreased primarily due to volume deleverage and higher discounts and allowances, partially offset by cost containment initiatives and selective price adjustments.
  Year Ended
($, in millions) August 29, 2026   August 30, 2025   Change(1)
Net revenues $ 1,050.8     $ 1,220.2     (13.9)%
Operating income $ 47.5     $ 72.7     (34.7)%
Operating income margin   4.5 %     6.0 %   (150) bps
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
 
  • Net revenues decreased primarily due to lower unit volume and a shift in product mix toward lower price-point models, partially offset by selective price adjustments.
  • Operating income margin decreased primarily due to volume deleverage, higher discounts and allowances, and product mix, partially offset by selective price adjustments and cost containment initiatives.

Motorhome RV

  Three Months Ended
($, in millions) August 29, 2026   August 30, 2025   Change(1)
Net revenues $ 323.6     $ 361.2     (10.4)%
Operating income $ 7.9     $ (0.3 )   NM
Operating income margin   2.4 %   (0.1)%   250 bps
(1)  Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
NM: Not meaningful.              
               
  • Net revenues decreased primarily due to lower unit volume and a shift in product mix toward lower price-point models, partially offset by lower discounts and allowances.
  • Operating income margin increased primarily due to operational efficiencies from transformation initiatives, lower discounts and allowances, and cost containment initiatives, partially offset by volume deleverage.
  Year Ended
($, in millions) August 29, 2026   August 30, 2025   Change(1)
Net revenues $ 1,257.5     $ 1,159.7     8.4 %
Operating income $ 33.2     $ (7.3 )   NM
Operating income margin   2.6 %   (0.6)%   320 bps
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
NM:Not meaningful.
 
  • Net revenues increased primarily due to higher unit volume, selective price adjustments, and lower discounts and allowances.
  • Operating income margin increased primarily due to lower discounts and allowances, and volume leverage.

Marine

  Three Months Ended
($, in millions) August 29, 2026   August 30, 2025   Change(1)
Net revenues $ 92.3     $ 94.9     (2.7)%
Operating income $ 6.6     $ 6.7     (1.5)%
Operating income margin   7.1 %     7.1 %   —  bps
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
NM:Not meaningful.
 
  • Net revenues decreased primarily due to a shift in product mix toward lower price-point models, partially offset by selective price adjustments.
  • Operating income margin was consistent with prior year primarily due to selective price adjustments, offset by product mix.
  Year Ended
($, in millions) August 29, 2026   August 30, 2025   Change(1)
Net revenues $ 356.4     $ 367.8     (3.1)%
Operating income $ 20.9     $ 27.7     (24.5)%
Operating income margin   5.9 %     7.5 %   (160) bps
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
NM:Not meaningful.
 
  • Net revenues decreased primarily due to a shift in product mix toward lower price-point models and lower unit volume, partially offset by selective price adjustments.
  • Operating income margin decreased primarily due to volume deleverage and higher warranty expense, partially offset by selective price adjustments.

Balance Sheet and Cash Flow
At the end of the fourth quarter of Fiscal 2026, cash and cash equivalents totaled $181.4 million compared to $57.1 million at the end of the Fiscal 2026 third quarter and $174.0 million at the end of Fiscal 2025. Total outstanding debt was $443.3 million, which included $450.0 million of debt, net of issuance costs of $6.7 million. Working capital improved to $419.1 million, reflecting disciplined balance sheet management and stronger operating efficiency. Cash flow provided by operations was $142.5 million in the Fiscal 2026 fourth quarter. Net leverage was 2.2x at the end of the Fiscal 2026 fourth quarter, down from 3.0x at the end of the third quarter, reflecting strong cash generation and continued progress in strengthening our leverage position.

Quarterly Cash Dividend and Share Repurchases
On August 12, 2026, the Company’s Board of Directors approved a 3% increase in the quarterly cash dividend to $0.36 per share. The dividend was paid on September 23, 2026, to common stockholders of record at the close of business on September 9, 2026.

“Fiscal 2026 also reflected the strength of our balance sheet and disciplined approach to capital allocation,” Happe said. “The renewal and extension of our $350 million revolving credit facility through 2031 and the Board’s decision to increase the quarterly dividend underscore our confidence in the business and long-term strategy. Supported by solid operating cash flow, improved working-capital performance and lower year-end leverage, we exited the year with a stronger balance sheet and the flexibility to continue investing in innovation, operations and customer experience.”

Outlook

For calendar year 2026, Winnebago Industries now expects North American RV wholesale shipments in the range of 275,000 to 295,000 units. For calendar year 2027, Winnebago Industries anticipates total North American RV wholesale shipments in the range of 265,000 to 295,000 units. Based on this outlook and the current business environment, in Fiscal 2027 the Company expects:

  • Consolidated net revenues in the range of $2.65 to $2.80 billion;
  • Reported earnings per diluted share in the range of $0.90 to $1.50; and
  • Adjusted earnings per diluted share in the range of $1.65 to $2.25(2)

The Company’s outlook takes into account prevailing trends in the RV sector, including the impacts from current policy and trade environment, competitive dynamics, shifts in consumer preferences, and key macroeconomic factors that may influence overall demand.

“Fiscal 2027 outlook reflects a market where the timing and pace of recovery remain difficult to predict,” Happe said. “We will stay focused on serving our customer and dealers at high levels, delivering differentiated products that consumers value and continuing to strengthen our operational efficiency and discipline. The progress we made in fiscal 2026 gives us a stronger operating foundation to manage near-term volatility and capitalize on opportunities as they emerge.”

Q4 FY 2026 Conference Call
Winnebago Industries, Inc. will discuss fourth quarter and full year Fiscal 2026 earnings results during a conference call scheduled for 9:00 a.m. Central Time today. Members of the news media, investors and the general public are invited to access a live broadcast of the conference call and view the accompanying presentation slides via the Investor Relations page of the Company’s website at http://investor.wgo.net. The event will be archived and available for replay for the next 90 days.

About Winnebago Industries
Winnebago Industries, Inc. is a leading North American manufacturer of outdoor recreation products under the Winnebago, Grand Design, Chris-Craft, Newmar and Barletta brands, which are used primarily in leisure travel and outdoor recreation activities. The Company builds high-quality motorhomes, travel trailers, fifth-wheel products, outboard and sterndrive powerboats, pontoons, and commercial community outreach vehicles. Committed to advancing sustainable innovation and leveraging vertical integration in key component areas, Winnebago Industries has multiple facilities in Iowa, Indiana, Minnesota and Florida. The Company’s common stock is listed on the New York Stock Exchange and traded under the symbol WGO. For access to Winnebago Industries’ investor relations material or to add your name to an automatic email list for Company news releases, visit http://investor.wgo.net.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the business outlook and financial guidance for Fiscal 2027. Investors are cautioned that forward-looking statements are inherently uncertain and involve potential risks and uncertainties. A number of factors could cause actual results to differ materially from these statements, including, but not limited to general economic uncertainty in key markets and a worsening of domestic and global economic conditions or low levels of economic growth, including changes in consumer disposable income; availability of financing for RV and marine dealers and retail purchasers; competition and new product introductions by competitors; ability to innovate and commercialize new products; ability to manage our inventory to meet demand; risk related to cyclicality and seasonality of our business; risk related to performance and financial condition of independent dealers; risk related to dealer consolidation or the loss of a significant dealer; significant increase in repurchase obligations; ability to retain relationships with our suppliers and obtain components; business or production disruptions; inadequate management of dealer inventory levels; increased material and component costs, including availability and price of fuel and other raw materials; risk related to changes in trade policy, including tariffs; ability to manage strategic acquisitions, alliances, joint ventures and partnerships; ability to attract and retain qualified personnel and changes in market compensation rates; exposure to warranty claims and product recalls; ability to protect our information technology systems from failures and disruptions, including those associated with system implementations; risks related to cybersecurity incidents; risks related to the use of Artificial Intelligence (“AI”) technologies; ability to maintain compliance with data governance; ability to retain brand reputation and related exposure to product liability claims; governmental regulation, including for climate change; increased attention to sustainability matters, and our ability to meet our commitments; impairment of goodwill and trade names; risks related to our 2030 Convertible Notes and Senior Secured Notes, including our ability to satisfy our obligations under these notes; and changes in recommendations or a withdrawal of coverage by third-party securities analysts. Additional information concerning certain risks and uncertainties that could cause actual results to differ materially from that projected or suggested is contained in the Company’s filings with the Securities and Exchange Commission (“SEC”) over the last 12 months, copies of which are available from the SEC or from the Company upon request. We caution that the foregoing list of important factors is not complete. The Company disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this release or to reflect any changes in the Company’s expectations after the date of this release or any change in events, conditions or circumstances on which any statement is based, except as required by law.

Contacts
Investors: Joan Ondala
ir@winnebagoind.com

Media: Dan Sullivan
media@winnebagoind.com

Winnebago Industries, Inc.
Footnotes to News Release

Footnotes:

(1) Source: Statistical Surveys Inc. for the trailing 12 months ended 8/31/2026 and 8/31/2025.
(2) Fiscal 2027 adjusted EPS guidance primarily excludes the pretax impact of intangible amortization of approximately $22 million and restructuring and related costs of approximately $6 million.

Winnebago Industries, Inc.
Condensed Consolidated Statements of Income
(Unaudited and subject to reclassification)
   
  Three Months Ended
(in millions, except percent and per share data) August 29, 2026   August 30, 2025
Net revenues $ 645.1   100.0 %   $ 777.3     100.0 %
Cost of goods sold   564.4   87.5 %     678.1     87.2 %
Gross profit   80.7   12.5 %     99.2     12.8 %
Selling, general, and administrative expenses   57.6   8.9 %     73.7     9.5 %
Amortization   5.5   0.9 %     5.4     0.7 %
Total operating expenses   63.1   9.8 %     79.1     10.2 %
Operating income   17.6   2.7 %     20.1     2.6 %
Interest expense, net   4.6   0.6 %     6.6     0.8 %
Non-operating loss   0.4   0.1 %     0.2     0.1 %
Income before income taxes   12.6   2.0 %     13.3     1.7 %
Income tax provision (benefit)   2.9   0.5 %     (0.4 )   (0.1)%
Net income $ 9.7   1.5 %   $ 13.7     1.8 %
               
Earnings per common share:              
Basic $ 0.34       $ 0.49      
Diluted $ 0.34       $ 0.49      
Weighted average common shares outstanding:              
Basic   28.3         28.0      
Diluted   28.6         28.2      
               
  Year Ended
(in millions, except percent and per share data) August 29, 2026   August 30, 2025
Net revenues $ 2,703.9   100.0 %   $ 2,798.2     100.0 %
Cost of goods sold   2,353.7   87.0 %     2,433.1     87.0 %
Gross profit   350.2   13.0 %     365.1     13.0 %
Selling, general, and administrative expenses   262.3   9.7 %     285.8     10.2 %
Amortization   21.7   0.8 %     22.1     0.8 %
Total operating expenses   284.0   10.5 %     307.9     11.0 %
Operating income   66.2   2.4 %     57.2     2.0 %
Interest expense, net   20.9   0.8 %     25.9     0.9 %
Loss on note repurchase   0.8   — %     2.0     0.1 %
Non-operating loss (income)   0.1   — %     (0.8 )   (0.1)%
Income before income taxes   44.4   1.6 %     30.1     1.1 %
Income tax provision   9.9   0.4 %     4.4     0.2 %
Net income $ 34.5   1.2 %   $ 25.7     0.9 %
               
Earnings per common share:              
Basic $ 1.22       $ 0.91      
Diluted $ 1.21       $ 0.91      
Weighted average common shares outstanding:              
Basic   28.2         28.2      
Diluted   28.4         28.3      
                     
Amounts in tables are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
In addition, percentages may not add in total due to rounding.                    
                     

Winnebago Industries, Inc.
Condensed Consolidated Balance Sheets
(Unaudited and subject to reclassification)
       
(in millions) August 29, 2026   August 30, 2025
Assets      
Current assets      
Cash and cash equivalents $ 181.4   $ 174.0
Receivables, net   153.5     192.0
Inventories, net   404.7     396.4
Prepaid expenses and other current assets   38.7     29.8
Total current assets   778.3     792.2
Property, plant, and equipment, net   317.6     333.0
Goodwill   484.2     484.2
Other intangible assets, net   435.3     456.9
Investment in life insurance   28.3     27.1
Operating lease assets   39.6     41.6
Other long-term assets   18.2     19.4
Total assets $ 2,101.5   $ 2,154.4
       
Liabilities and Shareholders’ Equity      
Current liabilities      
Accounts payable $ 174.1   $ 129.3
Accrued expenses   185.1     197.8
Total current liabilities   359.2     327.1
Long-term debt, net   443.3     540.5
Deferred income tax liabilities, net   12.3     5.9
Unrecognized tax benefits   4.1     4.8
Long-term operating lease liabilities   36.3     39.3
Deferred compensation benefits, net of current portion   4.3     5.1
Other long-term liabilities   5.4     7.0
Total liabilities   864.9     929.7
Shareholders’ equity   1,236.6     1,224.7
Total liabilities and shareholders’ equity $ 2,101.5   $ 2,154.4
           

Winnebago Industries, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited and subject to reclassification)
   
  Year Ended
(in millions) August 29, 2026   August 30, 2025
Operating activities      
Net income $ 34.5     $ 25.7  
Adjustments to reconcile net income to net cash provided by operating activities      
Depreciation   38.3       38.5  
Amortization   21.7       22.1  
Amortization of debt issuance costs   2.5       3.0  
Last in, first-out expense   0.1       1.8  
Stock-based compensation   16.9       15.8  
Deferred income taxes   6.3       2.9  
Deferred compensation expense   0.6       0.7  
Loss on note repurchase (Note 8)   0.8       2.0  
Asset impairment   —       1.2  
Restructuring and related costs   1.6       2.9  
Other, net   (2.7 )     (1.0 )
Change in operating assets and liabilities, net of assets and liabilities acquired      
Receivables, net   38.5       (8.2 )
Inventories, net   (8.4 )     40.5  
Prepaid expenses and other assets   (4.3 )     9.2  
Accounts payable   43.7       (11.6 )
Income taxes and unrecognized tax benefits   3.3       1.3  
Accrued expenses and other liabilities   (24.7 )     (17.9 )
Net cash provided by operating activities   168.7       128.9  
       
Investing activities      
Purchases of property, plant, and equipment   (24.1 )     (39.4 )
Proceeds from the sale of property, plant, and equipment   5.6       2.2  
Other, net   —       2.4  
Net cash used in investing activities   (18.5 )     (34.8 )
       
Financing activities      
Borrowings on long-term debt   3.0       48.8  
Repayments on long-term debt   (103.0 )     (208.7 )
Payments of cash dividends   (39.9 )     (38.9 )
Payments for repurchases of common stock   (1.7 )     (53.7 )
Payments of debt issuance costs   (2.2 )     —  
Other, net   1.0       1.5  
Net cash used in financing activities   (142.8 )     (251.0 )
       
Net increase (decrease) in cash and cash equivalents   7.4       (156.9 )
Cash and cash equivalents at beginning of period   174.0       330.9  
Cash and cash equivalents at end of period $ 181.4     $ 174.0  
       
       
Supplemental Disclosures      
Income taxes paid, net $ 0.9     $ 2.5  
Interest paid   22.3       29.5  
       
Non-cash investing and financing activities      
Capital expenditures in accounts payable $ 1.4     $ 0.4  
Dividends declared not yet paid   11.7       11.0  
Increase in lease assets in exchange for lease liabilities:      
Operating leases   5.5       2.7  
Financing leases   —       0.2  
               

Winnebago Industries, Inc.
Supplemental Information by Reportable Segment – Towable RV
(in millions, except unit data)
(Unaudited and subject to reclassification)
   
  Three Months Ended
  August 29, 2026   % of Revenues(1)   August 30, 2025   % of Revenues(1)   $ Change(1)   % Change(1)
Net revenues $ 220.3       $ 306.3       $ (86.0 )   (28.1)%
Operating income   9.3   4.2 %     21.4   7.0 %     (12.1 )   (56.5)%
                       
  Three Months Ended
Unit deliveries August 29, 2026   Product Mix(2)   August 30, 2025   Product Mix(2)   Unit Change   % Change
Travel trailer   4,671   78.0 %     5,680   72.5 %     (1,009 )   (17.8)%
Fifth wheel   1,314   22.0 %     2,153   27.5 %     (839 )   (39.0)%
Total Towable RV   5,985   100.0 %     7,833   100.0 %     (1,848 )   (23.6)%
                       
  Year Ended
  August 29, 2026   % of Revenues(1)   August 30, 2025   % of Revenues(1)   $ Change(1)   % Change(1)
Net revenues $ 1,050.8       $ 1,220.2       $ (169.4 )   (13.9)%
Operating income   47.5   4.5 %     72.7   6.0 %     (25.2 )   (34.7)%
                       
  Year Ended
Unit deliveries August 29, 2026   Product Mix(2)   August 30, 2025   Product Mix(2)   Unit Change   % Change
Travel trailer   20,021   74.1 %     21,714   69.7 %     (1,693 )   (7.8)%
Fifth wheel   6,983   25.9 %     9,455   30.3 %     (2,472 )   (26.1)%
Total Towable RV   27,004   100.0 %     31,169   100.0 %     (4,165 )   (13.4)%
                       
Dealer Inventory(3) August 29, 2026       August 30, 2025       Unit Change   % Change
Units   15,471         16,200         (729 )   (4.5)%
                               
(1)  Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2)  Percentages may not add due to rounding differences.
(3)  Data is based on the latest information available from our dealer partners and is subject to timing of reporting and other limitations.
 

Winnebago Industries, Inc.
Supplemental Information by Reportable Segment – Motorhome RV
(in millions, except unit data)
(Unaudited and subject to reclassification)
   
  Three Months Ended
  August 29, 2026   % of Revenues(1)   August 30, 2025   % of Revenues(1)   $ Change(1)   % Change(1)
Net revenues $ 323.6       $ 361.2         $ (37.6 )   (10.4)%
Operating income (loss)   7.9   2.4 %     (0.3 )   (0.1)%     8.2     NM
                       
  Three Months Ended
Unit deliveries August 29, 2026   Product Mix(2)   August 30, 2025   Product Mix(2)   Unit Change   % Change
Class A   187   11.9 %     403     23.1 %     (216 )   (53.6)%
Class B   518   33.0 %     524     30.0 %     (6 )   (1.1)%
Class C   865   55.1 %     818     46.9 %     47     5.7 %
Total Motorhome RV   1,570   100.0 %     1,745     100.0 %     (175 )   (10.0)%
                       
  Year Ended
  August 29, 2026   % of Revenues(1)   August 30, 2025   % of Revenues(1)   $ Change(1)   % Change(1)
Net revenues $ 1,257.5       $ 1,159.7         $ 97.7     8.4 %
Operating income (loss)   33.2   2.6 %     (7.3 )   (0.6)%     40.4     NM
                       
  Year Ended
Unit deliveries August 29, 2026   Product Mix(2)   August 30, 2025   Product Mix(2)   Unit Change   % Change
Class A   892   15.1 %     1,211     21.1 %     (319 )   (26.3)%
Class B   1,934   32.6 %     1,682     29.3 %     252     15.0 %
Class C   3,099   52.3 %     2,849     49.6 %     250     8.8 %
Total Motorhome RV   5,925   100.0 %     5,742     100.0 %     183     3.2 %
                       
Dealer Inventory(3) August 29, 2026       August 30, 2025       Unit Change   % Change
Units   3,395         3,562           (167 )   (4.7)%
 
(1)  Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2)  Percentages may not add due to rounding differences.
(3)  Data is based on the latest information available from our dealer partners and is subject to timing of reporting and other limitations.
NM: Not meaningful.
 

Winnebago Industries, Inc.
Supplemental Information by Reportable Segment – Marine
(in millions, except unit data)
(Unaudited and subject to reclassification)
   
  Three Months Ended
  August 29, 2026   % of Revenues(1)   August 30, 2025   % of Revenues(1)   $ Change(1)   % Change(1)
Net revenues $ 92.3       $ 94.9       $ (2.6 )   (2.7)%
Operating income   6.6   7.1 %     6.7   7.1 %     (0.1 )   (1.5)%
                       
  Three Months Ended
Unit deliveries August 29, 2026       August 30, 2025       Unit Change   % Change
Boats   1,141         1,164         (23 )   (2.0)%
                       
  Year Ended
  August 29, 2026   % of Revenues(1)   August 30, 2025   % of Revenues(1)   $ Change(1)   % Change(1)
Net revenues $ 356.4       $ 367.8       $ (11.4 )   (3.1)%
Operating income   20.9   5.9 %     27.7   7.5 %     (6.8 )   (24.5)%
                       
  Year Ended
Unit deliveries August 29, 2026       August 30, 2025       Unit Change   % Change
Boats   4,423         4,635         (212 )   (4.6)%
                       
Dealer Inventory(2,3) August 29, 2026       August 30, 2025       Unit Change   % Change
Units   2,510         2,687         (177 )   (6.6)%
 
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) Due to the nature of the Marine industry, this amount includes a higher proportion of retail sold units than our other segments.
(3) Data is based on the latest information available from our dealer partners and is subject to timing of reporting and other limitations.
NM: Not meaningful.
 

Winnebago Industries, Inc.
Non-GAAP Reconciliation
(Unaudited and subject to reclassification)
 
Non-GAAP financial measures, which are not calculated or presented in accordance with accounting principles generally accepted in the United States (“GAAP”), have been provided as information supplemental and in addition to the financial measures presented in the accompanying news release that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented in the news release. The non-GAAP financial measures presented may differ from similar measures used by other companies.
 
The following table reconciles diluted earnings per share to Adjusted diluted earnings per share:
       
  Three Months Ended   Year Ended
  August 29, 2026   August 30, 2025   August 29, 2026   August 30, 2025
Diluted earnings per share $ 0.34     $ 0.49     $ 1.21     $ 0.91  
Amortization(1)   0.19       0.19       0.76       0.78  
Loss on note repurchase(1)   —       —       0.03       0.07  
Asset impairment(1)   —       —       —       0.04  
Restructuring and related costs(1)   —       0.10       0.06       0.10  
Gain on sale of property, plant and equipment(1)   —       —       (0.10 )     —  
Tax impact of adjustments(2)   (0.04 )     (0.07 )     (0.17 )     (0.23 )
Adjusted diluted earnings per share(3) $ 0.49     $ 0.71     $ 1.79     $ 1.67  
 
(1) Represents a pre-tax adjustment.
(2) Income tax impact calculated using the statutory tax rate for the U.S. of 22.0% and 23.0% for Fiscal 2026 and Fiscal 2025.
(3) Per share numbers may not foot due to rounding.
 

The following table reconciles net income to consolidated EBITDA and Adjusted EBITDA:

  Three Months Ended   Year Ended
(in millions) August 29, 2026   August 30, 2025   August 29, 2026   August 30, 2025
Net income $ 9.7   $ 13.7     $ 34.5     $ 25.7  
Interest expense, net   4.6     6.6       20.9       25.9  
Income tax provision (benefit)   2.9     (0.4 )     9.9       4.4  
Depreciation   9.5     9.8       38.3       38.5  
Amortization   5.5     5.4       21.7       22.1  
EBITDA   32.2     35.1       125.3       116.6  
Loss on note repurchase   —     —       0.8       2.0  
Asset impairment   —     —       —       1.2  
Restructuring and related costs   —     2.9       1.6       2.9  
Gain on sale of property, plant and equipment   —     —       (2.8 )     —  
Non-operating loss (income)   0.4     0.2       0.1       (0.8 )
Adjusted EBITDA $ 32.6   $ 38.2     $ 125.0     $ 121.9  
                             

Non-GAAP performance measures of Adjusted diluted earnings per share, EBITDA and Adjusted EBITDA have been provided as comparable measures to illustrate the effect of non-recurring transactions occurring during the reported periods and to improve comparability of our results from period to period. Adjusted diluted earnings per share is defined as diluted earnings per share adjusted for after-tax items that impact the comparability of our results from period to period. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation and amortization expense and other pretax adjustments made in order to present comparable results from period to period. Management believes Adjusted diluted earnings per share and Adjusted EBITDA provide meaningful supplemental information about our operating performance because these measures exclude amounts that we do not consider part of our core operating results when assessing our performance.

Management uses these non-GAAP financial measures (a) to evaluate historical and prospective financial performance and trends as well as assess performance relative to competitors and peers; (b) to measure operational profitability on a consistent basis; (c) in presentations to the members of our Board of Directors to enable our Board of Directors to have the same measurement basis of operating performance as is used by management in its assessments of performance and in forecasting and budgeting for the Company; (d) to evaluate potential acquisitions; and (e) to ensure compliance with restricted activities under the terms of our asset-backed revolving credit facility and outstanding notes. Management believes these non-GAAP financial measures are frequently used by securities analysts, investors, and other interested parties to evaluate companies in our industry.

CAMPBELL, Calif., Oct. 21, 2026 (GLOBE NEWSWIRE) — Arteris, Inc. (Nasdaq: AIP), a leading provider of semiconductor technology for accelerating innovation in the AI era, today announced it will release its financial results for the third quarter ended September 30, 2026, after market close on Thursday, November 5, 2026.

Management will host a conference call on Thursday, November 5, 2026, at 4:30 PM ET to discuss these results. The call will be available, live, to interested parties by dialing:

United States/Canada Toll Free: +1-800-717-1738
International Toll: +1-646-307-1865

Please join the call 5-10 minutes prior to the scheduled start time to avoid a delay in connecting. A live webcast will be available in the Investor Relations section of Arteris’ website at: https://ir.arteris.com/events-and-presentations.

A replay of the webcast will be available on the Events and Presentations page in the Investor Relations section of the company’s website approximately two hours after the conclusion of the call and remain available for approximately 30 calendar days.

About Arteris
Arteris is a leading provider of semiconductor technology that accelerates the creation of high-performance, power-efficient silicon with built-in safety, reliability, and security. Innovative Arteris products are designed to optimize data movement and help ease complexity in the modern AI era with network-on-chip (NoC) interconnect intellectual property (IP), system-on-chip (SoC) software for integration automation and hardware security assurance. All are used by the world’s top technology companies to improve overall performance and engineering productivity, reduce risk, lower costs, and bring cutting-edge designs to market faster. Learn more at arteris.com.

© 2004-2026 Arteris, Inc. All rights reserved worldwide. Arteris, Arteris IP, the Arteris IP logo, and the other Arteris marks found at arteris.com/trademarks are trademarks or registered trademarks of Arteris, Inc. or its subsidiaries. All other trademarks are the property of their respective owners.

Investor Contacts
Arteris Inc.
Saurabh Sinha
Chief Financial Officer
ir@arteris.com

Sapphire Investor Relations, LLC
Erica Mannion or Mike Funari
ir@arteris.com
+1-617-542-6180

NEW YORK, Oct. 21, 2026 (GLOBE NEWSWIRE) — OTC Markets Group Inc. (OTCQX: OTCM), operator of regulated markets for trading 12,000 U.S. and international securities, today named Meighan McGowan Executive Vice President, Corporate Services. McGowan will lead a global sales team that works with companies seeking access to U.S. investors through the OTCQX® Best Market, OTCQB® Venture Market and OTCID® Basic Market, from international companies listed on their home exchanges to U.S. growth companies and banks. McGowan joins from Computershare, where she was Head of Business Development, Investor Engagement North America, a division that includes Georgeson Advisory, Investor Intelligence and IR Suite.

“We are thrilled to welcome Meighan to our leadership team,” said Cromwell Coulson, President and CEO of OTC Markets Group. “She brings deep expertise working alongside executives at leading public companies, helping them better understand their shareholder base, enhance governance and identify opportunities to engage new investors. As more companies look to expand their U.S. investor reach, Meighan’s insight will be invaluable in shaping how we support their growth and success with our premium markets.”

“OTC Markets has established a differentiated position in the global capital markets ecosystem, connecting companies with U.S. investors through an innovative and efficient market structure,” said McGowan. “The team here has built strong relationships with issuers across the firm’s New York, London, and Hong Kong offices, and I look forward to working with them to drive the next phase of growth for Corporate Services.”

At Computershare, McGowan led go-to-market strategy and business development for the Investor Engagement division, overseeing commercial initiatives across corporate advisory, investor intelligence and investor relations technology. Prior to that, she held a senior business development role at Morrow Sodali, where she advised public companies, their in-house counsel and investor relations teams on corporate governance, proxy solicitation, capital markets intelligence, and M&A and activism defense. She spent six years at Institutional Shareholder Services (ISS), rising from Senior Account Executive to Vice President, and managed relationships with asset managers, retirement recordkeepers, and technology providers. She began her career in advertising sales at NBCUniversal and Business Insider.

McGowan was named to NIRI’s 2026 class of Rising Leaders Under 40. She served as the Vice-Chair of the 2026 NIRI Annual Conference and was an active speaker and participant with Society for Corporate Governance. She holds a BA in Psychology from Williams College. She will be based in New York and report to Coulson.

About OTC Markets Group Inc.

OTC Markets Group Inc. (OTCQX: OTCM) operates regulated markets for trading 12,000 U.S. and international securities. Our data-driven disclosure standards form the foundation of our public markets: OTCQX® Best Market, OTCQB® Venture Market, OTCID® Basic Market, and Pink Limited™ Market.

Our OTC Link® Alternative Trading Systems (ATSs) provide critical market infrastructure that broker-dealers rely on to facilitate trading. Our innovative model offers companies more efficient access to the U.S. financial markets.

OTC Link ATS, OTC Link ECN, OTC Link NQB, and MOON ATS® are each an SEC-regulated ATS, operated by OTC Link LLC, a FINRA and SEC-registered broker-dealer, member SIPC.

To learn more about how we create better informed and more efficient markets, visit www.otcmarkets.com.

Media Contact:

OTC Markets Group Inc.
Phone: (212) 896-4428
Email: media@otcmarkets.com

SCRANTON, Pa., Oct. 21, 2026 (GLOBE NEWSWIRE) — Fidelity D & D Bancorp, Inc. (NASDAQ: FDBC) and its banking subsidiary, Fidelity Bank, announced its unaudited, consolidated financial results for the three and nine-month periods ended September 30, 2026.

Unaudited Financial Information

Net income for the quarter ended September 30, 2026 was $8.9 million, or $1.53 per diluted share, compared to $7.3 million, or $1.27 per diluted share, for the quarter ended September 30, 2025. The $1.6 million, or 21%, increase in net income resulted primarily from a $3.4 million increase in net interest income coupled with a $1.0 million increase in non-interest income. This was partially offset by a $1.5 million increase in non-interest expense and a $0.9 million increase in the provision for credit losses on loans due to the growth of loans.

For the nine months ended September 30, 2026, net income was $24.2 million, or $4.16 diluted earnings per share, compared to $20.3 million, or $3.50 diluted earnings per share, for the nine months ended September 30, 2025.  The $3.9 million, or 20%, increase in net income stemmed from the $8.6 million increase in net interest income and $1.4 million increase in non-interest income. This was partially offset by a $3.4 million increase in non-interest expense and a $1.8 million increase in the net provision for credit losses on loans and unfunded commitments.

“We delivered record earnings in the third quarter, generating net income of $8.9 million, or $1.53 per diluted share, with total assets reaching $3.0 billion,” said Daniel J. Santaniello, President and Chief Executive Officer. “These results reflect the strong focus and dedication of our Bankers as we continue to execute on our strategic initiatives, including the successful opening of our new Corporate Center in downtown Scranton. We remain confident in our position as we enter the fourth quarter and look ahead to 2027.”

Consolidated Third Quarter Operating Results Overview

Net interest income increased $3.4 million, or 18%, compared with the third quarter of 2025, driven by higher average loan balances, improved loan yields and lower funding costs. Average loans increased $237.3 million, while the fully-taxable equivalent (“FTE”) (non-GAAP measurement) yield on loans increased 4 basis points, resulting in higher interest income. Funding costs also benefited from a 29 basis point decline in the average rate paid on interest-bearing deposits, which more than offset the impact of a $76.4 million increase in average interest-bearing deposit balances. Collectively, these factors contributed to a 35 basis point increase in FTE net interest margin to 3.30%.

The FTE yield on interest-earning assets was 4.95% for the third quarter of 2026, an increase of 12 basis points from 4.83% for the third quarter of 2025. The overall cost of interest-bearing liabilities was 2.26% for the third quarter of 2026, a decrease of 29 basis points from the 2.55% for the third quarter of 2025. The cost of funds decreased 23 basis points from 1.98% to 1.75% for the third quarters of 2025 and 2026, respectively. The Company’s FTE net interest spread was 2.69% for the third quarter of 2026, an increase of 41 basis points from 2.28% recorded for the third quarter of 2025.

For the three months ended September 30, 2026, the provision for credit losses on loans was $1.1 million and a $50 thousand benefit for credit losses on unfunded commitments, compared to a $200 thousand provision for credit losses on loans and a $110 thousand provision for credit losses on unfunded commitments for the three months ended September 30, 2025. For the three months ended September 30, 2026, the increase in the provision for credit losses on loans compared to the prior year period primarily reflected growth in the loan portfolio. For the three months ended September 30, 2026, the decrease in the provision for credit losses on unfunded commitments compared to the prior-year period was primarily due to a reduction in unfunded construction commitments. 

Total non-interest income increased $1.0 million, or 20%, to $6.1 million for the third quarter of 2026 compared to $5.1 million for the third quarter of 2025. The increase included $0.4 million of higher wealth management revenue and a $0.3 million gain on the sale of bank property. Commercial loan fee income also increased $0.2 million, primarily attributable to a prepayment penalty recognized during the quarter.

Non-interest expenses increased $1.5 million, or 10%, for the third quarter of 2026 to $16.1 million from $14.6 million for the same quarter of 2025. The increase in non-interest expenses was attributed to added salaries and benefits expense of $0.6 million, primarily reflecting higher staffing levels to support business growth and strategic initiatives. Additionally, the Company experienced increases of $0.4 million in premises and equipment expenses primarily due to costs for software and subscriptions and depreciation. Donations expense increased $0.3 million in the third quarter of 2026 compared to the same period in the prior year, primarily reflecting a one-time charitable contribution. Despite the increase in non-interest expense, the efficiency ratio improved to 56.11% from 60.17% in the prior-year period, reflecting improved operating leverage.

The provision for income taxes increased $0.6 million during the three months ended September 30, 2026 compared to the same period in 2025 primarily due to a $2.2 million increase in income before taxes.

Consolidated Year-To-Date Operating Results Overview

Net interest income was $62.0 million for the nine months ended September 30, 2026 compared to $53.4 million for the nine months ended September 30, 2025. The $8.6 million increase in net interest income resulted from the increase of $6.5 million in interest income primarily due to a $134.6 million increase in the average balance of interest-earning assets and an 8 basis point increase in FTE yield. The largest contributor to interest income growth was the loan portfolio which produced an additional $8.8 million in interest income from an increase of 5 basis points in FTE loan yields on $193.1 million in higher average balances. The increase in interest income was partially offset by a decrease of $1.5 million in interest earned on the investment portfolio due to decreases of 17 basis points in yield and $49.8 million in average balances. Additionally, the Company experienced a decrease of $2.0 million in interest expense on deposits due to a 26 basis point decrease in rates paid on interest-bearing deposits which more than offset the increase from $98.6 million in higher average balances during the nine months ended September 30, 2026.

The overall cost of interest-bearing liabilities was 2.26% for the nine months ended September 30, 2026 compared to 2.52% for the nine months ended September 30, 2025. The cost of funds decreased 21 basis points to 1.75% for the nine months ended September 30, 2026 from 1.96% for the same period of 2025. The FTE yield on interest earning assets was 4.86% for the nine months ended September 30, 2026, an increase of 8 basis points from the 4.78% year-to-date September 30, 2025. The Company’s FTE net interest spread was 2.60% for the nine months ended September 30, 2026, an increase of 34 basis points from the 2.26% recorded for the same period of 2025. FTE net interest margin increased by 28 basis points to 3.20% for the nine months ended September 30, 2026 from 2.92% for the same 2025 period, primarily reflecting lower rates paid on interest-bearing deposits and higher yields earned on loans and leases.

For the nine months ended September 30, 2026, the provision for credit losses on loans was $2.4 million and the provision for credit losses on unfunded commitments was $380 thousand compared to a $955 thousand provision for credit losses on loans and a $45 thousand provision for credit losses on unfunded commitments for the nine months ended September 30, 2025. For the nine months ended September 30, 2026, the increase in the provision for credit losses on loans compared to the prior year period was due to higher loan growth. For the nine months ended September 30, 2026, the increase in the provision for unfunded commitments compared to the prior-year period was due to growth in originations within the portfolio, specifically in commercial construction commitments.

Total non-interest income for the nine months ended September 30, 2026 was $16.8 million, an increase of $1.4 million, or 9%, from $15.4 million for the nine months ended September 30, 2025. The increase was primarily due to $1.0 million growth in wealth management revenue. Additionally, the Company saw increases of $0.3 million in fees from commercial loans with interest rate hedges and $0.4 million in service charges on commercial loans during the nine months ended September 30, 2026 compared to the same 2025 period. Partially offsetting the increase in non-interest income was a decrease of $0.6 million in gains from sold loans primarily due to a $0.5 million gain on the sale of a commercial loan during the nine months ended September 30, 2025.

Non-interest expenses increased to $47.3 million for the nine months ended September 30, 2026, an increase of $3.4 million, or 8%, from $43.9 million for the nine months ended September 30, 2025. Salaries and benefits expense increased $1.8 million due to an increase in bankers in the nine months ended September 30, 2026, compared to the same period in 2025. Additionally, the Company experienced an increase of $0.6 million in premises and equipment expenses primarily due to new technology and higher software costs. Donations expense increased $0.5 million compared to the prior-year period, primarily due to a $0.3 million contribution made to the Fidelity D & D Charitable Foundation. Professional services expense increased $0.4 million primarily attributable to improvement initiatives throughout the bank and relocation-related costs incurred in connection with the transition of bankers to the Company’s new corporate headquarters, which was completed in the third quarter of 2026.

The provision for income taxes increased $0.8 million during the nine months ended September 30, 2026 compared to the same period in 2025 primarily due to a $4.8 million increase in income before taxes. Partially offsetting the increase in income tax expense was approximately $0.5 million of benefit associated with purchased renewable energy tax credits.

Consolidated Balance Sheet & Asset Quality Overview

The Company’s total assets had a balance of $3.0 billion as of September 30, 2026, an increase of $280.3 million from December 31, 2025. The increase resulted from $261.7 million of net growth in the loans and leases portfolio as of September 30, 2026 compared to December 31, 2025. Cash and cash equivalents increased $25.5 million over the same period. Investment securities decreased $10.7 million from December 31, 2025, reflecting principal paydowns, maturities and sales, and changes in the fair value of available-for-sale securities, partially offset by security purchases.

During the same time period, total liabilities increased $272.2 million, or 11%. Deposit growth of $142.9 million was utilized to fund loan growth and increase interest-bearing cash balances. Short-term borrowings increased $132.7 million during the period. The Company experienced an increase of $40.7 million in non-interest-bearing checking accounts. For interest-bearing deposit accounts, the Company experienced increases of $73.3 million in money market deposits, $44.2 million in interest-bearing checking accounts and $5.1 million in savings and clubs. These increases were partially offset by a decrease of $20.4 million in time deposits. As of September 30, 2026, the ratio of insured and collateralized deposits to total deposits was approximately 72%.

Shareholders’ equity increased $8.1 million, or 3%, to $247.0 million at September 30, 2026 from $238.9 million at December 31, 2025. The increase was caused by $16.7 million from retained earnings produced from net income of $24.2 million and $1.2 million associated with common stock issuance and restricted stock. This activity was partially offset by $7.6 million of cash dividends and a $9.7 million after-tax reduction in accumulated other comprehensive income. At September 30, 2026, there were no credit losses on available-for-sale and held-to-maturity debt securities. Accumulated other comprehensive income (loss) is excluded from regulatory capital ratios. The Company remains well capitalized with Tier 1 capital at 9.64% of total average assets as of September 30, 2026. Total risk-based capital was 14.10% of risk-weighted assets and Tier 1 risk-based capital was 12.97% of risk-weighted assets as of September 30, 2026. Tangible book value per share was $39.06 at September 30, 2026 compared to $37.88 at December 31, 2025.  Tangible common equity decreased to 7.54% of total assets at September 30, 2026 compared to 8.01% at December 31, 2025 due to a 10% increase in total tangible assets compared to a 4% increase in tangible common equity.

Asset Quality

Total non-performing assets were $2.6 million, or 0.08% of total assets, at September 30, 2026, compared to $2.2 million, or 0.08% of total assets, at December 31, 2025. Past due and non-accrual loans to total loans were 0.19% at September 30, 2026 compared to 0.26% at December 31, 2025. Net charge-offs to average total loans were 0.01% at September 30, 2026 compared to 0.03% at December 31, 2025.

About Fidelity D & D Bancorp, Inc. and Fidelity Bank

Fidelity D & D Bancorp, Inc. has built a strong history as a trusted financial advisor to the clients served by Fidelity Bank.  Fidelity Bank continues its mission of exceeding client expectations through a unique banking experience. It operates 21 full-service offices throughout Lackawanna, Luzerne, Lehigh and Northampton Counties and a Fidelity Bank Wealth Management Office in Schuylkill County. Fidelity Bank provides a digital banking experience online at www.bankatfidelity.com, through the Fidelity Mobile Banking app, and in the Client Care Center at 1-800-388-4380. Additionally, the Bank offers full-service Wealth Management & Brokerage Services, a Mortgage Center, and a full suite of personal and commercial banking products and services. Part of the Company’s vision is to serve as the best bank for the community, which was accomplished by having provided over 6,190 hours of volunteer time and over $1.5 million in donations to non-profit organizations directly within the markets served throughout 2025. Fidelity Bank’s deposits are insured by the Federal Deposit Insurance Corporation up to the full extent permitted by law.

Non-GAAP Financial Measures

The Company uses non-GAAP financial measures to provide information useful to the reader in understanding its operating performance and trends, and to facilitate comparisons with the performance of other financial institutions. Management uses these measures internally to assess and better understand our underlying business performance and trends related to core business activities.  The Company’s non-GAAP financial measures and key performance indicators may differ from the non-GAAP financial measures and key performance indicators other financial institutions use to measure their performance and trends. Non-GAAP financial measures are supplemental to GAAP used to prepare the Company’s operating results and should not be read in isolation or relied upon as a substitute for GAAP measures. Adjusted non-interest income used in the calculation of certain non-GAAP performance measures excludes gains and losses on securities sales in order to enhance comparability between reporting periods. Reconciliations of non-GAAP financial measures to GAAP are presented in the tables below.

Interest income was adjusted to recognize the income from tax exempt interest-earning assets as if the interest was taxable, fully-taxable equivalent (“FTE”), in order to calculate certain ratios within this document.  This treatment allows a uniform comparison among yields on interest-earning assets.  Interest income was FTE adjusted, using the corporate federal tax rate of 21% for 2026 and 2025. FTE adjustments affect interest income and related ratios only and do not impact reported GAAP net income.

Forward-looking statements

Certain of the matters discussed in this press release constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.  The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” and similar expressions are intended to identify such forward-looking statements.

The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation:

  ■ local, regional and national economic conditions and changes thereto;
  ■ the short-term and long-term effects of inflation, and rising costs to the Company, its customers and on the economy;
  ■ the risks of changes and volatility of interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities and interest rate protection agreements, as well as interest rate risks;
  ■ securities markets and monetary fluctuations and volatility;
  ■  disruption of credit and equity markets;
  ■ impacts of the capital and liquidity requirements of the Basel III standards and other regulatory pronouncements, regulations and rules;
  ■ governmental monetary and fiscal policies, as well as legislative and regulatory changes;
  ■ effects of short- and long-term federal budget and tax negotiations and their effect on economic and business conditions;
  ■ the costs and effects of litigation and of unexpected or adverse outcomes in such litigation;
  ■ the impact of new or changes in existing laws and regulations, including laws and regulations concerning taxes, banking, securities and insurance and their application with which the Company and its subsidiaries must comply;
  ■ the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters;
  ■ the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet;
  ■ the effects of economic conditions of any other pandemic, epidemic or other health-related crisis such as COVID-19 and responses thereto on current customers and the operations of the Company, specifically the effect of the economy on loan customers’ ability to repay loans;
  ■ the effects of bank failures, banking system instability, deposit fluctuations, loan and securities value changes;
  ■  technological changes; 
  ■  the interruption or breach in security of our information systems, continually evolving cybersecurity and other technological risks and attacks resulting in failures or disruptions in customer account management, general ledger processing and loan or deposit updates and potential impacts resulting therefrom including additional costs, reputational damage, regulatory penalties, and financial losses;
  ■ acquisitions and integration of acquired businesses;
  ■ the failure of assumptions underlying the establishment of reserves for loan losses and estimations of values of collateral and various financial assets and liabilities;
  ■ acts of war, terrorism, or armed conflict; and
  ■ the risk that our analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.

The Company cautions readers not to place undue reliance on forward-looking statements, which reflect analyses only as of the date of this release.  The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this release.

For more information please visit our investor relations web site located through www.bankatfidelity.com. 

FIDELITY D & D BANCORP, INC.
Unaudited Condensed Consolidated Balance Sheets
(dollars in thousands)

At Period End:   September 30, 2026     December 31, 2025  
Assets                
Cash and cash equivalents   $ 173,606     $ 148,060  
Investment securities     513,270       523,946  
Restricted investments in bank stock     7,729       4,373  
Loans and leases     2,175,412       1,911,724  
Allowance for credit losses on loans     (22,391 )     (20,168 )
Premises and equipment, net     48,122       48,950  
Life insurance cash surrender value     60,593       59,396  
Goodwill and core deposit intangible     20,076       20,242  
Other assets     52,002       51,535  
                 
Total assets   $ 3,028,419     $ 2,748,058  
                 
Liabilities                
Non-interest-bearing deposits   $ 593,270     $ 552,581  
Interest-bearing deposits     2,017,002       1,914,772  
Total deposits     2,610,272       2,467,353  
Short-term borrowings     132,708       20  
Secured borrowings     4,709       5,995  
Other liabilities     33,746       35,830  
Total liabilities     2,781,435       2,509,198  
                 
Shareholders’ equity     246,984       238,860  
                 
Total liabilities and shareholders’ equity   $ 3,028,419     $ 2,748,058  

Average Year-To-Date Balances:   September 30, 2026     December 31, 2025  
Assets                
Cash and cash equivalents   $ 117,413     $ 133,171  
Investment securities     513,320       544,390  
Restricted investments in bank stock     4,775       4,189  
Loans and leases     2,039,312       1,866,637  
Allowance for credit losses on loans     (21,217 )     (20,315 )
Premises and equipment, net     50,249       40,457  
Life insurance cash surrender value     60,056       58,786  
Goodwill and core deposit intangible     20,147       20,358  
Other assets     48,495       42,032  
                 
Total assets   $ 2,832,550     $ 2,689,705  
                 
Liabilities                
Non-interest-bearing deposits   $ 574,072     $ 543,794  
Interest-bearing deposits     1,967,786       1,884,507  
Total deposits     2,541,858       2,428,301  
Short-term borrowings     964       17  
Secured borrowings     5,027       6,127  
Other liabilities     36,165       36,296  
Total liabilities     2,584,014       2,470,741  
                 
Shareholders’ equity     248,536       218,964  
                 
Total liabilities and shareholders’ equity   $ 2,832,550     $ 2,689,705  


FIDELITY D & D BANCORP, INC.
Unaudited Condensed Consolidated Statements of Income
(dollars in thousands)

    Three Months Ended     Nine Months Ended  
    Sep. 30, 2026     Sep. 30, 2025     Sep. 30, 2026     Sep. 30, 2025  
Interest income                                
Loans and leases   $ 30,271     $ 26,660     $ 85,364     $ 76,583  
Securities and other     2,836       4,022       9,920       12,172  
                                 
Total interest income     33,107       30,682       95,284       88,755  
                                 
Interest expense                                
Deposits     (11,219 )     (12,158 )     (33,087 )     (35,083 )
Borrowings     (76 )     (95 )     (222 )     (281 )
                                 
Total interest expense     (11,295 )     (12,253 )     (33,309 )     (35,364 )
                                 
Net interest income     21,812       18,429       61,975       53,391  
                                 
Provision for credit losses on loans     (1,109 )     (200 )     (2,384 )     (955 )
Net benefit (provision) for credit losses on unfunded loan commitments     50       (110 )     (380 )     (45 )
Non-interest income     6,124       5,105       16,796       15,437  
Non-interest expense     (16,108 )     (14,632 )     (47,291 )     (43,896 )
                                 
Income before income taxes     10,769       8,592       28,716       23,932  
                                 
Provision for income taxes     (1,851 )     (1,246 )     (4,489 )     (3,674 )
Net income   $ 8,918     $ 7,346     $ 24,227     $ 20,258  

    Three Months Ended  
    Sep. 30, 2026     Jun. 30, 2026     Mar. 31, 2026     Dec. 31, 2025     Sep. 30, 2025  
Interest income                                        
Loans and leases   $ 30,271     $ 28,475     $ 26,618     $ 27,269     $ 26,660  
Securities and other     2,836       3,242       3,842       3,815       4,022  
                                         
Total interest income     33,107       31,717       30,460       31,084       30,682  
                                         
Interest expense                                        
Deposits     (11,219 )     (10,887 )     (10,981 )     (11,717 )     (12,158 )
Borrowings     (76 )     (73 )     (73 )     (87 )     (95 )
                                         
Total interest expense     (11,295 )     (10,960 )     (11,054 )     (11,804 )     (12,253 )
                                         
Net interest income     21,812       20,757       19,406       19,280       18,429  
                                         
Provision for credit losses on loans     (1,109 )     (400 )     (875 )     (100 )     (200 )
Net benefit (provision) for credit losses on unfunded loan commitments     50       (340 )     (90 )     (170 )     (110 )
Non-interest income     6,124       5,483       5,189       5,122       5,105  
Non-interest expense     (16,108 )     (15,992 )     (15,191 )     (14,921 )     (14,632 )
                                         
Income before income taxes     10,769       9,508       8,439       9,211       8,592  
                                         
Provision for income taxes     (1,851 )     (1,659 )     (979 )     (1,271 )     (1,246 )
Net income   $ 8,918     $ 7,849     $ 7,460     $ 7,940     $ 7,346  


FIDELITY D & D BANCORP, INC.
Unaudited Condensed Consolidated Balance Sheets
(dollars in thousands)

At Period End:   Sep. 30, 2026     Jun. 30, 2026     Mar. 31, 2026     Dec. 31, 2025     Sep. 30, 2025  
Assets                                        
Cash and cash equivalents   $ 173,606     $ 207,660     $ 154,995     $ 148,060     $ 142,161  
Investment securities     513,270       509,032       512,308       523,946       529,263  
Restricted investments in bank stock     7,729       9,464       4,482       4,373       4,301  
Loans and leases     2,175,412       2,088,893       2,023,671       1,911,724       1,914,893  
Allowance for credit losses on loans     (22,391 )     (21,314 )     (20,942 )     (20,168 )     (20,218 )
Premises and equipment, net     48,122       45,929       52,738       48,950       45,422  
Life insurance cash surrender value     60,593       60,189       59,792       59,396       58,995  
Goodwill and core deposit intangible     20,076       20,126       20,181       20,242       20,303  
Other assets     52,002       51,245       52,040       51,535       41,630  
                                         
Total assets   $ 3,028,419     $ 2,971,224     $ 2,859,265     $ 2,748,058     $ 2,736,750  
                                         
Liabilities                                        
Non-interest-bearing deposits   $ 593,270     $ 582,920     $ 574,808     $ 552,581     $ 539,118  
Interest-bearing deposits     2,017,002       1,975,732       2,001,686       1,914,772       1,927,795  
Total deposits     2,610,272       2,558,652       2,576,494       2,467,353       2,466,913  
Short-term borrowings     132,708       119,802       10       20       20  
Secured borrowings     4,709       4,767       4,825       5,995       6,059  
Other liabilities     33,746       35,098       33,284       35,830       34,511  
Total liabilities     2,781,435       2,718,319       2,614,613       2,509,198       2,507,503  
                                         
Shareholders’ equity     246,984       252,905       244,652       238,860       229,247  
                                         
Total liabilities and shareholders’ equity   $ 3,028,419     $ 2,971,224     $ 2,859,265     $ 2,748,058     $ 2,736,750  

Average Quarterly Balances:   Sep. 30, 2026     Jun. 30, 2026     Mar. 31, 2026     Dec. 31, 2025     Sep. 30, 2025  
Assets                                        
Cash and cash equivalents   $ 62,996     $ 115,115     $ 175,362     $ 150,706     $ 122,808  
Investment securities     505,408       510,978       523,776       529,518       544,476  
Restricted investments in bank stock     5,255       4,633       4,427       4,345       4,277  
Loans and leases     2,129,763       2,040,314       1,945,837       1,927,366       1,892,439  
Allowance for credit losses on loans     (21,952 )     (21,394 )     (20,289 )     (20,478 )     (20,400 )
Premises and equipment, net     46,928       53,498       50,358       47,400       42,602  
Life insurance cash surrender value     60,451       60,051       59,656       59,255       58,875  
Goodwill and core deposit intangible     20,094       20,143       20,203       20,263       20,325  
Other assets     49,158       46,163       50,183       39,527       42,724  
                                         
Total assets   $ 2,858,101     $ 2,829,501     $ 2,809,513     $ 2,757,902     $ 2,708,126  
                                         
Liabilities                                        
Non-interest-bearing deposits   $ 583,802     $ 579,871     $ 558,264     $ 549,911     $ 544,511  
Interest-bearing deposits     1,977,585       1,960,662       1,964,972       1,930,040       1,901,166  
Total deposits     2,561,387       2,540,533       2,523,236       2,479,951       2,445,677  
Short-term borrowings     1,517       1,343       16       20       16  
Secured borrowings     4,738       4,796       5,557       6,028       6,093  
Other liabilities     37,050       34,509       36,931       37,754       36,415  
Total liabilities     2,604,692       2,581,181       2,565,740       2,523,753       2,488,201  
                                         
Shareholders’ equity     253,409       248,320       243,773       234,149       219,925  
                                         
Total liabilities and shareholders’ equity   $ 2,858,101     $ 2,829,501     $ 2,809,513     $ 2,757,902     $ 2,708,126  

FIDELITY D & D BANCORP, INC.
Selected Financial Ratios and Other Financial Data

    Three Months Ended  
    Sep. 30, 2026     Jun. 30, 2026     Mar. 31, 2026     Dec. 31, 2025     Sep. 30, 2025  
Selected returns and financial ratios                                        
Basic earnings per share   $ 1.54     $ 1.34     $ 1.29     $ 1.38     $ 1.27  
Diluted earnings per share   $ 1.53     $ 1.33     $ 1.28     $ 1.37     $ 1.27  
Dividends per share   $ 0.43     $ 0.43     $ 0.43     $ 0.43     $ 0.40  
Yield on interest-earning assets (FTE)*     4.95 %     4.86 %     4.77 %     4.83 %     4.83 %
Cost of interest-bearing liabilities     2.26 %     2.24 %     2.27 %     2.42 %     2.55 %
Cost of funds     1.75 %     1.73 %     1.77 %     1.88 %     1.98 %
Net interest spread (FTE)*     2.69 %     2.62 %     2.50 %     2.41 %     2.28 %
Net interest margin (FTE)*     3.30 %     3.22 %     3.08 %     3.04 %     2.95 %
Return on average assets     1.24 %     1.11 %     1.08 %     1.14 %     1.08 %
Pre-provision net revenue to average assets*     1.64 %     1.45 %     1.36 %     1.36 %     1.30 %
Return on average equity     13.96 %     12.68 %     12.41 %     13.45 %     13.25 %
Return on average tangible equity*     15.16 %     13.80 %     13.53 %     14.73 %     14.60 %
Efficiency ratio (FTE)*     56.11 %     59.19 %     58.53 %     58.35 %     60.17 %
Expense ratio     1.38 %     1.49 %     1.36 %     1.36 %     1.39 %

    Nine months ended  
    Sep. 30, 2026     Sep. 30, 2025  
Basic earnings per share   $ 4.18     $ 3.51  
Diluted earnings per share   $ 4.16     $ 3.50  
Dividends per share   $ 1.29     $ 1.20  
Yield on interest-earning assets (FTE)*     4.86 %     4.78 %
Cost of interest-bearing liabilities     2.26 %     2.52 %
Cost of funds     1.75 %     1.96 %
Net interest spread (FTE)*     2.60 %     2.26 %
Net interest margin (FTE)*     3.20 %     2.92 %
Return on average assets     1.14 %     1.02 %
Pre-provision net revenue to average assets*     1.49 %     1.25 %
Return on average equity     13.03 %     12.67 %
Return on average tangible equity*     14.18 %     14.00 %
Efficiency ratio (FTE)*     57.90 %     61.00 %
Expense ratio     1.41 %     1.39 %

Other financial data   At period end:  
(dollars in thousands except per share data)   Sep. 30, 2026     Jun. 30, 2026     Mar. 31, 2026     Dec. 31, 2025     Sep. 30, 2025  
Assets under management   $ 1,161,520     $ 1,219,415     $ 1,096,776     $ 1,058,881     $ 1,037,414  
Book value per share   $ 42.52     $ 43.54     $ 42.14     $ 41.39     $ 39.75  
Tangible book value per share*   $ 39.06     $ 40.08     $ 38.67     $ 37.88     $ 36.23  
Equity to assets     8.16 %     8.51 %     8.56 %     8.69 %     8.38 %
Tangible common equity ratio*     7.54 %     7.89 %     7.91 %     8.01 %     7.69 %
Allowance for credit losses on loans to:                                        
Total loans     1.03 %     1.02 %     1.04 %     1.06 %     1.06 %
Non-accrual loans   8.72x     12.23x     8.65x     10.66x     7.78x  
Non-accrual loans to total loans     0.12 %     0.08 %     0.12 %     0.10 %     0.14 %
Non-performing assets to total assets     0.08 %     0.06 %     0.09 %     0.08 %     0.11 %
Net charge-offs to average total loans     0.01 %     0.01 %     0.02 %     0.03 %     0.03 %
                                         
Capital Adequacy Ratios                                        
Total risk-based capital ratio     14.10 %     14.29 %     14.45 %     14.78 %     14.52 %
Common equity tier 1 risk-based capital ratio     12.97 %     13.17 %     13.33 %     13.65 %     13.39 %
Tier 1 risk-based capital ratio     12.97 %     13.17 %     13.33 %     13.65 %     13.39 %
Leverage ratio     9.64 %     9.51 %     9.38 %     9.34 %     9.27 %

* Non-GAAP Financial Measures – see reconciliations below

FIDELITY D & D BANCORP, INC.
Reconciliations of Non-GAAP Financial Measures to GAAP

Reconciliations of Non-GAAP Measures to GAAP   Three Months Ended  
(dollars in thousands)   Sep. 30, 2026     Jun. 30, 2026     Mar. 31, 2026     Dec. 31, 2025     Sep. 30, 2025  
FTE net interest income (non-GAAP)                                        
Interest income (GAAP)   $ 33,107     $ 31,717     $ 30,460     $ 31,084     $ 30,682  
Adjustment to FTE     774       777       784       800       785  
Interest income adjusted to FTE (non-GAAP)     33,881       32,494       31,244       31,884       31,467  
Interest expense (GAAP)     11,295       10,960       11,054       11,804       12,253  
Net interest income adjusted to FTE (non-GAAP)   $ 22,586     $ 21,534     $ 20,190     $ 20,080     $ 19,214  
                                         
Efficiency Ratio (non-GAAP)                                        
Non-interest expenses (GAAP)   $ 16,108     $ 15,992     $ 15,191     $ 14,921     $ 14,632  
                                         
Net interest income (GAAP)     21,812       20,757       19,406       19,280       18,429  
Plus: taxable equivalent adjustment     774       777       784       800       785  
Non-interest income (GAAP)     6,124       5,483       5,189       5,122       5,105  
Plus: Loss (gain) on sales of securities     –       –       577       371       (3 )
Net interest income (FTE) plus adjusted non-interest income (non-GAAP)   $ 28,710     $ 27,017     $ 25,956     $ 25,573     $ 24,316  
Efficiency ratio (non-GAAP) (1)     56.11 %     59.19 %     58.53 %     58.35 %     60.17 %
(1) The reported efficiency ratio is a non-GAAP measure calculated by dividing non-interest expense by the sum of net interest income, on an FTE basis, and adjusted non-interest income.
                                         
Tangible Book Value per Share/Tangible Common Equity Ratio (non-GAAP)                                        
Total assets (GAAP)   $ 3,028,419     $ 2,971,224     $ 2,859,265     $ 2,748,058     $ 2,736,750  
Less: Intangible assets     (20,076 )     (20,126 )     (20,181 )     (20,242 )     (20,303 )
Tangible assets     3,008,343       2,951,098       2,839,084       2,727,816       2,716,447  
Total shareholders’ equity (GAAP)     246,984       252,905       244,652       238,860       229,247  
Less: Intangible assets     (20,076 )     (20,126 )     (20,181 )     (20,242 )     (20,303 )
Tangible common equity     226,908       232,779       224,471       218,618       208,944  
                                         
Common shares outstanding, end of period     5,808,508       5,808,518       5,805,180       5,771,110       5,767,288  
Tangible Common Book Value per Share   $ 39.06     $ 40.08     $ 38.67     $ 37.88     $ 36.23  
Tangible Common Equity Ratio     7.54 %     7.89 %     7.91 %     8.01 %     7.69 %
                                         
Pre-Provision Net Revenue to Average Assets                                        
Income before taxes (GAAP)   $ 10,769     $ 9,508     $ 8,439     $ 9,211     $ 8,592  
Plus: Provision for credit losses     1,059       740       965       270       310  
Total pre-provision net revenue (non-GAAP)     11,828       10,248       9,404       9,481       8,902  
Total (annualized) (non-GAAP)   $ 46,925     $ 41,103     $ 38,139     $ 37,615     $ 35,316  
                                         
Average assets   $ 2,858,101     $ 2,829,501     $ 2,809,513     $ 2,757,902     $ 2,708,126  
Pre-Provision Net Revenue to Average Assets (non-GAAP)     1.64 %     1.45 %     1.36 %     1.36 %     1.30 %

Reconciliations of Non-GAAP Measures to GAAP   Nine months ended  
(dollars in thousands)   Sep. 30, 2026     Sep. 30, 2025  
FTE net interest income (non-GAAP)                
Interest income (GAAP)   $ 95,284     $ 88,755  
Adjustment to FTE     2,335       2,316  
Interest income adjusted to FTE (non-GAAP)     97,619       91,071  
Interest expense (GAAP)     33,309       35,364  
Net interest income adjusted to FTE (non-GAAP)   $ 64,310       55,707  
                 
Efficiency Ratio (non-GAAP)                
Non-interest expenses (GAAP)   $ 47,291     $ 43,896  
                 
Net interest income (GAAP)     61,975       53,391  
Plus: taxable equivalent adjustment     2,335       2,316  
Non-interest income (GAAP)     16,796       15,437  
Plus: Loss on sales of securities     577       819  
Net interest income (FTE) plus non-interest income (non-GAAP)   $ 81,683     $ 71,963  
Efficiency ratio (non-GAAP) (1)     57.90 %     61.00 %
(1) The reported efficiency ratio is a non-GAAP measure calculated by dividing non-interest expense by the sum of net interest income, on an FTE basis, and adjusted non-interest (loss) income.
                 
Pre-Provision Net Revenue to Average Assets                
Income before taxes (GAAP)   $ 28,716     $ 23,932  
Plus: Provision for credit losses     2,764       1,000  
Total pre-provision net revenue (non-GAAP)   $ 31,480     $ 24,932  
Total (annualized) (non-GAAP)   $ 42,088     $ 33,334  
                 
Average assets   $ 2,832,550     $ 2,666,723  
Pre-Provision Net Revenue to Average Assets (non-GAAP)     1.49 %     1.25 %

Contacts:

Daniel J. Santaniello Salvatore R. DeFrancesco, Jr.
President and Chief Executive Officer Treasurer and Chief Financial Officer
570-504-8035 570-504-8000

  • EVERGREEN Phase 3 Trial-in-Progress poster presents planned study design of JADE101 in IgA nephropathy; initiation now expected in the fourth quarter of 2026
  • JUNIPER Phase 2 Trial-in-Progress poster highlights ongoing study of JADE101 in IgA nephropathy; interim data now expected in the second quarter of 2027

SAN FRANCISCO and VANCOUVER, British Columbia, Oct. 21, 2026 (GLOBE NEWSWIRE) — Jade Biosciences, Inc. (“Jade” or the “Company”) (Nasdaq: JBIO), a clinical-stage biotechnology company focused on developing best-in-class therapies for autoimmune diseases, today announced that three posters related to JADE101, a novel, ultra-high affinity and half-life extended investigational anti-A Proliferation-Inducing Ligand (APRIL) monoclonal antibody in development for the treatment of immunoglobulin A nephropathy (IgAN), will be presented at the American Society of Nephrology (ASN) Kidney Week 2026, being held in Denver, Colorado from October 21-25, 2026. The presentations highlight both the scientific foundation and continued clinical advancement of the JADE101 program in IgAN, including the planned acceleration of the EVERGREEN Phase 3 clinical trial, with initiation now expected in the fourth quarter of 2026.

“The anticipated initiation of EVERGREEN ahead of schedule reflects the disciplined execution of an experienced team to efficiently advance the JADE101 IgA nephropathy program into Phase 3 development,” said Andrew King, Ph.D., President, Research & Development of Jade Biosciences. “The presentations at ASN add to the growing body of evidence that has strengthened our conviction in JADE101’s potential best-in-class profile, characterized by potent, rapid and deep IgA reductions predicted to be sustained with convenient quarterly dosing.”

Jade’s presentations at Kidney Week 2026 include Trial-in-Progress posters for the upcoming EVERGREEN Phase 3 clinical trial and the ongoing JUNIPER Phase 2 clinical trial. Jade now expects to report interim data from JUNIPER in the second quarter of 2027. In addition, Jade will be presenting a model-based assessment poster featuring analyses integrating clinical and biomarker data to inform dose selection, characterize anticipated responses to APRIL inhibition, and support the accelerated development of JADE101.

Poster Presentations at ASN Kidney Week 2026

Title: Model-Based Assessment of Clinical Responses to A Proliferation-Inducing Ligand (APRIL) Blockade Informing Development of the Anti-APRIL Monoclonal Antibody JADE101 in IgAN
Session: Pharmacology (PharmacoKinetics, -Dynamics, -Genomics)
Poster Number: TH-PO0822
Date / Time: October 22, 2026, from 10:00 AM to 12:00 p.m. MT

Title: A Phase 2, Multicenter, Open-Label Study to Evaluate the Safety and Efficacy of Jade101 in Participants with IgAN
Session: Informational Posters
Poster Number: INFO13-SA
Date / Time: October 24, 2026, from 10:00 AM to 12:00 p.m. MT

Title: A Phase 3, Multicenter, Randomized, Double-Blind, Placebo-Controlled Study to Evaluate the Efficacy and Safety of Jade101 Administered Subcutaneously in Participants with Immunoglobulin A Nephropathy        
Session: Informational Posters
Poster Number: INFO14-SA
Date / Time: October 24, 2026, from 10:00 AM to 12:00 p.m. MT

The posters will be available on the Publications section of Jade’s website following their presentations.

About IgA nephropathy (IgAN)

IgAN is a chronic autoimmune kidney disease that affects approximately 169,000 people in the U.S. and is most often diagnosed in young adults. The disease is characterized by the deposition of pathogenic IgA-containing immune complexes in the kidneys. These deposits can lead to increased protein in the urine, also known as proteinuria, declining kidney function, and potentially end-stage kidney disease requiring dialysis or a transplant. IgAN often requires lifelong treatment to preserve kidney function and prevent progression to kidney failure.

About Jade Biosciences, Inc.

Jade Biosciences is a clinical-stage biotechnology company focused on developing best-in-class therapies that address critical unmet needs in autoimmune diseases. Jade’s lead candidate, JADE101, targets the cytokine APRIL, and is currently being evaluated for the treatment of immunoglobulin A nephropathy. Jade’s pipeline also includes JADE201, an afucosylated anti-BAFF-R monoclonal antibody, as well as JADE301, an anti-IFN-β monoclonal antibody. Jade was launched based on assets licensed from Paragon Therapeutics, an antibody discovery engine founded by Fairmount. For more information, visit JadeBiosciences.com and follow the Company on LinkedIn.

Forward-Looking Statements

Certain statements in this communication, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, express or implied statements relating to Jade’s expectations, hopes, beliefs, intentions or strategies regarding the future of its pipeline and business including, without limitation: Jade’s ability to achieve the expected benefits or opportunities with respect to JADE101 and its other product candidates and their best-in-class potential; Jade’s plans to conduct a Phase 3 clinical trial of JADE101; the expected timelines for the initiation of the planned Phase 3 clinical trial of JADE101 and the availability of interim data from the ongoing Phase 2 clinical trial of JADE101; the predicted ability of JADE101 to sustain IgA reductions with quarterly dosing; and the potential therapeutic uses, efficacy, durability, safety profiles, and dosing of JADE101. The words “opportunity,” “potential,” “milestones,” “pipeline,” “can,” “goal,” “strategy,” “target,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “plan,” “possible,” “project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting Jade will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Jade’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: the ongoing and planned clinical trials of JADE101 and any other clinical trials may be delayed or may not demonstrate desirable efficacy or predicted performance; Jade’s planned JADE101 Phase 3 clinical trial may be delayed based on FDA feedback or requirements, as the FDA retains broad discretion to require additional clinical data for any product candidate prior to the conduct of a Phase 3 clinical trial or submission for regulatory approval; even if such Phase 3 trial is successful, it may not support regulatory approval; adverse events and safety signals may occur; modeled and predicted data may not be realized in actual clinical studies; Jade may experience unanticipated costs, difficulties or delays in the product development process; Jade’s product candidates may be delayed to a point where they are not commercially viable; clinical trial start up, enrollment or regulatory challenges may occur; challenges associated with Jade’s dependence on third-party vendors for the development, manufacture and supply of its product candidates may occur; and the other risks, uncertainties and factors more fully described in Jade’s most recent filings with the Securities and Exchange Commission (including the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026). Should one or more of these risks or uncertainties materialize, or should any of Jade’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Jade does not undertake or accept any duty to release publicly any updates or revisions to any forward-looking statements, except as required by law. This communication does not purport to summarize all of the conditions, risks and other attributes of an investment in Jade.

Jade Biosciences Contact

Zane Goodwin
IR@JadeBiosciences.com
Media@JadeBiosciences.com

CLEVELAND, Oct. 21, 2026 (GLOBE NEWSWIRE) — Sotera Health Company (Nasdaq: SHC), a leading global provider of mission-critical end-to-end sterilization solutions, lab testing and advisory services for the healthcare industry, today announced its plans to release its financial results for the third quarter ended September 30, 2026 before the market opens on Tuesday, November 3, 2026. Following the release, management will host a conference call at 9:00 a.m. Eastern Time to discuss the Company’s operating and financial results.

A live webcast of the conference call and accompanying materials can be accessed via the Investor Relations section of the Company’s website at Presentation & Events | Sotera Health. A replay of the webcast will be available later in the day on November 3.

Updates on recent developments in matters relevant to investors can be found on the Investor Relations section of the Sotera Health website at Investor Relations | Sotera Health. For developments related to Ethylene Oxide, updates can be found at Ethylene Oxide | Sotera Health.

About Sotera Health
Sotera Health Company is a leading global provider of mission-critical end-to-end sterilization solutions, lab testing and advisory services for the healthcare industry. Sotera Health goes to market through three businesses – Sterigenics®, Nordion® and Nelson Labs®. Sotera Health is committed to its mission, Safeguarding Global Health®.

Contacts  
Jason Peterson
Vice President, Investor Relations
IR@soterahealth.com
 
   
Kristin Gibbs
Chief Marketing Officer, Sotera Health
kgibbs@soterahealth.com
 

Source: Sotera Health Company

BOSTON, Oct. 21, 2026 (GLOBE NEWSWIRE) — Tiziana Life Sciences, Ltd. (Nasdaq: TLSA) (“Tiziana” or the “Company”), a biotechnology company developing breakthrough immunomodulation therapies with its lead development candidate, intranasal foralumab, a fully human, anti-CD3 monoclonal antibody, today announced that members of its management and business development team will attend the 10th Joint Americas Committee for Treatment and Research in Multiple Sclerosis (ACTRIMS) and European Committee for Treatment and Research in Multiple Sclerosis (ECTRIMS) Meeting, known as MSToronto2026, being held October 21–23, 2026, at the Metro Toronto Convention Centre in Toronto, Canada. The joint ACTRIMS-ECTRIMS meeting is a premier international scientific forum uniting researchers, clinicians, and industry leaders focused on advances in multiple sclerosis (MS) and related neuroinflammatory disorders.

Company representatives will be available to discuss Tiziana’s clinical programs, including the INFORM-MS trial (NCT06292923) of intranasal foralumab in patients with non-active secondary progressive multiple sclerosis (na-SPMS), ongoing studies in Alzheimer’s disease, multiple system atrophy (MSA), and amyotrophic lateral sclerosis (ALS), and opportunities for scientific collaboration and business development.

“We are pleased to attend and participate in MSToronto2026, one of the most important gatherings in the MS research community,” said Ivor Elrifi, Chief Executive Officer of Tiziana Life Sciences. “This meeting provides an excellent opportunity to engage with key opinion leaders, investigators, and potential partners as we advance intranasal foralumab, our novel fully human anti-CD3 monoclonal antibody designed to induce regulatory T cells and reduce microglial activation in neuroinflammatory and neurodegenerative diseases.”

About Foralumab
Foralumab, a fully human anti-CD3 monoclonal antibody, is a biological drug candidate that has been shown to stimulate T regulatory cells when dosed intranasally. At present, 14 patients with Non-Active Secondary Progressive Multiple Sclerosis (na-SPMS) have been dosed in an open-label intermediate sized Expanded Access (EA) Program (NCT06802328) with either an improvement or stability of disease seen within 6 months in all patients. In addition, intranasal foralumab is currently being studied in a Phase 2a, randomized, double-blind, placebo-controlled, multicenter, dose-ranging trial in patients with non-active secondary progressive multiple sclerosis (NCT06292923), as well as additional Phase 2 trials in AD and MSA.

Intranasal foralumab is the only fully human anti-CD3 monoclonal antibody (mAb) currently in clinical development. Immunomodulation by intranasal foralumab represents a novel avenue for the treatment of neuroinflammatory and neurodegenerative human diseases.[1],[2]

About Tiziana Life Sciences

Tiziana Life Sciences is a clinical-stage biopharmaceutical company developing breakthrough therapies using transformational drug delivery technologies to enable alternative routes of immunotherapy. Tiziana’s innovative intranasal approach has the potential to provide an improvement in efficacy as well as safety and tolerability compared to intravenous (IV) delivery. Tiziana’s lead candidate, intranasal foralumab, which is the only fully human anti-CD3 mAb currently in clinical development, has demonstrated a favorable safety profile and clinical response in patients in studies to date. Tiziana’s technology for alternative routes of immunotherapy has been patented with several applications pending and is expected to allow for broad pipeline applications.

For more information about Tiziana Life Sciences and its innovative pipeline of therapies, please visit www.tizianalifesciences.com.

Forward-Looking Statements

Statements in this press release may be “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, that concern matters that involve risks and uncertainties that could cause actual results to differ materially from those anticipated or projected in the forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as ‘anticipates,’ ‘expects,’ ‘intends,’ ‘plans,’ ‘believes,’ ‘seeks,’ ‘estimates,’ and similar expressions are intended to identify forward-looking statements. These forward-looking statements reflect the current beliefs and expectations of Tiziana’s management and include statements regarding the closing of the Offering. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company’s control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and other factors described more fully in the section entitled ‘Risk Factors’ in Tiziana’s Annual Report on Form 20-F for the year ended December 31, 2025, and other periodic reports filed with the SEC from time to time. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

For further inquiries:

Tiziana Life Sciences Ltd
Paul Spencer, Business Development, and Investor Relations
+44 (0) 207 495 2379
email: info@tizianalifesciences.com

[1] https://www.pnas.org/doi/10.1073/pnas.2220272120

[2] https://www.pnas.org/doi/10.1073/pnas.2309221120

FDA clearance enables clinical development of OPGx-RDH12 for RDH12-associated Leber congenital amaurosis, a rare inherited retinal disease that causes progressive vision loss beginning in early childhood

Strategic collaboration with the Global RDH12 Alliance supports the development of a potential treatment for this disease with high unmet need

RESEARCH TRIANGLE PARK, N.C., Oct. 21, 2026 (GLOBE NEWSWIRE) — Opus Genetics, Inc. (Nasdaq: IRD) (“Opus Genetics” or the “Company”), a clinical-stage biopharmaceutical company developing gene therapies to restore vision and prevent blindness in patients with inherited retinal diseases (IRDs), today announced that the U.S. Food and Drug Administration (FDA) has cleared its Investigational New Drug (IND) application for OPGx-RDH12, an investigational gene therapy for the treatment of RDH12-associated Leber congenital amaurosis (RDH12-LCA), a rare inherited retinal disease that causes progressive vision loss and blindness beginning in early childhood.

The IND clearance enables Opus Genetics to advance OPGx-RDH12 into clinical development, marking an important achievement in the Company’s collaboration with the Global RDH12 Alliance, which brings together patient advocacy organizations RDH12 Fund for Sight in the United States and Eyes on the Future in the United Kingdom. The partnership was established in July 2025 with the goals of accelerating development of OPGx-RDH12 and bringing a potential treatment to patients living with this devastating condition.

“We are pleased to advance our third gene therapy pipeline program into clinical development and plan to initiate a Phase 1/2 trial this quarter,” said George Magrath, M.D., Chief Executive Officer, Opus Genetics. “RDH12-LCA causes progressive vision loss beginning at a very young age, underscoring the urgency of developing treatments that may preserve vision before further deterioration occurs. Receiving IND clearance for OPGx-RDH12 represents an important step toward bringing a potentially transformative gene therapy to children and families affected by this devastating disease. We are grateful for the collaboration and commitment of our partners at the Global RDH12 Alliance, which has been instrumental in advancing this program into the clinic.”

“Bringing a treatment to the members of the RDH12-LCA community has been the stated goal of The RDH12 Fund for Sight since its founding more than a decade ago,” said Mathew Pletcher, Ph.D., Board member of the RDH12 Fund for Sight and father to a 20-year-old child living with RDH12-LCA. “From the foundational work, funded by patient dollars, in the lab of Dr. Jean Bennett through today’s announcement, the RDH12-LCA community has been collaborating with partners to ensure the delivery a potentially vision-saving therapy to the clinic.”

“This is what true co-development looks like,” said Silvia Cerolini, Chief Executive Officer of Eyes on the Future and mother of a child affected by RDH12-LCA. “Our RDH12 patient organizations and Opus have pooled resources, capabilities and risk to bring this rare gene therapy into the clinic, combining venture philanthropy, scientific innovation and a patient-driven sense of urgency. We have been working toward this moment for many years, and we are grateful to Opus for being a true partner. We believe this model can become a blueprint for bringing gene therapies to rare disease communities, and one that other patient organizations can follow.”

Under the strategic collaboration announced in July 2025, the Global RDH12 Alliance committed up to $1.6 million toward the development of OPGx-RDH12, with eligible development costs reimbursed as activities are completed subject to certain diligence obligations and milestones. The organizations are working together on the clinical and regulatory strategy for the program, integrating the perspectives and experiences of patients and families directly into its development.

About RDH12-LCA and OPGx-RDH12

RDH12-LCA is a rare form of childhood blindness affecting an estimated 30,900 people globally. Mutations in the RDH12 gene impair protein function in the retina, leading to early visual decline, often with structural retinal changes by age two, and rapid progression during adolescence. OPGx-RDH12 is an investigational adeno-associated virus (AAV)-based gene therapy designed to deliver a functional copy of the RDH12 gene directly to photoreceptor cells in the retina. Preclinical studies of OPGx-RDH12 in cell and mouse models have demonstrated restoration of RDH12 activity and functional improvements, supporting clinical evaluation of the therapeutic candidate.

About The RDH12 Fund for Sight

The RDH12 Fund for Sight is a registered 501(c)(3) not-for-profit organization based in the United States. The RDH12 Fund for Sight was founded for the express purpose of connecting and supporting families impacted by RDH12-LCA and to ensure that significant funds are devoted to the study and development of treatments for LCA caused by mutations in RDH12.

About Eyes on the Future

Eyes on the Future is a UK-based not-for-profit organization supporting research into rare diseases and eye diseases, with a specific focus on RDH12 inherited retinal dystrophies. Founded by Enrico and Silvia, whose 12-year-old child is affected by RDH12-LCA, Eyes on the Future is a registered company limited by guarantee in England and Wales (No. 13956181) and a registered charity (No. 1198330). More information is available at www.eyesonthefuture.org.uk.

About Opus Genetics

Opus Genetics is a clinical-stage biopharmaceutical company developing gene therapies to restore vision and prevent blindness in patients with inherited retinal diseases (IRDs). The Company is developing one-time treatments designed to address the underlying genetic causes of severe retinal disorders. The Company’s pipeline includes seven AAV-based programs, led by OPGx-LCA5 for LCA5-related mutations and OPGx-BEST1 for BEST1-related retinal degeneration, with OPGx-RDH12 cleared to enter the clinic, and additional candidates targeting, MERTK, RHO, CNGB1 and NMNAT1. The Company is based in Research Triangle Park, N.C. For more information, visit www.opusgtx.com.

Forward-Looking Statements

This press release contains certain statements that are not statements of historical fact and are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “strive,” “will,” “would” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Such statements include, but are not limited to, statements related to the Company’s plans for the clinical development of OPGx-RDH12, including the anticipated timing of initiation, and the design, of the Phase 1/2 clinical trial of OPGx-RDH12; the therapeutic potential of OPGx-RDH12, including its potential to preserve vision or otherwise treat RDH12-LCA; the significance of preclinical data for OPGx-RDH12 and whether such data will be predictive of clinical results; the Company’s collaboration with the Global RDH12 Alliance and the potential of this partnership to accelerate development of OPGx-RDH12 and bring a potential treatment to patients living with this devastating condition; the Company’s ability to satisfy diligence obligations and meet development milestones under its agreement with the Global RDH12 Alliance and the potential of the collaboration model to be replicated to bring other gene therapies to rare disease communities; and the Company’s expectations regarding its business prospects and results of operations. There can be no assurance that the Company’s planned Phase 1/b clinical trial of OPGx-RDH12 will be initiated on the anticipated timeline or at all, or that OPGx-RDH12 will be shown to be safe or effective or receive regulatory approval.. The forward-looking statements contained herein are subject to certain risks and uncertainties posed by many factors and events that could cause the Company’s actual business, prospects and results of operations to differ materially from those anticipated by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those described under the heading “Risk Factors” included in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and in the Company’s other filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. The Company undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that might subsequently arise.

Contacts:

Investors
Jenny Kobin
Remy Bernarda
IR Advisory Solutions
ir@opusgtx.com

Media
Kimberly Ha
KKH Advisors
917-291-5744
kimberly.ha@kkhadvisors.com

Source: Opus Genetics, Inc.

Phase 1 Validates LT350’s Canopy and Modular Cartridge Architecture Across All Engineering Domains

Engagement Expands to Full Design/Engineering and Pilot Ready Deployment

Timeline Supports Breaking Ground on First LT350 Canopy at Texas Hospital in Q3 2027

BOULDER, Colo., Oct. 21, 2026 (GLOBE NEWSWIRE) — Auddia Inc. (NASDAQ: AUUD) (“Auddia” or the “Company”), an AI-first technology company pursuing a merger that, if completed, would form McCarthy Finney, an AI-native operating company, today announced the successful completion of Phase 1 of the LT350 design and engineering program with Fresh Consulting, concluding a comprehensive feasibility study of LT350’s distributed AI datacenter canopy platform. The study evaluated all major components of the LT350 architecture, including structural design, modular GPU cartridges, battery storage integration, microgrid controls, and an in-depth thermal analysis of high density GPU environments.

The Phase 1 results confirmed a feasible and scalable engineering solution, enabling LT350 to advance into Phase 2/3, which encompasses full design, detailed engineering, and pilot ready fabrication. LT350 executed the Phase 2/3 engagement last week, marking a major milestone in the Company’s path toward deploying its first operational canopy.

The completion of Phase 1 marks the next step in LT350’s engineering program with Fresh Consulting, first announced in June 2026. With the feasibility assessment of its patented canopy and modular cartridge architecture now complete, the program has advanced into detailed engineering and pilot preparation, bringing LT350 closer to its first planned deployment.

Phase 1 Feasibility Results

During Phase 1, Fresh Consulting conducted a multi-disciplinary engineering review of LT350’s patented canopy and cartridge architecture. The feasibility study included:

  • Structural engineering validation of the canopy platform and column footer design
  • Thermal modeling and analysis of GPU cartridge heat loads and zero-water liquid cooling performance
  • Electrical and microgrid feasibility including inverter systems, battery integration, and utility coordination
  • Cartridge modularity and manufacturability assessments
  • Deployment sequencing and site-readiness modeling

The study concluded that LT350’s distributed canopy architecture is technically feasible, scalable, and capable of supporting high-density inference workloads in a distributed, parking-lot-based datacenter environment.

Advancement to Phase 2/3 Engineering

With feasibility confirmation, LT350 and Fresh Consulting have entered Phase 2/3, which includes:

  • Final pilot stage canopy and cartridge design
  • Detailed engineering and pilot fabrication planning
  • Thermal system optimization
  • Electrical and microgrid integration engineering
  • Site-specific engineering for the first pilot canopy
  • Manufacturing preparation for modular cartridge production

This phase is designed to deliver a pilot ready engineering package, enabling LT350 to move directly into fabrication and site deployment.

Pilot Timeline: Breaking Ground in Q3 2027

The Phase 2/3 timeline supports breaking ground on LT350’s first operational canopy at a hospital in Texas in Q3 of next year, representing the Company’s first deployment of its distributed AI datacenter platform in a mission critical healthcare environment.

“We are extremely pleased with the results of the Phase 1 feasibility study,” said Jeff Thramann, CEO of Auddia and Founder of LT350. “Fresh Consulting validated the core engineering assumptions behind LT350 and delivered a clear path into full design and pilot deployment. Advancing into Phase 2/3 is a major milestone for LT350 and positions us to break ground on our first canopy next year.”

About the Merger to form McCarthy Finney (MCFN)

Auddia entered into a definitive merger agreement with Thramann Holdings, LLC on February 17, 2026. If completed, the transaction would combine Auddia with three early stage, AI-native operating companies wholly owned by Thramann Holdings: LT350, Influence Healthcare, and Voyex. The combined company would be renamed McCarthy Finney Inc. and is expected to trade under the ticker MCFN, subject to applicable approvals and listing requirements. McCarthy Finney would operate as an AI holding company supporting LT350, Influence Healthcare, Voyex, and Auddia with AI and Web3 capabilities.

  • LT350 is a distributed AI datacenter company with 14 issued patents and 3 pending patent applications covering its proprietary solar parking lot canopy infrastructure platform. The platform integrates modular battery storage and GPU cartridges into the canopy ceiling to convert the airspace of underutilized parking areas into distributed AI datacenters. LT350 aims to build a secure, low latency, cost effective, and rapidly deployable edge network while supporting local power infrastructure resilience.
  • Influence Healthcare is a healthtech company leveraging AI, blockchain, and vertical integration to empower surgeons to drive adoption of value based care (VBC) to the surgical specialties. The Company’s mission is to leverage technology and value based enterprises (VBEs) to build an alternative healthcare system that minimizes the corporate practice of medicine, eliminates administrative waste, and enhances the autonomy and pay of health care providers to empower them to improve quality and return the patient physician relationship to the center of medicine.
  • Voyex is a travel services platform that leverages agentic AI, an integrated fintech platform, and utilization of charter and private jet aircraft to significantly improve the travel experience. The Company aims to alleviate the leading pain points for travelers of lengthy flight delays and cancellations.

About Auddia Inc.

Auddia, through its proprietary AI platform for audio identification and classification, is reinventing not only how consumers engage with AM/FM radio, podcasts, and other audio content but also how artists and labels promote their music and gain access to mainstream radio audiences. Auddia’s Discovr Radio is the first music-promotion platform to deliver artists guaranteed exposure to radio listeners. Auddia’s flagship audio superapp, called faidr, delivers multiple industry firsts, including:

  • Ad-free listening on any AM/FM radio station
  • Content skipping across any AM/FM station
  • One-touch skipping of entire podcast ad breaks
  • Integrated artist discovery experiences

For more information, visit www.auddia.com.

Cautionary Note on Forward-Looking Statements

Certain statements in this communication, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995, concerning Auddia, Thramann Holdings, and the proposed merger between Auddia and Thramann Holdings (the “Proposed Transaction”) and other matters. These forward-looking statements include, but are not limited to, express or implied statements relating to Auddia’s and Thramann Holdings’ management expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the structure, timing and completion of the proposed merger by and between Auddia and Thramann Holdings, and the expected effects, perceived benefits or opportunities of the Proposed Transaction; the combined company’s listing on Nasdaq after the closing of the Proposed Transaction; expectations regarding the structure, timing and completion of the financing needed to close the Proposed Transaction, including investment amounts from investors, timing of closing of the Proposed Transaction, expected proceed, expectations regarding the use of proceeds, and impact on ownership structure; the anticipated timing of the closing; the expected executive officers and directors of the combined company; each company’s and the combined company’s expected cash position at the closing and cash runway of the combined company following the proposed merger and any additional financing; the future operations of the combined company, including research and development activities; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any products and services of the combined company; the cash balance of the combined entity at closing; expectations related to the anticipated timing of the closing of the Proposed Transaction (the “Closing”); the expectations regarding the ownership structure of the combined company; the expected trading of the combined company’s stock on Nasdaq under the ticker symbol “MCFN” after the Closing; and other statements that are not historical fact.

All statements other than statements of historical fact contained in this communication are forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “opportunity,” “potential,” “milestones,” “pipeline,” “can,” “goal,” “strategy,” “target,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “plan,” “possible,” “project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are made based on current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management, concerning future developments and their potential effects. There can be no assurance that future developments affecting Auddia, Thramann Holdings, or the Proposed Transaction will be those that have been anticipated.

These forward-looking statements involve a number of risks and uncertainties, some of which are beyond Auddia’s or Thramann Holdings’ control, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the conditions to the Closing or consummation of the Proposed Transaction are not satisfied, including the failure to timely obtain approval of the proposed merger from Auddia’s stockholders the risk that the required financing is not obtained in a timely manner, if at all; uncertainties as to the timing of the consummation of the Proposed Transaction; risks related to Auddia’s continued listing on Nasdaq until closing of the Proposed Transaction and the combined company’s ability to remain listed following the Closing; uncertainties regarding the impact any delay in the Closing would have on the anticipated cash resources of the combined company, and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement; the effect of the announcement or pendency of the merger on Auddia’s or Thramann Holdings’ business relationships, operating results and business generally; costs related to the merger; the risk that as a result of adjustments to the exchange ratio, Auddia’s or Thramann Holdings’ stockholders could own more or less of the combined company than is currently anticipated; risks related to the market price of Auddia’s common stock relative to the value suggested by the exchange ratio; risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance the development of its products and services; costs of the Proposed Transaction and unexpected costs, charges or expenses resulting from the Proposed Transaction; potential adverse reactions or changes to business relationships, operating results, and business generally, resulting from the announcement or completion of the Proposed Transaction.

Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the SEC, including the factors described in the section titled “Risk Factors” in Auddia’s Annual Report on Form 10-K for the year ended December 31, 2025, which was originally filed with the SEC on March 6, 2026, subsequent Quarterly Reports on Form 10-Q filed with the SEC, and in other filings that Auddia makes and will make with the SEC in connection with the Proposed Transaction, including the Form S-4 and Proxy Statement described below, as well as discussions of potential risks, uncertainties, and other important factors included in other filings by Auddia from time to time. Should one or more of these risks or uncertainties materialize, or should any of Auddia’s or Thramann Holdings’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Auddia nor Thramann Holdings undertakes or accepts any duty to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, except as required by law. This communication does not purport to summarize all of the conditions, risks and other attributes of an investment in Auddia or Thramann Holdings.

No Offer or Solicitation

This communication and the information contained herein is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law, or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.

Important Additional Information about the Proposed Transaction Will be Filed with the SEC

This communication relates to the proposed merger involving Auddia and Thramann Holdings and may be deemed to be solicitation material in respect of the proposed merger. In connection with the proposed Transaction, Auddia intends to file relevant materials with the SEC, including a registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement (the “Proxy Statement”) and prospectus. This communication is not a substitute for the Form S-4, the Proxy Statement or for any other document that Auddia may file with the SEC and/or send to Auddia’s stockholders in connection with the proposed merger. AUDDIA URGES, BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS TO READ THE FORM S-4, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AUDDIA, THRAMANN HOLDINGS, THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and stockholders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by Auddia with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed by Auddia with the SEC will also be available free of charge on Auddia’s website at www.auddia.com or by contacting Auddia Investor Relations at investors.auddiainc.com/contact. In addition, investors and stockholders should note that Auddia communicates with investors and the public through its investor-relations website at investors.auddiainc.com.

Participants in the Solicitation

Auddia, Thramann Holdings, and their respective directors and certain of their executive officers and other members of management may be deemed to be participants in the solicitation of proxies from Auddia’s stockholders in connection with the proposed transaction under the rules of the SEC. Information about Auddia’s directors and executive officers, including a description of their interests in Auddia, is included in Auddia’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 6, 2026. Additional information regarding the persons who may be deemed participants in the proxy solicitations, including about the directors and executive officers of Thramann Holdings, and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.

Investor Relations:
Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com
www.pcgadvisory.com

EVANSVILLE, Ind., Oct. 21, 2026 (GLOBE NEWSWIRE) —

Old National Bancorp (NASDAQ: ONB) reports 3Q26 net income applicable to common shares of $250.0 million, diluted EPS of $0.66; $249.7 million and $0.66 on an adjusted1 basis, respectively.
 

CEO COMMENTARY:

“With our strong 3rd quarter results, highlighted by record net income, a record efficiency ratio, and growth in both deposits and loans, Old National continues to demonstrate the strength and consistency of our operating model,” said Chairman and CEO Jim Ryan. “Our disciplined focus on fundamentals continues to drive profitable growth, positive operating leverage, and meaningful value creation for our shareholders. As we look ahead, we remain very well positioned to build on this momentum and capitalize on opportunities across our growing franchise.”
 

THIRD QUARTER HIGHLIGHTS2: 
Net Income
  • Record net income applicable to common shares of $250.0 million; adjusted net income applicable to common shares1 of $249.7 million
  • Earnings per diluted common share (“EPS”) of $0.66; record adjusted EPS1 of $0.66
Net Interest Income/NIM
  • Net interest income on a fully taxable equivalent basis1 of $592.0 million
  • Net interest margin on a fully taxable equivalent basis1 (“NIM”) of 3.52%, down 2 basis points (“bps”)
Operating Performance
  • Pre-provision net revenue1 (“PPNR”) of $365.0 million; adjusted PPNR1 of $364.8 million
  • Noninterest expense of $355.4 million; adjusted noninterest expense1 of $354.7 million
  • Record efficiency ratio1 of 46.1%; record adjusted efficiency ratio1 of 44.9%
Deposits and Funding
  • Period-end total deposits of $57.6 billion, up 10.6% annualized
  • Granular low-cost deposit franchise; total deposit costs of 179 bps, up 8 bps; interest-bearing deposit costs of 231 bps, up 8 bps
Loans and Credit Quality
  • End-of-period total loans3 of $51.2 billion, up $362.3 million or 2.9% annualized
  • Provision for credit losses4 (“provision”) of $33.6 million
  • Net charge-offs of $34.1 million, or 27 bps of average loans; 24 bps of average loans excluding purchased credit deteriorated (“PCD”) loans that had an allowance at acquisition
  • 30+ day delinquencies of 0.25% and nonaccrual loans of 0.92% of total loans
Return Profile & Capital
  • Return on average tangible common equity1 (“ROATCE”) of 19.6%; adjusted ROATCE1 of 19.6%
  • Preliminary regulatory Tier 1 common equity to risk-weighted assets of 11.11%, up 2 bps
  • Repurchased $100 million, or 3.9 million shares, of common stock during the quarter
Notable Items
  • $0.9 million of pre-tax pension gain5
  • $0.7 million of pre-tax merger-related charges
   

1 Non-GAAP financial measure that management believes is useful in evaluating the financial results of the Company – refer to the Non-GAAP reconciliations contained in this release     2 Comparisons are on a linked-quarter basis, unless otherwise noted     3 Includes loans held-for-sale     4 Includes the provision for unfunded commitments     5 Includes a gain associated with the settlement of the Bremer pension plan

RESULTS OF OPERATIONS2
Old National Bancorp reported record third quarter 2026 net income applicable to common shares of $250.0 million, or $0.66 per diluted common share.

Included in third quarter results was a $0.9 million pre-tax gain associated with the settlement of the Bremer pension plan and pre-tax charges of $0.7 million for merger-related expenses. Excluding these items and realized debt securities gains from the current quarter net of tax, adjusted net income1 was $249.7 million, or $0.66 per diluted common share.

DEPOSITS AND FUNDING
Increases in business and public funds.

  • Period-end total deposits were $57.6 billion, up 10.6% annualized.
  • On average, total deposits for the third quarter were $56.9 billion, an increase of $1.3 billion.
  • Granular low-cost deposit franchise; total deposit costs of 179 bps, up 8 bps.
  • A loan to deposit ratio of 89%, combined with existing funding sources, provides strong liquidity.

LOANS
Loan growth driven by high quality commercial loan production.

  • Period-end total loans3 were $51.2 billion, up $362.3 million or 2.9% annualized, including commercial and industrial growth of $148.0 million, as well as commercial real estate growth of $157.3 million.
  • Period-end commercial pipeline totaled $4.4 billion, down 20% from record levels at the end of the second quarter and up 6% from a year ago.
  • Average total loans in the third quarter were $51.1 billion, up 7.8% annualized.

CREDIT QUALITY
Credit quality remains stable.

  • Provision4 expense was $33.6 million compared to $36.2 million.
  • Net charge-offs were $34.1 million, or 27 bps of average loans, compared to 26 bps.
    • Excluding PCD loans that had an allowance for credit losses established at acquisition, net charge-offs to average loans were 24 bps compared to 22 bps.
  • 30+ day delinquencies as a percentage of loans were 0.25% compared to 0.29%.
  • Nonaccrual loans as a percentage of total loans were 0.92% compared to 0.91%.
  • The allowance for credit losses, including the allowance for credit losses on unfunded loan commitments, stood at $611.5 million, or 1.20% of total loans, compared to $612.0 million, or 1.21% of total loans.

NET INTEREST INCOME AND MARGIN
Earning asset growth and favorable rate/volume mix more than offset higher deposit costs.

  • Net interest income on a fully taxable equivalent basis1 increased to $592.0 million compared to $586.5 million, driven by high quality loan and deposit growth, partly offset by core deposit pricing and funding mix.
  • Net interest margin on a fully taxable equivalent basis1 decreased 2 bps to 3.52%.
  • Cost of total deposits was 1.79%, increasing 8 bps and the cost of total interest-bearing deposits increased 8 bps to 2.31%.

NONINTEREST INCOME
Bank and wealth fees remained resilient as other income normalized from elevated second quarter levels.

  • Total noninterest income was $128.4 million compared to $153.6 million, or $127.5 million compared to $140.4 million excluding pre-tax gains associated with the settlement of the Bremer pension plan.
  • Excluding the pension plan gains5 and realized debt securities gains, noninterest income was down 9.1% driven by approximately $10 million of elevated other income in the second quarter of 2026 due to market value adjustments, higher company-owned life insurance income and an asset recovery.

NONINTEREST EXPENSE
Disciplined expense management drives record adjusted efficiency ratio.

  • Noninterest expense was $355.4 million and included $0.7 million of merger-related charges.
  • Excluding merger related charges, adjusted noninterest expense1 decreased to $354.7 million, compared to $360.1 million.
  • The efficiency ratio1 was a record at 46.1%, while the adjusted efficiency ratio1 was a record at 44.9% compared to 47.0% and 45.2%, respectively.

INCOME TAXES

  • Income tax expense was $69.8 million, resulting in an effective tax rate of 21.6% compared to 21.8%. On an adjusted fully taxable equivalent (“FTE”) basis1, the effective tax rate was 23.4% compared to 23.0%.
  • Income tax expense included $9.5 million of tax credit benefit compared to $9.9 million.

CAPITAL
CET1 held at 11.11% while funding earning asset growth and returning $155 million to shareholders.

  • Preliminary total risk-based capital down 6 bps to 13.59% and preliminary regulatory Tier 1 capital up 1 bps to 11.54%, as growth in loans and share repurchases is partly offset by strong retained earnings.
  • Tangible common equity to tangible assets was 7.28% compared to 7.68%, driven by the $391 million impact of rates on other comprehensive income.
  • The Company repurchased $100 million of common stock and paid $55 million of quarterly common stock cash dividends during the quarter resulting in a combined payout ratio of 62%.

CONFERENCE CALL AND WEBCAST
Old National will host a conference call and live webcast at 9:00 a.m. Central Time on Wednesday, October 21, 2026, to review third quarter financial results. To listen to the live conference call, dial U.S./International (833) 461-5787, meeting ID 244 307 806. The live audio webcast link and corresponding presentation slides will be available on the Company’s Investor Relations website at oldnational.com and the webcast replay will be available approximately two hours after completion of the call until midnight ET on October 21, 2027.

ABOUT OLD NATIONAL
Old National Bancorp (NASDAQ: ONB) is the holding company of Old National Bank. As the sixth largest commercial bank headquartered in the Midwest, Old National proudly serves clients primarily in the Midwest and Southeast. With approximately $74 billion of assets and $41 billion of assets under management, Old National ranks among the top 25 banking companies headquartered in the United States. Tracing our roots to 1834, Old National focuses on building long-term, highly valued partnerships with clients while also strengthening and supporting the communities we serve. In addition to providing extensive services in consumer and commercial banking, Old National offers comprehensive wealth management and capital markets services. For more information and financial data, please visit Investor Relations at oldnational.com. In 2026, Points of Light named Old National one of “The Civic 50” for the third consecutive year – an honor recognizing the 50 most community-minded companies in the United States – and also named Old National the Financials Sector Leader among nominated banks and financial services organizations.

USE OF NON-GAAP FINANCIAL MEASURES
The Company’s accounting and reporting policies conform to U.S. generally accepted accounting principles (“GAAP”) and general practices within the banking industry. As a supplement to GAAP, the Company provides non-GAAP performance results, which the Company believes are useful because they assist investors in assessing the Company’s operating performance. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in the tables at the end of this release.

The Company presents EPS, the efficiency ratio, return on average common equity, return on average tangible common equity, pre-provision net revenue and net income applicable to common shares, all adjusted for certain notable items. These items include a pension plan gain/loss, merger-related charges associated with completed and pending acquisitions, realized debt securities gains/losses, distribution of excess pension assets expense, FDIC special assessment expense, and CECL Day 1 non-PCD provision expense. Management believes excluding these items from EPS, the efficiency ratio, return on average common equity, and return on average tangible common equity may be useful in assessing the Company’s underlying operational performance since these items do not pertain to its core business operations and their exclusion may facilitate better comparability between periods. Management believes that excluding merger-related charges from these metrics may be useful to the Company, as well as analysts and investors, since these expenses can vary significantly based on the size, type, and structure of each acquisition. Additionally, management believes excluding these items from these metrics may enhance comparability for peer comparison purposes.

Income tax expense, provision for credit losses, and the certain notable items listed above are excluded from the calculation of pre-provision net revenues, adjusted due to the fluctuation in income before income tax and the level of provision for credit losses required. Management believes adjusted pre-provision net revenues may be useful in assessing the Company’s underlying operating performance and their exclusion may facilitate better comparability between periods and for peer comparison purposes.

The Company presents adjusted noninterest expense, which excludes merger-related charges associated with completed and pending acquisitions, distribution of excess pension assets expense, and FDIC special assessment expense, as well as adjusted noninterest income, which excludes a pension plan gain/loss and realized debt securities gains/losses. Management believes that excluding these items from noninterest expense and noninterest income may be useful in assessing the Company’s underlying operational performance as these items either do not pertain to its core business operations or their exclusion may facilitate better comparability between periods and for peer comparison purposes.

The tax-equivalent adjustment to net interest income and net interest margin recognizes the income tax savings when comparing taxable and tax-exempt assets. Interest income and yields on tax-exempt securities and loans are presented using the current federal income tax rate of 21%. Management believes that it is standard practice in the banking industry to present net interest income and net interest margin on a fully tax-equivalent basis and that it may enhance comparability for peer comparison purposes.

In management’s view, tangible common equity measures are capital adequacy metrics that may be meaningful to the Company, as well as analysts and investors, in assessing the Company’s use of equity and in facilitating comparisons with peers. These non-GAAP measures are valuable indicators of a financial institution’s capital strength since they eliminate intangible assets from stockholders’ equity and retain the effect of accumulated other comprehensive loss in stockholders’ equity.

Although intended to enhance investors’ understanding of the Company’s business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. In addition, these non-GAAP financial measures may differ from those used by other financial institutions to assess their business and performance. See the following reconciliations in the “Non-GAAP Reconciliations” section for details on the calculation of these measures to the extent presented herein.

FORWARD-LOOKING STATEMENTS
This earnings release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), Section 27A of the Securities Act of 1933 and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934 and Rule 3b-6 promulgated thereunder, notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the Securities and Exchange Commission (“SEC”), in press releases, and in oral and written statements made by us that are not statements of historical fact and constitute forward‐looking statements within the meaning of the Act. These statements include, but are not limited to, descriptions of Old National’s financial condition, results of operations, asset and credit quality trends, profitability and business plans or opportunities. Forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “should,” “would,” and “will,” and other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those in such statements, including, but not limited to: competition; government legislation, regulations and policies, including trade and tariff policies; the ability of Old National to execute its business plan; unanticipated changes in our liquidity position, including but not limited to changes in our access to sources of liquidity and capital to address our liquidity needs; changes in economic conditions and economic and business uncertainty which could materially impact credit quality trends and the ability to generate loans and gather deposits; inflation and governmental responses to inflation, including increasing interest rates; market, economic, operational, liquidity, credit, and interest rate risks associated with our business; our ability to successfully manage our credit risk and the sufficiency of our allowance for credit losses; the potential impact of future business combinations on our performance and financial condition, including our ability to successfully integrate the businesses, the success of revenue-generating and cost reduction initiatives, and the diversion of management’s attention from ongoing business operations and opportunities; failure or circumvention of our internal controls; operational risks or risk management failures by us or critical third parties, including without limitation with respect to data processing, information systems, cybersecurity, technological changes, vendor issues, business interruption, and fraud risks; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities; disruptive technologies in payment systems and other services traditionally provided by banks; failure or disruption of our information systems; computer hacking and other cybersecurity threats; the effects of climate change on Old National and its customers, borrowers, or service providers; the impacts of pandemics, epidemics and other infectious disease outbreaks; other matters discussed in this earnings release; and other factors identified in our Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the SEC. These forward-looking statements are based on assumptions and estimates, which although believed to be reasonable, may turn out to be incorrect. Old National does not undertake an obligation to update these forward-looking statements to reflect events or conditions after the date of this earnings release. You are advised to consult further disclosures we may make on related subjects in our filings with the SEC.

CONTACTS:  
Media: Scott Reinhard Investors: Lynell Durchholz
(612) 716-0304 (812) 464-1366
Scott.Reinhard@oldnational.com Lynell.Durchholz@oldnational.com
   

               
Financial Highlights (unaudited)
($ and shares in thousands, except per share data)
                 
  Three Months Ended   Nine Months Ended
  September 30, June 30, March 31, December 31, September 30,   September 30, September 30,
    2026     2026     2026     2025     2025       2026     2025  
Income Statement                
Net interest income $ 584,287   $ 578,988   $ 572,573   $ 580,832   $ 574,609     $ 1,735,848   $ 1,477,042  
FTE adjustment1,3   7,667     7,510     7,849     8,013     7,975       23,026     20,398  
Net interest income – tax equivalent basis3   591,954     586,498     580,422     588,845     582,584       1,758,874     1,497,440  
Provision for credit losses   33,580     36,206     34,946     32,745     26,738       104,732     164,976  
Noninterest income   128,446     153,564     122,346     109,759     130,461       404,356     356,772  
Noninterest expense   355,380     372,161     364,704     386,320     445,734       1,092,245     1,098,971  
Net income applicable to common shareholders   249,960     249,381     229,638     212,589     178,533     $ 728,979     440,533  
Per Common Share Data                
Weighted average diluted shares   380,900     383,273     388,054     389,550     390,496       384,156     357,278  
EPS, diluted $ 0.66   $ 0.65   $ 0.59   $ 0.55   $ 0.46     $ 1.90   $ 1.23  
Cash dividends   0.145     0.145     0.145     0.140     0.140       0.44     0.42  
Dividend payout ratio2   22 %   22 %   25 %   25 %   30 %     23 %   34 %
Book value $ 21.26   $ 21.80   $ 21.40   $ 21.17   $ 20.64     $ 21.26   $ 20.64  
Stock price   24.64     25.90     22.10     22.31     21.95       24.64     21.95  
Tangible book value3   13.77     14.32     13.93     13.71     13.15       13.77     13.15  
Performance Ratios                
ROAA   1.37 %   1.38 %   1.29 %   1.21 %   1.03 %     1.35 %   0.95 %
ROAE   12.0 %   12.1 %   11.1 %   10.4 %   9.0 %     11.7 %   8.3 %
ROATCE3   19.6 %   19.8 %   18.4 %   17.8 %   15.9 %     19.3 %   14.3 %
NIM (FTE)3   3.52 %   3.54 %   3.55 %   3.65 %   3.64 %     3.53 %   3.50 %
Efficiency ratio3   46.1 %   47.0 %   48.3 %   51.6 %   58.8 %     47.1 %   56.4 %
NCOs to average loans   0.27 %   0.26 %   0.26 %   0.27 %   0.25 %     0.26 %   0.24 %
ACL on loans to EOP loans   1.13 %   1.14 %   1.15 %   1.17 %   1.19 %     1.13 %   1.19 %
ACL4to EOP loans   1.20 %   1.21 %   1.22 %   1.24 %   1.26 %     1.20 %   1.26 %
Nonaccrual loans to EOP loans   0.92 %   0.91 %   1.03 %   1.07 %   1.23 %     0.92 %   1.23 %
Balance Sheet (EOP)                
Total loans $ 51,148,063   $ 50,772,584   $ 49,731,844   $ 48,764,162   $ 47,967,915     $ 51,148,063   $ 47,967,915  
Total assets   74,423,980     74,189,417     73,002,651     72,151,967     71,210,162       74,423,980     71,210,162  
Total deposits   57,639,107     56,146,770     55,672,472     55,088,195     55,006,184       57,639,107     55,006,184  
Total borrowed funds   7,134,231     8,423,983     7,823,198     7,451,367     6,766,381       7,134,231     6,766,381  
Total shareholders’ equity   8,295,211     8,583,843     8,510,653     8,494,788     8,309,271       8,295,211     8,309,271  
Capital Ratios3                
Risk-based capital ratios (EOP):                
Tier 1 common equity   11.11 %   11.09 %   11.11 %   11.08 %   11.02 %     11.11 %   11.02 %
Tier 1 capital   11.54 %   11.53 %   11.56 %   11.53 %   11.49 %     11.54 %   11.49 %
Total capital   13.59 %   13.65 %   13.71 %   12.85 %   12.78 %     13.59 %   12.78 %
Leverage ratio (average assets)   8.98 %   8.95 %   8.93 %   8.90 %   8.72 %     8.98 %   8.72 %
Equity to assets (averages)   11.52 %   11.61 %   11.79 %   11.73 %   11.48 %     11.64 %   11.59 %
TCE to TA   7.28 %   7.68 %   7.67 %   7.72 %   7.53 %     7.28 %   7.53 %
Nonfinancial Data                
Full-time equivalent employees   4,894     4,914     4,948     4,971     5,243       4,894     5,243  
Banking centers   346     346     346     346     351       346     351  
1Calculated using the federal statutory tax rate in effect of 21% for all periods.          
2Cash dividends per common share divided by net income per common share (basic).          
3Represents a non-GAAP financial measure. Refer to the “Non-GAAP Measures” table for reconciliations to GAAP financial measures.      
4Includes the allowance for credit losses on loans and unfunded loan commitments.          
                 
September 30, 2026 capital ratios are preliminary.      
FTE – Fully taxable equivalent basis  ROAA – Return on average assets  ROAE – Return on average equity  ROATCE – Return on average tangible common equity  NCOs – Net Charge-offs  ACL – Allowance for Credit Losses  EOP – End of period actual balances  TCE – Tangible common equity  TA – Tangible assets      
       

                 
Income Statement (unaudited)
($ and shares in thousands, except per share data)
  Three Months Ended   Nine Months Ended
  September 30, June 30, March 31, December 31, September 30,   September 30, September 30,
    2026     2026     2026     2025     2025       2026     2025  
Interest income $ 916,830   $ 894,391   $ 877,391   $ 897,301   $ 917,192     $ 2,688,612   $ 2,372,552  
Less:  interest expense   332,543     315,403     304,818     316,469     342,583       952,764     895,510  
Net interest income   584,287     578,988     572,573     580,832     574,609       1,735,848     1,477,042  
Provision for credit losses   33,580     36,206     34,946     32,745     26,738       104,732     164,976  
Net interest income after provision for credit losses   550,707     542,782     537,627     548,087     547,871       1,631,116     1,312,066  
Wealth and investment services fees   42,244     42,098     39,715     39,012     39,684       124,057     105,149  
Service charges on deposit accounts   29,187     28,009     26,937     27,516     27,856       84,133     72,890  
Debit card and ATM fees   13,325     13,092     12,038     13,178     13,197       38,455     36,110  
Mortgage banking revenue   8,966     11,163     9,554     11,053     10,442       29,683     27,353  
Capital markets income   12,348     12,329     11,016     13,080     12,629       35,693     24,249  
Company-owned life insurance   7,326     8,531     7,561     7,099     7,565       23,418     19,571  
Other income   15,045     38,376     15,450     (1,252 )   19,081       68,871     71,560  
Debt securities gains (losses), net   5     (34 )   75     73     7       46     (110 )
Total noninterest income   128,446     153,564     122,346     109,759     130,461       404,356     356,772  
Salaries and employee benefits   180,018     184,765     184,073     187,251     211,345       548,856     561,762  
Occupancy   34,784     33,452     36,995     35,243     34,442       105,231     93,927  
Equipment   11,326     11,077     12,075     14,184     12,703       34,478     34,170  
Marketing   16,462     15,601     16,434     14,418     15,093       48,497     40,792  
Technology   27,529     29,630     29,025     30,882     36,122       86,184     89,594  
Communication   6,323     6,130     6,196     6,726     7,742       18,649     16,890  
Professional fees   12,260     10,735     12,356     18,454     13,598       35,351     43,448  
FDIC assessment   13,243     13,592     13,756     11,190     14,095       40,591     37,204  
Amortization of intangibles   23,331     23,992     25,623     26,016     26,184       72,946     52,644  
Amortization of tax credit investments   8,131     7,807     7,111     9,822     7,057       23,049     16,296  
Other expense   21,973     35,380     21,060     32,134     67,353       78,413     112,244  
Total noninterest expense   355,380     372,161     364,704     386,320     445,734       1,092,245     1,098,971  
Income before income taxes   323,773     324,185     295,269     271,526     232,598       943,227     569,867  
Income tax expense   69,779     70,771     61,597     54,903     50,031       202,147     117,233  
Net income $ 253,994   $ 253,414   $ 233,672   $ 216,623   $ 182,567     $ 741,080   $ 452,634  
Preferred dividends   (4,034 )   (4,033 )   (4,034 )   (4,034 )   (4,034 )     (12,101 )   (12,101 )
Net income applicable to common shares $ 249,960   $ 249,381   $ 229,638   $ 212,589   $ 178,533     $ 728,979   $ 440,533  
                 
EPS, diluted $ 0.66   $ 0.65   $ 0.59   $ 0.55   $ 0.46     $ 1.90   $ 1.23  
Weighted Average Common Shares Outstanding                
Basic   379,250     381,864     385,849     387,862     389,038       382,297     355,307  
Diluted   380,900     383,273     388,054     389,550     390,496       384,156     357,278  
(EOP)   378,639     382,537     386,315     389,662     390,768       378,639     390,768  
                 
                 

 
End of Period Balance Sheet (unaudited)
($ in thousands)
  September 30, June 30, March 31, December 31, September 30,
    2026     2026     2026     2025     2025  
Assets          
Cash and due from banks $ 507,214   $ 588,654   $ 537,322   $ 591,645   $ 491,910  
Money market and other interest-earning investments   1,171,814     1,179,526     1,216,826     1,234,532     1,190,707  
Investments:          
Treasury and government-sponsored agencies   2,312,713     2,358,509     2,371,903     2,427,371     2,402,375  
Mortgage-backed securities   10,275,345     10,460,468     10,295,623     10,078,358     10,117,015  
States and political subdivisions   1,393,309     1,442,703     1,454,444     1,570,888     1,579,802  
Other securities   814,729     821,719     814,990     825,761     849,911  
Total investments   14,796,096     15,083,399     14,936,960     14,902,378     14,949,103  
Loans held-for-sale, at fair value   30,456     43,608     56,128     52,911     80,341  
Loans:          
Commercial   16,260,724     16,112,685     15,617,656     14,983,861     14,506,375  
Commercial real estate   22,692,502     22,535,229     22,192,900     22,050,007     22,083,734  
Residential real estate   8,770,515     8,760,832     8,621,409     8,467,496     8,190,127  
Consumer   3,424,322     3,363,838     3,299,879     3,262,798     3,187,679  
Total loans   51,148,063     50,772,584     49,731,844     48,764,162     47,967,915  
Allowance for credit losses on loans   (579,658 )   (580,511 )   (574,358 )   (569,520 )   (572,178 )
Premises and equipment, net   674,192     682,065     690,400     690,824     691,950  
Goodwill and other intangible assets   2,839,096     2,862,427     2,886,419     2,907,986     2,926,960  
Company-owned life insurance   1,058,220     1,053,333     1,054,824     1,051,009     1,044,780  
Accrued interest receivable and other assets   2,778,487     2,504,332     2,466,286     2,526,040     2,438,674  
Total assets $ 74,423,980   $ 74,189,417   $ 73,002,651   $ 72,151,967   $ 71,210,162  
           
Liabilities and Equity          
Noninterest-bearing demand deposits $ 12,847,561   $ 12,665,278   $ 12,927,096   $ 13,247,483   $ 12,691,658  
Interest-bearing:          
Checking and NOW accounts   11,177,144     11,129,286     10,969,731     10,740,919     11,162,121  
Savings accounts   4,812,222     4,924,639     4,985,949     4,909,138     4,958,555  
Money market accounts   17,949,816     16,936,441     16,871,237     16,529,631     17,032,446  
Time deposits   10,852,364     10,491,126     9,918,459     9,661,024     9,161,404  
Total deposits   57,639,107     56,146,770     55,672,472     55,088,195     55,006,184  
           
Federal funds purchased and interbank borrowings   484     250,389     200,583     100,197     1  
Securities sold under agreements to repurchase   240,698     265,301     264,518     261,366     277,594  
Federal Home Loan Bank advances   5,484,611     6,520,296     6,026,801     6,237,375     5,663,361  
Other borrowings   1,408,438     1,387,997     1,331,296     852,429     825,425  
Total borrowed funds   7,134,231     8,423,983     7,823,198     7,451,367     6,766,381  
Accrued expenses and other liabilities   1,355,431     1,034,821     996,328     1,117,617     1,128,326  
Total liabilities   66,128,769     65,605,574     64,491,998     63,657,179     62,900,891  
Preferred stock, common stock, surplus, and retained earnings   9,244,597     9,141,984     9,053,907     8,973,459     8,833,662  
Accumulated other comprehensive income (loss), net of tax   (949,386 )   (558,141 )   (543,254 )   (478,671 )   (524,391 )
Total shareholders’ equity   8,295,211     8,583,843     8,510,653     8,494,788     8,309,271  
Total liabilities and shareholders’ equity $ 74,423,980   $ 74,189,417   $ 73,002,651   $ 72,151,967   $ 71,210,162  
 
 

                         
Average Balance Sheet and Interest Rates (unaudited)
($ in thousands)
                         
                         
    Three Months Ended   Three Months Ended   Three Months Ended
    September 30, 2026   June 30, 2026   September 30, 2025
    Average Income1/ Yield/   Average Income1/ Yield/   Average Income1/ Yield/
Earning Assets:   Balance Expense Rate   Balance Expense Rate   Balance Expense Rate
Money market and other interest-earning investments   $ 1,170,557   $ 10,979 3.72 %   $ 1,212,043   $ 11,121 3.68 %   $ 1,159,564   $ 12,207 4.18 %
Investments:                        
Treasury and government-sponsored agencies     2,358,480     19,370 3.29 %     2,349,871     18,993 3.23 %     2,391,564     20,721 3.47 %
Mortgage-backed securities     10,479,035     114,368 4.37 %     10,428,343     111,157 4.26 %     9,854,107     105,596 4.29 %
States and political subdivisions     1,417,175     11,844 3.34 %     1,450,389     12,017 3.31 %     1,577,384     13,109 3.32 %
Other securities     824,408     12,488 6.06 %     828,774     12,395 5.98 %     874,728     16,265 7.44 %
Total investments     15,079,098     158,070 4.19 %     15,057,377     154,562 4.11 %     14,697,783     155,691 4.24 %
Loans:2                        
Commercial     16,207,022     248,740 6.14 %     15,792,290     238,663 6.05 %     14,722,785     249,569 6.78 %
Commercial real estate     22,660,192     346,840 6.12 %     22,234,235     339,925 6.12 %     21,999,016     356,014 6.47 %
Residential real estate loans     8,800,325     104,378 4.74 %     8,722,341     103,162 4.73 %     8,287,155     95,129 4.59 %
Consumer     3,383,853     55,490 6.51 %     3,323,663     54,468 6.57 %     3,166,508     56,557 7.09 %
Total loans     51,051,392     755,448 5.92 %     50,072,529     736,218 5.88 %     48,175,464     757,269 6.28 %
                         
Total earning assets   $ 67,301,047   $ 924,497 5.49 %   $ 66,341,949   $ 901,901 5.44 %   $ 64,032,811   $ 925,167 5.78 %
                         
Less: Allowance for credit losses on loans     (592,670 )         (580,550 )         (566,102 )    
                         
Non-earning Assets:                        
Cash and due from banks   $ 526,400         $ 545,346         $ 492,415      
Other assets     7,040,733           6,991,436           7,177,663      
                         
Total assets   $ 74,275,510         $ 73,298,181         $ 71,136,787      
                         
Interest-Bearing Liabilities:                        
Checking and NOW accounts   $ 11,217,310   $ 52,484 1.86 %   $ 11,106,289   $ 47,349 1.71 %   $ 10,807,113   $ 52,301 1.92 %
Savings accounts     4,878,272     3,071 0.25 %     4,950,785     3,032 0.25 %     5,009,293     3,866 0.31 %
Money market accounts     17,085,773     104,643 2.43 %     16,485,000     99,903 2.43 %     17,007,426     125,717 2.93 %
Time deposits     10,831,986     96,449 3.53 %     10,145,661     87,220 3.45 %     9,337,597     90,717 3.85 %
Total interest-bearing deposits     44,013,341     256,647 2.31 %     42,687,735     237,504 2.23 %     42,161,429     272,601 2.57 %
                         
Federal funds purchased and interbank borrowings     9,668     90 3.69 %     42,228     391 3.71 %     157,192     1,816 4.58 %
Securities sold under agreements to repurchase     258,721     577 0.88 %     257,217     561 0.87 %     289,323     731 1.00 %
Federal Home Loan Bank advances     6,068,074     59,292 3.88 %     6,561,147     61,744 3.77 %     5,552,780     57,143 4.08 %
Other borrowings     1,449,183     15,937 4.36 %     1,360,976     15,203 4.48 %     871,996     10,292 4.68 %
Total borrowed funds     7,785,646     75,896 3.87 %     8,221,568     77,899 3.80 %     6,871,291     69,982 4.04 %
                         
Total interest-bearing liabilities   $ 51,798,987   $ 332,543 2.55 %   $ 50,909,303   $ 315,403 2.48 %   $ 49,032,720   $ 342,583 2.77 %
                         
Noninterest-Bearing Liabilities and Shareholders’ Equity:                      
Demand deposits   $ 12,837,453         $ 12,860,401         $ 12,731,654      
Other liabilities     1,083,626           1,020,272           1,203,838      
Shareholders’ equity     8,555,444           8,508,205           8,168,575      
                         
Total liabilities and shareholders’ equity   $ 74,275,510         $ 73,298,181         $ 71,136,787      
                         
Net interest rate spread       2.94 %       2.96 %       3.01 %
                         
Net interest margin (GAAP)       3.47 %       3.49 %       3.59 %
                         
Net interest margin (FTE)3       3.52 %       3.54 %       3.64 %
                         
FTE adjustment     $ 7,667       $ 7,510       $ 7,975  
                         
1Interest income is reflected on a FTE basis.  
2Includes loans held-for-sale.  
3Represents a non-GAAP financial measure. Refer to the “Non-GAAP Measures” table for reconciliations to GAAP financial measures.  
   

                 
Average Balance Sheet and Interest Rates (unaudited)
($ in thousands)
                 
                 
    Nine Months Ended   Nine Months Ended
    September 30, 2026   September 30, 2025
    Average Income1/ Yield/   Average Income1/ Yield/
Earning Assets:   Balance Expense Rate   Balance Expense Rate
Money market and other interest-earning investments   $ 1,199,047   $ 33,044 3.68 %   $ 1,126,460   $ 35,813 4.25 %
Investments:                
Treasury and government-sponsored agencies     2,375,485     57,484 3.23 %     2,369,307     61,560 3.46 %
Mortgage-backed securities     10,392,449     332,990 4.27 %     8,249,480     247,853 4.01 %
States and political subdivisions     1,463,885     36,402 3.32 %     1,594,912     39,753 3.32 %
Other securities     830,985     38,260 6.14 %     872,430     42,547 6.50 %
Total investments   $ 15,062,804   $ 465,136 4.12 %   $ 13,086,129   $ 391,713 3.99 %
Loans:2                
Commercial     15,771,532     720,843 6.09 %     12,803,059     634,610 6.61 %
Commercial real estate     22,319,323     1,022,713 6.11 %     19,432,867     918,371 6.30 %
Residential real estate loans     8,686,561     306,493 4.70 %     7,636,955     251,629 4.39 %
Consumer     3,326,422     163,409 6.57 %     3,030,102     160,814 7.10 %
Total loans     50,103,838     2,213,458 5.89 %     42,902,983     1,965,424 6.11 %
                 
Total earning assets   $ 66,365,689   $ 2,711,638 5.45 %   $ 57,115,572   $ 2,392,950 5.59 %
                 
Less: Allowance for credit losses on loans     (582,180 )         (457,192 )    
                 
Non-earning Assets:                
Cash and due from banks   $ 540,143         $ 430,891      
Other assets     7,025,532           6,331,698      
                 
Total assets   $ 73,349,184         $ 63,420,969      
                 
Interest-Bearing Liabilities:                
Checking and NOW accounts   $ 11,097,532   $ 146,128 1.76 %   $ 9,512,075   $ 123,627 1.74 %
Savings accounts     4,916,410     9,114 0.25 %     4,891,083     11,251 0.31 %
Money market accounts     16,706,478     304,502 2.44 %     14,697,398     328,533 2.99 %
Time deposits     10,246,260     267,738 3.49 %     8,215,063     239,773 3.90 %
Total interest-bearing deposits     42,966,680     727,482 2.26 %     37,315,619     703,184 2.52 %
                 
Federal funds purchased and interbank borrowings     18,532     504 3.64 %     131,341     4,394 4.47 %
Securities sold under agreements to repurchase     258,927     1,732 0.89 %     286,137     1,918 0.90 %
Federal Home Loan Bank advances     6,310,172     179,088 3.79 %     5,355,597     158,081 3.95 %
Other borrowings     1,328,586     43,958 4.42 %     792,708     27,933 4.71 %
Total borrowed funds     7,916,217     225,282 3.80 %     6,565,783     192,326 3.92 %
                 
Total interest-bearing liabilities     50,882,897     952,764 2.50 %     43,881,402     895,510 2.73 %
                 
Noninterest-Bearing Liabilities and Shareholders’ Equity:              
Demand deposits   $ 12,862,492         $ 11,145,709      
Other liabilities     1,067,798           1,041,715      
Shareholders’ equity     8,535,997           7,352,143      
                 
Total liabilities and shareholders’ equity   $ 73,349,184         $ 63,420,969      
                 
Net interest rate spread       2.95 %       2.86 %
                 
Net interest margin (GAAP)       3.49 %       3.45 %
                 
Net interest margin (FTE)3       3.53 %       3.50 %
                 
FTE adjustment     $ 23,026       $ 20,398  
                 
1Interest income is reflected on a FTE.
2Includes loans held-for-sale.                
3Represents a non-GAAP financial measure. Refer to the “Non-GAAP Measures” table for reconciliations to GAAP financial measures.    
     

                 
Asset Quality (EOP) (unaudited)
($ in thousands)
                 
  Three Months Ended   Nine Months Ended
  September 30, June 30, March 31, December 31, September 30,   September 30, September 30,
    2026     2026     2026     2025     2025       2026     2025  
Allowance for credit losses:                
Beginning allowance for credit losses on loans $ 580,511   $ 574,358   $ 569,520   $ 572,178   $ 565,109     $ 569,520   $ 392,522  
Allowance established for acquired PCD loans   —     —     —     —     13,104       —     103,546  
Provision for credit losses on loans   33,237     38,400     36,854     29,450     24,003       108,491     154,292  
Gross charge-offs   (48,275 )   (41,540 )   (37,307 )   (35,131 )   (35,402 )     (127,122 )   (89,896 )
Gross recoveries   14,185     9,293     5,291     3,023     5,364       28,769     11,714  
NCOs   (34,090 )   (32,247 )   (32,016 )   (32,108 )   (30,038 )     (98,353 )   (78,182 )
Ending allowance for credit losses on loans $ 579,658   $ 580,511   $ 574,358   $ 569,520   $ 572,178     $ 579,658   $ 572,178  
Beginning allowance for credit losses on unfunded commitments $ 31,531   $ 33,725   $ 35,633   $ 32,338   $ 29,603     $ 35,633   $ 21,654  
Provision (release) for credit losses on unfunded commitments   343     (2,194 )   (1,908 )   3,295     2,735       (3,759 )   10,684  
Ending allowance for credit losses on unfunded commitments $ 31,874   $ 31,531   $ 33,725   $ 35,633   $ 32,338     $ 31,874   $ 32,338  
Allowance for credit losses $ 611,532   $ 612,042   $ 608,083   $ 605,153   $ 604,516     $ 611,532   $ 604,516  
Provision for credit losses on loans $ 33,237   $ 38,400   $ 36,854   $ 29,450   $ 24,003     $ 108,491   $ 154,292  
Provision (release) for credit losses on unfunded commitments   343     (2,194 )   (1,908 )   3,295     2,735       (3,759 )   10,684  
Provision for credit losses $ 33,580   $ 36,206   $ 34,946   $ 32,745   $ 26,738     $ 104,732   $ 164,976  
NCOs / average loans1   0.27 %   0.26 %   0.26 %   0.27 %   0.25 %     0.26 %   0.24 %
Average loans1 $ 51,040,909   $ 50,062,552   $ 49,157,096   $ 48,199,086   $ 48,153,186     $ 50,093,753   $ 42,881,049  
EOP loans1   51,148,063     50,772,584     49,731,844     48,764,162     47,967,915       51,148,063     47,967,915  
ACL on loans / EOP loans1   1.13 %   1.14 %   1.15 %   1.17 %   1.19 %     1.13 %   1.19 %
ACL / EOP loans1   1.20 %   1.21 %   1.22 %   1.24 %   1.26 %     1.20 %   1.26 %
Underperforming Assets:                
Loans 90 days and over (still accruing) $ 4,079   $ 6,832   $ 4,407   $ 2,691   $ 1,525     $ 4,079   $ 1,525  
Nonaccrual loans   470,196     461,702     511,959     521,245     590,820       470,196     590,820  
Foreclosed assets   2,885     3,374     5,786     6,235     6,325       2,885     6,325  
Total underperforming assets $ 477,160   $ 471,908   $ 522,152   $ 530,171   $ 598,670     $ 477,160   $ 598,670  
Classified and Criticized Assets:                
Nonaccrual loans $ 470,196   $ 461,702   $ 511,959   $ 521,245   $ 590,820     $ 470,196   $ 590,820  
Substandard loans (still accruing)   1,737,688     1,918,721     1,881,374     1,759,221     1,881,294       1,737,688     1,881,294  
Loans 90 days and over (still accruing)   4,079     6,832     4,407     2,691     1,525       4,079     1,525  
Total classified loans – “problem loans”   2,211,963     2,387,255     2,397,740     2,283,157     2,473,639       2,211,963     2,473,639  
Other classified assets   6,861     7,960     20,620     20,616     35,373       6,861     35,373  
Special Mention   608,806     705,154     804,028     805,901     893,109       608,806     893,109  
Total classified and criticized assets $ 2,827,630   $ 3,100,369   $ 3,222,388   $ 3,109,674   $ 3,402,121     $ 2,827,630   $ 3,402,121  
Loans 30-89 days past due (still accruing) $ 126,202   $ 140,428   $ 114,038   $ 105,632   $ 83,030     $ 126,202   $ 83,030  
Nonaccrual loans / EOP loans1   0.92 %   0.91 %   1.03 %   1.07 %   1.23 %     0.92 %   1.23 %
ACL / nonaccrual loans   130 %   133 %   119 %   116 %   102 %     130 %   102 %
Under-performing assets/EOP loans1   0.93 %   0.93 %   1.05 %   1.09 %   1.25 %     0.93 %   1.25 %
Under-performing assets/EOP assets   0.64 %   0.64 %   0.72 %   0.73 %   0.84 %     0.64 %   0.84 %
30+ day delinquencies/EOP loans1   0.25 %   0.29 %   0.24 %   0.22 %   0.18 %     0.25 %   0.18 %
                 
1Excludes loans held-for-sale.            
                 

               

                 
Non-GAAP Measures (unaudited)
($ and shares in thousands, except per share data)
                 
  Three Months Ended   Nine Months Ended
  September 30, June 30, March 31, December 31, September 30,   September 30, September 30,
    2026     2026     2026     2025     2025       2026     2025  
Earnings Per Share:                
Net income applicable to common shares $ 249,960   $ 249,381   $ 229,638   $ 212,589   $ 178,533     $ 728,979   $ 440,533  
Adjustments:                
Pension plan loss (gain)   (893 )   (13,240 )   —     15,878     —       (14,133 )   (21,001 )
Tax effect1   160     2,890     —     (3,814 )   —       3,050     5,778  
Pension plan loss (gain), net   (733 )   (10,350 )   —     12,064     —       (11,083 )   (15,223 )
Merger-related charges   689     12,109     7,323     24,547     69,274       20,121     116,336  
Tax effect1   (199 )   (792 )   (1,810 )   (5,896 )   (16,494 )     (2,801 )   (28,921 )
Merger-related charges, net   490     11,317     5,513     18,651     52,780       17,320     87,415  
Debt securities (gains) losses   (5 )   34     (75 )   (73 )   (7 )     (46 )   110  
Tax effect1   1     (7 )   19     18     2       12     (24 )
Debt securities (gains) losses, net   (4 )   27     (56 )   (55 )   (5 )     (34 )   86  
Distribution of excess pension assets   —     —     3,394     —     —       3,394     —  
Tax effect1   —     —     (839 )   —     —       (839 )   —  
Distribution of excess pension assets, net   —     —     2,555     —     —       2,555     —  
FDIC special assessment   —     —     —     (2,994 )   —       —     —  
Tax effect1   —     —     —     719     —       —     —  
FDIC special assessment, net   —     —     —     (2,275 )   —       —     —  
CECL Day 1 non-PCD provision expense   —     —     —     —     —       —     75,604  
Tax effect1   —     —     —     —     —       —     (20,802 )
CECL Day 1 non-PCD provision expense, net   —     —     —     —     —       —     54,802  
Total adjustments, net   (247 )   994     8,012     28,385     52,775       8,758     127,080  
Net income applicable to common shares, adjusted $ 249,713   $ 250,375   $ 237,650   $ 240,974   $ 231,308     $ 737,737   $ 567,613  
Weighted average diluted common shares outstanding   380,900     383,273     388,054     389,550     390,496       384,156     357,278  
EPS, diluted $ 0.66   $ 0.65   $ 0.59   $ 0.55   $ 0.46     $ 1.90   $ 1.23  
Adjusted EPS, diluted $ 0.66   $ 0.65   $ 0.61   $ 0.62   $ 0.59     $ 1.92   $ 1.59  
NIM:                
Net interest income $ 584,287   $ 578,988   $ 572,573   $ 580,832   $ 574,609     $ 1,735,848   $ 1,477,042  
Add: FTE adjustment2   7,667     7,510     7,849     8,013     7,975       23,026     20,398  
Net interest income (FTE) $ 591,954   $ 586,498   $ 580,422   $ 588,845   $ 582,584     $ 1,758,874   $ 1,497,440  
Average earning assets $ 67,301,047   $ 66,341,949   $ 65,433,548   $ 64,456,815   $ 64,032,811     $ 66,365,689   $ 57,115,572  
NIM (GAAP)   3.47 %   3.49 %   3.50 %   3.60 %   3.59 %     3.49 %   3.45 %
NIM (FTE)   3.52 %   3.54 %   3.55 %   3.65 %   3.64 %     3.53 %   3.50 %
                 
Refer to last page of Non-GAAP reconciliations for footnotes.            
                 

                 
Non-GAAP Measures (unaudited)
($ in thousands)
                 
  Three Months Ended   Nine Months Ended
  September 30, June 30, March 31, December 31, September 30,   September 30, September 30,
    2026     2026     2026     2025     2025       2026     2025  
PPNR:                
Net interest income (FTE)2 $ 591,954   $ 586,498   $ 580,422   $ 588,845   $ 582,584     $ 1,758,874   $ 1,497,440  
Add: Noninterest income   128,446     153,564     122,346     109,759     130,461       404,356     356,772  
Total revenue (FTE)   720,400     740,062     702,768     698,604     713,045       2,163,230     1,854,212  
Less: Noninterest expense   (355,380 )   (372,161 )   (364,704 )   (386,320 )   (445,734 )     (1,092,245 )   (1,098,971 )
PPNR $ 365,020   $ 367,901   $ 338,064   $ 312,284   $ 267,311     $ 1,070,985   $ 755,241  
Adjustments:                
Pension plan loss (gain) $ (893 ) $ (13,240 ) $ —   $ 15,878   $ —     $ (14,133 ) $ (21,001 )
Debt securities (gains) losses   (5 )   34     (75 )   (73 )   (7 )     (46 )   110  
Noninterest income adjustments   (898 )   (13,206 )   (75 )   15,805     (7 )     (14,179 )   (20,891 )
Adjusted noninterest income   127,548     140,358     122,271     125,564     130,454       390,177     335,881  
Adjusted revenue $ 719,502   $ 726,856   $ 702,693   $ 714,409   $ 713,038     $ 2,149,051   $ 1,833,321  
Adjustments:                
Merger-related charges $ 689   $ 12,109   $ 7,323   $ 24,547   $ 69,274     $ 20,121   $ 116,336  
FDIC Special Assessment   —     —     —     (2,994 )   —       —     —  
Distribution of excess pension assets   —     —     3,394     —     —       3,394     —  
Noninterest expense adjustments   689     12,109     10,717     21,553     69,274       23,515     116,336  
Adjusted total noninterest expense   (354,691 )   (360,052 )   (353,987 )   (364,767 )   (376,460 )     (1,068,730 )   (982,635 )
Adjusted PPNR $ 364,811   $ 366,804   $ 348,706   $ 349,642   $ 336,578     $ 1,080,321   $ 850,686  
Efficiency Ratio:                
Noninterest expense $ 355,380   $ 372,161   $ 364,704   $ 386,320   $ 445,734     $ 1,092,245   $ 1,098,971  
Less: Amortization of intangibles   (23,331 )   (23,992 )   (25,623 )   (26,016 )   (26,184 )     (72,946 )   (52,644 )
Noninterest expense, excl. amortization of intangibles   332,049     348,169     339,081     360,304     419,550       1,019,299     1,046,327  
Less: Amortization of tax credit investments   (8,131 )   (7,807 )   (7,111 )   (9,822 )   (7,057 )     (23,049 )   (16,296 )
Less: Noninterest expense adjustments   (689 )   (12,109 )   (10,717 )   (21,553 )   (69,274 )     (23,515 )   (116,336 )
Adjusted noninterest expense, excluding amortization $ 323,229   $ 328,253   $ 321,253   $ 328,929   $ 343,219     $ 972,735   $ 913,695  
Total revenue (FTE)2 $ 720,400   $ 740,062   $ 702,768   $ 698,604   $ 713,045     $ 2,163,230   $ 1,854,212  
Less: Debt securities (gains) losses   (5 )   34     (75 )   (73 )   (7 )     (46 )   110  
Less: Pension plan loss (gain)   (893 )   (13,240 )   —     15,878     —       (14,133 )   (21,001 )
Total adjusted revenue $ 719,502   $ 726,856   $ 702,693   $ 714,409   $ 713,038     $ 2,149,051   $ 1,833,321  
Efficiency Ratio   46.1 %   47.0 %   48.3 %   51.6 %   58.8 %     47.1 %   56.4 %
Adjusted Efficiency Ratio   44.9 %   45.2 %   45.7 %   46.0 %   48.1 %     45.3 %   49.8 %
                 
Refer to last page of Non-GAAP reconciliations for footnotes.            
             

                 
Non-GAAP Measures (unaudited)
($ in thousands)
                 
  Three Months Ended   Nine Months Ended
  September 30, June 30, March 31, December 31, September 30,   September 30, September 30,
    2026     2026     2026     2025     2025       2026     2025  
ROAE and ROATCE:                
Net income applicable to common shares $ 249,960   $ 249,381   $ 229,638   $ 212,589   $ 178,533     $ 728,979   $ 440,533  
Amortization of intangibles   23,331     23,992     25,623     26,016     26,184       72,946     52,644  
Tax effect1   (5,833 )   (5,998 )   (6,406 )   (6,504 )   (6,546 )     (18,237 )   (13,161 )
Amortization of intangibles, net   17,498     17,994     19,217     19,512     19,638       54,709     39,483  
Net income applicable to common shares, excluding intangibles amortization   267,458     267,375     248,855     232,101     198,171       783,688     480,016  
Total adjustments, net (see pg.12)   (247 )   994     8,012     28,385     52,775       8,758     127,080  
Adjusted net income applicable to common shares, excluding intangibles amortization $ 267,211   $ 268,369   $ 256,867   $ 260,486   $ 250,946     $ 792,446   $ 607,096  
Average shareholders’ equity $ 8,555,444   $ 8,508,205   $ 8,544,220   $ 8,391,067   $ 8,168,575     $ 8,535,997   $ 7,352,143  
Less: Average preferred equity   (243,719 )   (243,719 )   (243,719 )   (243,719 )   (243,719 )     (243,719 )   (243,719 )
Average shareholders’ common equity $ 8,311,725   $ 8,264,486   $ 8,300,501   $ 8,147,348   $ 7,924,856     $ 8,292,278   $ 7,108,424  
Average goodwill and other intangible assets   (2,850,422 )   (2,873,898 )   (2,894,824 )   (2,919,924 )   (2,931,319 )     (2,872,886 )   (2,633,858 )
Average tangible shareholder’s common equity $ 5,461,303   $ 5,390,588   $ 5,405,677   $ 5,227,424   $ 4,993,537     $ 5,419,392   $ 4,474,566  
ROAE   12.0 %   12.1 %   11.1 %   10.4 %   9.0 %     11.7 %   8.3 %
ROAE, adjusted   12.0 %   12.1 %   11.5 %   11.8 %   11.7 %     11.9 %   10.6 %
ROATCE   19.6 %   19.8 %   18.4 %   17.8 %   15.9 %     19.3 %   14.3 %
ROATCE, adjusted   19.6 %   19.9 %   19.0 %   19.9 %   20.1 %     19.5 %   18.1 %
                 
Refer to last page of Non-GAAP reconciliations for footnotes.            
             

           
Non-GAAP Measures (unaudited)
($ in thousands)
           
  As of
  September 30, June 30, March 31, December 31, September 30,
    2026     2026     2026     2025     2025  
Tangible Common Equity:          
Shareholders’ equity $ 8,295,211   $ 8,583,843   $ 8,510,653   $ 8,494,788   $ 8,309,271  
Less: Preferred equity   (243,719 )   (243,719 )   (243,719 )   (243,719 )   (243,719 )
Shareholders’ common equity $ 8,051,492   $ 8,340,124   $ 8,266,934   $ 8,251,069   $ 8,065,552  
Less: Goodwill and other intangible assets   (2,839,096 )   (2,862,427 )   (2,886,419 )   (2,907,986 )   (2,926,960 )
Tangible shareholders’ common equity $ 5,212,396   $ 5,477,697   $ 5,380,515   $ 5,343,083   $ 5,138,592  
           
Total assets $ 74,423,980   $ 74,189,417   $ 73,002,651   $ 72,151,967   $ 71,210,162  
Less: Goodwill and other intangible assets   (2,839,096 )   (2,862,427 )   (2,886,419 )   (2,907,986 )   (2,926,960 )
Tangible assets $ 71,584,884   $ 71,326,990   $ 70,116,232   $ 69,243,981   $ 68,283,202  
           
Risk-weighted assets3 $ 56,350,807   $ 55,349,162   $ 54,283,745   $ 53,617,620   $ 52,515,468  
           
Tangible common equity to tangible assets   7.28 %   7.68 %   7.67 %   7.72 %   7.53 %
Tangible common equity to risk-weighted assets3   9.25 %   9.90 %   9.91 %   9.97 %   9.78 %
Tangible Common Book Value:          
Common shares outstanding   378,639     382,537     386,315     389,662     390,768  
Tangible common book value $ 13.77   $ 14.32   $ 13.93   $ 13.71   $ 13.15  
           
1Tax-effect calculations use management’s estimate of the full year FTE tax rates (federal + state).
2Calculated using the federal statutory tax rate in effect of 21% for all periods.
3September 30, 2026 figures are preliminary.
 

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