Tag: GlobeNewswire

HDDH062 intersects 25m at 1.6 g/t AuEq from 120.3m, including 3.5m metres at 5.5 g/t AuEq; additional mineralization identified over 200 metres to the west

TORONTO, Nov. 02, 2026 (GLOBE NEWSWIRE) — Fredonia Mining Inc. (TSXV: FRED; OTC: FREDF) (“Fredonia” or the “Company”) is pleased to announce new drilling results from its ongoing drilling programme at Herradura Hill at its flagship El Dorado–Monserrat (“EDM”) Gold-Silver Project in Santa Cruz, Argentina.

The results highlight the potential to extend mineralization at depth and to the west of the current pit design, confirming the assessed resource model and reinforcing the geological interpretation of the existing deposit.

Key Highlights

HDDH062 – Broad Mineralization at the Western Pit Boundary

• 25m meters at 1.6 g/t AuEq from 120.3m, including 3.5 meters at 5.5 g/t AuEq
• Plus 35m at 0.8 g/t AuEq from 153.5m

Located at the western edge of the current pit design, HDDH062 highlights potential for mineralization to extend at depth, providing a target for follow-up drilling.

HDDH061 – Mineralization Beyond the Current Pit Footprint

10m at 0.75 g/t AuEq from 51m, including 1.5m at 3.3 g/t AuEq. Drilled more than 200 meters west of HDDH062, HDDH061 indicates additional gold-silver mineralization outside current pit design. Continuity with the known deposit remains to be established.

HDDH063 – Reinforcing the Existing Deposit

5m at 1.46 g/t AuEq from 97m, including 1.4m at 4.7 g/t AuEq; and 7.7 meters at 0.98 g/t AuEq, including 1.0 meter at 3.76 g/t AuEq. Located in the central-eastern portion of the pit, HDDH063 provides additional confirmation for the resources estimate within current block model.

Note on gold equivalent calculation: AuEq (g/t) = Au (g/t) + Ag (g/t) × 0.016471, based on US$4,000/oz gold, US$70/oz silver and assumed recoveries of 85% Au and 80% Ag, supported by initial bottle-roll testwork, benchmarking and expert judgment.

Building on a Strong Foundation

These results follow the previously announced 70.75-metre mineralized intercept in HDDH051 and Fredonia’s recently completed preliminary economic assessment (“PEA”), which outlined a 10Mtpa ROM operation producing 146koz/year average for the 17 year mine life, resulting in an NPV10 at US$1.5b and an IRR of 65%. Drilling continues after a short winter break, with a programme to complete 10,000m in Herradura and Main Veins.

The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the results of the PEA will be realized. The PEA results are based on the mineral resource estimate and assumptions described in the Company’s technical report entitled “NI 43-101 Technical Report – Preliminary Economic Assessment, El Dorado – Monserrat Gold- Silver Project” (the “Technical Report”), bearing an effective date of August 17, 2026 and which was filed on the Company’s profile on SEDAR+ on October 7, 2026. The Technical Report was prepared by Messrs. Sergio Alvarado Casas, R.M. (Geology) of the Comisión Calificadora de Competencias en Recursos y Reservas Mineras de Chile (“CMC”) (#004), Ricardo Muñoz González, R.M. (Mining) of the CMC (#005) and MAusIMM (Registration No. 312,131), and Carlos Puga Gómez, R.M. (Mining) of the CMC (#180). The newly reported drill results, which were completed after the effective date of the PEA, are not included in a mineral resource estimate or economic assessment for the EDM project.

Management Commentary

Estanislao Auriemma, President and CEO, commented:

“Herradura Hill continues to demonstrate significant exploration potential beyond the mineralization currently defined. HDDH062 is particularly encouraging, with two broad mineralized zones at the western edge of the pit, highlighting the potential for additional mineralization at depth. More than 200 metres farther west, HDDH061 has identified another mineralized area entirely outside the current pit design. Together with HDDH063, these results strengthen our geological understanding of Herradura Hill and provide compelling targets for further exploration. With a strong PEA now in place, our focus is on advancing EDM toward development while continuing to unlock the exploration potential of this extensive gold-silver system.”

Next Steps

Fredonia plans to integrate the results into its block model and continue follow-up drilling targeting depth extensions in both Herradura Hill and Main Veins in support of the Pre-Feasibility Study to be completed in 2027.

Figure 1 – Herradura Hill: New Drilling and Expansion Potential

Figure 1 is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/0f084299-1c75-418b-ae5c-2caab0028878

Hole ID	East Coord.	North Coord.	Elevation (m.a.s.l)	True Az	Dip	EOH (m)
HDDH061	2531595	4632868	165	31,61	50	140
HDDH062	2531870	4632820	185	17,91	45	245
HDDH063	2532364	4632755	213	15,75	60	335

Drillhole collars are presented in Gauss Krüger F2- Campo Inchauspe (Garmin Etrex10).

Table 1 – Significant Drill Intercepts

Hole	From (m)	Length (m)*	Au (g/t)	Ag (g/t)	AuEq (g/t)**
HDDH062	120.3	24.7	1.3	15	1.6
incl.		3.5	5.1	26	5.5
+	153.50	35.0	0.55	16	0.8
HDDH061	51.0	10.0	0.6	7	0.75
incl.		1.5	3.1	9	3.3
+	118.0	4.0	0.44	1	0.41
+	136.0	4.0	0.44	10	0.6
HDDH063	44.0	3.0	0.56	13	0.77
+	97.0	5.0	1.4	4	1.46
incl.		1.4	4.5	10	4.7
+	107.40	7.70	0.86	7	0.99

(*) Reported interval length are down hole widths and not true widths.

(**) Gold Equivalent: AuEq (g/t) = Au (g/t) + Ag (g/t) × 0.016471, based on US$4,000/oz gold, US$70/oz silver and assumed recoveries of 85% Au and 80% Ag. The Company’s July 14, 2026 HDDH051 release used a different methodology; its 70.75-metre interval would grade approximately 1.33 g/t AuEq on this basis.

The two principal HDDH062 intervals are separated by 8.5 metres of lower-grade material.

Drill core samples were collected from HQ3-diameter diamond drill core, which was longitudinally split, with one half submitted for laboratory analysis and the remaining half retained for reference. Samples were submitted to Alex Stewart International’s certified laboratory in Mendoza, Argentina, for gold analysis using the fire assay method and ICP (39 elements).

Figure of Cross section – HDDH061 is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/16583fad-b3de-4328-97a0-9b6b4b708060

SSW–NNE geological cross-section showing drill holes HDDH061 and HDDH014, AuEq assay intervals, and the interpreted mineralized zone showing possible extension in all directions.

Figure of Cross section – HDDH062 is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/f50010f9-65fe-4532-8f14-ce71b6ddfbc8

SSW–NNE geological cross-section showing location drill hole HDDH062, AuEq assay intervals, and the interpreted mineralized zone showing possible extension in all directions. Section showing open-pit design outlined in the Preliminary Economic Assessment (PEA) (black line). Composites use a 0.20 g/t AuEq cut-off, up to 3 metres of consecutive internal dilution and a minimum length of 2 metres. High-grade sub-intervals use a 1.0 g/t AuEq cut-off. No top cut was applied. Final compositing parameters and assays are subject to QP verification.

Figure of Cross section – HDDH063 is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/e8add3c8-6c99-40f4-ab45-20372a8ab644

SSW–NNE geological cross-section showing location drill hole HDDH063, AuEq assay intervals, and the interpreted mineralized zone showing possible extension in all directions. Section showing open-pit design outlined in the Preliminary Economic Assessment (PEA) (black line). Composites use a 0.20 g/t AuEq cut-off, up to 3 metres of consecutive internal dilution and a minimum length of 2 metres. High-grade sub-intervals use a 1.0 g/t AuEq cut-off. No top cut was applied. Final compositing parameters and assays are subject to QP verification.

Technical and Corporate Disclosure

About Fredonia

Fredonia holds gold and silver license areas totaling approximately 64,000 ha. in the prolific Deseado Massif geological region in the Province of Santa Cruz, Argentina, including its flagship advanced EDM project (approx. 33,500 ha.) located close to AngloGold Ashanti’s approximately 200,000 oz./yr Au-Ag Cerro Vanguardia mine, the El Aguila project (approx. 9,100 ha.), and the Hornía project (approx. 21 500 ha).

For further information: Please visit the Company’s website at www.fredoniamanagement.com or contact: Estanislao Auriemma, Chief Executive Officer, Direct +54 91 149 980 623, Email: estanislao.auriemma@gmail.com.

Qualified Person

The scientific and technical information contained in this press release has been reviewed and approved by Mario Alfaro and Sergio Alvarado, both of whom are “Qualified Persons” as defined under NI 43-101. Messrs. Alfaro and Alvarado are independent of the company.

The Qualified Persons named above have reviewed and verified the sampling, analytical, and test data underlying the technical information disclosed in this news release. Data verification included a review of the original laboratory assay certificates, site visits and visual inspection of the drill cores.

Forward-Looking Information

This news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates, projections and interpretations as at the date of this news release. The information in this news release about the prospectivity of the EDM Project (including Herradura Hill) for mineralization, including based on proximity to existing known systems in the Deseado Massif, recovery assumptions, the results of the PEA, the Company’s financial resources and ability to execute its plans, the impact of involvement of experienced strategic advisors on the Company’s operations, planned drilling and district consolidation programs, and any other information herein that is not a historical fact, may be “forward-looking information”. Any statement that involves discussions with respect to predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “interpreted”, “management’s view”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time such assumptions and estimates were made, and involves known and unknown risks, uncertainties or other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, the actual results of drilling, and of engineering and metallurgical tests conducted in the course of the Company’s activities, unforeseen expenditures and the ability to finance operations, volatility in the trading price of the Common Shares, risks relating to the ability of the Company to obtain required approvals, the global economic climate, new and ongoing wars, and metal prices. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the Company cannot guarantee shareholders and prospective purchasers of securities of the Company that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither Company nor any other person assumes responsibility for the accuracy and completeness of any such forward looking information. The Company does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law. Accordingly, readers should not place undue reliance on forward-looking statements and information.

For further information: Please visit the Company’s website at www.fredoniamanagement.com or contact: Estanislao Auriemma, Chief Executive Officer, Direct +54 91 149 980 623, Email: estanislao.auriemma@gmail.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

TORONTO, Nov. 02, 2026 (GLOBE NEWSWIRE) — Spectral Medical Inc. (“Spectral” or the “Company”) (TSX: EDT), a Phase 3 company seeking U.S. FDA approval for its unique product for the treatment of patients with septic shock, Toraymyxin™ (“PMX”), is pleased to announce the closing of the first tranche of a $14.0 million private placement offering (the “Offering”) of convertible unsecured notes (the “2026 Notes”) due on November 1, 2031 (the “Maturity Date”), and the conversion of an aggregate of US$4.5 million (approximately $6.3 million) of maturing convertible notes, and the repayment of an additional US$4.5 million (approximately $6.3 million) of maturing convertible notes. All dollar amounts in this news release are in Canadian dollars unless otherwise stated.

Conversion and Repayment of 2022 Notes and 2023 Notes

Prior to the closing of the Offering, the Company had outstanding US$5.0 million aggregate principal amount of 7.00% convertible senior notes issued on November 2, 2022 (the “2022 Notes”) and US$4.0 million aggregate principal amount of 9.00% convertible senior notes issued on September 7, 2023 (the “2023 Notes”), all of which matured on November 1, 2026.

The holder of US$2.5 million aggregate principal amount of the 2022 Notes and US$2.0 million aggregate principal amount of the 2023 Notes converted those notes in accordance with their terms into an aggregate of 13,870,397 common shares of the Company (the “Common Shares”).

The remaining US$2.5 million aggregate principal amount of the 2022 Notes and US$2.0 million aggregate principal amount of the 2023 Notes, held by Vantive US Healthcare LLC, were not converted and will be repaid by the Company today, together with accrued and unpaid interest thereon, for an aggregate principal amount of US$4.5 million (approximately $6.3 million).

2026 Notes Offering

On October 30, 2026, Spectral issued $7.7 million aggregate principal amount of 2026 Notes in the first tranche of the Offering and expects to issue an additional $6.3 million aggregate principal amount of 2026 Notes in a second tranche to be completed on or about November 6, 2026, subject to customary closing conditions.

Holders may convert all or any portion of their 2026 Notes at any time prior to the Maturity Date into units of the Company (the “Units”) at a conversion price of $1.00 per Unit (the “Conversion Price”), subject to customary anti-dilution adjustments. Each Unit consists of one Common Share and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to acquire one Common Share at an exercise price of $1.10 until the Maturity Date.

The 2026 Notes bear interest at the Canadian Overnight Repo Rate Average plus 800 basis points per annum, accruing from the date of issue and payable semi-annually. On each interest payment date, the Company may elect, in its sole discretion, to pay the interest then due in cash or in kind. Interest paid in kind (“PIK Interest”) will be added to the outstanding principal amount of the 2026 Notes, will bear interest at the same rate and will be convertible into Units at the Conversion Price on the same terms as the 2026 Notes, provided that the Conversion Price is not then lower than the minimum price permitted by the Toronto Stock Exchange (the “TSX”). If it is, the interest then due will instead be satisfied by the issuance of units of the Company (“PIK Units”) at a price per PIK Unit equal to the volume weighted average trading price of the Common Shares on the TSX for the five trading days immediately preceding the applicable interest payment date (the “Market Price”) less a 10% discount. Each PIK Unit shall be comprised of one Common Share and one-half of one common share purchase warrant of the Company, with each whole warrant comprised in the PIK Units exercisable at the Market Price until the Maturity Date. Each issuance of PIK Units is subject to the prior acceptance of the TSX. The maximum aggregate principal amount of 2026 Notes and PIK Units outstanding (including PIK Interest) at the Maturity Date is capped at $28,000,000.

The Company intends to use the net proceeds from the Offering to repay the US$4.5 million (approximately $6.3 million) principal amount of the 2022 Notes and 2023 Notes that were not converted, together with accrued interest, and for general corporate and working capital purposes.

Paradigm Capital Inc. (the “Advisor”) acted as financial advisor to the Company on the Offering and received on the closing of the first tranche a cash commission of $192,500, $192,500 principal amount of 2026 Notes and 385,000 compensation options (the “Compensation Options”), each exercisable for one Common Share at the Conversion Price until the Maturity Date, and will receive similar compensation on the closing of the second tranche. The 2026 Notes issued in the first tranche were purchased by Pinnacle Island II LP (“Pinnacle II”) and the Advisor. The general partner of Pinnacle II is 1000318530 Ontario Inc., a subsidiary of Paradigm Capital Partners Limited, which is an influential securityholder of the Advisor and a limited partner of Pinnacle II. Pinnacle Island LP, an affiliate of Pinnacle II, was the holder of the 2022 Notes and 2023 Notes converted as described above. For so long as any 2026 Notes remain outstanding, Pinnacle II will be entitled to designate a non-voting observer to attend meetings of the Company’s board of directors. The 2026 Notes, including any securities issuable thereunder, and the Compensation Options contain limitations on conversion and exercise required by the TSX that apply to any holder which, together with its affiliates and joint actors, would own more than 9.99% of the outstanding Common Shares and, in the case of Pinnacle II, the Advisor and their affiliates, more than 19.99% of the outstanding Common Shares.

About Spectral

Spectral is a Phase 3 company seeking U.S. FDA approval for its unique product for the treatment of patients with septic shock, Toraymyxin™ (“PMX”). PMX is a therapeutic hemoperfusion device that removes endotoxin, which can cause sepsis, from the bloodstream and is guided by the Company’s FDA-cleared Endotoxin Activity Assay (EAA™), the only FDA-cleared test for endotoxin in blood.

PMX is approved for therapeutic use in Japan and Europe, licensed by Health Canada, and has been used safely and effectively with over 360,000 units sold worldwide to date. In March 2009, Spectral obtained the exclusive development and commercial rights in the U.S. for PMX, and in November 2010, signed an exclusive distribution agreement for this product in Canada. In July 2022, the U.S. FDA granted Breakthrough Device Designation for PMX for the treatment of endotoxic septic shock. Approximately 330,000 patients are diagnosed with septic shock in North America each year.

Spectral is listed on the Toronto Stock Exchange under the symbol EDT. For more information, please visit www.spectraldx.com.

Forward-Looking Information Cautionary Statement

Information in this news release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. Implicit in this information, particularly in respect of the future outlook of Spectral and anticipated events or results, are assumptions based on beliefs of Spectral’s senior management as well as information currently available to it. While these assumptions were considered reasonable by Spectral at the time of preparation, they may prove to be incorrect. Readers are cautioned that actual results are subject to a number of risks and uncertainties, including the completion of the second tranche of the Offering, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Spectral to take advantage of business opportunities in the biomedical industry, the granting of necessary approvals by regulatory authorities, the Company’s ability to satisfactorily address the items identified in FDA’s deficiency letter and the timing thereof, as well as general economic, market and business conditions, and could differ materially from what is currently expected.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

For further information, please contact:

Ali Mahdavi

Capital Markets & Investor Relations
Spinnaker Capital Markets Inc.
416-962-3300
am@spinnakercmi.com

Chris Seto

CEO
Spectral Medical Inc.
cseto@spectraldx.com

BOSTON, Nov. 02, 2026 (GLOBE NEWSWIRE) — Monte Rosa Therapeutics, Inc. (Nasdaq: GLUE), a clinical-stage biotechnology company developing novel molecular glue degrader (MGD)-based medicines, today announced that management will participate in the following investor conferences:

• Guggenheim’s 3rd Annual Healthcare Innovation Conference (Boston, MA) – fireside chat, November 9, 2026, at 8:00 a.m. ET
• UBS Global Biopharma Conference 2026 (London, UK) – fireside chat, November 16, 2026, at 12:00 p.m. GMT
• Jefferies Global Healthcare Conference in London – fireside chat, November 17, 2026, at 10:00 a.m. GMT
• Piper Sandler 38th Annual Healthcare Conference (New York, NY) – fireside chat, December 1, 2026, at 3:30 p.m. ET

Webcasts of the fireside chats will be accessible via the “Events & Presentations” section of Monte Rosa’s website at ir.monterosatx.com, and archived versions will be made available for 30 days following the presentations.

About Monte Rosa
Monte Rosa Therapeutics is a clinical-stage biotechnology company developing highly selective molecular glue degrader (MGD) medicines for patients living with serious diseases. MGDs are small molecule protein degraders that have the potential to treat many diseases that other modalities, including other degraders, cannot. Monte Rosa’s QuEEN™ (Quantitative and Engineered Elimination of Neosubstrates) discovery engine combines AI-guided chemistry, diverse chemical libraries, structural biology, and proteomics to rationally design MGDs with unprecedented selectivity. Monte Rosa has developed the industry’s leading pipeline of first-in-class and only-in-class MGDs, spanning autoimmune and inflammatory diseases, oncology, and beyond, with three programs in the clinic. Monte Rosa has ongoing collaborations with leading pharmaceutical companies in the areas of immunology, oncology and neurology. For more information, visit www.monterosatx.com.

Investors
Andrew Funderburk
ir@monterosatx.com

Media
Cory Tromblee, Scient PR
media@monterosatx.com

BOSTON and SAN DIEGO, Nov. 02, 2026 (GLOBE NEWSWIRE) — Rapport Therapeutics, Inc. (Nasdaq: RAPP) (“Rapport” or the “Company”), a clinical-stage biotechnology company dedicated to the discovery and development of small molecule precision medicines for patients with neurological or psychiatric disorders, today announced the closing of its previously announced separate underwritten public offerings of 9,761,905 shares of its common stock, which includes the exercise in full of the underwriters’ option to purchase up to 1,428,571 additional shares of its common stock, at a public offering price of $21.00 per share (the “Offering Price”) and, in lieu of common stock to investors that so choose, pre-funded warrants to purchase up to 1,190,476 shares of its common stock at an offering price of $20.999 per pre-funded warrant, which represents the per share Offering Price less the $0.001 per share exercise price for each pre-funded warrant (the “common stock offering”) and $172.5 million aggregate principal amount of 2.25% convertible senior notes due 2032 (the “notes”), which includes the exercise in full of the underwriters’ over-allotment option to purchase up to an additional $22.5 million aggregate principal amount of notes (the “notes offering” and together with the common stock offering, the “underwritten offerings”). Concurrently with the underwritten offerings, Rapport entered into a securities purchase agreement with a certain investor (the “Investor”), in a separately negotiated transaction (the “concurrent private placement” and together with the underwritten offerings, the “offerings”) pursuant to which Rapport sold to the Investor 1,428,571 shares of Rapport’s common stock, at the Offering Price. The sale of shares to the Investor in the concurrent private placement were not registered as part of the common stock offering.

The aggregate net proceeds to Rapport from the offerings, after deducting the underwriting discounts and commissions and estimated offering expenses with respect to the underwritten offerings, and placement agent fees and estimated expenses with respect to the concurrent private placement, are approximately $410.7 million, including the underwriters’ exercise of their option to purchase additional shares in full and their over-allotment option to purchase additional notes in full. All of the securities in the offerings were sold by Rapport.

Morgan Stanley, Leerink Partners and Evercore ISI acted as joint book-running managers for the underwritten offerings and as placement agents for the concurrent private placement. BTIG and Citizens Capital Markets acted as joint book-running managers in the common stock offering.

Rapport currently intends to use the net proceeds from the offerings primarily to fund its ongoing and planned clinical trials advancing RAP-219, for other research and development, and for working capital and general corporate purposes. Rapport also may use a portion of the remaining net proceeds to in-license, acquire or invest in complementary businesses, technologies, products or assets. However, Rapport currently has no agreements or commitments to complete any such transaction. Rapport believes that the net proceeds from the offerings, together with its existing cash, cash equivalents and short-term investments, will enable it to fund its operations through the end of 2029. Rapport has based this estimate on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects.

The notes are general unsecured obligations of Rapport, will accrue interest at a rate of 2.25% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2027, and will mature on December 1, 2032, unless earlier converted, redeemed or repurchased. Noteholders may convert all or any portion of their notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Rapport has elected to irrevocably fix the settlement method to physical settlement in the indenture governing the notes. As a result, Rapport will satisfy any conversion obligation by delivering shares of its common stock, together with cash in lieu of fractional shares, if applicable. The conversion rate for the notes will initially be 37.3483 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $26.7750 per share of common stock). The initial conversion price represents a premium of approximately 27.50% over the Offering Price per share of common stock in the common stock offering. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest.

Rapport may redeem for cash all or any portion of the notes (subject to certain limitations), at Rapport’s option, on a redemption date on or after the later of (x) December 6, 2030, and (y) 60 days following (A) the reported topline data results, including the primary endpoint(s), following completion of prespecified analyses of the primary endpoint(s) under the respective protocols and statistical analysis plans of the FOCUS 1 and FOCUS 2 clinical trials of RAP-219 in drug resistant focal onset seizures as well as the two planned pivotal trials of RAP-219 in acute bipolar mania, or (B) in the event one or more of these trials is terminated, the reported results of the remaining trials, if any, that are completed, in each case, if the last reported sale price per share of Rapport’s common stock has been at least 130% of the conversion price then in effect for a specified period of time, and subject to a beneficial ownership limitation set forth in the indenture. The redemption price will be 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the relevant redemption date.

If Rapport undergoes certain corporate events that constitute a “fundamental change,” then, subject to certain conditions and limited exceptions, noteholders may require Rapport to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The securities in the underwritten offerings were offered by Rapport pursuant to an automatically effective shelf registration statement that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2026 (File No. 333-294170). Each of the final prospectus supplements and accompanying prospectuses relating to and describing the terms of the underwritten offerings was filed with the SEC and may be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com; or by accessing the SEC’s website at www.sec.gov.

The offer and sale of the shares in the concurrent private placement was made in a transaction not involving a public offering, and such shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or applicable state securities laws, and are being offered and sold in reliance on Section 4(a)(2) of the Securities Act. The shares in the concurrent private placement may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws. Rapport has agreed to file a registration statement with the SEC registering the resale of the shares to be sold in the concurrent private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares to be sold in the concurrent private placement, nor shall there be any sale of such shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Rapport Therapeutics
Rapport Therapeutics is a clinical-stage biotechnology company dedicated to discovering and developing small molecule precision medicines for patients with neurological and psychiatric disorders. The Company’s founders made pioneering discoveries related to the function of receptor associated proteins (“RAPs”) in the brain, which form the basis of Rapport’s RAP technology platform. The platform enables a differentiated approach to generate precision small molecule product candidates with the potential to overcome many limitations of conventional neurology drug discovery. Rapport’s precision neuroscience pipeline includes the Company’s lead investigational drug, RAP-219, which is designed to achieve neuroanatomical specificity through selective targeting of a RAP expressed only in discrete regions of the brain. The pipeline is anchored by the Company’s epilepsy portfolio, including FOS and primary generalized tonic-clonic seizures, as well as bipolar mania. The Company is also advancing additional discovery and preclinical programs leveraging its platform, including in chronic pain and migraine and in hearing and vestibular disorders.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, but are not limited to, express or implied statements regarding uncertainties related to the expected amount of net proceeds, the use of proceeds of the offerings and cash runway.

Forward looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect Rapport’s business, operating results, financial condition and stock value. Factors that could cause actual results to differ materially from those currently anticipated include the risks described in “Risk Factors” in the Company’s Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the SEC and any subsequent filings with the SEC, including those contained or incorporated by reference in each final prospectus supplement and accompanying prospectus related to the underwritten offerings filed with the SEC. Any forward-looking statements represent Rapport’s views only as of today and should not be relied upon as representing its views as of any subsequent date. Rapport expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law, and claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

CONTACT: Contact
Julie DiCarlo
Head of Communications & IR
Rapport Therapeutics
jdicarlo@rapportrx.com

WELLESLEY HILLS, Mass., Nov. 02, 2026 (GLOBE NEWSWIRE) — Climb Bio, Inc. (Nasdaq: CLYM), a clinical stage biotechnology company developing therapeutics for patients with immune-mediated diseases, today announced that members of its executive team will participate in the upcoming investor conference detailed below.

Guggenheim 3rd Annual Healthcare Innovation Conference
Format: Fireside Chat
Date: Monday, November 9
Time: 4:00 – 4:25 p.m. ET

The live webcast will be accessible via the “Investors & Media” section of the Climb Bio website. A webcast replay will be available on the Climb Bio website beginning approximately two hours after the webcast event and will be archived for at least 30 days.

About Climb Bio, Inc.
Climb Bio, Inc. is a clinical-stage biotechnology company with a mission to deliver high impact, disease-modifying medicines for individuals living with immune-mediated diseases, including those affecting kidney health. The Company’s pipeline includes, budoprutug, an anti-CD19 monoclonal antibody that has potential to treat a broad range of B-cell mediated diseases, and CLYM116, an anti-APRIL monoclonal antibody being developed for IgA nephropathy. For more information, please visit climbbio.com.

Investors and Media
Carlo Tanzi, Ph.D.
Kendall Investor Relations
ctanzi@kendallir.com

Third quarter revenue of $526 million, representing 33% year-over-year growth; Guiding fourth quarter revenue of $600 million, 36% year-over-year growth

MIGDAL HAEMEK, Israel, Nov. 02, 2026 (GLOBE NEWSWIRE) — Tower Semiconductor (NASDAQ/TASE: TSEM) reports today its results for the third quarter ended September 30, 2026.

Third Quarter of 2026 Results Overview
Record revenue for the third quarter of 2026 of $526 million, representing revenue growth of 33% year over year, as compared to $396 million in the third quarter of 2025.

Record gross profit for the third quarter of 2026 of $179 million, 92% higher than $93 million in the third quarter of 2025.

Operating profit for the third quarter of 2026 was a record of $127 million (excluding non-recurring items), a multiple of 2.5X as compared to the $51 million operating profit for the third quarter of 2025.

Net profit for the third quarter of 2026 was a record of $120 million (excluding non-recurring items), representing 23% net margin and reflecting $1.06 basic and $1.05 diluted earnings per share. This net profit is a multiple of 2.2X of the $54 million net profit in the third quarter of 2025.

Cash from operating activities in the third quarter of 2026 was $185 million and investments in property and equipment, net, were $191 million. In the third quarter of 2025, cash flow generated from operating activities was $139 million and investments in property and equipment, net, were $103 million.

Business Outlook
The Company provides revenue guidance of $600 million for the fourth quarter of 2026, with an upward or downward range of 5%. Mid-range revenue guidance represents an increase of 36% year-over-year and 14% quarter-over-quarter.

Russell Ellwanger, Chief Executive Officer of Tower Semiconductor, said: “We are entering the strongest growth phase in our history, according to fourth quarter guidance, closing the year at $2 billion annual revenue and a $2.4 billion annualized revenue run rate. We target to begin 2027 avoiding first quarter’s typical industry seasonality, with clear visibility to incremental sequential revenues with accompanying margins’ growth.”

Ellwanger further added: “With a background of growth and strong increasing demand in each of our core businesses, infrastructure (SiPho and SiGe) demand specifically is driving exceptional growth in our high-speed connectivity business. We target to achieve an annualized $1.1 billion run rate in the fourth quarter of 2026 of SiPho revenue alone, namely 5X of the 2025 SiPho annual revenue. Our on-going capacity investments, including the announced Track-1 Japan 300mm buildout, are progressing ahead of schedule, supported by customer contracts which are being extended through 2029, providing great assurance to achieve our 2028 revenue and margins model, and a well-defined path for accretive margins thereafter. The combination of Tower’s technology leadership, expanding capacity and deep alignment with our customers, positions Tower to deliver significant long-term growth and shareholder value.”

Teleconference and Webcast
Tower Semiconductor will host an investor conference call today, Monday, November 2, 2026, at 10:00 a.m. Eastern time (9:00 a.m. Central time, 8:00 a.m. Mountain time, 7:00 a.m. Pacific time and 5:00 p.m. Israel time) to discuss the Company’s financial results for the third quarter of 2026 and its business outlook.

The call will be webcast and available through the Investor Relations section of Tower Semiconductor’s website at ir.towersemi.com. The pre-registration form required for dial-in participation is accessible here. Upon completing the registration, participants will receive the dial-in details, a unique PIN, and a confirmation email with all necessary information. To access the webcast, click here. The teleconference will be available for replay for 90 days.

Non-GAAP Financial Measures
The Company presents its financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The financial information in the tables below includes unaudited condensed financial data. Some of the financial information, which may be used and/or presented in this release and/or prior earnings related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, which we may describe as adjusted financial measures and/or reconciled financial measures, are non-GAAP financial measures as defined in Regulation G and related reporting requirements promulgated by the Securities and Exchange Commission (the “SEC”) as they apply to our Company. These adjusted financial measures are calculated excluding the following: (i) amortization of acquired intangible assets as included in our costs and expenses, and (ii) compensation expenses in respect of equity grants to directors, officers, and employees as included in our costs and expenses. These adjusted financial measures should be evaluated in conjunction with, and are not a substitute for, GAAP financial measures. The tables also present the GAAP financial measures, which are most comparable to the adjusted financial measures used and/or presented in this release, as well as a reconciliation between the adjusted financial measures and the comparable GAAP financial measures. As used and/or presented in this release and/or prior earnings related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, as well as may be included and calculated in the tables herein, the term Earnings Before Interest Taxes, Depreciation and Amortization which we define as EBITDA consists of operating profit in accordance with GAAP, excluding (i) depreciation expenses, which include depreciation recorded in cost of revenue and in operating cost and expenses lines (e.g., research and development related equipment and/or fixed other assets depreciation), (ii) stock-based compensation expense, and (iii) amortization of acquired intangible assets. EBITDA is reconciled in the tables below and/or prior earnings-related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company from GAAP operating profit. EBITDA and the adjusted financial information presented herein and/or prior earnings-related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, are not a required GAAP financial measure and may not be comparable to a similarly titled measure employed by other companies. EBITDA and the adjusted financial information presented herein and/or prior earnings-related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, should not be considered in isolation or as a substitute for operating profit, net profit or loss, cash flows provided by operating, investing and financing activities, per share data or other profit or cash flow statement data prepared in accordance with GAAP. The term Net Cash, as may be used and/or presented in this release and/or prior earnings-related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, is comprised of cash, cash equivalents and short-term deposits less debt amounts as presented in the balance sheets included herein. The term Net Cash is not a required GAAP financial measure, may not be comparable to a similarly titled measure employed by other companies and should not be considered in isolation or as a substitute for cash, debt, operating profit, net profit or loss, cash flows provided by operating, investing and financing activities, per share data or other profit or cash flow statement data prepared in accordance with GAAP. The term Free Cash Flow, as used and/or presented in this release and/or prior earnings related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, is calculated to be net cash provided by operating activities (in the amounts of: $185 million for the three months period ended September 30, 2026 that includes $23 million increase in customers’ advances; $177 million for the three months period ended June 30, 2026; $139 million for the three months period ended September 30, 2025; $872 million for the nine months period ended September 30, 2026 that includes $305 million increase in customers’ advances, net; 356 million for the nine months period ended September 30, 2025) less cash used for investments in property and equipment, net (in the amounts of $191 million, $187 million and $103 million for the three months periods ended September 30, 2026, June 30, 2026 and September 30, 2025, respectively and in the amounts of $534 million and $326 million for the nine months periods ended September 30, 2026 and September 30, 2025, respectively). The term Free Cash Flow is not a required GAAP financial measure, may not be comparable to a similarly titled measure employed by other companies and should not be considered in isolation or as a substitute for operating profit, net profit or loss, cash flows provided by operating, investing, and financing activities, per share data or other profit or cash flow statement data prepared in accordance with GAAP.

About Tower Semiconductor
Tower Semiconductor Ltd. (NASDAQ/TASE: TSEM) is a leading foundry of high-value analog semiconductor solutions, serving growing markets including industrial, automotive, mobile, infrastructure, medical, and aerospace & defense. The company offers a broad portfolio of advanced and innovative analog technologies, including silicon photonics (SiPho), SiGe, RF CMOS, CMOS image sensors, power management, and mixed-signal, supported by world-class design enablement and process transfer services. Tower operates a global manufacturing network with 200mm and 300mm fabs in Israel, the U.S., Japan, and Italy, providing customers with scalable capacity and multi-fab sourcing. Learn more at www.towersemi.com.

CONTACT:
Liat Avraham | Investor Relations | +972-4-6506154 | liatavra@towersemi.com

Forward-Looking Statements
This release, as well as other statements and reports filed, stated and published, include certain “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, projections and statements with respect to our future business, financial performance and activities. The use of words such as “projects”, “expects”, “may”, “targets”, “plans”, “forecast”, “intends”, “committed to”, “tracking”, or variations or words of similar import, may identify a statement as “forward-looking.” However, the absence of these words does not mean that a statement is not forward-looking. Actual results may vary from those projected or implied by such forward-looking statements and you should not unduly rely on such forward-looking statements, which speak only as of the date of this release. Factors that could cause actual results to differ materially from those projected or implied by such forward-looking statements include, without limitation, risks and uncertainties associated with: (i) fluctuating demand in our customers’ end markets and/or SiPho, SiGe and other customer demand may not increase to the levels currently forecasted by the Company, (ii) reliance on acquisitions, establishing new fabs and/or gaining additional capacity for growth, (iii) difficulties in achieving acceptable operational metrics and indices as a result of operational, technological or process-related problems, (iv) identifying and negotiating with third-party buyers for the sale of any excess and/or unused equipment, inventory and/or other assets, (v) maintaining current key customers and attracting new key customers, (vi) over demand for our foundry services and/ or products that may result in operational bottlenecks, extend cycle times, reduce yield, delay delivery schedules, that may result in compensation, penalties and/ or prepayment repayments, loss of customers, revenues, profits and/ or reputation, including with respect to SiPho customer prepayments received for certain minimum capacity commitments, due to inability to fulfill, in whole or in part, all such demand and commitments in a timely manner or at all, (vii) fluctuation of our financial results from quarter to quarter, (viii) the additional 300mm manufacturing facility the Company plans to establish adjacent to Fab 7 and maximization of the Company’s Fab 7 300mm output (including risks associated with the repurposing of the Arai facility), including risks associated with delays in construction period and cost, obtaining necessary equipment and/ or obtaining necessary permits, Government of Japan and/or METI grants terms and covenants relating thereto (which may result in loss of a portion or all of the grant funds), and/ or other consents required, and the negotiation of definitive agreements with vendors and others, that may result in lower profitability than currently expected and/ or added costs and losses, longer return on investment period, including risks associated with the ability to obtain any financing required to fund the establishment, facilities and machinery cost net investments on favorable terms, or at all, (ix) our debt and other liabilities may impact our financial position and operations, (x) our ability to successfully execute acquisitions, integrate them into our business, utilize our expanded capacity and find new business, (xi) fluctuations in cash flow, (xii) our ability to satisfy the covenants stipulated in our agreements with our debt holders and/ or possible incurrence of additional indebtedness, (xiii) pending litigation, (xiv) meeting the conditions set in approval certificates and other regulations under which we received grants and/or royalties and/or any type of funding from the Israeli, US and/or Japan governmental agencies, (xv) receipt of orders that are lower than the customer purchase commitments or forecast and/or failure to receive customer orders currently expected, (xvi) the effects of global recession, credit crisis and/or unfavorable macro-economic conditions, such as the imposition of regulatory requirements, tariffs, import and export restrictions and other trade barriers and restrictions, including the timing and availability of export licenses and permits, (xvii) our ability to accurately forecast financial performance, which is affected by limited order backlog and lengthy sales cycles which may cause financial results to fluctuate from quarter to quarter, (xviii) possible situations of obsolete inventory or overcapacity if forecasted demand exceeds actual demand when we create inventory before receipt of customer orders, (xix) the cyclical nature of the semiconductor industry and the resulting periodic overcapacity, fluctuations in operating results and future average selling price erosion, (xx) capacity and capability expansion and acquisition related transactions in our existing fabrications, strategic and/or other in-organic capacity and/ or capability growth and/ or M&A transactions and opportunities, and/ or the acquisition of and/ or the establishment of a new factory or factories, including the additional 300mm manufacturing facility the Company plans to establish adjacent to Fab 7 and maximization of the Company’s Fab 7 300mm output (including risks associated with the repurposing of the Arai facility), which could require funding needs beyond our existing cash, the availability of which cannot be assured on favorable terms, if at all, and which may have adverse impact on the market value of the Company and the price of the Company’s ordinary shares, (xxi) operating our facilities at sufficient utilization rates necessary to generate and maintain positive and sustainable gross, operating and net profit, (xxii) the purchase of equipment and/or raw material (including purchases under committed contracts), the timely completion of the equipment installation, technology transfer and raising the funds therefor, (xxiii) product returns and defective products, (xxiv) our ability to maintain and develop our technology processes and services to keep pace with new technology, including artificial intelligence, evolving standards, changing customer and end-user requirements, new product introductions and short product life cycles, (xxv) competing effectively, (xxvi) our dependence on increased use of outsourced foundry services for specialty process technologies, (xxvii) our dependence on intellectual property rights of others, our ability to operate our business without infringing others’ intellectual property rights and our ability to enforce our intellectual property against infringement, including risks and uncertainties associated with the infringement claims that the Company is currently party to, brought by GlobalFoundries and certain affiliate alleging infringement of certain of its patents, (xxviii) Fab 3 landlord’s alleged claims regarding noise abatement and request for judicial declaration of material non-curable breach of the Fab3 lease, and in addition, alleged claims by a third-party with whom the landlord is engaged pertaining to the Fab3 site, to enforce certain rights with respect to the lease extension, (xxix) retention of key employees and recruitment and retention of skilled qualified personnel, (xxx) exposure to inflation, currency rates (mainly the Israeli Shekel and the Japanese Yen) and interest rate fluctuations and risks associated with doing business locally and internationally, as well as fluctuations in the market price of our traded securities, (xxxi) meeting regulatory requirements worldwide, including export, environmental and governmental regulations, as well as risks related to international operations, (xxxii) engagements for fab establishment, joint venture and/or capital lease transactions for capacity enhancement in advanced technologies, including risks and uncertainties associated with the Agrate fab, such as its qualification schedule, technology, equipment and process qualification, facility operational ramp-up, customer engagements, cost structure, required investments and other terms, which may require additional funding to cover significant capacity investment needs and other payments, (xxxiii) potential liabilities, cost and other impact due to reorganization and consolidation of fabrication facilities, or cessation of operations, (xxxiv) potential security, cyber and privacy breaches, (xxxv) workforce that is not unionized which may become unionized, and/or workforce that is unionized and may take action such as strikes that may create increased cost and operational risks, (xxxvi) the issuance of ordinary shares as a result of exercise and/or vesting of any of our employee equity, as well as any sale of shares by any of our shareholders, or any market expectation thereof, as well as the issuance of additional employees’ restricted stock units, or any market expectation thereof, which may depress the market value of the Company and the price of the Company’s ordinary shares, and in addition may impair our ability to raise future capital, (xxxvii) the dispute resolution process regarding Intel’s determination not to perform its agreement to build a capacity corridor to enable Intel to manufacture wafers for Tower’s customers, which process may be costly and/ or may result in losses and/or other adverse impact, (xxxviii) Pillar Two tax rules and regulations previously released by the OECD, which require a minimum effective corporate income tax rate of 15% applicable in every jurisdiction in which the company operates, which will result in additional income tax expenses for the years 2026 and beyond, mainly with respect to the Company’s Israeli operations in which the Company was subject to 7.5% preferred tax rate until 2025 under Israeli laws, and (xxxix) climate change, business interruptions due to floods, fires, pandemics, earthquakes and other natural disasters, the security situation in Israel and global trade “war”, including the potential inability to continue uninterrupted operations of the Israeli fab, impact on global supply chain to and from the Israeli fab, delays in the delivery, installation and qualification of equipment, power interruptions, chemicals or other leaks or damages as a result therefrom, absence of workforce due to military service as well as risk that certain countries will restrict doing business with Israeli companies, including imposing restrictions due to hostilities in Israel or political instability in the region that may continue or exacerbate, and other events beyond our control. Due to hostilities and instability in neighboring states, Israel could be subject to additional political, economic, and military confines, and our Israeli facility’s operations could be materially adversely affected. Any current or future hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners, or a significant downturn in the economic or financial condition of Israel, could have a material adverse effect on our business, financial condition and results of operations.

A more complete discussion of risks and uncertainties that may affect the forward-looking statements included in this release or which may otherwise affect our business is included under the heading “Risk Factors” in the Company’s most recent filings on Forms 20-F and 6-K, as were filed with the SEC and the Israel Securities Authority. Future results may differ materially from those previously reported. The Company does not intend to update and expressly disclaims any obligation to update or revise any forward-looking information contained in this release to reflect any changes in expectations with regard thereto, or any change in events, conditions or circumstances on which any such statement is based.

(Financial tables follow)

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands)
	September 30,			December 31,
	2026			2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	250,748		$	235,369
Short-term deposits	1,222,124			916,541
Trade accounts receivable	226,845			222,795
Inventories	263,448			256,855
Other current assets	47,548			78,062
Total current assets	2,010,713			1,709,622
PROPERTY AND EQUIPMENT, NET	1,825,403			1,463,056
OTHER LONG-TERM ASSETS, NET	181,091			149,612
TOTAL ASSETS	$	4,017,207		$	3,322,290
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Short-term debt	$	13,452		$	28,112
Trade accounts payable	193,858			123,915
Deferred revenue and customers’ advances	248,930			25,581
Other current liabilities	84,673			86,139
Total current liabilities	540,913			263,747
LONG-TERM DEBT	140,275			133,406
LONG-TERM CUSTOMERS’ ADVANCES	92,052			1,932
OTHER LONG-TERM LIABILITIES	35,843			18,622
TOTAL LIABILITIES	809,083			417,707
TOTAL SHAREHOLDERS’ EQUITY	3,208,124			2,904,583
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,017,207		$	3,322,290

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(dollars and share count in thousands, except per share data)
	Three months ended
	September 30,			June 30,
	2026			2026
REVENUE	$	526,161		$	460,079
COST OF REVENUE	347,402			322,307
GROSS PROFIT	178,759			137,772
OPERATING COSTS AND EXPENSES:
Research and development	26,625			23,569
Marketing, general and administrative	24,999			23,913
	51,624			47,482
OPERATING PROFIT	127,135			90,290
FINANCING AND OTHER INCOME, NET	11,943			15,902
PROFIT BEFORE INCOME TAX	139,078			106,192
INCOME TAX EXPENSE, NET	(19,193)			(15,573)
NET PROFIT	119,885			90,619
Net loss attributable to non-controlling interest	371			150
NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	120,256		$	90,769
BASIC EARNINGS PER SHARE	$	1.06		$	0.80
Weighted average number of shares	113,324			112,910
DILUTED EARNINGS PER SHARE	$	1.05		$	0.79
Weighted average number of shares	114,463			114,427
RECONCILIATION FROM GAAP NET PROFIT ATTRIBUTABLE TO THE COMPANY TO ADJUSTED NET PROFIT ATTRIBUTABLE TO THE COMPANY:
GAAP NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	120,256		$	90,769
Stock based compensation and amortization of acquired intangible assets	11,042			9,941
ADJUSTED NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	131,298		$	100,710
ADJUSTED EARNINGS PER SHARE:
Basic	$	1.16		$	0.89
Diluted	$	1.15		$	0.88

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(dollars and share count in thousands, except per share data)
	Three months ended
	September 30,			September 30,
	2026			2025
REVENUE	$	526,161		$	395,667
COST OF REVENUE	347,402			302,622
GROSS PROFIT	178,759			93,045
OPERATING COSTS AND EXPENSES:
Research and development	26,625			22,056
Marketing, general and administrative	24,999			20,409
	51,624			42,465
OPERATING PROFIT	127,135			50,580
FINANCING AND OTHER INCOME, NET	11,943			10,491
PROFIT BEFORE INCOME TAX	139,078			61,071
INCOME TAX EXPENSE, NET	(19,193)			(7,625)
NET PROFIT	119,885			53,446
Net loss attributable to non-controlling interest	371			199
NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	120,256		$	53,645
BASIC EARNINGS PER SHARE	$	1.06		$	0.48
Weighted average number of shares	113,324			112,132
DILUTED EARNINGS PER SHARE	$	1.05		$	0.47
Weighted average number of shares	114,463			113,751
RECONCILIATION FROM GAAP NET PROFIT ATTRIBUTABLE TO THE COMPANY TO ADJUSTED NET PROFIT ATTRIBUTABLE TO THE COMPANY:
GAAP NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	120,256		$	53,645
Stock based compensation and amortization of acquired intangible assets	11,042			9,111
ADJUSTED NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	131,298		$	62,756
ADJUSTED EARNINGS PER SHARE:
Basic	$	1.16		$	0.56
Diluted	$	1.15		$	0.55

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(dollars and share count in thousands, except per share data)
	Nine months ended
	September 30,			September 30,
	2026			2025
REVENUE	$	1,399,871		$	1,125,898
COST OF REVENUE	972,389			879,656
GROSS PROFIT	427,482			246,242
OPERATING COSTS AND EXPENSES:
Research and development	73,724			61,646
Marketing, general and administrative	71,768			61,253
	145,492			122,899
OPERATING PROFIT	281,990			123,343
FINANCING AND OTHER INCOME , NET	37,363			35,476
PROFIT BEFORE INCOME TAX	319,353			158,819
INCOME TAX EXPENSE, NET	(41,284)			(20,064)
NET PROFIT	278,069			138,755
Net loss (profit) attributable to non-controlling interest	(2,012)			1,583
NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	276,057		$	140,338
BASIC EARNINGS PER SHARE	$	2.44		$	1.25
Weighted average number of shares	112,935			111,841
DILUTED EARNINGS PER SHARE	$	2.41		$	1.24
Weighted average number of shares	114,383			113,397
RECONCILIATION FROM GAAP NET PROFIT ATTRIBUTABLE TO THE COMPANY TO ADJUSTED NET PROFIT ATTRIBUTABLE TO THE COMPANY:
GAAP NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	276,057		$	140,338
Stock based compensation and amortization of acquired intangible assets	30,424			30,041
ADJUSTED NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	306,481		$	170,379
ADJUSTED EARNINGS PER SHARE:
Basic	$	2.71		$	1.52
Diluted	$	2.68		$	1.50

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONSOLIDATED SOURCES AND USES REPORT (UNAUDITED)
(dollars in thousands)
	Three months ended
	September 30,			September 30,
	2026			2025
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD	$	231,188		$	265,293
Net cash provided by operating activities, excluding customers’ advances, net	162,311			142,005
Increase (decrease) in customers’ advances, net	22,848			(2,582)
Investments in property and equipment, net	(190,683)			(103,490)
Debt repaid, net	(7,301)			(6,875)
Effect of foreign currency exchange rate change	2,385			(1,609)
Proceeds from (investments in) deposits	30,000			(20,000)
CASH AND CASH EQUIVALENTS – END OF PERIOD	$	250,748		$	272,742

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)
	Three months ended
	September 30,			September 30,
	2026			2025
CASH FLOWS – OPERATING ACTIVITIES
Net profit for the period	$	119,885		$	53,446
Adjustments to reconcile net profit for the period
to net cash provided by operating activities:
Income and expense items not involving cash flows:
Depreciation and amortization *	90,461			76,456
Other expense (income), net	3,512			(122)
Changes in assets and liabilities, net:
Trade accounts receivable	(23,270)			1,853
Other current assets	8,182			6,770
Inventories	(16,573)			(1,983)
Other long term assets	(41,337)			—
Trade accounts payable	22,615			(6,516)
Deferred revenue	(3,278)			6,805
Other current liabilities	(8,016)			2,958
Other long-term liabilities	10,130			2,338
Increase (decrease) in customers’ advances, net	22,848			(2,582)
Net cash provided by operating activities	185,159			139,423
CASH FLOWS – INVESTING ACTIVITIES
Investments in property and equipment, net	(190,683)			(103,490)
Proceeds from (investments in) deposits	30,000			(20,000)
Net cash used in investing activities	(160,683)			(123,490)
CASH FLOWS – FINANCING ACTIVITIES
Debt repaid, net	(7,301)			(6,875)
Net cash used in financing activities	(7,301)			(6,875)
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGE	2,385			(1,609)
INCREASE IN CASH AND CASH EQUIVALENTS	19,560			7,449
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD	231,188			265,293
CASH AND CASH EQUIVALENTS – END OF PERIOD	$	250,748		$	272,742
* Includes stock based compensation and amortization of acquired intangible assets in the amounts of $11,042 and $9,111 for the 3 months periods ended September 30, 2026 and September 30, 2025, respectively.

Former McKinsey associate partner and Aliaxis strategy leader to lead AI initiatives and pursue partnerships to advance pipeline programs

BERKELEY HEIGHTS, N.J., Nov. 02, 2026 (GLOBE NEWSWIRE) — Tonix Pharmaceuticals Holding Corp. (Nasdaq: TNXP) (“Tonix” or the “Company”), a fully integrated, commercial-stage biopharmaceutical company, today announced the appointment of George Lederman, Ph.D., as Executive Vice President, Strategy and Transformation, effective October 30, 2026. Dr. George Lederman brings experience in corporate and portfolio strategy, operational transformation, and applied artificial intelligence (AI) to improve efficiency and reduce costs.

At Tonix, Dr. George Lederman will lead AI initiatives across the organization to improve operational efficiency and manage costs. He will also lead business development efforts, including evaluating potential partnerships and licensing opportunities to advance the Company’s clinical programs and share development costs.

“We believe George’s experience in portfolio strategy and operational transformation, combined with his expertise in AI, will help us improve efficiency and pursue partnerships for select pipeline programs,” said Siobhan Fogarty, Chief Technical Officer of Tonix Pharmaceuticals. “We intend to evaluate opportunities to advance these programs with the goal of sharing development costs.”

“I am excited to join Tonix as it advances its commercial portfolio and development programs,” said Dr. George Lederman. “With an approved treatment for adults with fibromyalgia and investigational programs in Lyme disease prevention and immunology, I believe there is significant untapped potential across Tonix’s pipeline. I look forward to working with the team to unlock that value through potential partnerships and other strategic transactions to create shareholder value. Tonix’s fully integrated model also creates an opportunity to rethink how we work, with AI at the core—simplifying complex processes across development and commercialization to help bring medicines to patients more quickly and efficiently.”

Dr. George Lederman joins Tonix from Aliaxis, a multibillion-dollar global industrial group, where he most recently served as Vice President, Global Strategy. Reporting to the Chief Executive Officer (CEO), he led corporate and portfolio strategy and supported cost savings and operational efficiency initiatives. During his four-year tenure, Aliaxis divested six assets and acquired four companies. He also supported multiple business unit restructuring efforts, including a 10% enterprise-wide fixed cost reduction.

Previously, Dr. George Lederman was an Associate Partner at McKinsey & Company, where he helped build the firm’s digitization practice and advised clients on using machine learning, advanced analytics, and AI to reduce costs and improve efficiency. His experience spans corporate strategy, acquisition opportunities, and operational transformations, including work with specialty chemical operations serving healthcare, biopharmaceutical, and industrial applications.

Dr. George Lederman holds a Ph.D. in Advanced Infrastructure Systems, an engineering discipline, from Carnegie Mellon University, where his research focused on big data and applied machine learning. He also holds Master’s degrees in Electrical and Computer Engineering and Civil and Environmental Engineering from Carnegie Mellon and a Bachelor’s degree in Civil Engineering from Princeton University. He was a National Science Foundation Graduate Research Fellow.

Dr. George Lederman is the son of Seth Lederman, M.D., Tonix’s President, CEO, and Chairman. His appointment was reviewed and approved by the independent members of the Company’s Board of Directors and Audit Committee in accordance with the Company’s related party transactions policy, and his compensation was reviewed and approved by the independent members of the Board of Directors and the Compensation Committee.

Tonix Pharmaceuticals Holding Corp.*
Tonix Pharmaceuticals* is a fully integrated, commercial-stage biopharmaceutical company focused on central nervous system (CNS) disorders, infectious diseases, and immunology conditions with high unmet medical needs. TONMYA^® (cyclobenzaprine HCl sublingual tablets 2.8 mg), the Company’s flagship internally conceived and developed medicine, is the first medicine approved for fibromyalgia in more than 15 years. Tonix’s CNS commercial infrastructure supports its marketed products, including its acute migraine products, Zembrace^® SymTouch^® (sumatriptan injection 3 mg) and Tosymra^® (sumatriptan nasal spray 10 mg). Tonix is extending the science behind TONMYA in Phase 2 clinical studies to evaluate the potential of TNX-102 SL in major depressive disorder and acute stress disorder/acute stress reaction. Tonix is also advancing a pipeline of infectious disease programs, including Phase 2-ready monoclonal antibody TNX-4800 (anti-OspA mAb) for Lyme disease prevention in the U.S., and TNX-801 (horsepox, live virus vaccine), a vaccine in development for the prevention of mpox and smallpox. Within immunology, TNX-1500 (anti-CD40L mAb) is a Phase 2-ready, third-generation CD40 ligand inhibitor for the prevention of kidney transplant rejection. To learn more, visit www.tonixpharma.com.

*Tonix’s product development candidates, including TNX-102 SL for new, unapproved indications, are investigational new drugs or biologics. Their efficacy and safety have not been established for the indications under investigation, and they have not been approved for these uses.

Zembrace SymTouch and Tosymra are registered trademarks of Tonix Medicines. TONMYA is a registered trademark of Tonix Pharma Limited. All other marks are the property of their respective owners.

Forward-Looking Statements
Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and “intend,” among others. These statements include expectations regarding Dr. Lederman’s role and contributions; the evaluation, implementation and anticipated benefits of AI initiatives; potential operational efficiencies and cost savings; potential partnerships and licensing transactions; the advancement of the Company’s product candidates; and potential pipeline and shareholder value. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, risks related to the failure to successfully launch and commercialize TONMYA® and any of our approved products; uncertainties of patent protection and litigation; risks related to the failure to obtain FDA clearances or approvals and noncompliance with FDA regulations; risks related to the timing and progress of clinical development of our product candidates; our need for additional financing; uncertainties of government or third-party payer reimbursement; limited research and development efforts and dependence upon third parties; and substantial competition. As with any pharmaceutical under development, there are significant risks in the development, regulatory approval and commercialization of new products. Investors should read the risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 12, 2026, and periodic reports filed with the SEC on or after the date thereof. Except as required by law, Tonix does not undertake an obligation to update or revise any forward-looking statement. All of Tonix’s forward-looking statements are expressly qualified by all such risk factors and other cautionary statements. The information set forth herein speaks only as of the date of this press release.

Investor Contacts
Deborah Elson
Tonix Pharmaceuticals
deborah.elson@tonixpharma.com
investor.relations@tonixpharma.com

Brian Korb
astr partners
(917) 653-5122
brian.korb@astrpartners.com

Media Contacts
Andrea Cohen
Sam Brown Inc.
(917) 209-7163
andreacohen@sambrown.com

Third quarter revenue of $526 million, representing 33% year-over-year growth; Guiding fourth quarter revenue of $600 million, 36% year-over-year growth

MIGDAL HAEMEK, Israel, Nov. 02, 2026 (GLOBE NEWSWIRE) — Tower Semiconductor (NASDAQ/TASE: TSEM) reports today its results for the third quarter ended September 30, 2026.

Third Quarter of 2026 Results Overview
Record revenue for the third quarter of 2026 of $526 million, representing revenue growth of 33% year over year, as compared to $396 million in the third quarter of 2025.

Record gross profit for the third quarter of 2026 of $179 million, 92% higher than $93 million in the third quarter of 2025.

Operating profit for the third quarter of 2026 was a record of $127 million (excluding non-recurring items), a multiple of 2.5X as compared to the $51 million operating profit for the third quarter of 2025.

Net profit for the third quarter of 2026 was a record of $120 million (excluding non-recurring items), representing 23% net margin and reflecting $1.06 basic and $1.05 diluted earnings per share. This net profit is a multiple of 2.2X of the $54 million net profit in the third quarter of 2025.

Cash from operating activities in the third quarter of 2026 was $185 million and investments in property and equipment, net, were $191 million. In the third quarter of 2025, cash flow generated from operating activities was $139 million and investments in property and equipment, net, were $103 million.

Business Outlook
The Company provides revenue guidance of $600 million for the fourth quarter of 2026, with an upward or downward range of 5%. Mid-range revenue guidance represents an increase of 36% year-over-year and 14% quarter-over-quarter.

Russell Ellwanger, Chief Executive Officer of Tower Semiconductor, said: “We are entering the strongest growth phase in our history, according to fourth quarter guidance, closing the year at $2 billion annual revenue and a $2.4 billion annualized revenue run rate. We target to begin 2027 avoiding first quarter’s typical industry seasonality, with clear visibility to incremental sequential revenues with accompanying margins’ growth.”

Ellwanger further added: “With a background of growth and strong increasing demand in each of our core businesses, infrastructure (SiPho and SiGe) demand specifically is driving exceptional growth in our high-speed connectivity business. We target to achieve an annualized $1.1 billion run rate in the fourth quarter of 2026 of SiPho revenue alone, namely 5X of the 2025 SiPho annual revenue. Our on-going capacity investments, including the announced Track-1 Japan 300mm buildout, are progressing ahead of schedule, supported by customer contracts which are being extended through 2029, providing great assurance to achieve our 2028 revenue and margins model, and a well-defined path for accretive margins thereafter. The combination of Tower’s technology leadership, expanding capacity and deep alignment with our customers, positions Tower to deliver significant long-term growth and shareholder value.”

Teleconference and Webcast
Tower Semiconductor will host an investor conference call today, Monday, November 2, 2026, at 10:00 a.m. Eastern time (9:00 a.m. Central time, 8:00 a.m. Mountain time, 7:00 a.m. Pacific time and 5:00 p.m. Israel time) to discuss the Company’s financial results for the third quarter of 2026 and its business outlook.

The call will be webcast and available through the Investor Relations section of Tower Semiconductor’s website at ir.towersemi.com. The pre-registration form required for dial-in participation is accessible here. Upon completing the registration, participants will receive the dial-in details, a unique PIN, and a confirmation email with all necessary information. To access the webcast, click here. The teleconference will be available for replay for 90 days.

Non-GAAP Financial Measures
The Company presents its financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The financial information in the tables below includes unaudited condensed financial data. Some of the financial information, which may be used and/or presented in this release and/or prior earnings related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, which we may describe as adjusted financial measures and/or reconciled financial measures, are non-GAAP financial measures as defined in Regulation G and related reporting requirements promulgated by the Securities and Exchange Commission (the “SEC”) as they apply to our Company. These adjusted financial measures are calculated excluding the following: (i) amortization of acquired intangible assets as included in our costs and expenses, and (ii) compensation expenses in respect of equity grants to directors, officers, and employees as included in our costs and expenses. These adjusted financial measures should be evaluated in conjunction with, and are not a substitute for, GAAP financial measures. The tables also present the GAAP financial measures, which are most comparable to the adjusted financial measures used and/or presented in this release, as well as a reconciliation between the adjusted financial measures and the comparable GAAP financial measures. As used and/or presented in this release and/or prior earnings related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, as well as may be included and calculated in the tables herein, the term Earnings Before Interest Taxes, Depreciation and Amortization which we define as EBITDA consists of operating profit in accordance with GAAP, excluding (i) depreciation expenses, which include depreciation recorded in cost of revenue and in operating cost and expenses lines (e.g., research and development related equipment and/or fixed other assets depreciation), (ii) stock-based compensation expense, and (iii) amortization of acquired intangible assets. EBITDA is reconciled in the tables below and/or prior earnings-related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company from GAAP operating profit. EBITDA and the adjusted financial information presented herein and/or prior earnings-related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, are not a required GAAP financial measure and may not be comparable to a similarly titled measure employed by other companies. EBITDA and the adjusted financial information presented herein and/or prior earnings-related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, should not be considered in isolation or as a substitute for operating profit, net profit or loss, cash flows provided by operating, investing and financing activities, per share data or other profit or cash flow statement data prepared in accordance with GAAP. The term Net Cash, as may be used and/or presented in this release and/or prior earnings-related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, is comprised of cash, cash equivalents and short-term deposits less debt amounts as presented in the balance sheets included herein. The term Net Cash is not a required GAAP financial measure, may not be comparable to a similarly titled measure employed by other companies and should not be considered in isolation or as a substitute for cash, debt, operating profit, net profit or loss, cash flows provided by operating, investing and financing activities, per share data or other profit or cash flow statement data prepared in accordance with GAAP. The term Free Cash Flow, as used and/or presented in this release and/or prior earnings related filings and/or in related public disclosures or filings with respect to the financial statements and/or results of the Company, is calculated to be net cash provided by operating activities (in the amounts of: $185 million for the three months period ended September 30, 2026 that includes $23 million increase in customers’ advances; $177 million for the three months period ended June 30, 2026; $139 million for the three months period ended September 30, 2025; $872 million for the nine months period ended September 30, 2026 that includes $305 million increase in customers’ advances, net; 356 million for the nine months period ended September 30, 2025) less cash used for investments in property and equipment, net (in the amounts of $191 million, $187 million and $103 million for the three months periods ended September 30, 2026, June 30, 2026 and September 30, 2025, respectively and in the amounts of $534 million and $326 million for the nine months periods ended September 30, 2026 and September 30, 2025, respectively). The term Free Cash Flow is not a required GAAP financial measure, may not be comparable to a similarly titled measure employed by other companies and should not be considered in isolation or as a substitute for operating profit, net profit or loss, cash flows provided by operating, investing, and financing activities, per share data or other profit or cash flow statement data prepared in accordance with GAAP.

About Tower Semiconductor
Tower Semiconductor Ltd. (NASDAQ/TASE: TSEM) is a leading foundry of high-value analog semiconductor solutions, serving growing markets including industrial, automotive, mobile, infrastructure, medical, and aerospace & defense. The company offers a broad portfolio of advanced and innovative analog technologies, including silicon photonics (SiPho), SiGe, RF CMOS, CMOS image sensors, power management, and mixed-signal, supported by world-class design enablement and process transfer services. Tower operates a global manufacturing network with 200mm and 300mm fabs in Israel, the U.S., Japan, and Italy, providing customers with scalable capacity and multi-fab sourcing. Learn more at www.towersemi.com.

CONTACT:
Liat Avraham | Investor Relations | +972-4-6506154 | liatavra@towersemi.com

Forward-Looking Statements
This release, as well as other statements and reports filed, stated and published, include certain “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, projections and statements with respect to our future business, financial performance and activities. The use of words such as “projects”, “expects”, “may”, “targets”, “plans”, “forecast”, “intends”, “committed to”, “tracking”, or variations or words of similar import, may identify a statement as “forward-looking.” However, the absence of these words does not mean that a statement is not forward-looking. Actual results may vary from those projected or implied by such forward-looking statements and you should not unduly rely on such forward-looking statements, which speak only as of the date of this release. Factors that could cause actual results to differ materially from those projected or implied by such forward-looking statements include, without limitation, risks and uncertainties associated with: (i) fluctuating demand in our customers’ end markets and/or SiPho, SiGe and other customer demand may not increase to the levels currently forecasted by the Company, (ii) reliance on acquisitions, establishing new fabs and/or gaining additional capacity for growth, (iii) difficulties in achieving acceptable operational metrics and indices as a result of operational, technological or process-related problems, (iv) identifying and negotiating with third-party buyers for the sale of any excess and/or unused equipment, inventory and/or other assets, (v) maintaining current key customers and attracting new key customers, (vi) over demand for our foundry services and/ or products that may result in operational bottlenecks, extend cycle times, reduce yield, delay delivery schedules, that may result in compensation, penalties and/ or prepayment repayments, loss of customers, revenues, profits and/ or reputation, including with respect to SiPho customer prepayments received for certain minimum capacity commitments, due to inability to fulfill, in whole or in part, all such demand and commitments in a timely manner or at all, (vii) fluctuation of our financial results from quarter to quarter, (viii) the additional 300mm manufacturing facility the Company plans to establish adjacent to Fab 7 and maximization of the Company’s Fab 7 300mm output (including risks associated with the repurposing of the Arai facility), including risks associated with delays in construction period and cost, obtaining necessary equipment and/ or obtaining necessary permits, Government of Japan and/or METI grants terms and covenants relating thereto (which may result in loss of a portion or all of the grant funds), and/ or other consents required, and the negotiation of definitive agreements with vendors and others, that may result in lower profitability than currently expected and/ or added costs and losses, longer return on investment period, including risks associated with the ability to obtain any financing required to fund the establishment, facilities and machinery cost net investments on favorable terms, or at all, (ix) our debt and other liabilities may impact our financial position and operations, (x) our ability to successfully execute acquisitions, integrate them into our business, utilize our expanded capacity and find new business, (xi) fluctuations in cash flow, (xii) our ability to satisfy the covenants stipulated in our agreements with our debt holders and/ or possible incurrence of additional indebtedness, (xiii) pending litigation, (xiv) meeting the conditions set in approval certificates and other regulations under which we received grants and/or royalties and/or any type of funding from the Israeli, US and/or Japan governmental agencies, (xv) receipt of orders that are lower than the customer purchase commitments or forecast and/or failure to receive customer orders currently expected, (xvi) the effects of global recession, credit crisis and/or unfavorable macro-economic conditions, such as the imposition of regulatory requirements, tariffs, import and export restrictions and other trade barriers and restrictions, including the timing and availability of export licenses and permits, (xvii) our ability to accurately forecast financial performance, which is affected by limited order backlog and lengthy sales cycles which may cause financial results to fluctuate from quarter to quarter, (xviii) possible situations of obsolete inventory or overcapacity if forecasted demand exceeds actual demand when we create inventory before receipt of customer orders, (xix) the cyclical nature of the semiconductor industry and the resulting periodic overcapacity, fluctuations in operating results and future average selling price erosion, (xx) capacity and capability expansion and acquisition related transactions in our existing fabrications, strategic and/or other in-organic capacity and/ or capability growth and/ or M&A transactions and opportunities, and/ or the acquisition of and/ or the establishment of a new factory or factories, including the additional 300mm manufacturing facility the Company plans to establish adjacent to Fab 7 and maximization of the Company’s Fab 7 300mm output (including risks associated with the repurposing of the Arai facility), which could require funding needs beyond our existing cash, the availability of which cannot be assured on favorable terms, if at all, and which may have adverse impact on the market value of the Company and the price of the Company’s ordinary shares, (xxi) operating our facilities at sufficient utilization rates necessary to generate and maintain positive and sustainable gross, operating and net profit, (xxii) the purchase of equipment and/or raw material (including purchases under committed contracts), the timely completion of the equipment installation, technology transfer and raising the funds therefor, (xxiii) product returns and defective products, (xxiv) our ability to maintain and develop our technology processes and services to keep pace with new technology, including artificial intelligence, evolving standards, changing customer and end-user requirements, new product introductions and short product life cycles, (xxv) competing effectively, (xxvi) our dependence on increased use of outsourced foundry services for specialty process technologies, (xxvii) our dependence on intellectual property rights of others, our ability to operate our business without infringing others’ intellectual property rights and our ability to enforce our intellectual property against infringement, including risks and uncertainties associated with the infringement claims that the Company is currently party to, brought by GlobalFoundries and certain affiliate alleging infringement of certain of its patents, (xxviii) Fab 3 landlord’s alleged claims regarding noise abatement and request for judicial declaration of material non-curable breach of the Fab3 lease, and in addition, alleged claims by a third-party with whom the landlord is engaged pertaining to the Fab3 site, to enforce certain rights with respect to the lease extension, (xxix) retention of key employees and recruitment and retention of skilled qualified personnel, (xxx) exposure to inflation, currency rates (mainly the Israeli Shekel and the Japanese Yen) and interest rate fluctuations and risks associated with doing business locally and internationally, as well as fluctuations in the market price of our traded securities, (xxxi) meeting regulatory requirements worldwide, including export, environmental and governmental regulations, as well as risks related to international operations, (xxxii) engagements for fab establishment, joint venture and/or capital lease transactions for capacity enhancement in advanced technologies, including risks and uncertainties associated with the Agrate fab, such as its qualification schedule, technology, equipment and process qualification, facility operational ramp-up, customer engagements, cost structure, required investments and other terms, which may require additional funding to cover significant capacity investment needs and other payments, (xxxiii) potential liabilities, cost and other impact due to reorganization and consolidation of fabrication facilities, or cessation of operations, (xxxiv) potential security, cyber and privacy breaches, (xxxv) workforce that is not unionized which may become unionized, and/or workforce that is unionized and may take action such as strikes that may create increased cost and operational risks, (xxxvi) the issuance of ordinary shares as a result of exercise and/or vesting of any of our employee equity, as well as any sale of shares by any of our shareholders, or any market expectation thereof, as well as the issuance of additional employees’ restricted stock units, or any market expectation thereof, which may depress the market value of the Company and the price of the Company’s ordinary shares, and in addition may impair our ability to raise future capital, (xxxvii) the dispute resolution process regarding Intel’s determination not to perform its agreement to build a capacity corridor to enable Intel to manufacture wafers for Tower’s customers, which process may be costly and/ or may result in losses and/or other adverse impact, (xxxviii) Pillar Two tax rules and regulations previously released by the OECD, which require a minimum effective corporate income tax rate of 15% applicable in every jurisdiction in which the company operates, which will result in additional income tax expenses for the years 2026 and beyond, mainly with respect to the Company’s Israeli operations in which the Company was subject to 7.5% preferred tax rate until 2025 under Israeli laws, and (xxxix) climate change, business interruptions due to floods, fires, pandemics, earthquakes and other natural disasters, the security situation in Israel and global trade “war”, including the potential inability to continue uninterrupted operations of the Israeli fab, impact on global supply chain to and from the Israeli fab, delays in the delivery, installation and qualification of equipment, power interruptions, chemicals or other leaks or damages as a result therefrom, absence of workforce due to military service as well as risk that certain countries will restrict doing business with Israeli companies, including imposing restrictions due to hostilities in Israel or political instability in the region that may continue or exacerbate, and other events beyond our control. Due to hostilities and instability in neighboring states, Israel could be subject to additional political, economic, and military confines, and our Israeli facility’s operations could be materially adversely affected. Any current or future hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners, or a significant downturn in the economic or financial condition of Israel, could have a material adverse effect on our business, financial condition and results of operations.

A more complete discussion of risks and uncertainties that may affect the forward-looking statements included in this release or which may otherwise affect our business is included under the heading “Risk Factors” in the Company’s most recent filings on Forms 20-F and 6-K, as were filed with the SEC and the Israel Securities Authority. Future results may differ materially from those previously reported. The Company does not intend to update and expressly disclaims any obligation to update or revise any forward-looking information contained in this release to reflect any changes in expectations with regard thereto, or any change in events, conditions or circumstances on which any such statement is based.

(Financial tables follow)

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands)
	September 30,			December 31,
	2026			2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	250,748		$	235,369
Short-term deposits	1,222,124			916,541
Trade accounts receivable	226,845			222,795
Inventories	263,448			256,855
Other current assets	47,548			78,062
Total current assets	2,010,713			1,709,622
PROPERTY AND EQUIPMENT, NET	1,825,403			1,463,056
OTHER LONG-TERM ASSETS, NET	181,091			149,612
TOTAL ASSETS	$	4,017,207		$	3,322,290
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Short-term debt	$	13,452		$	28,112
Trade accounts payable	193,858			123,915
Deferred revenue and customers’ advances	248,930			25,581
Other current liabilities	84,673			86,139
Total current liabilities	540,913			263,747
LONG-TERM DEBT	140,275			133,406
LONG-TERM CUSTOMERS’ ADVANCES	92,052			1,932
OTHER LONG-TERM LIABILITIES	35,843			18,622
TOTAL LIABILITIES	809,083			417,707
TOTAL SHAREHOLDERS’ EQUITY	3,208,124			2,904,583
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,017,207		$	3,322,290

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(dollars and share count in thousands, except per share data)
	Three months ended
	September 30,			June 30,
	2026			2026
REVENUE	$	526,161		$	460,079
COST OF REVENUE	347,402			322,307
GROSS PROFIT	178,759			137,772
OPERATING COSTS AND EXPENSES:
Research and development	26,625			23,569
Marketing, general and administrative	24,999			23,913
	51,624			47,482
OPERATING PROFIT	127,135			90,290
FINANCING AND OTHER INCOME, NET	11,943			15,902
PROFIT BEFORE INCOME TAX	139,078			106,192
INCOME TAX EXPENSE, NET	(19,193)			(15,573)
NET PROFIT	119,885			90,619
Net loss attributable to non-controlling interest	371			150
NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	120,256		$	90,769
BASIC EARNINGS PER SHARE	$	1.06		$	0.80
Weighted average number of shares	113,324			112,910
DILUTED EARNINGS PER SHARE	$	1.05		$	0.79
Weighted average number of shares	114,463			114,427
RECONCILIATION FROM GAAP NET PROFIT ATTRIBUTABLE TO THE COMPANY TO ADJUSTED NET PROFIT ATTRIBUTABLE TO THE COMPANY:
GAAP NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	120,256		$	90,769
Stock based compensation and amortization of acquired intangible assets	11,042			9,941
ADJUSTED NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	131,298		$	100,710
ADJUSTED EARNINGS PER SHARE:
Basic	$	1.16		$	0.89
Diluted	$	1.15		$	0.88

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(dollars and share count in thousands, except per share data)
	Three months ended
	September 30,			September 30,
	2026			2025
REVENUE	$	526,161		$	395,667
COST OF REVENUE	347,402			302,622
GROSS PROFIT	178,759			93,045
OPERATING COSTS AND EXPENSES:
Research and development	26,625			22,056
Marketing, general and administrative	24,999			20,409
	51,624			42,465
OPERATING PROFIT	127,135			50,580
FINANCING AND OTHER INCOME, NET	11,943			10,491
PROFIT BEFORE INCOME TAX	139,078			61,071
INCOME TAX EXPENSE, NET	(19,193)			(7,625)
NET PROFIT	119,885			53,446
Net loss attributable to non-controlling interest	371			199
NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	120,256		$	53,645
BASIC EARNINGS PER SHARE	$	1.06		$	0.48
Weighted average number of shares	113,324			112,132
DILUTED EARNINGS PER SHARE	$	1.05		$	0.47
Weighted average number of shares	114,463			113,751
RECONCILIATION FROM GAAP NET PROFIT ATTRIBUTABLE TO THE COMPANY TO ADJUSTED NET PROFIT ATTRIBUTABLE TO THE COMPANY:
GAAP NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	120,256		$	53,645
Stock based compensation and amortization of acquired intangible assets	11,042			9,111
ADJUSTED NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	131,298		$	62,756
ADJUSTED EARNINGS PER SHARE:
Basic	$	1.16		$	0.56
Diluted	$	1.15		$	0.55

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(dollars and share count in thousands, except per share data)
	Nine months ended
	September 30,			September 30,
	2026			2025
REVENUE	$	1,399,871		$	1,125,898
COST OF REVENUE	972,389			879,656
GROSS PROFIT	427,482			246,242
OPERATING COSTS AND EXPENSES:
Research and development	73,724			61,646
Marketing, general and administrative	71,768			61,253
	145,492			122,899
OPERATING PROFIT	281,990			123,343
FINANCING AND OTHER INCOME , NET	37,363			35,476
PROFIT BEFORE INCOME TAX	319,353			158,819
INCOME TAX EXPENSE, NET	(41,284)			(20,064)
NET PROFIT	278,069			138,755
Net loss (profit) attributable to non-controlling interest	(2,012)			1,583
NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	276,057		$	140,338
BASIC EARNINGS PER SHARE	$	2.44		$	1.25
Weighted average number of shares	112,935			111,841
DILUTED EARNINGS PER SHARE	$	2.41		$	1.24
Weighted average number of shares	114,383			113,397
RECONCILIATION FROM GAAP NET PROFIT ATTRIBUTABLE TO THE COMPANY TO ADJUSTED NET PROFIT ATTRIBUTABLE TO THE COMPANY:
GAAP NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	276,057		$	140,338
Stock based compensation and amortization of acquired intangible assets	30,424			30,041
ADJUSTED NET PROFIT ATTRIBUTABLE TO THE COMPANY	$	306,481		$	170,379
ADJUSTED EARNINGS PER SHARE:
Basic	$	2.71		$	1.52
Diluted	$	2.68		$	1.50

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONSOLIDATED SOURCES AND USES REPORT (UNAUDITED)
(dollars in thousands)
	Three months ended
	September 30,			September 30,
	2026			2025
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD	$	231,188		$	265,293
Net cash provided by operating activities, excluding customers’ advances, net	162,311			142,005
Increase (decrease) in customers’ advances, net	22,848			(2,582)
Investments in property and equipment, net	(190,683)			(103,490)
Debt repaid, net	(7,301)			(6,875)
Effect of foreign currency exchange rate change	2,385			(1,609)
Proceeds from (investments in) deposits	30,000			(20,000)
CASH AND CASH EQUIVALENTS – END OF PERIOD	$	250,748		$	272,742

TOWER SEMICONDUCTOR LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)
	Three months ended
	September 30,			September 30,
	2026			2025
CASH FLOWS – OPERATING ACTIVITIES
Net profit for the period	$	119,885		$	53,446
Adjustments to reconcile net profit for the period
to net cash provided by operating activities:
Income and expense items not involving cash flows:
Depreciation and amortization *	90,461			76,456
Other expense (income), net	3,512			(122)
Changes in assets and liabilities, net:
Trade accounts receivable	(23,270)			1,853
Other current assets	8,182			6,770
Inventories	(16,573)			(1,983)
Other long term assets	(41,337)			—
Trade accounts payable	22,615			(6,516)
Deferred revenue	(3,278)			6,805
Other current liabilities	(8,016)			2,958
Other long-term liabilities	10,130			2,338
Increase (decrease) in customers’ advances, net	22,848			(2,582)
Net cash provided by operating activities	185,159			139,423
CASH FLOWS – INVESTING ACTIVITIES
Investments in property and equipment, net	(190,683)			(103,490)
Proceeds from (investments in) deposits	30,000			(20,000)
Net cash used in investing activities	(160,683)			(123,490)
CASH FLOWS – FINANCING ACTIVITIES
Debt repaid, net	(7,301)			(6,875)
Net cash used in financing activities	(7,301)			(6,875)
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGE	2,385			(1,609)
INCREASE IN CASH AND CASH EQUIVALENTS	19,560			7,449
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD	231,188			265,293
CASH AND CASH EQUIVALENTS – END OF PERIOD	$	250,748		$	272,742
* Includes stock based compensation and amortization of acquired intangible assets in the amounts of $11,042 and $9,111 for the 3 months periods ended September 30, 2026 and September 30, 2025, respectively.

Recognized First HPC Lease Revenue 

Expanded Barber Lake Lease Term to 20 Years, Increasing Contracted Revenue to $9.1 Billion

Received Conditional Base Load Classification for Colchis (1 GW)

Began Development of Lateral Pipelines to Facilitate up to 2.5 GW of On-Site Generation for Data Center Expansion

NEW YORK, Nov. 02, 2026 (GLOBE NEWSWIRE) — Cipher Digital Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”), a leading developer, owner, and operator of industrial-scale data centers, today announced its third quarter 2026 financial results, with an update on its operations and business strategy.

The third quarter marked a milestone in Cipher’s transition to a leading HPC development platform, as the Company recognized its first HPC lease revenue following rent commencement at Black Pearl. Across Black Pearl and Barber Lake, multiple data halls are scheduled to come online through year-end.

Cipher also highlighted its previously announced amendment to the Barber Lake lease, which adds a second 10-year term directly with a leading AI lab. The amendment increases total contracted revenue at the site to approximately $9.1 billion, adding approximately $5.2 billion of incremental rent. It also establishes a phased delivery schedule aligned with the tenant’s compute deployment, and construction remains on track to deliver against the amended schedule.

In the third quarter, the Company received conditional classifications across several pipeline sites through ERCOT’s Batch Zero process, including a conditional base load classification for 1 GW at Colchis and conditional studied load classifications with Provisional Controllable Load Resource (“PCLR”) designations for an additional 1.6 GW.

The Company also commenced development of lateral natural gas pipelines capable of supporting up to 2.5 GW of on-site generation, and acquired Horizon, a 70 MW site in Texas expected to energize in 2029. The pipeline also includes 270 MW of capacity available in 2027, for which the Company continues to advance tenant discussions and design work. Cipher’s development pipeline today totals approximately 5.9 GW.

“Cipher was built for this market, and this quarter we took important steps to strengthen our position for the long term,” said Tyler Page, Chief Executive Officer. “The decisions we made early on about who we partner with, how we structure our projects, how we navigate a dynamic regulatory environment and how we engage with our communities were made for exactly these conditions. Demand for compute is growing, and our relationships with leading hyperscalers and AI labs are deepening. We are adding new capacity to our pipeline, investing earlier in every project and advancing design work before committing to new leases, so we are well positioned for our next phase of growth.”

Finance and Operations Highlights

• Recognized first HPC lease revenue
• Delivered first capacity at Black Pearl with additional capacity across all three campuses expected to come online in phases over the coming months
• Expanded the Barber Lake lease to a 20-year term, increasing total contracted revenue at the site to approximately $9.1 billion
• Acquired Horizon, a 70 MW Site in Texas with energization expected in 2029
• Completed an $850 million offering of 0.000% convertible senior notes due 2032, funding additional equity investment into Barber Lake in connection with the lease expansion, with associated capped call transactions raising the effective conversion price to $28.35 per share
• Equitized approximately $165.9 million of the 1.750% convertible notes due 2030, retiring more than 90% of those notes
• Received a conditional base load classification for 1 GW and conditional studied load classifications for 1.6 GW with PCLR designations, through ERCOT’s Batch Zero process
• Commenced development of lateral pipelines to support up to 2.5 GW of potential on-site generation across multiple sites
• Barber Lake data center construction on track to meet the amended milestones
• Black Pearl data center continues to progress towards completion with ongoing equipment installation and energization across various data halls
• Stingray construction advancing, with steel erection progressing on schedule and shell construction expected to be completed in the fourth quarter
• Q3 2026 Revenue of $27 million and Adjusted EBITDA of negative $10 million

Business Update Call and Webcast

The live webcast and a webcast replay of the conference call can be accessed from the investor relations section of Cipher’s website at https://investors.cipherdigital.com/.

About Cipher

Cipher develops and operates industrial-scale data centers engineered for next-generation computing at the highest standards of innovation, precision, and excellence. The Company brings together deep expertise across power sourcing, construction, engineering, operations, real estate, and technology to deliver high-quality data centers purpose built for HPC workloads. By partnering with premier tenants, Cipher seeks to meet the growing demand for industrial-scale data center capacity and become a leading HPC development platform that is built for hyperscale. To learn more about Cipher, please visit https://www.cipherdigital.com/.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, such as, statements about the Company’s beliefs and expectations regarding its future results of operations and financial position, its planned business model and strategy, its data center development, timing and likelihood of success, capacity, functionality and timing of operation of data centers, expectations regarding the operations of data centers, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and its management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts it may make to modify aspects of its business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, the ability of Cipher’s customers, tenants, and other counterparties to perform their contractual obligations, the ability to Cipher to complete its data centers and future strategic growth initiatives in a timely manner or within anticipated cost estimates, risks relating to the development, construction, and operation of Cipher’s data centers, the availability of capital and financing on acceptable terms, changes in market demand, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Cipher’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 24, 2026, Cipher’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 4, 2026, Cipher’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026 to be filed with the SEC and in Cipher’s subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Website Disclosure

The Company maintains a dedicated investor website at https://investors.cipherdigital.com/investors (“Investors’ Website”). Financial and other important information regarding the Company is routinely posted on and accessible through the Investors Website. Cipher uses its Investors’ Website as a distribution channel of material information about the Company, including through press releases, investor presentations, reports and notices of upcoming events. Cipher intends to utilize its Investors’ Website as a channel of distribution to reach public investors and as a means of disclosing material non-public information for complying with disclosure obligations under Regulation FD. In addition, you may sign up to automatically receive email alerts and other information about the Company by visiting the “Email Alerts” option under the Investors Resources section of Cipher’s Investors’ Website and submitting your email address.

Non-GAAP Financial Measures

This press release includes supplemental financial measures Adjusted EBITDA, that excludes the impact of (i) interest income, (ii) interest expense, (iii) income taxes, (iv) depreciation and amortization, (v) the non-cash change in fair value of derivative asset, (vi) share-based compensation expense, (vii) nonrecurring gains and losses, (viii) the non-cash change in fair value of warrant liability, (ix) non-cash losses related to miners reclassified as held for sale, (x) impairment of long-lived assets, and (xi) non-cash disposal of miners.

Beginning with the three months ended March 31, 2026, the Company changed its primary non-GAAP performance from “Adjusted Earnings (Loss)” to Adjusted EBITDA. Adjusted EBITDA differs from Adjusted Earnings (Loss) only in that, in addition to the adjustments previously made to compute Adjusted Earnings (Loss), Adjusted EBITDA also excludes interest expense, interest income, and current income tax expense. We believe Adjusted EBITDA is more representative of the Company’s core operating performance, more comparable to measures used by industry peers, and more useful to investors evaluating our underlying business. The reconciliation table below presents Adjusted EBITDA for both periods presented under the Company’s new methodology. The Company does not intend to report Adjusted Earnings (Loss) in future periods.

These supplemental financial measures are not measurements of financial performance under accounting principles generally accepted in the United States (“GAAP”) and, as a result, these supplemental financial measures may not be comparable to similarly titled measures of other companies. Management uses these non-GAAP financial measures internally to help understand, manage, and evaluate our business performance and to help make operating decisions. We believe the use of these non-GAAP financial measures can also facilitate comparison of our operating results to those of our competitors by excluding certain items that vary in our industry based on company policy.

Non-GAAP financial measures are subject to material limitations as they are not in accordance with, or a substitute for, measurements prepared in accordance with GAAP. For example, we expect that share-based compensation expense, which is excluded from the non-GAAP financial measure, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers and directors. Similarly, we expect that depreciation and amortization will continue to be a recurring expense over the term of the useful life of the related assets. Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our condensed consolidated financial statements, which have been prepared in accordance with GAAP. We rely primarily on such condensed consolidated financial statements to understand, manage and evaluate our business performance and use the non-GAAP financial measures only supplementally.

Contacts:

Investor Contact:
Courtney Knight
Head of Investor Relations
courtney.knight@cipherdigital.com

Media Contact:
Ryan Dicovitsky
Dukas Linden Public Relations
CipherDigital@DLPR.com

CIPHER DIGITAL INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except for share and per share amounts) (unaudited)
	September 30, 2026				December 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	656,009			$	628,263
Restricted cash, current		1,719,403				1,761,292
Accounts receivable		20,469				687
Receivables, related party		–				271
Prepaid expenses and other current assets		56,342				7,977
Bitcoin		25,943				125,400
Miners held for sale		–				94,879
Derivative asset, current		8,770				34,090
Total current assets		2,486,936				2,652,859
Restricted cash, non-current		477,182				275,076
Property and equipment, net		3,899,880				633,417
Intangible assets, net		125,094				77,388
Investment in equity investees		–				29,400
Derivative asset, non-current		–				22,720
Operating lease right-of-use asset		32,322				11,321
Security deposits		89,565				27,732
Other non-current assets		555,075				561,995
Total assets	$	7,666,054			$	4,291,908
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	216,987			$	40,064
Accrued expenses and other current liabilities		628,770				90,086
Finance lease liability, current portion		4,389				4,237
Operating lease liability, current portion		2,450				1,731
Warrant liability		504,880				525,160
Short-term borrowings		112,704				37,793
Total current liabilities		1,470,180				699,071
Deferred revenue		46,185				–
Long-term borrowings, net		5,447,174				2,711,648
Asset retirement obligations		24,082				33,696
Finance lease liability		17,930				3,094
Operating lease liability		34,578				8,545
Total liabilities		7,040,129				3,456,054
Commitments and contingencies (Note 13)
Redeemable noncontrolling interest		25,670				30,319
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of September 30, 2026, and December 31, 2025		–				–
Common stock, $0.001 par value, 1,000,000,000 and 1,000,000,000 shares authorized as of September 30, 2026 and December 31, 2025, respectively, 425,237,783 and 412,074,529 shares issued as of September 30, 2026 and December 31, 2025, respectively, and 415,092,825 and 404,963,061 shares outstanding as of September 30, 2026, and December 31, 2025, respectively		425				412
Additional paid-in capital		1,953,736				1,808,786
Accumulated deficit		(1,353,896	)			(1,003,656	)
Treasury stock, at par, 10,144,958 and 7,111,468 shares at September 30, 2026 and December 31, 2025, respectively		(10	)			(7	)
Total stockholders’ equity		600,255				805,535
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity	$	7,666,054			$	4,291,908

CIPHER DIGITAL INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except for share and per share amounts) (unaudited)
	Three Months Ended September 30,								Nine Months Ended September 30,
	2026				2025				2026				2025
Revenue – bitcoin mining	$	20,849			$	71,707			$	80,524			$	164,231
Revenue – HPC leasing		5,852				–				5,852				–
Total revenue		26,701				71,707				86,376				164,231
Costs and operating (expenses) income
Cost of revenue – bitcoin mining		(14,638	)			(26,733	)			(46,487	)			(56,957	)
Cost of revenue – HPC leasing		(726	)			–				(1,629	)			–
Compensation and benefits		(38,555	)			(14,445	)			(115,917	)			(44,407	)
General and administrative		(26,359	)			(8,167	)			(54,578	)			(26,196	)
Depreciation and amortization		(18,821	)			(59,549	)			(57,200	)			(147,102	)
Change in fair value of power purchase agreement		(13,910	)			(9,030	)			(48,040	)			(17,180	)
Power sales		4,251				2,335				8,684				4,702
Equity in losses of equity investees		–				(1,479	)			(1,601	)			(8,472	)
Unrealized gains (losses) on fair value of bitcoin		12,394				108				33,055				(2,927	)
Realized gains (losses) on sale of bitcoin		481				7,535				(47,251	)			16,092
Other operating income (losses)		(2,733	)			101				(20,432	)			(2,732	)
Total costs and operating expenses		(98,616	)			(109,324	)			(351,396	)			(285,179	)
Operating loss		(71,915	)			(37,617	)			(265,020	)			(120,948	)
Other income (expense)
Interest income		32,684				457				100,135				943
Interest expense		(58,994	)			(1,286	)			(184,888	)			(3,200	)
Change in fair value of warrant liability		127,180				31,860				20,280				31,860
Other income (expenses)		2,587				3,000				(20,036	)			4,064
Total other income (expense)		103,457				34,031				(84,509	)			33,667
Income (loss) before taxes		31,542				(3,586	)			(349,529	)			(87,281	)
Current income tax benefit (expense)		54				767				(720	)			(1,157	)
Deferred income tax (expense) benefit		–				(464	)			–				399
Total income tax benefit (expense)		54				303				(720	)			(758	)
Net income (loss)		31,596				(3,283	)			(350,249	)			(88,039	)
Less: Net loss attributable to redeemable noncontrolling interest		9				–				9				–
Net income (loss) available for common stockholders	$	31,605			$	(3,283	)		$	(350,240	)		$	(88,039	)
Earnings (loss) per share – basic	$	0.08			$	(0.01	)		$	(0.85	)		$	(0.23	)
Earnings (loss) per share – diluted	$	(0.22	)		$	(0.01	)		$	(0.85	)		$	(0.23	)
Weighted average shares outstanding – basic		414,996,770				393,191,623				409,866,599				376,372,526
Weighted average shares outstanding – diluted		439,694,022				393,191,623				409,866,599				376,372,526

Non-GAAP Financial Measures

The following is a reconciliation of our Adjusted EBITDA, which excludes the impact of (i) interest income, (ii) interest expense, (iii) income taxes, (iv) depreciation and amortization, (v) the non-cash change in fair value of derivative asset, (vi) share-based compensation expense, (vii) nonrecurring gains and losses, (viii) the non-cash change in fair value of warrant liability, (ix) non-cash losses related to miners reclassified as held for sale, (x) impairment of long-lived assets, and (xi) non-cash disposal of miners, to the most directly comparable GAAP measure for the periods indicated (in thousands).

	Three Months Ended September 30,								Nine Months Ended September 30,
	2026				2025				2026				2025
Reconciliation of Adjusted EBITDA:
Net income (loss)	$	31,596			$	(3,283	)		$	(350,249	)		$	(88,039	)
Interest income		(32,684	)			(457	)			(100,135	)			(943	)
Interest expense		58,994				1,286				184,888				3,200
Total income tax expense		(54	)			(303	)			720				758
Depreciation and amortization		18,821				59,549				57,200				147,102
EBITDA	$	76,673			$	56,792			$	(207,576	)		$	62,078
Change in fair value of power purchase agreement		13,910				9,030				48,040				17,180
Share-based compensation expense		26,634				9,074				84,208				28,736
Other (gains) losses – nonrecurring		—				(2,246	)			—				4,049
Change in fair value of warrant liability		(127,180	)			(31,860	)			(20,280	)			(31,860	)
Loss on miners held for sale		—				—				7,437				—
Adjusted EBITDA	$	(9,963	)		$	40,790			$	(88,171	)		$	80,183

Recognized First HPC Lease Revenue 

Expanded Barber Lake Lease Term to 20 Years, Increasing Contracted Revenue to $9.1 Billion

Received Conditional Base Load Classification for Colchis (1 GW)

Began Development of Lateral Pipelines to Facilitate up to 2.5 GW of On-Site Generation for Data Center Expansion

NEW YORK, Nov. 02, 2026 (GLOBE NEWSWIRE) — Cipher Digital Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”), a leading developer, owner, and operator of industrial-scale data centers, today announced its third quarter 2026 financial results, with an update on its operations and business strategy.

The third quarter marked a milestone in Cipher’s transition to a leading HPC development platform, as the Company recognized its first HPC lease revenue following rent commencement at Black Pearl. Across Black Pearl and Barber Lake, multiple data halls are scheduled to come online through year-end.

Cipher also highlighted its previously announced amendment to the Barber Lake lease, which adds a second 10-year term directly with a leading AI lab. The amendment increases total contracted revenue at the site to approximately $9.1 billion, adding approximately $5.2 billion of incremental rent. It also establishes a phased delivery schedule aligned with the tenant’s compute deployment, and construction remains on track to deliver against the amended schedule.

In the third quarter, the Company received conditional classifications across several pipeline sites through ERCOT’s Batch Zero process, including a conditional base load classification for 1 GW at Colchis and conditional studied load classifications with Provisional Controllable Load Resource (“PCLR”) designations for an additional 1.6 GW.

The Company also commenced development of lateral natural gas pipelines capable of supporting up to 2.5 GW of on-site generation, and acquired Horizon, a 70 MW site in Texas expected to energize in 2029. The pipeline also includes 270 MW of capacity available in 2027, for which the Company continues to advance tenant discussions and design work. Cipher’s development pipeline today totals approximately 5.9 GW.

“Cipher was built for this market, and this quarter we took important steps to strengthen our position for the long term,” said Tyler Page, Chief Executive Officer. “The decisions we made early on about who we partner with, how we structure our projects, how we navigate a dynamic regulatory environment and how we engage with our communities were made for exactly these conditions. Demand for compute is growing, and our relationships with leading hyperscalers and AI labs are deepening. We are adding new capacity to our pipeline, investing earlier in every project and advancing design work before committing to new leases, so we are well positioned for our next phase of growth.”

Finance and Operations Highlights

• Recognized first HPC lease revenue
• Delivered first capacity at Black Pearl with additional capacity across all three campuses expected to come online in phases over the coming months
• Expanded the Barber Lake lease to a 20-year term, increasing total contracted revenue at the site to approximately $9.1 billion
• Acquired Horizon, a 70 MW Site in Texas with energization expected in 2029
• Completed an $850 million offering of 0.000% convertible senior notes due 2032, funding additional equity investment into Barber Lake in connection with the lease expansion, with associated capped call transactions raising the effective conversion price to $28.35 per share
• Equitized approximately $165.9 million of the 1.750% convertible notes due 2030, retiring more than 90% of those notes
• Received a conditional base load classification for 1 GW and conditional studied load classifications for 1.6 GW with PCLR designations, through ERCOT’s Batch Zero process
• Commenced development of lateral pipelines to support up to 2.5 GW of potential on-site generation across multiple sites
• Barber Lake data center construction on track to meet the amended milestones
• Black Pearl data center continues to progress towards completion with ongoing equipment installation and energization across various data halls
• Stingray construction advancing, with steel erection progressing on schedule and shell construction expected to be completed in the fourth quarter
• Q3 2026 Revenue of $27 million and Adjusted EBITDA of negative $10 million

Business Update Call and Webcast

The live webcast and a webcast replay of the conference call can be accessed from the investor relations section of Cipher’s website at https://investors.cipherdigital.com/.

About Cipher

Cipher develops and operates industrial-scale data centers engineered for next-generation computing at the highest standards of innovation, precision, and excellence. The Company brings together deep expertise across power sourcing, construction, engineering, operations, real estate, and technology to deliver high-quality data centers purpose built for HPC workloads. By partnering with premier tenants, Cipher seeks to meet the growing demand for industrial-scale data center capacity and become a leading HPC development platform that is built for hyperscale. To learn more about Cipher, please visit https://www.cipherdigital.com/.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, such as, statements about the Company’s beliefs and expectations regarding its future results of operations and financial position, its planned business model and strategy, its data center development, timing and likelihood of success, capacity, functionality and timing of operation of data centers, expectations regarding the operations of data centers, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and its management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: volatility in the price of Cipher’s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipher’s evolving business model and strategy and efforts it may make to modify aspects of its business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipher’s business, the ability of Cipher’s customers, tenants, and other counterparties to perform their contractual obligations, the ability to Cipher to complete its data centers and future strategic growth initiatives in a timely manner or within anticipated cost estimates, risks relating to the development, construction, and operation of Cipher’s data centers, the availability of capital and financing on acceptable terms, changes in market demand, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Cipher’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on February 24, 2026, Cipher’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 4, 2026, Cipher’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026 to be filed with the SEC and in Cipher’s subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Website Disclosure

The Company maintains a dedicated investor website at https://investors.cipherdigital.com/investors (“Investors’ Website”). Financial and other important information regarding the Company is routinely posted on and accessible through the Investors Website. Cipher uses its Investors’ Website as a distribution channel of material information about the Company, including through press releases, investor presentations, reports and notices of upcoming events. Cipher intends to utilize its Investors’ Website as a channel of distribution to reach public investors and as a means of disclosing material non-public information for complying with disclosure obligations under Regulation FD. In addition, you may sign up to automatically receive email alerts and other information about the Company by visiting the “Email Alerts” option under the Investors Resources section of Cipher’s Investors’ Website and submitting your email address.

Non-GAAP Financial Measures

This press release includes supplemental financial measures Adjusted EBITDA, that excludes the impact of (i) interest income, (ii) interest expense, (iii) income taxes, (iv) depreciation and amortization, (v) the non-cash change in fair value of derivative asset, (vi) share-based compensation expense, (vii) nonrecurring gains and losses, (viii) the non-cash change in fair value of warrant liability, (ix) non-cash losses related to miners reclassified as held for sale, (x) impairment of long-lived assets, and (xi) non-cash disposal of miners.

Beginning with the three months ended March 31, 2026, the Company changed its primary non-GAAP performance from “Adjusted Earnings (Loss)” to Adjusted EBITDA. Adjusted EBITDA differs from Adjusted Earnings (Loss) only in that, in addition to the adjustments previously made to compute Adjusted Earnings (Loss), Adjusted EBITDA also excludes interest expense, interest income, and current income tax expense. We believe Adjusted EBITDA is more representative of the Company’s core operating performance, more comparable to measures used by industry peers, and more useful to investors evaluating our underlying business. The reconciliation table below presents Adjusted EBITDA for both periods presented under the Company’s new methodology. The Company does not intend to report Adjusted Earnings (Loss) in future periods.

These supplemental financial measures are not measurements of financial performance under accounting principles generally accepted in the United States (“GAAP”) and, as a result, these supplemental financial measures may not be comparable to similarly titled measures of other companies. Management uses these non-GAAP financial measures internally to help understand, manage, and evaluate our business performance and to help make operating decisions. We believe the use of these non-GAAP financial measures can also facilitate comparison of our operating results to those of our competitors by excluding certain items that vary in our industry based on company policy.

Non-GAAP financial measures are subject to material limitations as they are not in accordance with, or a substitute for, measurements prepared in accordance with GAAP. For example, we expect that share-based compensation expense, which is excluded from the non-GAAP financial measure, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers and directors. Similarly, we expect that depreciation and amortization will continue to be a recurring expense over the term of the useful life of the related assets. Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our condensed consolidated financial statements, which have been prepared in accordance with GAAP. We rely primarily on such condensed consolidated financial statements to understand, manage and evaluate our business performance and use the non-GAAP financial measures only supplementally.

Contacts:

Investor Contact:
Courtney Knight
Head of Investor Relations
courtney.knight@cipherdigital.com

Media Contact:
Ryan Dicovitsky
Dukas Linden Public Relations
CipherDigital@DLPR.com

CIPHER DIGITAL INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except for share and per share amounts) (unaudited)
	September 30, 2026				December 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	656,009			$	628,263
Restricted cash, current		1,719,403				1,761,292
Accounts receivable		20,469				687
Receivables, related party		–				271
Prepaid expenses and other current assets		56,342				7,977
Bitcoin		25,943				125,400
Miners held for sale		–				94,879
Derivative asset, current		8,770				34,090
Total current assets		2,486,936				2,652,859
Restricted cash, non-current		477,182				275,076
Property and equipment, net		3,899,880				633,417
Intangible assets, net		125,094				77,388
Investment in equity investees		–				29,400
Derivative asset, non-current		–				22,720
Operating lease right-of-use asset		32,322				11,321
Security deposits		89,565				27,732
Other non-current assets		555,075				561,995
Total assets	$	7,666,054			$	4,291,908
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	216,987			$	40,064
Accrued expenses and other current liabilities		628,770				90,086
Finance lease liability, current portion		4,389				4,237
Operating lease liability, current portion		2,450				1,731
Warrant liability		504,880				525,160
Short-term borrowings		112,704				37,793
Total current liabilities		1,470,180				699,071
Deferred revenue		46,185				–
Long-term borrowings, net		5,447,174				2,711,648
Asset retirement obligations		24,082				33,696
Finance lease liability		17,930				3,094
Operating lease liability		34,578				8,545
Total liabilities		7,040,129				3,456,054
Commitments and contingencies (Note 13)
Redeemable noncontrolling interest		25,670				30,319
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of September 30, 2026, and December 31, 2025		–				–
Common stock, $0.001 par value, 1,000,000,000 and 1,000,000,000 shares authorized as of September 30, 2026 and December 31, 2025, respectively, 425,237,783 and 412,074,529 shares issued as of September 30, 2026 and December 31, 2025, respectively, and 415,092,825 and 404,963,061 shares outstanding as of September 30, 2026, and December 31, 2025, respectively		425				412
Additional paid-in capital		1,953,736				1,808,786
Accumulated deficit		(1,353,896	)			(1,003,656	)
Treasury stock, at par, 10,144,958 and 7,111,468 shares at September 30, 2026 and December 31, 2025, respectively		(10	)			(7	)
Total stockholders’ equity		600,255				805,535
Total liabilities, redeemable noncontrolling interest, and stockholders’ equity	$	7,666,054			$	4,291,908

CIPHER DIGITAL INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except for share and per share amounts) (unaudited)
	Three Months Ended September 30,								Nine Months Ended September 30,
	2026				2025				2026				2025
Revenue – bitcoin mining	$	20,849			$	71,707			$	80,524			$	164,231
Revenue – HPC leasing		5,852				–				5,852				–
Total revenue		26,701				71,707				86,376				164,231
Costs and operating (expenses) income
Cost of revenue – bitcoin mining		(14,638	)			(26,733	)			(46,487	)			(56,957	)
Cost of revenue – HPC leasing		(726	)			–				(1,629	)			–
Compensation and benefits		(38,555	)			(14,445	)			(115,917	)			(44,407	)
General and administrative		(26,359	)			(8,167	)			(54,578	)			(26,196	)
Depreciation and amortization		(18,821	)			(59,549	)			(57,200	)			(147,102	)
Change in fair value of power purchase agreement		(13,910	)			(9,030	)			(48,040	)			(17,180	)
Power sales		4,251				2,335				8,684				4,702
Equity in losses of equity investees		–				(1,479	)			(1,601	)			(8,472	)
Unrealized gains (losses) on fair value of bitcoin		12,394				108				33,055				(2,927	)
Realized gains (losses) on sale of bitcoin		481				7,535				(47,251	)			16,092
Other operating income (losses)		(2,733	)			101				(20,432	)			(2,732	)
Total costs and operating expenses		(98,616	)			(109,324	)			(351,396	)			(285,179	)
Operating loss		(71,915	)			(37,617	)			(265,020	)			(120,948	)
Other income (expense)
Interest income		32,684				457				100,135				943
Interest expense		(58,994	)			(1,286	)			(184,888	)			(3,200	)
Change in fair value of warrant liability		127,180				31,860				20,280				31,860
Other income (expenses)		2,587				3,000				(20,036	)			4,064
Total other income (expense)		103,457				34,031				(84,509	)			33,667
Income (loss) before taxes		31,542				(3,586	)			(349,529	)			(87,281	)
Current income tax benefit (expense)		54				767				(720	)			(1,157	)
Deferred income tax (expense) benefit		–				(464	)			–				399
Total income tax benefit (expense)		54				303				(720	)			(758	)
Net income (loss)		31,596				(3,283	)			(350,249	)			(88,039	)
Less: Net loss attributable to redeemable noncontrolling interest		9				–				9				–
Net income (loss) available for common stockholders	$	31,605			$	(3,283	)		$	(350,240	)		$	(88,039	)
Earnings (loss) per share – basic	$	0.08			$	(0.01	)		$	(0.85	)		$	(0.23	)
Earnings (loss) per share – diluted	$	(0.22	)		$	(0.01	)		$	(0.85	)		$	(0.23	)
Weighted average shares outstanding – basic		414,996,770				393,191,623				409,866,599				376,372,526
Weighted average shares outstanding – diluted		439,694,022				393,191,623				409,866,599				376,372,526

Non-GAAP Financial Measures

The following is a reconciliation of our Adjusted EBITDA, which excludes the impact of (i) interest income, (ii) interest expense, (iii) income taxes, (iv) depreciation and amortization, (v) the non-cash change in fair value of derivative asset, (vi) share-based compensation expense, (vii) nonrecurring gains and losses, (viii) the non-cash change in fair value of warrant liability, (ix) non-cash losses related to miners reclassified as held for sale, (x) impairment of long-lived assets, and (xi) non-cash disposal of miners, to the most directly comparable GAAP measure for the periods indicated (in thousands).

	Three Months Ended September 30,								Nine Months Ended September 30,
	2026				2025				2026				2025
Reconciliation of Adjusted EBITDA:
Net income (loss)	$	31,596			$	(3,283	)		$	(350,249	)		$	(88,039	)
Interest income		(32,684	)			(457	)			(100,135	)			(943	)
Interest expense		58,994				1,286				184,888				3,200
Total income tax expense		(54	)			(303	)			720				758
Depreciation and amortization		18,821				59,549				57,200				147,102
EBITDA	$	76,673			$	56,792			$	(207,576	)		$	62,078
Change in fair value of power purchase agreement		13,910				9,030				48,040				17,180
Share-based compensation expense		26,634				9,074				84,208				28,736
Other (gains) losses – nonrecurring		—				(2,246	)			—				4,049
Change in fair value of warrant liability		(127,180	)			(31,860	)			(20,280	)			(31,860	)
Loss on miners held for sale		—				—				7,437				—
Adjusted EBITDA	$	(9,963	)		$	40,790			$	(88,171	)		$	80,183