Year-to-Date GAAP Earnings Per Share Improved by 7%

HAMPTON, N.H., Nov. 02, 2026 (GLOBE NEWSWIRE) — Unitil Corporation (NYSE: UTL) (unitil.com) (Unitil or the Company) today announced Net Income (Loss) of ($1.5) million, or ($0.08) in Earnings Per Share (EPS) for the third quarter of 2026, a decrease of $1.2 million in Net Income, or $0.06 in EPS, compared to the third quarter of 2025. For the nine months ended September 30, 2026, the Company reported Net Income of $36.4 million, or $2.02 in EPS, an increase of $5.2 million in Net Income, or $0.13 in EPS, when compared to the first nine months of 2025. The Company’s Adjusted Net Income (Loss) (a non-GAAP financial measure1), which excluded transaction-related costs in connection with the acquisition of Bangor Natural Gas Company (Bangor), Maine Natural Gas Company (Maine Natural), Aquarion Water Company of New Hampshire, Inc., and Abenaki Water Co., Inc. (the Aquarion Companies), was ($0.7) million, or ($0.04) in EPS. Adjusted Net Income (Loss) decreased $1.1 million, or ($0.07) in EPS when compared to the third quarter of 2025. For the nine months ended September 30, 2026, the Company’s Adjusted Net Income, which excluded transaction-related costs in connection with the acquisition of Bangor, Maine Natural and the Aquarion Companies, was $38.3 million, or $2.12 in EPS, an increase of $4.8 million, or $0.09 in EPS compared to the first nine months of 2025.

“We are pleased with the Company’s strong operational and financial performance through the first nine months of 2026,” said Thomas P. Meissner, Jr., Unitil’s Chairman and Chief Executive Officer. “Following the successful completion of the Aquarion transaction, the integration of our water utility operations is progressing as expected and we recently issued our 2026 Corporate Sustainability and Responsibility Report, which describes our accomplishments, initiatives, and commitments related to sustainable practices and creating long-term sustainable value for stakeholders.”

Electric GAAP Gross Margin was $26.1 million in the three months ended September 30, 2026, an increase of $1.0 million compared to the same period in 2025. Electric GAAP Gross Margin was $70.4 million in the nine months ended September 30, 2026, an increase of $7.7 million compared to the same period in 2025. The three-month period increase was driven by higher rates and customer growth of $1.7 million, partially offset by higher depreciation and amortization expense of $0.7 million. The nine-month period increase was driven by higher rates of $10.3 million, partially offset by higher depreciation and amortization expense of $1.9 million and a one-time reduction of FERC transmission revenue of $0.7 million.

________________________
1 The accompanying Supplemental Information more fully describes the non-GAAP financial measures used in this press release and includes a reconciliation of the non-GAAP financial measures to the financial measures that the Company’s management believes are the most comparable GAAP financial measures. The Supplemental Information also includes a discussion of the changes in the most comparable GAAP financial measures for the periods presented.
________________________

Electric Adjusted Gross Margin (a non-GAAP financial measure1) was $34.8 million and $96.0 million in the three and nine months ended September 30, 2026, respectively, increases of $1.7 million and $9.6 million, respectively, compared to the same periods in 2025. The increase in the three-month period reflects higher rates and customer growth of $1.7 million. The increase in the nine-month period reflects higher rates of $10.3 million, partially offset by a one-time reduction of FERC transmission revenue of $0.7 million.

Gas GAAP Gross Margin was $13.5 million in the three months ended September 30, 2026, an increase of $1.1 million compared to the same period in 2025. Gas GAAP Gross Margin was $105.6 million in the nine months ended September 30, 2026, an increase of $12.9 million compared to the same period in 2025. The increase in the three-month period was driven by higher rates and customer growth of $2.6 million, partially offset by higher depreciation and amortization of $1.5 million. The increase in the nine-month period was driven by higher rates and customer growth of $15.8 million, the favorable effects of colder winter weather in 2026 of $1.4 million, partially offset by higher depreciation and amortization of $4.3 million. Included in gas operating revenue, cost of gas sales and depreciation and amortization for the three months ended September 30, 2026 was $2.9 million, $1.1 million and $0.9 million, respectively, related to Maine Natural. Included in gas operating revenue, cost of gas sales and depreciation and amortization for the nine months ended September 30, 2026 was $25.4 million, $14.9 million and $2.4 million, respectively, related to Maine Natural.

Gas Adjusted Gross Margin (a non-GAAP financial measure1) was $29.2 million and $151.9 million in the three and nine months ended September 30, 2026, respectively, increases of $2.6 million and $17.2 million, respectively, compared to the same periods in 2025. The increase in the three-month period reflects higher rates and customer growth of $2.6 million. The increase in the nine-month period was driven by higher rates and customer growth of $15.8 million and the favorable effects of colder winter weather in 2026 of $1.4 million. Included in the Gas Adjusted Gross Margin for the three and nine months ended September 30, 2026 was $1.8 million and $10.5 million, respectively, related to Maine Natural.

Water Revenues were $3.1 million for the three and nine months ended September 30, 2026. There were no Water Revenues recognized for the three and nine months ended September 30, 2025 as the acquisitions of the Aquarion Companies closed on June 30, 2026.

Operation and Maintenance (O&M) expenses increased $4.9 million and $8.2 million in the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025. The increase in the three-month period reflects higher utility operating costs of $2.6 million, higher labor and other costs of $2.2 million and higher acquisition costs of $0.1 million. The increase in the nine-month period reflects higher utility operating costs of $5.1 million, and higher labor and other costs of $3.8 million, partially offset by lower acquisition costs of $0.7 million. Included in O&M expenses for the three and nine months ended September 30, 2026 were $1.2 million and $3.9 million, respectively, related to Maine Natural and $1.2 million and $1.2 million, respectively, related to the Aquarion Companies. Excluding O&M expenses for Maine Natural, the Aquarion Companies and transaction costs, O&M expenses for legacy operations would have increased by $2.4 million and $3.8 million for the three and nine months ended September 30, 2026, respectively.

Depreciation and Amortization expense increased $2.6 million and $6.6 million in the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025. The increase in the three-month period reflects higher levels of utility plant in service, and higher amortization of recoverable storm costs and other deferred costs. The increase in the nine-month period reflects higher levels of utility plant in service and higher amortization of recoverable storm costs, partially offset by lower amortization of other deferred costs. Included in Depreciation and Amortization for the three and nine months ended September 30, 2026 was $0.9 million and $2.4 million, respectively, related to Maine Natural and $0.4 million and $0.4 million, respectively, related to the Aquarion Companies.

Taxes Other Than Income Taxes increased $0.1 million and $3.5 million in the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025. These increases reflect higher local property taxes on higher utility plant in service and higher payroll taxes. Included in Taxes Other Than Income Taxes for the three and nine months ended September 30, 2026 were $0.5 million and $1.3 million, respectively, related to Maine Natural and $0.2 million and $0.2 million, respectively, related to the Aquarion Companies.

Other Expense (Income), Net decreased $0.7 million and $0.9 million in the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025, primarily from lower retirement benefit costs.

Interest Expense, Net increased $2.1 million and $4.9 million in the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025, primarily reflecting higher levels of short-term borrowings and long-term debt, partially offset by lower interest expense for regulatory liabilities.

Provision for (Benefit from) Income Taxes increased $0.4 million in the three months ended September 30, 2026, compared with the same period in 2025, reflecting higher pre-tax loss in 2026. Provision for (Benefit from) Income Taxes increased $2.4 million in the nine months ended September 30, 2026, compared with the same period in 2025, reflecting higher pre-tax earnings in 2026.

At its January 2026, April 2026, July 2026 and October 2026 meetings, the Unitil Corporation Board of Directors declared quarterly dividends on the Company’s common stock of $0.475 per share. These quarterly dividends result in a current effective annualized dividend rate of $1.90 per share, representing an unbroken record of quarterly dividend payments since trading began in Unitil’s common stock.

The Company’s earnings are seasonal and are typically higher in the first and fourth quarters when customers use natural gas for heating purposes.

The Company will hold a quarterly conference call to discuss third quarter 2026 results on Tuesday, November 3, 2026, at 2:00 p.m. Eastern Time. This call is being webcast. This call, financial and other statistical information contained in the Company’s presentation on this call, and information required by Regulation G regarding non-GAAP financial measures can be accessed in the Investor Relations section of Unitil’s website, unitil.com.

About Unitil Corporation

Unitil Corporation provides energy for life by safely and reliably delivering electricity, natural gas, and water in New England. We are committed to the communities we serve and to developing people, business practices, and technologies that lead to the dependable, efficient delivery of energy and water. Unitil Corporation is a public utility holding company with operations in New Hampshire, Maine, and Massachusetts. Unitil’s operating utilities serve approximately 110,100 electric customers, 105,000 natural gas customers, and 10,700 water customers. For more information about our people, technologies, and community involvement, please visit unitil.com.

Forward-Looking Statements

This press release may contain forward-looking statements. All statements, other than statements of historical fact, included in this press release are forward-looking statements. Forward-looking statements include declarations regarding Unitil’s beliefs and current expectations. These forward-looking statements are subject to the inherent risks and uncertainties in predicting future results and conditions that could cause the actual results to differ materially from those projected in these forward-looking statements. Some, but not all, of the risks and uncertainties include the following: hazards and operating risks relating to the Company’s electric, natural gas and water distribution activities; fluctuations in the supply of, the demand for, and the prices of, energy commodities and transmission and transportation capacity and Unitil’s ability to recover energy commodity costs in its rates; catastrophic events; cyber-attacks, acts of terrorism, acts of war, severe weather, a solar event, an electromagnetic event, a natural disaster, the age and condition of information technology assets, human error, or other factors could disrupt the Company’s operations; outsourcing of services to third parties could expose the Company to substandard quality of service delivery or substandard deliverables; unforeseen or changing circumstances, which could adversely affect the reduction of company-wide direct greenhouse gas emissions; Unitil’s regulatory environment (including regulations relating to climate change, water quality, greenhouse gas emissions, environmental matters, and infrastructure requirements); general economic conditions; the Company’s ability to obtain debt or equity financing on acceptable terms; increases in interest rates; the Company’s payment of dividends in the future; declines in capital market valuations; the Company’s ability to consummate acquisitions or other strategic transactions; ability to integrate the Aquarion Companies and achieve expected synergies and cost savings; impairment of the Company’s assets; restrictive covenants contained in the terms of the Company’s and its subsidiaries’ indebtedness; customers’ preferred energy sources; severe storms and Unitil’s ability to recover storm costs in its rates; variations in weather; long-term global climate change; water quality and contamination risks, including liability for contaminants such as PFAS and compliance with water quality standards; the availability and cost of water supply, including risks related to drought, aquifer conditions, and water rights; the age and condition of water infrastructure and the cost of necessary repairs, replacements, and capital improvements; customer rate sensitivity and regulatory limitations on rate recovery; macroeconomic events, including the imposition of tariffs; employee workforce factors, including the ability to attract and retain key personnel; Unitil’s ability to retain its existing customers and attract new customers; increased competition; and other presently unknown or unforeseen factors. Other risks are detailed in Unitil’s filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date they are made. Unitil undertakes no obligation, and does not intend, to update these forward-looking statements except as required by law.

For more information please contact:  

Christopher Goulding – Investor Relations   Amanda Vicinanzo – External Affairs
Phone: 603-773-6466   Phone: 603-691-7784
Email: gouldingc@unitil.com   Email: vicinanzoa@unitil.com


Supplemental Information; Non-GAAP Financial Measures

The Company’s earnings discussion includes Adjusted Net Income, a non-GAAP financial measure referencing the Company’s 2026 and 2025 GAAP Net Income adjusted for certain transaction costs related to the Company’s acquisitions of Bangor, Maine Natural and the Aquarion Companies. The Company’s management believes that the transaction costs related to the acquisitions of Bangor, Maine Natural and the Aquarion Companies, which are included in Operation and Maintenance expense on the Consolidated Statements of Earnings, are not indicative of the Company’s ongoing costs and not directly related to the ongoing operations of the business and therefore are not an indicator of baseline operating performance.

In the following tables the Company has reconciled Adjusted Net Income to GAAP Net Income, which we believe to be the most comparable GAAP financial measure.

(Millions, except per share data)  
    Three Months Ended September 30, 2026     Three Months Ended September 30, 2025  
    Amount     Per Share     Amount     Per Share  
GAAP Net Income (Loss)   $ (1.5 )   $ (0.08 )   $ (0.3 )   $ (0.02 )
Transaction Costs     0.8       0.04       0.7       0.05  
Adjusted Net Income (Loss)   $ (0.7 )   $ (0.04 )   $ 0.4     $ 0.03  
                         
    Nine Months Ended September 30, 2026     Nine Months Ended September 30, 2025  
    Amount     Per Share     Amount     Per Share  
GAAP Net Income   $ 36.4     $ 2.02     $ 31.2     $ 1.89  
Transaction Costs     1.9       0.10       2.3       0.14  
Adjusted Net Income   $ 38.3     $ 2.12     $ 33.5     $ 2.03  

The Company analyzes operating results using Electric and Gas Adjusted Gross Margins, which are non-GAAP financial measures. Electric Adjusted Gross Margin is calculated as Total Electric Operating Revenue less Cost of Electric Sales. Gas Adjusted Gross Margin is calculated as Total Gas Operating Revenues less Cost of Gas Sales. The Company’s management believes Electric and Gas Adjusted Gross Margins provide useful information to investors regarding profitability. Also, the Company’s management believes Electric and Gas Adjusted Gross Margins are important financial measures to analyze revenue from the Company’s ongoing operations because the approved cost of electric and gas sales are tracked, reconciled and passed through directly to customers in electric and gas tariff rates, resulting in an equal and offsetting amount reflected in Total Electric and Gas Operating Revenue.

In the following tables the Company has reconciled Electric and Gas Adjusted Gross Margin to GAAP Gross Margin, which we believe to be the most comparable GAAP financial measure. GAAP Gross Margin is calculated as Revenue less Cost of Sales and Depreciation and Amortization. The Company calculates Electric and Gas Adjusted Gross Margin as Revenue less Cost of Sales. The Company believes excluding Depreciation and Amortization, which are period costs and not related to volumetric sales, is a meaningful measure to inform investors of the Company’s profitability from electric and gas sales in the period.

Three Months Ended September 30, 2026 (millions)  
    Electric     Gas     Total  
Total Operating Revenue   $ 68.6     $ 40.9     $ 109.5  
Less: Cost of Sales     (33.8 )     (11.7 )     (45.5 )
Less: Depreciation and Amortization     (8.7 )     (15.7 )     (24.4 )
GAAP Gross Margin     26.1       13.5       39.6  
Depreciation and Amortization     8.7       15.7       24.4  
Adjusted Gross Margin   $ 34.8     $ 29.2     $ 64.0  
                         

Three Months Ended September 30, 2025 (millions)  
    Electric     Gas     Total  
Total Operating Revenue   $ 64.3     $ 36.8     $ 101.1  
Less: Cost of Sales     (31.2 )     (10.2 )     (41.4 )
Less: Depreciation and Amortization     (8.0 )     (14.2 )     (22.2 )
GAAP Gross Margin     25.1       12.4       37.5  
Depreciation and Amortization     8.0       14.2       22.2  
Adjusted Gross Margin   $ 33.1     $ 26.6     $ 59.7  

Nine Months Ended September 30, 2026 (millions)  
    Electric     Gas     Total  
Total Operating Revenue   $ 195.8     $ 247.6     $ 443.4  
Less: Cost of Sales     (99.8 )     (95.7 )     (195.5 )
Less: Depreciation and Amortization     (25.6 )     (46.3 )     (71.9 )
GAAP Gross Margin     70.4       105.6       176.0  
Depreciation and Amortization     25.6       46.3       71.9  
Adjusted Gross Margin   $ 96.0     $ 151.9     $ 247.9  
                         

Nine Months Ended September 30, 2025 (millions)  
    Electric     Gas     Total  
Total Operating Revenue   $ 175.5     $ 199.0     $ 374.5  
Less: Cost of Sales     (89.1 )     (64.3 )     (153.4 )
Less: Depreciation and Amortization     (23.7 )     (42.0 )     (65.7 )
GAAP Gross Margin     62.7       92.7       155.4  
Depreciation and Amortization     23.7       42.0       65.7  
Adjusted Gross Margin   $ 86.4     $ 134.7     $ 221.1  
                         

Selected financial data for 2026 and 2025 is presented in the following table:

Unitil Corporation – Condensed Consolidated Financial Data  
(Millions, except Per Share data) (Unaudited)  
           
  Three Months Ended September 30,     Nine Months Ended September 30,  
  2026     2025     Change     2026     2025     Change  
Electric kWh Sales:                                  
Residential   191.4       190.6       0.4 %     538.6       529.3       1.8 %
Commercial/Industrial   241.2       236.5       2.0 %     666.2       682.6       (2.4 )%
Total Electric kWh Sales   432.6       427.1       1.3 %     1,204.8       1,211.9       (0.6 )%
Gas Therm Sales:                                  
Residential   3.1       2.9       6.9 %     47.1       41.6       13.2 %
Commercial/Industrial   31.6       28.5       10.9 %     176.5       158.3       11.5 %
Total Gas Therm Sales   34.7       31.4       10.5 %     223.6       199.9       11.9 %
Water Gallon Sales:                                  
Residential   166.7       —     —       166.7       —     —  
Commercial/Industrial   59.7       —     —       59.7       —     —  
Total Water Gallon Sales   226.4       —     —       226.4       —     —  
                                   
                                   
Electric Revenues $ 68.6     $ 64.3     $ 4.3     $ 195.8     $ 175.5     $ 20.3  
Cost of Electric Sales   33.8       31.2       2.6       99.8       89.1       10.7  
Electric Adjusted Gross Margin (a
non-GAAP financial measure1):
  34.8       33.1       1.7       96.0       86.4       9.6  
Gas Revenues   40.9       36.8       4.1       247.6       199.0       48.6  
Cost of Gas Sales   11.7       10.2       1.5       95.7       64.3       31.4  
Gas Adjusted Gross Margin (a
non-GAAP financial measure1):
  29.2       26.6       2.6       151.9       134.7       17.2  
Total Adjusted Gross Margin (a
non-GAAP financial measure1):
  64.0       59.7       4.3       247.9       221.1       26.8  
                                   
Water Revenues   3.1       —       3.1       3.1       —       3.1  
                                   
Operation & Maintenance Expenses   26.8       21.9       4.9       74.0       65.8       8.2  
Depreciation & Amortization   24.8       22.2       2.6       72.3       65.7       6.6  
Taxes Other Than Income Taxes   8.7       8.6       0.1       26.6       23.1       3.5  
Other Expense (Income), Net   (1.0 )     (0.3 )     (0.7 )     (1.8 )     (0.9 )     (0.9 )
Interest Expense, Net   11.0       8.9       2.1       32.2       27.3       4.9  
                                   
Income (Loss) Before Income Taxes   (3.2 )     (1.6 )     (1.6 )     47.7       40.1       7.6  
                                   
Provision for Income Taxes   (1.7 )     (1.3 )     (0.4 )     11.3       8.9       2.4  
                                   
Net Income (Loss) $ (1.5 )   $ (0.3 )   $ (1.2 )   $ 36.4     $ 31.2     $ 5.2  
Earnings Per Share $ (0.08 )   $ (0.02 )   $ (0.06 )   $ 2.02     $ 1.89     $ 0.13  

SAN DIEGO, Nov. 02, 2026 (GLOBE NEWSWIRE) — iBio, Inc. (NASDAQ: IBIO), a clinical-stage biotechnology company developing long-acting antibody therapeutics for obesity, cardiometabolic and cardiopulmonary diseases, today announced that Martin Brenner, DVM, Ph.D., Chief Executive Officer and Chief Scientific Officer, and Felipe Duran, Chief Financial Officer, will participate in the following investor conferences in November and December 2026.

Guggenheim Healthcare Innovation 2026 Conference
When: November 9 – 11 
Format: Fireside chat
Date & Time: November 10, 2026: 9:00 a.m. ET
Location: Boston

A livestream of the event can be accessed here.

Jefferies Global Healthcare Conference
When: November 16 – 19 
Format: 1:1 Meetings
Location: The Waldorf Hilton, London

Piper Sandler 38th Annual Healthcare Conference
Dates: December 1 – 3
Format: Fireside Chat
Date & Time: December 1, 9:30-9:55 a.m. ET
Presenters: Martin Brenner, Felipe Duran
Location: Lotte New York Palace, New York City

A livestream of the event can be accessed from the events page of the iBio website.

Dr. Brenner and Mr. Duran will be available for one-on-one meetings during each conference. A link to access each of the replays and presentations will be available on the Investor section of the iBio website for 90 days after the event.

About iBio, Inc.

iBio (Nasdaq: IBIO) is a clinical-stage biotechnology developing long-acting antibody therapeutics for obesity, cardiometabolic and cardiopulmonary diseases, cancer, and other hard-to-treat diseases. Combining advanced antibody engineering with AI-driven discovery, iBio is advancing a differentiated pipeline designed to deliver sustained therapeutic effects and address significant unmet medical needs. iBio’s mission is to transform drug discovery, accelerate development timelines, and unlock new possibilities in precision medicine.

For more information, visit www.ibioinc.com or follow us on LinkedIn.

Investor Contact
Matt Beck
astr partners
matthew.beck@astrpartners.com
(917) 415-1750

Media Contact
Jason Braco, Ph.D.
Valence Communications
jason@valencecomms.com

Adds high-growth revenue streams, enhances margin profile and expands capabilities
Broadwind to host investor conference call and webcast on Tuesday, November 3, 2026 at 11:00 a.m. ET

CICERO, Ill, Nov. 02, 2026 (GLOBE NEWSWIRE) — Broadwind (Nasdaq: BWEN, or the “Company”), a diversified precision manufacturer of specialized components and solutions serving global markets, today announced that on October 30, 2026 the Company acquired 100% of the shares of privately held MCM Acquisition Company, Inc. (“MCM”) for a base purchase price of $18 million, in addition to up to a $7 million performance-based earnout, subject to achieving financial milestones within 14 months of the transaction date.  

MCM is an Alabama-based precision manufacturer with a 30-year track record of designing, engineering, and fabricating metal components for the electric utility and critical infrastructure markets. From its 37,000 square foot facility in Northport, MCM supplies mission-critical hardware to some of the nation’s leading utilities and their suppliers, with products engineered to meet stringent standards for corrosion resistance, conductivity, and performance under extreme weather conditions in high-power transmission line applications.

Through a vertically integrated offering that spans machining, fabrication, assembly, kitting, and delivery, MCM has established itself as a leading component provider to the domestic electrical Transmission and Distribution (“T&D”) sector. The company holds sole-source or preferred supplier status across many of its key customer relationships, with average tenure exceeding 20 years among its top ten customers. MCM is 100% U.S.-based and sources all raw materials exclusively through an established domestic procurement network, creating surety of supply for customers on an on-demand basis.

MCM’s approximately 50 employees, including its senior leadership team, joined Broadwind on October 30.

MANAGEMENT COMMENTARY

“The acquisition of MCM represents a defining milestone in Broadwind’s transformation into a leading solutions provider to the power generation and critical infrastructure markets, stated Eric Blashford, President and CEO of Broadwind. “Over the past several years, we’ve deliberately reshaped our business by divesting non-core assets, exiting underperforming business lines, and strengthening our balance sheet, while accelerating our strategic shift toward higher-value, more durable revenue streams supported by differentiated capabilities, defensible competitive advantages, and compelling long-term growth fundamentals.”  

“MCM expands our domestic manufacturing capacity and skilled workforce in support of the electrical transmission and distribution market, an industry benefiting from record investment in grid modernization, capacity expansion, hardening, and resilience,” continued Blashford. “Growing domestic electricity demand from data centers is a key contributor to load growth, reinforcing the need for sustained investment in transmission infrastructure. With approximately 95% of its trailing-twelve-month revenue through June 30, 2026, generated by T&D component manufacturing, MCM provides Broadwind with an immediate and compelling entry into this growing market. MCM’s seasoned team of precision manufacturing professionals, 30-year history of value creation, deep technical expertise, longstanding customer relationships, fully domestic production base, and proven record of profitable growth position the business as a strong strategic fit for Broadwind.”

“MCM is immediately accretive to Broadwind, adds a higher-margin revenue stream to our portfolio, and enhances the quality of our earnings within our targeted vertical markets,” continued Blashford. “MCM introduces an entirely complementary customer base, providing meaningful diversification in new markets, while the company’s sole-source and preferred supplier positions underscore the strength of its customer relationships as an incumbent supplier. At a strategic level, MCM aligns with the key priorities we’ve outlined in our acquisition strategy, as it provides exposure to attractive end markets, an accretive margin profile, consistent profitability, and a fully domestic operating footprint. This acquisition exemplifies the lower-risk, value-creating bolt-on acquisitions we expect to define our growth strategy, over time.”

“We are excited to join the Broadwind team and begin this next chapter of growth and transformation,” stated Wes Jones, Founder and CEO of MCM. “Together, we will offer our customers greater scale and expanded capabilities while preserving the differentiated value proposition that has defined MCM for three decades, including a commitment to exceptional quality, deep technical expertise, and responsive, on-demand service. Broadwind shares our commitment to operational excellence and customer service, and its platform will enable us to serve our customers even more effectively. I am proud of what our team has built and confident in what we will accomplish together.”

TRANSACTION DETAILS

On a trailing twelve-month basis through June 30, 2026, MCM generated total revenue of approximately $16.5 million and adjusted EBITDA of approximately $3.7 million, or ~23% of revenue. The transaction price, excluding any financial incentives that may be earned by MCM in the future upon achieving specified performance milestones, is 4.8x trailing-twelve months adjusted EBITDA as of June 30, 2026. The acquisition of MCM is expected to be accretive to Broadwind on both a margin rate and diluted earnings per share basis upon the closing of the transaction.

As of June 30, 2026, the combined Broadwind and MCM businesses generated pro forma trailing twelve-month revenue of $90 million and adjusted EBITDA of $3.6 million, representing 4.0% of revenue. Pro forma net debt to trailing twelve-month adjusted EBITDA for the combined businesses was approximately 3.7x as of June 30, 2026.

COMPELLING TRANSACTION RATIONALE

  • Provides strategic entry into high-growth power and critical infrastructure markets. MCM positions Broadwind to capitalize on a multi-year investment cycle in domestic grid modernization, capacity expansion, hardening, and resilience, driven by rising electricity demand and the need for a more reliable transmission network.
  • Capitalizes on a structural, multi-year investment cycle in transmission infrastructure. The U.S. transmission network spans more than 600,000 miles and continues to require substantial investment to support rising load growth, reliability, and resilience. Industry estimates indicate that data centers will be among the largest drivers of U.S. electricity-demand growth.
  • Adds a higher-value revenue stream within targeted vertical markets. MCM delivered a four-year revenue CAGR of 25% through year-end 2025, reflective of increasing customer demand and recent capacity investments that position the business to convert a growing backlog. For the trailing twelve months ended June 30, 2026, MCM generated an adjusted EBITDA margin of 23%, well above Broadwind’s comparable margin. With approximately 95% of its trailing-twelve-month revenue derived from the domestic T&D market, MCM meaningfully accelerates Broadwind’s revenue mix shift toward power and critical infrastructure, directly advancing the Company’s stated strategic priorities.
  • Expands Broadwind’s domestic manufacturing footprint and skilled workforce.   The acquisition adds approximately 50 skilled, non-union employees and MCM’s 37,000-square-foot design, engineering, and manufacturing facility in Northport, Alabama, to Broadwind’s operating platform. As of September 30, the addition of MCM increases Broadwind’s total employee base by more than 20%.
  • Adds longstanding customer relationships supported by sole-source and preferred supplier positions. MCM introduces an entirely complementary customer base, meaningfully expanding and diversifying the combined company’s commercial relationships. MCM differentiates itself through short lead times, daily delivery capabilities, and the ability to consistently meet demanding utility-grade specifications. These capabilities have earned MCM sole-source or preferred supplier status across many key accounts, with average tenure among its top ten customer relationships exceeding 20 years.
  • Provides a clear pathway to reduce net leverage. At closing, Broadwind expects pro forma net debt to trailing-twelve-month adjusted EBITDA, based on results through June 30, 2026, to be approximately 3.7x. The Company plans to reduce net leverage to 2.0x or less by year-end 2028 through a combination of earnings growth and debt repayment.

Northland Capital Markets acted as the advisor to Broadwind in the transaction.

BROADWIND ACQUISITION OF MCM CONFERENCE CALL 

A conference call will be held tomorrow, November 3, 2026, at 11:00 a.m. ET to review Broadwind’s acquisition of MCM.

A webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of Broadwind’s website at https://www.bwen.com/. Individuals can also participate by teleconference dial-in. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time to register, download and install any necessary audio software.

Details of the conference call are as follows:

Live Call Dial-In: 877-407-0792

To listen to a replay of the teleconference, which subsequently will be available through Tuesday, November 17, 2026:

Call Replay:  844-512-2921
Replay ID:  13763646

ABOUT BROADWIND 

Broadwind (Nasdaq: BWEN) is a precision manufacturer of structures, equipment and components for power generation, critical infrastructure, and other specialized applications. With facilities throughout the U.S., our talented team is committed to helping customers maximize performance of their investments—quicker, easier and smarter. Find out more at www.bwen.com

ABOUT MCM ACQUISITION COMPANY

Founded in 1995, MCM is an Alabama-based precision manufacturer specializing in machined and fabricated metal components for the electric utility and critical infrastructure markets. Operating from its facility in Northport, MCM offers a vertically integrated suite of capabilities spanning machining, fabrication, assembly, kitting, and delivery, producing mission-critical components for extra-high voltage (“EHV”) power transmission and other diverse applications. For more information, visit www.mcmacq.com.

NON-GAAP FINANCIAL MEASURES

The Company provides non-GAAP adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, share-based compensation and other stock payments, restructuring costs, impairment charges, other non-cash gains and losses and transaction costs) and adjusted EBITDA margin (adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenues) as supplemental information regarding the Company’s business performance. The Company’s management uses this supplemental information when it internally evaluates its performance, reviews financial trends and makes operating and strategic decisions. The Company believes that these non-GAAP financial measures are useful to investors because they provide investors with a better understanding of the Company’s past financial performance and future results, which allows investors to evaluate the Company’s performance using the same methodology and information as used by the Company’s management. The Company’s definitions of adjusted EBITDA and adjusted EBITDA margin may be different from similar non-GAAP financial measures used by other companies and/or analysts.

FORWARD-LOOKING STATEMENTS

This release contains “forward-looking statements”—that is, statements related to future, not past, events—as defined in Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), that reflect our current expectations regarding our future growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities, as well as assumptions made by, and information currently available to, our management. We have tried to identify forward-looking statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “plan” and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. Forward-looking statements include any statement that does not directly relate to a current or historical fact. Our forward-looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following: (i) acquisition of MCM on our business and our ability to integrate MCM’s operations into our existing business efficiently, (ii) our expectations and beliefs with respect to our financial guidance as set forth in our press releases from time to time, (iii) the impact of global health concerns on the economies and financial markets and the demand for our products; (iv) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related phase out, extension, continuation or renewal of federal tax incentives and grants, including the advanced manufacturing tax credits, and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States; (v) our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units; (vi) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (vii) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary; (viii) our ability to continue to grow our business organically and through acquisitions; (ix) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; (x) information technology failures, network disruptions, cybersecurity attacks or breaches in data security; (xi) the sufficiency of our liquidity and alternate sources of funding, if necessary; (xii) our ability to realize revenue from customer orders and backlog; (xiii) the economy and the potential impact it may have on our business, including our customers; (xiv) the state of the energy and industrial markets generally, including the impact of competition and economic volatility in those markets; (xv) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; (xvi) competition from new or existing industry participants; (xvii) the effects of the change of administrations in the U.S. federal government; (xviii) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; (xix) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended; (xx) the effects of proxy contests and actions of activist stockholders; (xxi) the limited trading market for our securities and the volatility of market price for our securities; (xxii) our outstanding indebtedness and its impact on our business activities (including our ability to incur additional debt in the future); and (xxiii) the impact of future sales of our common stock or securities convertible into our common stock on our stock price. These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements including, but not limited to, those set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. We are under no duty to update any of these statements. You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or other factors that could cause our current beliefs, expectations, plans and/or assumptions to change. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results.

INVESTOR CONTACT

Noel Ryan or Brian Hawthorne
BWEN@val-adv.com
BROADWIND, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS)
(UNAUDITED)

               
           
Consolidated     Trailing Twelve Months Ended June 30, 2026
      BWEN   MCM   Total
Income (Loss) From Continuing Operations     $ (7,123 )   $ 2,251     $ (4,872 )
Interest Expense       1,974       185       2,160  
Income Tax Provision       105       306       410  
Depreciation and Amortization       3,014       830       3,844  
Share-based Compensation and Other Stock Payments       1,147       –       1,147  
Transaction Costs       747       –       747  
Diligence Adjustments       –       144       144  
Adjusted EBITDA (Non-GAAP)     $ (135 )   $ 3,716     $ 3,580  
Revenues     $ 73,612     $ 16,505     $ 90,116  
Adjusted EBITDA margin       (0.2 %)     22.5 %     4.0 %
               

Q3 2026 Net Sales increased 7.7% to a record $457.5 million

Reiterates FY 2026 Adj. EBITDA and Free Cash Flow guidance; updates Net Sales outlook

CINCINNATI, Nov. 02, 2026 (GLOBE NEWSWIRE) — Hillman Solutions Corp. (Nasdaq: HLMN) (the “Company” or “Hillman”), a leading provider of hardware and related products, reported financial results for the thirteen and thirty-nine weeks ended September 26, 2026.

Third Quarter 2026 Highlights (Thirteen weeks ended September 26, 2026)

  • Net sales increased 7.7% to $457.5 million compared to $424.9 million in the prior year quarter
  • Net income totaled $6.3 million, or $0.03 per diluted share, compared to $23.2 million, or $0.12 per diluted share, in the prior year quarter
  • Adjusted diluted EPS1 totaled $0.22 per diluted share compared to $0.22 in the prior year quarter
  • Adjusted EBITDA1 increased to $90.2 million compared to $88.0 million in the prior year quarter
  • Net cash provided by operating activities increased to $69.9 million compared to $26.2 million in the prior year quarter
  • Free Cash Flow1 increased to $51.1 million compared to $9.1 million in the prior year quarter
  • Repurchased approximately 0.6 million shares of its common stock at an average price of $7.75 per share, which totaled $5.0 million
  • Completed the acquisition of Kanebridge, a leading master distributor of industrial fasteners

Balance Sheet and Liquidity at September 26, 2026

  • Successfully refinanced its existing credit facilities, consisting of a new $735 million senior secured term loan B and a $375 million asset-based revolving credit facility; closed a $200 million add-on term loan B for the Kanebridge acquisition
  • Gross debt was $967.7 million compared to $693.1 million on December 27, 2025
  • Net debt1 was $932.6 million compared to $665.8 million on December 27, 2025
  • Liquidity available totaled $343.1 million; consisting of $308.0 million of available borrowing under the revolving credit facility and $35.1 million of cash and equivalents
  • Net debt1 to trailing twelve month Adjusted EBITDA was 3.4x at quarter end compared to 2.4x on December 27, 2025

Management Commentary

“The third quarter reflects the continued execution of Hillman’s Blueprint for Strategic Growth,” commented Hillman’s CEO, Jon Michael Adinolfi. “We continue to deliver net sales growth and strong free cash flow generation that give us the flexibility to invest into attractive opportunities, like our high-margin Robotics and Digital Solutions segment – which had a great quarter, up 19.2% – and accretive acquisitions, like Kanebridge.”

“We are winning in Pro, where our channel relationships, sourcing agility, and field sales team are driving new business wins. The Kanebridge acquisition, which is off to a great start, accelerates that momentum, establishing our position as a long-tail master distributor in the U.S. industrial market.”

“Given our performance through the first nine months, we are reaffirming our full-year Adjusted EBITDA and free cash flow guidance while narrowing down our net sales range, given the macro environment. As we look to the rest of 2026 and beyond, we are well positioned to drive growth and create long-term value for our shareholders.”

Full Year 2026 Guidance – Updated

Based on year-to-date performance and its expectations for the remainder of the year, management updated its guidance most recently provided on August 3, 2026.

  Previous FY 2026 Guidance Updated FY 2026 Guidance
Net Sales $1.670 to $1.720 billion $1.660 to $1.680 billion
Adjusted EBITDA1 ~$285 million ~$285 million
Free Cash Flow1 $105 to $115 million $105 to $115 million
     
1) Denotes Non-GAAP metric. For additional information, including our definitions, use of, and reconciliations of these metrics to the most directly comparable financial measures under GAAP, please see the reconciliations toward the end of the press release.
     

Third Quarter 2026 Results Presentation

Hillman plans to host a conference call and webcast presentation on November 3, 2026, at 8:30 a.m. Eastern Time to discuss its results. President and Chief Executive Officer Jon Michael Adinolfi and Chief Financial Officer Rocky Kraft will host the results presentation.

Date: Tuesday, November 3, 2026

Time: 8:30 a.m. Eastern Time

Listen-Only Webcast: https://edge.media-server.com/mmc/p/diivckgp

A webcast replay will be available approximately one hour after the conclusion of the call using the link above.

Hillman’s quarterly presentation and Form 10-Q are expected to be filed with the SEC and posted to its Investor Relations website, https://ir.hillmangroup.com, prior to the webcast presentation.

About Hillman Solutions Corp.

Founded in 1964 and headquartered in Cincinnati, Hillman is a leading provider of hardware and related products serving retail, pro distribution, and industrial customers. Over the last 60-plus years, Hillman has built a legacy of service and growth by forming strategic partnerships with North America’s leading home improvement, hardware, and farm and fleet retailers. Hillman differentiates itself from the competition with its dedicated field sales team of 1,200+ associates, direct-to-store distribution capabilities, and world class global sourcing and supply chain expertise. The company offers an extensive product portfolio of over 150,000 SKUs, including fasteners (power screws, nuts, and bolts), hardware (builder’s hardware, door locks, rope & chain, accessories), project gear & supplies (gloves, work gear, paint & cleaning sundries), and key and engraving services (key duplication, auto keys, and engraving). Hillman is committed to delivering exceptional customer service, innovative products, and dependable solutions to its customers and regularly earns vendor of the year recognition from top customers. For more information on Hillman, visit www.hillman.com.

Forward-Looking Statements

All statements made in this press release that are considered to be forward-looking are made in good faith by the Company and are intended to qualify for the safe harbor from liability established by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. You should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “target,” “goal,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) unfavorable economic conditions that may affect our and our customers’, suppliers’ and other business partners’ operations, financial condition and cash flows including spending on home renovation or construction projects, inflation, recessions, instability in the financial markets or credit markets; (2) increased supply chain costs, including tariffs, raw materials, sourcing, transportation and energy; (3) the highly competitive nature of the markets that we serve; (4) the ability to continue to innovate with new products and services; (5) seasonality; (6) large customer concentration; (7) the ability to recruit and retain qualified employees; (8) the outcome of any legal proceedings that may be instituted against the Company; (9) adverse changes in currency exchange rates; or (10) regulatory changes and potential legislation that could adversely impact financial results. The foregoing list of factors is not exclusive, and readers should also refer to those risks that are included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K filed on February 17, 2026. Given these uncertainties, current or prospective investors are cautioned not to place undue reliance on any such forward-looking statements.

Except as required by applicable law, the Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this communication to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Contact:

Michael Koehler
Vice President – Corporate Development, Investor Relations, Treasury
513-826-5495
IR@hillmangroup.com

HILLMAN SOLUTIONS CORP.

Condensed Consolidated Statement of Net Income, GAAP Basis
(dollars in thousands) Unaudited

  Thirteen
Weeks Ended
September 26,
2026
  Thirteen
Weeks Ended
September 27,
2025
  Thirty-nine
Weeks Ended
September 26,
2026
  Thirty-nine
Weeks Ended
September 27,
2025
 
Net sales $ 457,488     $ 424,939     $ 1,269,812     $ 1,187,085    
Cost of sales (exclusive of depreciation and amortization
shown separately below)
  225,203       205,378       660,861       604,456    
Selling, warehouse, general and administrative expenses   157,896       138,342       416,450       381,101    
Depreciation   22,308       20,100       66,842       59,343    
Amortization   15,649       15,265       46,148       45,937    
Other income, net   (1,457 )     (50 )     (6,525 )     (988 )  
Income from operations   37,889       45,904       86,036       97,236    
Interest expense, net   14,338       14,692       40,385       43,044    
Refinancing costs   13,505       —       13,505       906    
Income before income taxes   10,046       31,212       32,146       53,286    
Income tax expense   3,755       8,020       9,467       14,579    
Net income $ 6,291     $ 23,192     $ 22,679     $ 38,707    
                                 
Basic income per share $ 0.03     $ 0.12     $ 0.12     $ 0.20    
Weighted average basic shares outstanding   194,826       197,754       195,779       197,544    
                                 
Diluted income per share $ 0.03     $ 0.12     $ 0.11     $ 0.19    
Weighted average diluted shares outstanding   196,058       199,849       197,349       199,454    
                                 

HILLMAN SOLUTIONS CORP.

Condensed Consolidated Balance Sheets
(dollars in thousands)
Unaudited

  September 26,
2026
  December 27,
2025
 
ASSETS                
Current assets:                
Cash and cash equivalents $ 35,078     $ 27,276    
Accounts receivable, net of allowances of $2,431 ($1,944 – 2025)   168,151       114,926    
Inventories, net   479,310       485,938    
Other current assets   20,724       18,342    
               Total current assets   703,263       646,482    
Property and equipment, net of accumulated depreciation of $485,923 ($428,726 –
2025)
  230,229       231,482    
Goodwill   936,011       830,747    
Other intangibles, net of accumulated amortization of $638,342 ($592,748 – 2025)   658,024       546,171    
Operating lease right of use assets   105,355       75,152    
Other assets   36,998       26,160    
               Total assets $ 2,669,880     $ 2,356,194    
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable $ 149,298     $ 141,662    
Current portion of debt and financing lease liabilities   16,292       14,830    
Current portion of operating lease liabilities   21,414       17,947    
Accrued expenses:                
      Salaries and wages   16,106       35,790    
      Pricing allowances   14,255       8,098    
      Income and other taxes   9,014       9,466    
      Other accrued liabilities   44,567       29,766    
               Total current liabilities   270,946       257,559    
Long-term debt   940,512       668,337    
Deferred tax liabilities   129,529       131,870    
Operating lease liabilities   90,328       63,459    
Other non-current liabilities   5,702       6,462    
               Total liabilities $ 1,437,017     $ 1,127,687    
Commitments and contingencies (Note 6)                
Stockholders’ equity:                
Common stock: $0.0001 par value, 500,000,000 shares authorized, 199,329,814
and 194,358,288 issued and outstanding in 2026, respectively, and 197,857,100 and
196,487,532 shares issued and outstanding in 2025, respectively
  20       20    
Treasury stock, at cost, 4,971,526 shares in 2026 and 1,369,568 shares in 2025   (40,774 )     (12,423 )  
Additional paid-in capital   1,469,227       1,457,422    
Accumulated deficit   (155,967 )     (178,646 )  
Accumulated other comprehensive loss   (39,643 )     (37,866 )  
               Total stockholders’ equity   1,232,863       1,228,507    
               Total liabilities and stockholders’ equity $ 2,669,880     $ 2,356,194    
                 

HILLMAN SOLUTIONS CORP.

Condensed Consolidated Statement of Cash Flows
(dollars in thousands)
Unaudited

  Thirty-nine Weeks Ended
September 26,
2026
  Thirty-nine Weeks Ended
September 27,
2025
 
Cash flows from operating activities:                
Net income $ 22,679     $ 38,707    
Adjustments to reconcile net income to net cash provided by operating
activities:
               
    Depreciation and amortization   112,990       105,280    
    Deferred income taxes   (4,056 )     9,791    
    Deferred financing and original issue discount amortization   1,397       3,767    
    Stock-based compensation expense   11,727       10,739    
    Loss on debt restructuring, net of third party fees paid   1,488       —    
    Gain on acquisition, net of tax   (5,214 )     —    
    Gain on disposal of property and equipment   112       (135 )  
    Change in fair value of contingent consideration   (489 )     (500 )  
    Changes in operating items:                
               Accounts receivable, net   (38,772 )     (34,721 )  
               Inventories, net   62,269       (53,925 )  
               Other assets   (12,183 )     (19,691 )  
               Accounts payable   3,563       22,575    
               Accrued salaries and wages   (19,648 )     (1,217 )  
               Other accrued expenses   2,484       (6,381 )  
Net cash provided by operating activities   138,347       74,289    
Net cash from investing activities                
Acquisition of business, net of cash received   (314,503 )     —    
Capital expenditures   (51,390 )     (55,347 )  
    Other investing activities   (145 )     (154 )  
Net cash used for investing activities   (366,038 )     (55,501 )  
Cash flows from financing activities:                
Repayments of senior term loans   (636,960 )     (6,384 )  
Borrowings on senior term loans   935,000       —    
Financing fees   (3,751 )     —    
Borrowings on revolving credit loans   203,645       109,000    
Repayments of revolving credit loans   (230,617 )     (122,000 )  
Principal payments under finance lease obligations   (4,963 )     (4,156 )  
Proceeds from exercise of stock options   2,392       1,177    
Repurchases of common stock   (28,351 )     (3,165 )  
Payments of contingent consideration   (207 )     (199 )  
Other financing activities   (587 )     142    
    Net cash provided by (used for) financing activities   235,601       (25,585 )  
Effect of exchange rate changes on cash   (108 )     18    
Net increase (decrease) in cash and cash equivalents   7,802       (6,779 )  
Cash and cash equivalents at beginning of period   27,276       44,510    
Cash and cash equivalents at end of period $ 35,078     $ 37,731    
                 

Reconciliations of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures

The Company uses non-GAAP financial measures to analyze underlying business performance and trends. The Company believes that providing these non-GAAP financial measures enhances the Company’s and investors’ ability to compare the Company’s past financial performance with its current performance. These non-GAAP financial measures are provided as supplemental information to the financial measures presented in this press release that are calculated and presented in accordance with GAAP. Non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP. The Company’s definitions of its non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, reconciliations to GAAP financial measures are not provided for forward-looking non-GAAP measures. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.

Non-GAAP financial measures such as consolidated adjusted EBITDA and Adjusted Diluted Earnings per Share (EPS) exclude from the relevant GAAP metrics items that neither relate to the ordinary course of the Company’s business, nor reflect the Company’s underlying business performance.

Reconciliation of Adjusted EBITDA (Unaudited)

(dollars in thousands)

Adjusted EBITDA is a non-GAAP financial measure and is the primary basis used to measure the operational strength and performance of our businesses as well as to assist in the evaluation of underlying trends in our businesses. This measure eliminates the significant level of noncash depreciation and amortization expense that results from the capital-intensive nature of our businesses and from intangible assets recognized in business combinations. It is also unaffected by our capital and tax structures, as our management excludes these results when evaluating our operating performance. Our management use this financial measure to evaluate our consolidated operating performance and the operating performance of our operating segments as well as to allocate resources and capital to our operating segments. Additionally, we believe that Adjusted EBITDA is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure of Adjusted EBITDA may not be directly comparable to similar measures used by other companies.

    Thirteen Weeks
Ended

September 26,
2026
  Thirteen Weeks
Ended

September 27,
2025
  Thirty-nine
Weeks Ended

September 26,
2026
  Thirty-nine
Weeks Ended

September 27,
2025
 
Net income $  6,291      $  23,192    $  22,679      $  38,707     
Income tax expense    3,755         8,020       9,467         14,579     
Interest expense, net    14,338         14,692       40,385         43,044     
Depreciation    22,308         20,100       66,842         59,343     
Amortization    15,649         15,265       46,148         45,937     
EBITDA $  62,341      $  81,269    $  185,521      $  201,610     
                                 
Stock compensation expense    4,365         3,904       11,727         10,739     
Restructuring and other (1)    1,469         749       2,903         2,860     
Litigation expense (2)    —         1,950       —         1,950     
Transaction and integration expense (3)    8,610         87       4,221         215     
Change in fair value of contingent
consideration
   (137 )      67       (489 )      (500 )  
Refinancing costs (4)    13,505         —       13,505         906     
Total adjusting items    27,812         6,757       31,867         16,170     
Adjusted EBITDA $  90,153      $  88,026    $  217,388      $  217,780     
                                 
(1)
Includes consulting and other costs associated with severance related to our distribution center relocations and corporate restructuring activities.
   
(2) Litigation expense includes an accrual for the preliminary settlement of a California wage-hour class action / Private Attorneys General Act (PAGA) claim.
   
(3) Transaction and integration expense includes professional fees and other costs related to acquisition activity, including the acquisitions of Campbell Chain and Fittings and Delaney Hardware in the second quarter of 2026, and the Kanebridge acquisition in the third quarter. Also included is a $5.2 million gain, net of deferred taxes, on the Campbell acquisition.
   
(4) In July of 2026 we entered into a new Term Loan B consisting of a $735 million senior secured Term Loan B and new $375 million senior secured asset based revolving credit facility. In August of 2026, we entered into Amendment No. 1 to provide for an additional $200.0 million of senior secured term loans. In the first quarter of 2025, we entered into a Repricing Amendment (2025 Repricing Amendment) on our existing Senior Term Loan due July 14, 2028.
   

Reconciliation of Adjusted Diluted Earnings Per Share 

(in thousands, except per share data)
Unaudited

We define Adjusted Diluted EPS as reported diluted EPS excluding the effect of one-time, non-recurring activity and volatility associated with our income tax expense. The Company believes that Adjusted Diluted EPS provides further insight and comparability in operating performance as it eliminates the effects of certain items that are not comparable from one period to the next. The following is a reconciliation of reported diluted EPS from continuing operations to Adjusted Diluted EPS from continuing operations:

      Thirteen Weeks
Ended

September 26,
2026
  Thirteen Weeks
Ended

September 27,
2025
  Thirty-nine
Weeks Ended

September 26,
2026
  Thirty-nine
Weeks Ended

September 27,
2025
 
Reconciliation to Adjusted Net Income                                
Net Income $ 6,291     $ 23,192     $ 22,679     $ 38,707    
  Remove adjusting items (1)   27,812       6,757       31,867       16,170    
  Remove amortization expense   15,649       15,265       46,148       45,937    
  Remove tax benefit on adjusting items
and amortization expense
(2)
  (7,424 )     (1,967 )     (10,031 )     (4,864 )  
Adjusted Net Income $ 42,328     $ 43,247     $ 90,663     $ 95,950    
                                     
Reconciliation to Adjusted Diluted Earnings per
Share
                               
  Diluted Earnings per Share $ 0.03     $ 0.12     $ 0.11     $ 0.19    
  Remove adjusting items (1)   0.14       0.03       0.16       0.08    
  Remove amortization expense   0.08       0.08       0.23       0.23    
  Remove tax benefit on adjusting items and
amortization expense
(2)
  (0.04 )     (0.01 )     (0.05 )     (0.02 )  
Adjusted Diluted Earnings per Share $ 0.22     $ 0.22     $ 0.46     $ 0.48    
                                     
Diluted Shares, as reported   196,058       199,849       197,349       199,454    
                                     
Note: Adjusted EPS may not add due to rounding.
 
       
(1) Please refer to the “Reconciliation of Adjusted EBITDA” table above for additional information on adjusting items. See the “Per share impact of Adjusting Items” table below for the per share impact of each adjustment.  
     
(2) We have calculated the income tax effect of the non-GAAP adjustments shown above at the applicable statutory rate of 25% for the U.S. and 26.2% for Canada except for the following items:  
     
  a. The tax impact of stock compensation expense was calculated using the statutory rates above, excluding certain awards that are non-deductible.  
       
  b. Amortization expense for financial accounting purposes was offset by the tax benefit of deductible amortization expense using the statutory rate of 25%.  
       

Per Share Impact of Adjusting Items

  Thirteen Weeks
Ended

September 26,
2026
  Thirteen Weeks
Ended

September 27,
2025
  Thirty-nine Weeks
Ended

September 26,
2026
  Thirty-nine Weeks
Ended

September 27,
2025
 
Stock compensation expense $ 0.02   $ 0.02   $ 0.06   $ 0.05  
Restructuring and other costs   0.01     0.00     0.01     0.01  
Litigation expense   0.00     0.01     0.00     0.01  
Transaction and integration expense   0.04     0.00     0.02     0.00  
Change in fair value of contingent
consideration
  0.00     0.00     0.00     0.00  
Refinancing costs   0.07     0.00     0.07     0.00  
Total adjusting items $ 0.14   $ 0.03   $ 0.16   $ 0.08  
                         
Note: Adjusting items may not add due to rounding.
 

Reconciliation of Net Debt 

We define Net Debt as reported gross debt less cash on hand. Net debt is not defined under U.S. GAAP and may not be computed the same as similarly titled measures used by other companies. The Company believes that Net Debt provides further insight and comparability into liquidity and capital structure. The following is the calculation of Net Debt:

  September 26, 2026   December 27, 2025  
Revolving loans $ 9,000   $ 36,000  
Senior term loan, due 2028   —     636,960  
Senior term loan, due 2033   935,000     —  
Finance leases and other obligations   23,718     20,090  
Gross debt $ 967,718   $ 693,050  
Less cash   35,078     27,276  
Net debt $ 932,640   $ 665,774  
             

Reconciliation of Free Cash Flow

We calculate free cash flow as cash flows from operating activities less capital expenditures. Free cash flow is not defined under U.S. GAAP and may not be computed the same as similarly titled measures used by other companies. We believe free cash flow is an important indicator of how much cash is generated by our business operations and is a measure of incremental cash available to invest in our business and meet our debt obligations.

  Thirteen Weeks
Ended

September 26, 2026
  Thirteen Weeks
Ended

September 27, 2025
  Thirty-nine Weeks
Ended

September 26, 2026
  Thirty-nine Weeks
Ended

September 27, 2025
 
Net cash provided by operating activities $ 69,884     $ 26,237     $ 138,347     $ 74,289    
Capital expenditures   (18,795 )     (17,172 )     (51,390 )     (55,347 )  
Free cash flow $ 51,089     $ 9,065     $ 86,957     $ 18,942    
                                 

Source: Hillman Solutions Corp.

FREEHOLD, NJ, Nov. 02, 2026 (GLOBE NEWSWIRE) — UMH Properties, Inc. (NYSE:UMH) (TASE:UMH) reported Total Income for the quarter ended September 30, 2026 of $74.1 million as compared to $66.9 million for the quarter ended September 30, 2025, representing an increase of 11%. Net Loss Attributable to Common Shareholders amounted to $2.1 million or $0.02 per diluted share for the quarter ended September 30, 2026 as compared to Net Income Attributable to Common Shareholders of $4.2 million or $0.05 per diluted share for the quarter ended September 30, 2025. Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”), was $22.1 million or $0.26 per diluted share for the quarter ended September 30, 2026, as compared to $21.3 million or $0.25 per diluted share for the quarter ended September 30, 2025, representing an increase of 4% on both a dollar basis and on a per diluted share basis.

A summary of significant financial information for the three and nine months ended September 30, 2026 and 2025 is as follows (in thousands except per share amounts):

    For the Three Months Ended  
    September 30,  
    2026     2025  
             
Total Income   $ 74,135     $ 66,918  
Total Expenses   $ 60,514     $ 54,103  
Net Income (Loss) Attributable to Common Shareholders   $ (2,144 )   $ 4,211  
Net Income (Loss) Attributable to Common Shareholders
per Diluted Common Share
  $ (0.02 )   $ 0.05  
FFO (1)   $ 20,394     $ 19,743  
FFO (1) per Diluted Common Share   $ 0.24     $ 0.23  
Normalized FFO (1)   $ 22,065     $ 21,313  
Normalized FFO (1) per Diluted Common Share   $ 0.26     $ 0.25  
Basic Weighted Average Shares Outstanding     85,437       84,985  
Diluted Weighted Average Shares Outstanding     85,935       85,478  

    For the Nine Months Ended  
    September 30,  
    2026     2025  
             
Total Income   $ 211,613     $ 194,786  
Total Expenses   $ 173,026     $ 159,767  
Net Income Attributable to Common Shareholders   $ 4,855     $ 6,472  
Net Income Attributable to Common Shareholders
per Diluted Common Share
  $ 0.06     $ 0.08  
FFO (1)   $ 58,193     $ 56,618  
FFO (1) per Diluted Common Share   $ 0.68     $ 0.67  
Normalized FFO (1)   $ 62,938     $ 59,585  
Normalized FFO (1) per Diluted Common Share   $ 0.74     $ 0.71  
Basic Weighted Average Shares Outstanding     85,210       83,783  
Diluted Weighted Average Shares Outstanding     85,579       84,452  

A summary of significant balance sheet information as of September 30, 2026 and December 31, 2025 is as follows (in thousands):

    September 30,
2026
    December 31,
2025
 
             
Gross Real Estate Investments   $ 1,951,261     $ 1,869,390  
Marketable Securities at Fair Value   $ 25,606     $ 23,758  
Total Assets   $ 1,765,177     $ 1,699,036  
Mortgages Payable, net   $ 543,177     $ 556,129  
Loans Payable, net   $ 128,383     $ 27,696  
Series A Bond Payable, net   $ 102,387     $ 101,751  
Series B Bond Payable, net   $ 76,414     $ 75,651  
Total Shareholders’ Equity   $ 880,644     $ 907,196  

Samuel A. Landy, President and CEO, commented on the results of the third quarter of 2026.

“We are pleased to announce another solid quarter of operating results. During the quarter, we:

  • Increased Rental and Related Income by 8%;
  • Increased Sales of Manufactured Homes by 29%, including sales at Honey Ridge;
  • Increased both Community Net Operating Income (“NOI”) and Same Property Community NOI by 10%;
  • Increased Normalized Funds from Operations (“Normalized FFO”) on both a dollar basis and on a per diluted share basis by 4%;
  • Increased Same Property Occupancy by 30 basis points from 88.5% to 88.8%;
  • Improved our Same Property expense ratio from 39.8% in the third quarter of 2025 to 38.9% at quarter end; and
  • Issued and sold approximately 245,000 shares of Series D Preferred Stock through our At-the-Market Sale Program at a weighted average price of $21.69 per share, generating gross proceeds of $5.3 million and net proceeds of $5.2 million, after offering expenses.”

Samuel A. Landy, President and CEO, commented, “UMH continues to successfully execute on our long-term business plan. Normalized FFO per diluted share increased by 4% year over year to $0.26 per share as compared to $0.25 last year. This is our third consecutive quarter of growing Normalized FFO per share. As a result of our strong financial and operating performance we are tightening our 2026 guidance range to $0.99 – $1.03 (3) per share, leaving our midpoint at $1.01 per share.

“We have positioned the company to perform well now and into the future. Our past long-term investments have positioned the company to continue to grow occupancy, revenue and earnings. During the quarter, rental and related income increased by 8%, same property NOI increased by 10% and sales of manufactured homes increased by 29%. We urge our shareholders to see our properties at UMH.com and our investor website at UMH.reit.

“We have 3,100 vacant lots to fill and 2,400 acres of land for future development. This organic pipeline will allow the company to grow earnings further through the continued implementation of our business plan that has produced strong operating results over the past few years.

“We anticipate that the Road to Housing Act will be a major tailwind for UMH and the industry. The major benefits of the Road to Housing act are the development of two-story homes and improvements to the lending laws, including Title One 3% down payment loans. We believe that these are major developments for the industry that will increase sales, increase the value of our lots and allow more tenants and potential tenants to experience the benefits provided by manufactured housing.

“Looking ahead, we are more optimistic than ever before about the operating environment and our ability to deliver superior returns. With a strong balance sheet, 3,100 vacant sites, 2,400 acres to develop and a clear focus on operational excellence, UMH is well-positioned to deliver increased earnings per share and create value for our shareholders.”

UMH Properties, Inc. will host its Third Quarter 2026 Financial Results Webcast and Conference Call. Senior management will discuss the results, current market conditions and future outlook on Tuesday, November 3, 2026, at 10:00 a.m. Eastern Time.

The Company’s 2026 third quarter financial results being released herein will be available on the Company’s website at www.umh.reit in the “Financials” section.

To participate in the webcast, select the webcast icon on the homepage of the Company’s website at www.umh.reit, in the Upcoming Events section. Interested parties can also participate via conference call by calling toll free 877-513-1898 (domestically) or 412-902-4147 (internationally).

The replay of the conference call will be available at 12:00 p.m. Eastern Time on Tuesday, November 3, 2026, and can be accessed by dialing toll free 855-669-9658 (domestically) and 412-317-0088 (internationally) and entering the passcode 9497036. A transcript of the call and the webcast replay will be available at the Company’s website, www.umh.reit.

UMH Properties, Inc., which was organized in 1968, is a public equity REIT that currently owns and operates 145 manufactured home communities containing approximately 27,300 developed homesites, of which 11,400 contain rental homes, and over 1,000 self-storage units. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina, Florida and Georgia. Included in the 145 communities are two communities in Florida, containing 363 sites, and one community in Pennsylvania, containing 113 sites, that UMH has an ownership interest in and operates through its joint ventures with Nuveen Real Estate.

Certain statements included in this press release which are not historical facts may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements are based on the Company’s current expectations and involve various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can provide no assurance those expectations will be achieved. The risks and uncertainties that could cause actual results or events to differ materially from expectations are contained in the Company’s annual report on Form 10-K and described from time to time in the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

Note:

(1) Non-GAAP Information: We assess and measure our overall operating results based upon an industry performance measure referred to as Funds from Operations Attributable to Common Shareholders (“FFO”), which management believes is a useful indicator of our operating performance. FFO is used by industry analysts and investors as a supplemental operating performance measure of a REIT. FFO, as defined by The National Association of Real Estate Investment Trusts (“NAREIT”), represents net income (loss) attributable to common shareholders, as defined by accounting principles generally accepted in the United States of America (“U.S. GAAP”), excluding certain gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, the change in the fair value of marketable securities, and the gain or loss on the sale of marketable securities plus certain non-cash items such as real estate asset depreciation and amortization. Included in the NAREIT FFO White Paper – 2018 Restatement, is an option pertaining to assets incidental to our main business in the calculation of NAREIT FFO to make an election to include or exclude gains and losses on the sale of these assets, such as marketable equity securities, and include or exclude mark-to-market changes in the value recognized on these marketable equity securities. In conjunction with the adoption of the FFO White Paper – 2018 Restatement, for all periods presented, we have elected to exclude the gains and losses realized on marketable securities investments and the change in the fair value of marketable securities from our FFO calculation. NAREIT created FFO as a non-U.S. GAAP supplemental measure of REIT operating performance. We define Normalized Funds from Operations Attributable to Common Shareholders (“Normalized FFO”), as FFO excluding certain one-time charges. FFO and Normalized FFO should be considered as supplemental measures of operating performance used by REITs. FFO and Normalized FFO exclude historical cost depreciation as an expense and may facilitate the comparison of REITs which have a different cost basis. However, other REITs may use different methodologies to calculate FFO and Normalized FFO and, accordingly, our FFO and Normalized FFO may not be comparable to all other REITs. The items excluded from FFO and Normalized FFO are significant components in understanding the Company’s financial performance.

FFO and Normalized FFO (i) do not represent Cash Flow from Operations as defined by U.S. GAAP; (ii) should not be considered as alternatives to net income (loss) as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flow as a measure of liquidity. FFO and Normalized FFO, as calculated by the Company, may not be comparable to similarly titled measures reported by other REITs.

The diluted weighted shares outstanding used in the calculation of FFO per Diluted Common Share and Normalized FFO per Diluted Common Share were 85.9 million and 85.6 million shares for the three and nine months ended September 30, 2026, respectively, and 85.5 million and 84.5 million shares for the three and nine months ended September 30, 2025. Common stock equivalents resulting from stock options in the amount of 498,000 shares were excluded from the computation of Diluted Net Loss per Share for the three months ended September 30, 2026 as their effect would be anti-dilutive. Common stock equivalents resulting from stock options in the amount of 369,000 shares for the nine months ended September 30, 2026 were included in the computation of Diluted Net Income per share. Common stock equivalents resulting from employee stock options in the amount of 493,000 shares and 669,000 shares, respectively, for the three and nine months ended September 30, 2025 were included in the computation of Diluted Net Income per Share.

The reconciliation of the Company’s U.S. GAAP net income (loss) to the Company’s FFO and Normalized FFO for the three and nine months ended September 30, 2026 and 2025 are calculated as follows (in thousands):

    Three Months Ended     Nine Months Ended  
    September 30,
2026
    September 30,
2025
    September 30,
2026
    September 30,
2025
 
Net Income (Loss) Attributable to Common Shareholders   $ (2,144 )   $ 4,211     $ 4,855     $ 6,472  
Depreciation Expense     18,530       16,808       54,773       49,210  
Depreciation Expense from Unconsolidated Joint Ventures     258       228       752       666  
(Gain) Loss on Sales of Investment Property and Equipment     (27 )     72       (72 )     109  
(Increase) Decrease in Fair Value of Marketable Securities     3,647       (1,576 )     (38,663 )     161  
Loss on Sales of Marketable Securities, net     130       -0-       36,548       -0-  
FFO Attributable to Common Shareholders     20,394       19,743       58,193       56,618  
Amortization of Financing Costs     876       877       2,939       2,123  
Non-Recurring Other Expense (2)     795       693       1,806       844  
Normalized FFO Attributable to Common Shareholders   $ 22,065     $ 21,313     $ 62,938     $ 59,585  

(2) Consists of one-time legal and professional fees ($510 and $1,373, respectively) and employee transition pay ($285 and $433, respectively) for the three and nine months ended September 30, 2026. Consists of one-time legal and professional fees for the three and nine months ended September 30, 2025.

The following are the cash flows provided by (used in) operating, investing and financing activities for the nine months ended September 30, 2026 and 2025 (in thousands):

    2026     2025  
Operating Activities   $ 62,080     $ 60,643  
Investing Activities     (131,300 )     (164,736 )
Financing Activities     35,339       37,385  

(3) The following table reconciles Net Income Attributable to Common Shareholders per share – fully diluted guidance to FFO Attributable to Common Shareholders per share – fully diluted guidance and Normalized FFO Attributable to Common Shareholders per share – fully diluted guidance:

    Full Year Guidance 2026  
       
Net Income Attributable to Common Shareholders per share – fully diluted   $0.05-$0.09  
Depreciation     $0.87  
FFO Attributable to Common Shareholders per share – fully diluted   $0.92-$0.96  
Amortization of Financing Costs and Non- Recurring Other Expenses     $0.07  
Normalized FFO Attributable to Common Shareholders per share – fully diluted   $0.99-$1.03  


Contact: Nelli Madden

732-577-9997

PITTSBURGH, Nov. 02, 2026 (GLOBE NEWSWIRE) — Montauk Renewables, Inc. (“Montauk” or “the Company”) (NASDAQ: MNTK), a renewable energy company specializing in the management, recovery and conversion of biogas into renewable natural gas (“RNG”), will host a conference call and webcast on Monday, November 9, 2026, at 5:30 p.m. Eastern time to discuss its financial results for the third quarter ended September 30, 2026. The Company will issue a press release reporting the financial results after the close of regular stock market trading hours on the same day as the conference call and webcast.

Third Quarter 2026 Conference Call and Webcast Details

Date:   Monday, November 9, 2026
Time:   5:30 p.m. ET
Participant Access:   [Link Here]

Please register for the conference call and webcast using the above link in advance of the call start time. The webcast platform will register your name and organization as well as provide dial-in numbers and a unique access pin. Please contact Gateway Group at (949) 574-3860 if you experience technical difficulties.

The conference call and webcast will have a live Q&A session and be available here and on the Company’s website at https://ir.montaukrenewables.com.

A replay of the conference call and webcast will be available after 8:30 p.m. Eastern time on the same day through November 9, 2027.

About Montauk Renewables, Inc.

Montauk Renewables, Inc. (NASDAQ: MNTK) is a renewable energy company specializing in the management, recovery and conversion of biogas into RNG. The Company captures methane, preventing it from being released into the atmosphere, and converts it into either RNG or electrical power for the electrical grid (“Renewable Electricity”). The Company, headquartered in Pittsburgh, Pennsylvania, develops, operates and manages landfill methane-fueled renewable energy projects. The Company has operations at 13 projects and ongoing development projects located in California, Idaho, Ohio, Oklahoma, Pennsylvania, North Carolina, and Texas. The Company sells RNG and Renewable Electricity, taking advantage of Environmental Attribute premiums available under federal and state policies that incentivize their use. For more information, visit https://ir.montaukrenewables.com.

Company Contact:

John Ciroli
Chief Legal Officer (CLO) & Secretary
investors@montaukenergy.com
(412) 747-8700

Investor Relations Contact:

Georg Venturatos
Gateway Group
MNTK@Gateway-grp.com
(949) 574-3860

COLMAR, Pa., Nov. 02, 2026 (GLOBE NEWSWIRE) — Dorman Products, Inc. (NASDAQ:DORM) continues to expand its aftermarket product offerings with innovative repair solutions engineered to address common points of failure in original equipment manufacturer parts. Recently, the company launched a new OE FIX® engine oil filter housing (part number 926-611), for select Genesis, Hyundai, and Kia vehicles.

“Dorman continues to launch new innovations that expand the breadth of our product offerings and provide customers with improved solutions to common original equipment problems,” said Eric Luftig, Dorman’s President, Light Duty. “Our OE FIX products are designed to give technicians greater confidence that a repair will be completed right the first time, with a more durable solution that helps reduce the risk of repeat failures and costly comebacks. By continuing to identify common failure points and develop better repair solutions, we create new opportunities for our customers while helping them deliver greater value to the technicians and vehicle owners they serve.”

The original equipment oil filter housing on certain Genesis, Hyundai, and Kia vehicles is manufactured with plastic that can warp following prolonged exposure to heat and chemicals under the hood. As the plastic degrades, the housing can leak oil or crack over time. Replacing the failed part with another original equipment housing can leave the vehicle vulnerable to the same type of failure in the future.

The 926-611 Dorman OE FIX® replacement is manufactured from high-pressure die-cast aluminum for a more durable repair. The housing includes the required mounting gaskets, premium seals, an oil filter element, and an oil filter cap, providing technicians with the components needed for a complete installation. The product was engineered in the United States to precise specifications which help resist future leaks and provide long-term, reliable service.

The 926-611 builds on the strong performance of Dorman’s patented 926-959 aluminum oil filter housing, which serves a wide range of Chrysler, Dodge, Jeep, Ram and Volkswagen vehicles. Launched in 2023, the 926-959 has become one of the Company’s most successful offerings in its history. With a broadened portfolio, Dorman has become a leading innovator in the category with more durable oil filter housings, adapters, coolers, assemblies, and seals. This growing product line highlights Dorman’s ability to identify common original equipment failure points and develop more rugged solutions that help technicians complete dependable, once-and-done repairs.

The new engine oil filter adapter is one of many new Dorman OE FIX solutions featured in the sixth edition of the company’s OE FIX Guide and expands on the thousands of OE FIX solutions Dorman offers today. The guide features Dorman’s latest offerings that give technicians greater confidence in their repairs with products that have improved designs, time-saving features, and cost-efficient outcomes.

Automotive aftermarket professionals can see the new oil filter adapter at Dorman’s exhibit during AAPEX 2026, taking place November 3–5 at the Venetian Expo and AAPEX Forum in Las Vegas, Nevada.

To learn more about Dorman’s OE FIX solutions, visit dormanproducts.com.

About Dorman
Dorman gives professionals, enthusiasts and owners greater freedom to fix motor vehicles. For over 100 years, we have been driving new solutions, releasing tens of thousands of aftermarket replacement products engineered to save time and money and increase convenience and reliability.

Founded and headquartered in the United States, we are a pioneering global organization offering an always-evolving catalog of products covering cars, trucks and specialty vehicles, from chassis to body, from underhood to undercarriage, and from hardware to complex electronics.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “should,” “likely,” “probably,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “views,” “estimates,” and similar expressions are used to identify these forward-looking statements. Such forward-looking statements are based on current expectations that involve known and unknown risks, uncertainties and other factors, many of which are outside of our control, that may cause actual events to be materially different from those expressed or implied by such forward-looking statements. For additional information concerning factors that could cause actual results to differ materially from the information contained in this press release, please see Dorman’s prior press releases and filings with the U.S. Securities and Exchange Commission, including Dorman’s most recent annual report on Form 10-K and its subsequent SEC filings. Dorman is under no obligation to, and expressly disclaims any obligation to, update any of the information in this press release if any forward-looking statement later turns out to be inaccurate, whether as a result of new information, future events or otherwise, except as may be required by applicable law.

Contacts
Marketing: Steve Gisondi, Vice President of Marketing
sgisondi@dormanproducts.com
Investor Relations: Alex Whitelam, Vice President, Investor Relations
awhitelam@dormanproducts.com

Visit our Investor Relations website at investors.dormanproducts.com, which contains important Company information, including financial data and investor materials. Dorman encourages investors to visit its website periodically to view new and updated information.

STEINHAUSEN, Switzerland, Nov. 02, 2026 (GLOBE NEWSWIRE) — Transocean Ltd. (NYSE: RIG) today reported financial results for the third quarter of 2026. The Company will host a conference call and webcast at 9 a.m. EST, 3 p.m. CET, on Tuesday, November 3, 2026, with participation details included in this release. Supplemental schedules have been posted to the Investors section of the Company’s website at www.deepwater.com.

THIRD QUARTER 2026 KEY POINTS

  • Contract drilling revenues were $937 million with strong revenue efficiency(1) of 96.8%.
  • Net income was $26 million or $0.02 per diluted share.
  • Adjusted EBITDA was $313 million, implying a 33.4% margin.
  • Net cash provided by operating activities was $174 million; net of capital expenditures of $43 million, free cash flow was $131 million.
  • Ended the period with total liquidity of $1.3 billion, including the existing $510 million undrawn revolving credit facility.
  • Added $2.0 billion in contract backlog(2) at a weighted average dayrate of about $423,000.

“Since our last report, we delivered solid operating results and significantly strengthened forward contract visibility,” said Keelan Adamson, Transocean’s CEO.  “Strong cash flow enabled us to retire the remaining $200 million of debt associated with the Deepwater Aquila notes, ahead of schedule.  New deepwater and harsh-environment awards increased our backlog to approximately $8.0 billion and improved 2027 contract coverage to approximately 95%.

“Our priorities remain safe and reliable customer service, maximizing conversion of backlog into cash flow, and reducing debt.  With all regulatory approvals now in hand and the Valaris closing expected on December 1, we are focused on integration planning and capturing $200 million in identified annual synergies.”

3Q26 FINANCIAL SUMMARY

    Three months ended         Three months ended      
    September 30,   June 30,   sequential   September 30,   year-over-year
    2026   2026   change   2025   change
(In millions, except per share amounts and percentages)                                  
Contract drilling revenues   $ 937     $ 966     $ (29 )   $ 1,028     $ (91 )
Revenue efficiency     96.8 %     97.0 %           97.5 %      
Operating and maintenance expense   $ 589     $ 608     $ 19     $ 584     $ (5 )
Net income (loss)   $ 26     $ 170     $ (144 )   $ (1,923 )   $ 1,949  
Basic earnings (loss) per share   $ 0.02     $ 0.15     $ (0.13 )   $ (2.00 )   $ 2.02  
Diluted earnings (loss) per share   $ 0.02     $ 0.04     $ (0.02 )   $ (2.00 )   $ 2.02  
                                   
Adjusted EBITDA   $ 313     $ 312     $ 1     $ 397     $ (84 )
Adjusted EBITDA margin     33.4 %     32.2 %           38.7 %      
Adjusted net income   $ 1     $ 158     $ (157 )   $ 62     $ (61 )
Adjusted diluted earnings (loss) per share   $ —     $ 0.03     $ (0.03 )   $ 0.06     $ (0.06 )
                                   
Net cash provided by operating activities   $ 174     $ 236     $ (62 )   $ 246     $ (72 )
Free cash flow   $ 131     $ 212     $ (81 )   $ 235     $ (104 )
Total debt, principal amount, end of period   $ 4,975     $ 5,107     $ (132 )   $ 6,297     $ (1,322 )
                                         
  • Contract drilling revenues were lower sequentially, primarily due to an expected decrease in rig utilization.
  • Interest expense, excluding the $22 million effect of the bifurcated exchange feature of the 4.625% Exchangeable Bonds due 2029, was $112 million compared to the $114 million in the prior quarter.
  • Cash taxes paid, net of tax refunds of $9 million, were $7 million.

FLEET STATUS REPORT AND CONTRACT BACKLOG

  • The Company today issued its Fleet Status Report. Since its August 2026 report, the Company added nine new fixtures with an aggregate incremental backlog of approximately $2.0 billion and a weighted average dayrate of about $423,000.
  • As of November 2, 2026, the Company’s contract backlog is approximately $8.0 billion.

The Fleet Status Report can be accessed on the Company’s website: www.deepwater.com.

OUTLOOK

The following table includes guidance on key items for the fourth quarter and full year of 2026 and preliminary guidance for the full year of 2027:

      4Q26E     FY26E     Preliminary
FY27
(In millions, except percentages)                  
Contract drilling revenues   $ 915 –965   $ 3,900– 3,950   $ 3,850 – 4,000
Revenue efficiency, fleet wide (1)     96.50%     96.50%     96.50%
                   
Selected costs and expenses                  
Operating and maintenance expense   $ 550 – 600   $ 2,350 – 2,400   $ 2,375 – 2,500
General and administrative   $ 45 – 50   $ 185 – 190   $ 180 – 190
Interest expense   $ 107   $ 500   $ 415
Interest income   $ 5 – 10   $ 30   $ 20 – 30
                   
Capital expenditures   $ 50   $ 145   $ 130 – 140
Cash taxes   $ 25 – 30   $ 50 – 55   $ 60 – 65
Total liquidity (end of year) (a)     —   $ 1,300     1,500 – 1,700
                   
(a) Reflects scheduled debt amortization payments.                  


CONFERENCE CALL INFORMATION

Transocean will host a conference call at 9 a.m. EST, 3 p.m. CET, on Tuesday, November 3, 2026. To participate, dial +1 785-424-1631 approximately 15 minutes prior to the scheduled start time and refer to conference code 521052.

The call will be webcast in a listen-only mode at: www.deepwater.com, by selecting Investors, News, and Webcasts. Supplemental materials that may be referenced during the call will be available on the Company’s website at: www.deepwater.com, by selecting Investors, Financial Reports.

A replay of the call will be available after 12 p.m. EST, 6 p.m. CET, on Tuesday, November 3, 2026. The replay, which will be archived for approximately 30 days, can be accessed at +1 402-220-0662, passcode 521052. The replay will also be available on the Company’s website.

NON-GAAP FINANCIAL MEASURES

We present our financial statements in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). We believe certain financial measures, such as Adjusted Net Income, EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt, which are non-GAAP measures, provide users of our financial statements with supplemental information that may be useful in evaluating our operating performance. We believe that such non-GAAP measures, when read in conjunction with our financial statements presented under U.S. GAAP, can be used to better assess our performance from period to period and relative to performance of other companies in our industry, without regard to financing methods, historical cost basis or capital structure. Such non-GAAP measures should be considered as a supplement to, and not as a substitute for, financial measures prepared in accordance with U.S. GAAP.

All non-GAAP measure reconciliations to the most comparative U.S. GAAP measures are displayed in quantitative schedules on the Company’s website at: www.deepwater.com.

ABOUT TRANSOCEAN

Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services and operates the highest specification floating offshore drilling fleet in the world.

Transocean owns or has partial ownership interests in and operates a fleet of 27 mobile offshore drilling units, consisting of 20 ultra-deepwater drillships and seven harsh environment semisubmersibles.

For more information about Transocean, please visit: www.deepwater.com.

FORWARD-LOOKING STATEMENTS

The statements described herein or in the Fleet Status Report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements could contain words such as “believe,” “primarily,” “should,” “outlook,” “future,” “schedule,” “progress,” “possible,” “will,” “expect,” “estimate,” “may,” “approximate,” “could,” “plan,” or other similar expressions. Forward-looking statements in the Fleet Status Report include, but are not limited to, statements involving estimated duration of customer contracts, contract dayrate amounts, future contract commencement dates and locations, planned shipyard projects and other out-of-service time, sales of drilling units, and the cost and timing of mobilizations and reactivations. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the level of activity in offshore oil and gas exploration and development, exploration success by producers, operating hazards and delays, risks associated with international operations, actions by customers and other third parties, the fluctuation of current and future prices of oil and gas, the global and regional supply and demand for oil and gas, the intention to scrap certain drilling rigs, the effects of the spread of and mitigation efforts by governments, businesses and individuals related to contagious illnesses, and other factors, including our expectations regarding the timing, completion and anticipated benefits of the proposed business combination with Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda, and those and other risks discussed in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, and in the Company’s other filings with the SEC, which are available free of charge on the SEC’s website at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or the other consequences of such a development worsen, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or expressed or implied by such forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements, each of which speaks only as of the date of the particular statement. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or beliefs with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based, except as required by law.

This press release, or referenced documents, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and do not constitute an offering prospectus within the meaning of the Swiss Financial Services Act (“FinSA”) or advertising within the meaning of the FinSA. Investors must rely on their own evaluation of Transocean and its securities, including the merits and risks involved. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of Transocean.

NOTES

(1) Revenue efficiency is defined as actual operating revenues, excluding revenues for contract terminations and reimbursements, for the measurement period divided by the maximum revenue calculated for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding revenues for incentive provisions, reimbursements and contract terminations. See the accompanying schedule entitled “Revenue Efficiency.”
   
(2) Contract backlog is defined as the maximum contractual operating dayrate multiplied by the number of days remaining in the firm contract period, including certain performance-based provisions for which achievement is probable, and excluding provisions for mobilization, demobilization, contract preparation, other incentive provisions or reimbursement revenues, which are not expected to be material to our contract drilling revenues. The contract backlog represents the maximum contract drilling revenues that can be earned considering the reported operating dayrate in effect during the firm contract period.


ANALYST CONTACT:
Sarah Davidson
+1 713-232-7217

MEDIA CONTACT:
Kristina Mays
+1 713-232-7734

TRANSOCEAN LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(Unaudited)

    Three months ended   Nine months ended
    September 30,   September 30,
    2026   2025   2026   2025
                         
Contract drilling revenues   $ 937     $ 1,028     $ 2,984     $ 2,922  
                         
Costs and expenses                        
Operating and maintenance     589       584       1,803       1,801  
Depreciation and amortization     146       161       437       512  
General and administrative     62       46       167       145  
      797       791       2,407       2,458  
                         
Loss on impairment of assets     —       (1,913 )     —       (3,049 )
Gain (loss) on disposal of assets, net     3       (1 )     5       8  
Operating income (loss)     143       (1,677 )     582       (2,577 )
                         
Other income (expense), net                        
Interest income     1       12       23       30  
Interest expense     (134 )     (154 )     (390 )     (382 )
Loss on retirement of debt     —       —       (11 )     —  
Other, net     (85 )     (78 )     (78 )     (101 )
      (218 )     (220 )     (456 )     (453 )
                         
Income (loss) before income taxes     (75 )     (1,897 )     126       (3,030 )
Income tax expense (benefit)     (101 )     26       (141 )     (90 )
Net income (loss)   $ 26     $ (1,923 )   $ 267     $ (2,940 )
                         
Earnings (loss) per share                        
Basic   $ 0.02     $ (2.00 )   $ 0.24     $ (3.23 )
Diluted   $ 0.02     $ (2.00 )   $ 0.24     $ (3.23 )
                         
Weighted-average shares outstanding                        
Basic     1,120       961       1,116       911  
Diluted     1,127       961       1,126       911  

TRANSOCEAN LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except par value)
(Unaudited)

    September 30,   December 31,
    2026   2025
Assets            
Cash and cash equivalents   $ 499     $ 620  
Accounts receivable, net of allowance of $2 at September 30, 2026 and December 31, 2025     645       540  
Materials and supplies, net of allowance of $149 and $140 at September 30, 2026 and December 31, 2025, respectively     371       378  
Assets held for sale     —       24  
Restricted cash and cash equivalents     285       377  
Other current assets     189       142  
Total current assets     1,989       2,081  
             
Property and equipment     17,515       17,451  
Less accumulated depreciation     (5,277 )     (4,874 )
Property and equipment, net     12,238       12,577  
             
Deferred tax assets, net     62       61  
Other assets     779       923  
Total assets   $ 15,068     $ 15,642  
             
Liabilities and equity            
Accounts payable   $ 269     $ 242  
Accrued income taxes     6       22  
Debt due within one year     460       445  
Other current liabilities     568       627  
Total current liabilities     1,303       1,336  
             
Long-term debt     4,558       5,212  
Deferred tax liabilities, net     254       404  
Other long-term liabilities     499       582  
Total long-term liabilities     5,311       6,198  
             
Commitments and contingencies            
             
Shares, $0.10 par value,            
1,445 authorized, 141 conditionally authorized, 1,304 issued and 1,117 outstanding at September 30, 2026 and            
1,204 authorized, 141 conditionally authorized, 1,204 issued and 1,102 outstanding at December 31, 2025     112       110  
Additional paid-in capital     15,623       15,604  
Accumulated deficit     (7,193 )     (7,460 )
Accumulated other comprehensive loss     (88 )     (146 )
Total equity     8,454       8,108  
Total liabilities and equity   $ 15,068     $ 15,642  

TRANSOCEAN LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)

    Nine months ended
    September 30,
    2026   2025
Cash flows from operating activities            
Net income (loss)   $ 267     $ (2,940 )
Adjustments to reconcile to net cash provided by operating activities:            
Depreciation and amortization     437       512  
Share-based compensation expense     27       26  
Loss on impairment of assets     —       3,049  
Gain on disposal of assets, net     (5 )     (8 )
Amortization of debt-related balances, net     29       36  
(Gain) loss on adjustment to bifurcated compound exchange feature     41       (51 )
Loss on retirement of debt     11       —  
Loss on conversion of debt to equity     —       99  
Gain on disposal of investment in equity of unconsolidated affiliate     (19 )     —  
Deferred income tax benefit     (190 )     (146 )
Other, net     104       13  
Changes in contract liabilities, net     (88 )     (136 )
Changes in deferred costs, net     49       53  
Changes in other operating assets and liabilities, net     (89 )     (107 )
Net cash provided by operating activities     574       400  
             
Cash flows from investing activities            
Capital expenditures     (95 )     (95 )
Deposits to short-term investments     (50 )     —  
Investment in equity of unconsolidated affiliates     (2 )     —  
Proceeds from disposal of assets, net of costs to sell     31       44  
Proceeds from disposal of investment in equity of unconsolidated affiliates     39       4  
Proceeds from disposal of investment in debt of unconsolidated affiliate     13       —  
Net cash used in investing activities     (64 )     (47 )
             
Cash flows from financing activities            
Repayments of debt     (718 )     (450 )
Proceeds from issuance of shares, net of issue costs     —       421  
Other, net     (5 )     (15 )
Net cash used in financing activities     (723 )     (44 )
             
Net increase (decrease) in unrestricted and restricted cash and cash equivalents     (213 )     309  
Unrestricted and restricted cash and cash equivalents, beginning of period     997       941  
Unrestricted and restricted cash and cash equivalents, end of period   $ 784     $ 1,250  

TRANSOCEAN LTD. AND SUBSIDIARIES
FLEET OPERATING STATISTICS
                         
    Three months ended
    September 30,
  June 30,
  September 30,
Contract Drilling Revenues (in millions)   2026
  2026
  2025
Ultra-deepwater floaters   $ 590     $ 623     $ 696  
Harsh environment floaters     347       343       332  
Total contract drilling revenues   $ 937     $ 966     $ 1,028  

    Three months ended
    September 30,
  June 30,
  September 30,
Average Daily Revenue (1)   2026
  2026
  2025
Ultra-deepwater floaters   $ 442,100     $ 455,500     $ 460,200  
Harsh environment floaters     504,300       510,000       467,100  
Total fleet average daily revenue   $ 462,600     $ 472,500     $ 462,300  

    Three months ended
    September 30,   June 30,   September 30,
Revenue Efficiency (2)   2026   2026   2025
Ultra-deepwater floaters   96.4 %   95.7 %   96.2 %
Harsh environment floaters   97.7 %   99.5 %   100.8 %
Total fleet average revenue efficiency   96.8 %   97.0 %   97.5 %

    Three months ended
    September 30,   June 30,   September 30,
Utilization (3)   2026   2026   2025
Ultra-deepwater floaters   67.6 %   72.6 %   71.0 %
Harsh environment floaters   95.1 %   94.2 %   90.6 %
Total fleet average rig utilization   74.7 %   78.2 %   76.0 %
                   
(1) Average daily revenue is defined as operating revenues, excluding revenues for contract terminations, reimbursements and contract intangible amortization, earned per operating day. An operating day is defined as a day for which a rig is contracted to earn a dayrate during the firm contract period after operations commence.
                   
(2) Revenue efficiency is defined as actual operating revenues, excluding revenues for contract terminations and reimbursements, for the measurement period divided by the maximum revenue calculated for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding revenues for incentive provisions, reimbursements and contract terminations.
                   
(3) Rig utilization is defined as the total number of operating days divided by the total number of rig calendar days in the measurement period, expressed as a percentage.

                           

Transocean Ltd. and subsidiaries
Non-GAAP Financial Measures and Reconciliations
Adjusted Net Income (Loss) and Adjusted Diluted Earnings (Loss) Per Share
(in millions, except per share data)
                                           
            YTD   QTD   YTD   QTD   YTD
Year ending December 31, 2026           09/30/26   09/30/26   06/30/26   06/30/26   03/31/26
                                           
Net income               $ 267     $ 26     $ 241     $ 170     $ 71  
Acquisition and restructuring costs                 29       10       19       12       7  
(Gain) loss on disposal of assets, net                 (6 )     (4 )     (2 )     3       (5 )
Loss on retirement of debt                 9       —       9       —       9  
Benefit plan termination settlement cost                 62       62       —       —       —  
Discrete tax items                 (230 )     (93 )     (137 )     (27 )     (110 )
Adjusted Net Income (Loss)               $ 131     $ 1     $ 130     $ 158     $ (28 )
                                           
                                           
Diluted earnings per share               $ 0.24     $ 0.02     $ 0.21     $ 0.04     $ 0.06  
Acquisition and restructuring costs                 0.02       0.01       0.02       0.01       —  
(Gain) loss on disposal of assets, net                 —       —       —       —       —  
Loss on retirement of debt                 0.01       —       0.01       —       0.01  
Benefit plan termination settlement cost                 0.05       0.05       —       —       —  
Discrete tax items                 (0.20 )     (0.08 )     (0.12 )     (0.02 )     (0.10 )
Adjusted Diluted Earnings (Loss) Per Share               $ 0.12     $ —     $ 0.12     $ 0.03     $ (0.03 )
                                           
    YTD   QTD   YTD   QTD   YTD   QTD   YTD
Year ended December 31, 2025   12/31/25   12/31/25   09/30/25   09/30/25   06/30/25   06/30/25   03/31/25
                                           
Net income (loss) attributable to controlling interest   $ (2,915 )   $ 25     $ (2,940 )   $ (1,923 )   $ (1,017 )   $ (938 )   $ (79 )
Restructuring costs     3       —       3       3       —       —       —  
Loss on impairment of assets, net of tax     3,036       —       3,036       1,908       1,128       1,128       —  
Gain on disposal of assets, net     (4 )     (4 )     —       —       —       —       —  
Loss on conversion of debt to equity     99       —       99       75       24       24       —  
Gain on retirement of debt     (3 )     (3 )     —       —       —       —       —  
Discrete tax items     (179 )     3       (182 )     (1 )     (181 )     (195 )     14  
Adjusted Net Income (Loss)   $ 37     $ 21     $ 16     $ 62     $ (46 )   $ 19     $ (65 )
                                           
                                           
Diluted earnings (loss) per share   $ (3.04 )   $ 0.02     $ (3.23 )   $ (2.00 )   $ (1.15 )   $ (1.06 )   $ (0.11 )
Restructuring costs     —       —       —       —       —       —       —  
Loss on impairment of assets, net of tax     3.16       —       3.34       1.98       1.27       1.27       —  
Gain on disposal of assets, net     —       —       —       —       —       —       —  
Loss on conversion of debt to equity     0.10       —       0.11       0.08       0.03       0.03       —  
Gain on retirement of debt     —       —       —       —       —       —       —  
Discrete tax items     (0.18 )     —       (0.20 )     —       (0.20 )     (0.22 )     0.01  
Dilutive effect, 4.625% exchangeable bonds due December 2029     —       —       (0.03 )     —       (0.05 )     (0.02 )     —  
Adjusted Diluted Earnings (Loss) Per Share   $ 0.04     $ 0.02     $ (0.01 )   $ 0.06     $ (0.10 )   $ —     $ (0.10 )

Transocean Ltd. and subsidiaries
Non-GAAP Financial Measures and Reconciliations
Earnings Before Interest, Taxes, Depreciation and Amortization and Related Margins
(in millions, except percentages)
                                           
            YTD   QTD   YTD   QTD   YTD
Year ending December 31, 2026           09/30/26   09/30/26   06/30/26   06/30/26   03/31/26
                                           
Contract drilling revenues               $ 2,984     $ 937     $ 2,047     $ 966     $ 1,081  
                                           
Net income               $ 267     $ 26     $ 241     $ 170     $ 71  
Interest expense, net of interest income                 367       133       234       (32 )     266  
Income tax expense (benefit)                 (141 )     (101 )     (40 )     14       (54 )
Depreciation and amortization                 437       146       291       148       143  
EBITDA                 930       204       726       300       426  
                                           
Acquisition and restructuring costs                 29       10       19       12       7  
Gain on disposal of assets, net                 (6 )     (2 )     (4 )     —       (4 )
Loss on retirement of debt                 11       —       11       —       11  
Benefit plan termination settlement cost                 101       101       —       —       —  
Adjusted EBITDA               $ 1,065     $ 313     $ 752     $ 312     $ 440  
                                           
                                           
Profit margin                 8.9 %     2.7 %     11.8 %     17.7 %     6.5 %
EBITDA margin                 31.1 %     21.7 %     35.4 %     31.0 %     39.4 %
Adjusted EBITDA margin                 35.7 %     33.4 %     36.7 %     32.2 %     40.7 %
                                           
    YTD   QTD   YTD   QTD   YTD   QTD   YTD
Year ended December 31, 2025   12/31/25   12/31/25   09/30/25   09/30/25   06/30/25   06/30/25   03/31/25
                                           
Contract drilling revenues   $ 3,965     $ 1,043     $ 2,922     $ 1,028     $ 1,894     $ 988     $ 906  
                                           
Net income (loss)   $ (2,915 )   $ 25     $ (2,940 )   $ (1,923 )   $ (1,017 )   $ (938 )   $ (79 )
Interest expense, net of interest income     515       163       352       142       210       102       108  
Income tax expense (benefit)     (33 )     57       (90 )     26       (116 )     (155 )     39  
Depreciation and amortization     659       147       512       161       351       175       176  
EBITDA     (1,774 )     392       (2,166 )     (1,594 )     (572 )     (816 )     244  
                                           
Restructuring costs     3       —       3       3       —       —       —  
Loss on impairment of assets     3,049       —       3,049       1,913       1,136       1,136       —  
Gain on disposal of assets, net     (4 )     (4 )     —       —       —       —       —  
Gain on retirement of debt     (3 )     (3 )     —       —       —       —       —  
Loss on conversion of debt to equity     99       —       99       75       24       24       —  
Adjusted EBITDA   $ 1,370     $ 385     $ 985     $ 397     $ 588     $ 344     $ 244  
                                           
                                           
Profit (loss) margin     (73.5 )%     2.4 %     (100.6 )%     (187.0 )%     (53.7 )%     (94.9 )%     (8.7 )%
EBITDA margin     (44.8 )%     37.5 %     (74.1 )%     (154.9 )%     (30.2 )%     (82.5 )%     26.9 %
Adjusted EBITDA margin     34.6 %     36.8 %     33.8 %     38.7 %     31.1 %     34.9 %     26.9 %

Transocean Ltd. and subsidiaries
Non-GAAP Financial Measures and Reconciliations
Free Cash Flow and Levered Free Cash Flow
(in millions)
                                           
            YTD   QTD   YTD   QTD   YTD
Year ending December 31, 2026           09/30/26   09/30/26   06/30/26   06/30/26   03/31/26
                                           
Net cash provided by operating activities               $ 574     $ 174     $ 400     $ 236     $ 164  
Capital expenditures                 (95 )     (43 )     (52 )     (24 )     (28 )
Free Cash Flow                 479       131       348       212       136  
                                           
Debt repayments                 (718 )     (132 )     (586 )     (30 )     (556 )
Debt repayments, paid from debt proceeds                 —       —       —       —       —  
Levered Free Cash Flow               $ (239 )   $ (1 )   $ (238 )   $ 182     $ (420 )
                                           
    YTD   QTD   YTD   QTD   YTD   QTD   YTD
Year ended December 31, 2025   12/31/25   12/31/25   09/30/25   09/30/25   06/30/25   06/30/25   03/31/25
                                           
Net cash provided by operating activities   $ 749     $ 349     $ 400     $ 246     $ 154     $ 128     $ 26  
Capital expenditures     (123 )     (28 )     (95 )     (11 )     (84 )     (24 )     (60 )
Free Cash Flow     626       321       305       235       70       104       (34 )
                                           
Debt repayments     (1,556 )     (1,106 )     (450 )     (210 )     (240 )     (30 )     (210 )
Debt repayments, paid from debt proceeds     492       492       —       —       —       —       —  
Levered Free Cash Flow   $ (438 )   $ (293 )   $ (145 )   $ 25     $ (170 )   $ 74     $ (244 )

Transocean Ltd. and subsidiaries
Non-GAAP Financial Measures and Reconciliations
Net Debt and Net Debt to EBITDA Ratio
(in millions, except ratios)
                         
2026         09/30/26   06/30/26   03/31/26
                         
Debt, total principal amount         $ 4,975     $ 5,107     $ 5,137  
Cash and cash equivalents           (499 )     (509 )     (330 )
Restricted cash and cash equivalents           (285 )     (286 )     (285 )
Net Debt         $ 4,191     $ 4,312     $ 4,522  
                         
Adjusted EBITDA, trailing four quarters         $ 1,450     $ 1,534     $ 1,566  
                         
Net Debt to EBITDA Ratio           2.9 x     2.8 x     2.9 x
                         
2025   12/31/25   09/30/25   06/30/25   03/31/25
                         
Debt, total principal amount   $ 5,686     $ 6,297     $ 6,654     $ 6,734  
Cash and cash equivalents     (620 )     (833 )     (377 )     (263 )
Restricted cash and cash equivalents     (377 )     (417 )     (395 )     (428 )
Net Debt   $ 4,689     $ 5,047     $ 5,882     $ 6,043  
                         
Adjusted EBITDA, trailing four quarters   $ 1,370     $ 1,308     $ 1,253     $ 1,193  
                         
Net Debt to EBITDA Ratio     3.4 x     3.9 x     4.7 x     5.1 x

Transocean Ltd. and subsidiaries
Supplemental Effective Tax Rate Analysis
(in millions, except tax rates)
                               
    Three months ended   Nine months ended
    September 30,   June 30,   September 30,   September 30,   September 30,
    2026   2026   2025   2026   2025
                               
Income (loss) before income taxes   $ (75 )   $ 184     $ (1,897 )   $ 126     $ (3,030 )
Acquisition and restructuring costs     10       12       3       29       3  
Loss on impairment of assets     —       —       1,913       —       3,049  
Gain on disposal of assets, net     (2 )     —       —       (6 )     —  
Loss on conversion of debt to equity     —       —       75       —       99  
Loss on retirement of debt     —       —       —       11       —  
Benefit plan termination settlement cost     101       —       —       101       —  
Adjusted income before income taxes   $ 34     $ 196     $ 94     $ 261     $ 121  
                               
                               
Income tax expense (benefit)   $ (101 )   $ 14     $ 26     $ (141 )   $ (90 )
Acquisition and restructuring costs     —       —       —       —       —  
Loss on impairment of assets     —       —       5       —       13  
Gain on disposal of assets, net     2       (3 )     —       —       —  
Loss on conversion of debt to equity     —       —       —       —       —  
Loss on retirement of debt     —       —       —       2       —  
Benefit plan termination settlement cost     39       —       —       39       —  
Changes in estimates (1)     93       27       1       230       182  
Adjusted income tax expense   $ 33     $ 38     $ 32     $ 130     $ 105  
                               
Effective Tax Rate (2)     133.5 %     7.8 %     (1.4 )%     (112.3 )%     3.0 %
                               
Effective Tax Rate, excluding discrete items (3)     97.5 %     19.4 %     34.8 %     49.9 %     86.6 %
                               
(1) Our estimates change as we file tax returns, settle disputes with tax authorities, or become aware of changes in laws, operational changes and rig movements that have an effect on our (a) deferred taxes, (b) valuation allowances on deferred taxes and (c) other tax liabilities.
                               
(2) Our effective tax rate is calculated as income tax expense or benefit divided by income or loss before income taxes.
                               
(3) Our effective tax rate, excluding discrete items, is calculated as income tax expense or benefit, excluding various discrete items (such as changes in estimates and tax on items excluded from income or loss before income taxes), divided by income or loss before income taxes, excluding gains and losses on sales and similar items pursuant to the accounting standards for income taxes related to estimating the annual effective tax rate.

  • Third quarter revenue of $206.7 million
  • Third quarter diluted EPS of $(0.84); adjusted diluted EPS of $0.14
  • Third quarter operating cash flow of $46.4 million
  • AMA CPT® Editorial Panel approved new Category I CPT codes for single lead hypoglossal nerve stimulation, including Inspire V, set to take effect January 1, 2028

MINNEAPOLIS, Nov. 02, 2026 (GLOBE NEWSWIRE) — Inspire Medical Systems, Inc. (NYSE: INSP) (Inspire, or the Company), a medical technology company focused on the development and commercialization of innovative, minimally invasive solutions for patients with obstructive sleep apnea, today reported financial results for the quarter ended September 30, 2026.

“We are pleased to have delivered sequential growth in the third quarter, with U.S. performance coming in ahead of our expectations. Results suggest that, despite some lingering headwinds, there is greater comfort among implanting physicians with the current coding dynamic. We will stay disciplined in our education initiatives and focused on executing our strategic priorities as we finish out 2026 and plan for a return to growth in 2027,” said Tim Herbert, Chairman and CEO of Inspire Medical Systems.

“Looking further ahead, we were also pleased with the AMA Editorial Panel’s September approval of a new CPT® code for single lead HGNS devices, including the Inspire V system. When this takes effect in January 2028, a dedicated code set will give physicians and hospitals enhanced clarity around coding and reimbursement and, in turn, further enable patient access to Inspire therapy. With that progress, and the investment capacity we’re redirecting into high-impact revenue growth initiatives through Project Horizon, we believe we are positioned well for growth in the years ahead.”

Third Quarter 2026 Financial Results (Third Quarter 2026 compared to Third Quarter 2025)

  • Revenue decreased 7.9% to $206.7 million, driven primarily by a decline in U.S. revenue. The U.S. revenue decline was primarily driven by the adverse impacts of coding and reimbursement challenges.
  • Gross margin increased 20 bps to 86.0%, primarily due to increased sales mix of the Inspire V system, which has a higher gross margin than the Inspire IV system.
  • Operating expenses increased $23.5 million, or 12.8%, to $206.6 million, primarily due to $24.1 million of restructuring charges, legal settlement expense of $7.0 million, and higher legal fees, partially offset by lower marketing expenses and lower stock-based compensation expense.
  • Operating loss was $28.7 million, and operating margin was (13.9)%. Adjusted operating income was $1.9 million, and adjusted operating margin was 0.9%.
  • The effective tax rate was 2.5% compared to 26.7%. The decrease in the effective tax rate was primarily driven by the current period pre-tax loss and discrete tax charges related to restructuring. For the three months ended September 30, 2025, the Company maintained a full valuation allowance against federal and state deferred tax assets, which was subsequently released at December 31, 2025.
  • Net loss was $24.4 million and adjusted net earnings was $4.1 million.
  • Diluted EPS was $(0.84) and adjusted diluted EPS was $0.14.

Financial Condition

  • Net cash provided by operating activities for the three months ended September 30, 2026 was $46.4 million, compared to $68.5 million in the prior year period. The change was primarily driven by lower net earnings and lower collections on receivables due to the third quarter 2025 cash recovery following temporary issues with the implementation of a new invoice portal and delivery process in the second quarter of 2025.
  • As of September 30, 2026, cash, cash equivalents, and investments increased $48.5 million to $453.1 million as compared to December 31, 2025.

Full Year 2026 Guidance

The Company is narrowing its previously announced revenue outlook to be in the range of $850 million to $860 million, compared to the previous range of $835 million to $875 million. Additionally, the Company now expects adjusted operating margin to be in the range of 4.5% to 5.5%, diluted EPS to be in the range of $(0.36) to $(0.10) and adjusted diluted EPS to be in the range of $1.20 to $1.40.

The Company’s outlook assumes an effective tax rate of approximately 120% to 175% and an adjusted effective tax rate of 33% to 34%, estimated weighted average diluted shares outstanding of approximately 28.9 million, and capital expenditures between $35 million to $40 million.

Webcast and Conference Call

The Company’s management will host a conference call after market close today, Monday, November 2, 2026, at 5:00 p.m. Eastern Time to discuss these results and answer questions.

To access the conference call, please preregister on
https://register-conf.media-server.com/register/BI4b0290b4bb464cecaa0a2b420ca13a02.
Registrants will receive confirmation with dial-in details.

A live webcast of the event can be accessed on https://edge.media-server.com/mmc/p/d84s2zzb/. A replay of the webcast will be available on https://investors.inspiresleep.com starting approximately two hours after the event and archived on the site for two weeks.

About Inspire Medical Systems

Inspire Medical Systems is a medical technology company focused on the development and commercialization of innovative, minimally invasive solutions for patients with obstructive sleep apnea. Inspire’s proprietary Inspire therapy is the first FDA, EU MDR, and PDMA-approved neurostimulation technology that provides a safe and effective treatment for moderate to severe obstructive sleep apnea.

For additional information about Inspire, please visit www.inspiresleep.com.

Use of Non-GAAP Financial Measures

This press release includes non-GAAP financial measures, including without limitation, adjusted operating income, adjusted operating margin, adjusted earnings before income taxes, adjusted income tax expense, adjusted effective tax rate, adjusted net earnings, adjusted net earnings per diluted share (“EPS”), adjusted EBITDA, and adjusted EBITDA margin, which differ from financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”).

We define adjusted operating income as operating income or loss adjusted for items that are not indicative of our ongoing operations. Operating income is the most directly comparable GAAP financial measure to adjusted operating income. We define adjusted operating margin in this release as adjusted operating income divided by revenue. Operating margin is the most directly comparable GAAP financial measure to adjusted operating margin. Adjusted earnings before income taxes is defined as earnings before income taxes, adjusted for items that are not indicative of our ongoing operations. Earnings before income taxes is the most directly comparable GAAP financial measure. Adjusted income tax expense is defined as income tax expense, adjusted for items that are not indicative of our ongoing operations. Adjusted effective tax rate is adjusted income tax expense divided by adjusted earnings before income taxes. Income tax expense is the most directly comparable GAAP financial measure. Adjusted net earnings is defined as net earnings or loss, adjusted for items that are not indicative of our ongoing operations. Net earnings or loss is the most directly comparable GAAP financial measure to adjusted net earnings. Adjusted net earnings per diluted share is calculated as adjusted net earnings divided by the diluted weighted average shares outstanding. Net earnings or loss per diluted share is the most directly comparable GAAP financial measure to adjusted net earnings per diluted share. We define adjusted EBITDA as net earnings or loss, less interest and dividend income, net, plus income tax expense, plus depreciation and amortization, plus stock-based compensation expense, adjusted for items that are not indicative of our ongoing operations. Net earnings or loss is the most directly comparable GAAP financial measure to adjusted EBITDA. We define adjusted EBITDA margin in this release as adjusted EBITDA divided by revenue. Net earnings or loss margin is the most directly comparable GAAP measure to adjusted EBITDA margin. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP measures are included in this press release.

These non-GAAP financial measures are presented because we believe they are useful indicators of our operating performance and facilitate a more meaningful trend analysis without the distortion of various adjustment items. Management uses these measures principally as measures of our underlying operating performance, trends, and for planning purposes, including the preparation of our annual operating plan and financial projections. We believe these measures are useful to investors as supplemental information and because they are frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. We also believe these non-GAAP financial measures are useful to our management and investors as a measure of comparative operating performance from period to period.

These non-GAAP financial measures should not be considered as an alternative to, or superior to, the most directly comparable GAAP financial measures, as measures of financial performance or cash flows from operations, as a measure of liquidity, or any other performance measure derived in accordance with GAAP, and they should not be construed to imply that our future results will be unaffected by unusual or non-recurring items. In addition, Adjusted EBITDA is not intended to be a measure of cash flow for management’s discretionary use, as it does not reflect certain cash requirements such as tax payments, capital expenditures, and certain other cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs, and cash costs to replace assets being depreciated and amortized. In evaluating our non-GAAP financial measures, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of non-GAAP financial measures should not be construed to imply that our future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily relying on our GAAP results in addition to using non-GAAP financial measures on a supplemental basis. These measures and their definitions are discussed in more detail below and our definition of these non-GAAP financial measures is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are forward-looking statements, including, without limitation, statements regarding estimated financial and non-financial impacts from our strategic growth plan (including without limitation, the extent and manner of the use of investments in revenue growth initiatives as well as the time to complete the strategic growth plan) and potential impacts to our business (including potential actions and solutions, such as the new Category I CPT code for Inspire V set to take effect January 1, 2028 and final 2027 Medicare reimbursement payments, as well as timing of these impacts and any related clarity) associated with coding and reimbursement, and our expectations regarding our future growth prospects and full year 2026 financial outlook (including without limitation expectations for the impacts of coding and reimbursement, revenue, expected growth, adjusted operating margin, net earnings or loss per diluted share, adjusted net earnings per diluted share, effective tax rate, adjusted effective tax rate, weighted average diluted shares outstanding and capital expenditures). In some cases, you can identify forward-looking statements by terms such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘expect,’’ ‘‘plan,’’ ‘‘anticipate,’’ ‘‘could,’’ “future,” “outlook,” “guidance,” ‘‘intend,’’ ‘‘target,’’ ‘‘project,’’ ‘‘contemplate,’’ ‘‘believe,’’ ‘‘estimate,’’ ‘‘predict,’’ ‘‘potential,’’ ‘‘continue,’’ or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.

These forward-looking statements are based on management’s current expectations and involve known and unknown risks and uncertainties that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others: our dependency on our Inspire system for revenues; fluctuations in our financial results and the market price of our common stock; our ability to sustain or increase our profitability and our history of operating losses; commercial success and market acceptance of our Inspire therapy; our ability to achieve and maintain adequate and clear levels of coverage or reimbursement for our Inspire system or any future products we may seek to commercialize; competitive companies, technologies, and pharmaceuticals in our industry; our ability to expand our indications and develop and commercialize additional products and enhancements to our Inspire system; our ability to forecast demand and manage our inventory; our dependence on third-parties; risks related to consolidation in the healthcare industry; our ability to expand, manage, and maintain our direct sales and marketing organization, and to market and sell our Inspire system in markets outside of the United States; our ability to manage our growth; risks related to product liability claims and warranty claims; our ability to address quality issues that may arise with our Inspire system; any failure of key information technology systems, processes, or sites or damage to or inability to access our physical facilities; any violations of anti-bribery, anti-corruption, and anti-money laundering laws; future needs for additional financing; risks related to our tax assets and changes in tax laws; our ability to timely commercialize or obtain regulatory approvals or certifications for our Inspire therapy and system; U.S. Food and Drug Administration (FDA) or other United States or foreign regulatory actions affecting us or the healthcare industry generally; our ability to establish and maintain intellectual property protection for our Inspire therapy and system or avoid claims of infringement; and our strategic growth plan may not achieve our intended outcome.

Other important factors that could cause actual results, performance or achievements to differ materially from those contemplated in this press release can be found under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations“ in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and as such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the Investors page of our website at www.inspiresleep.com. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, unless required by applicable law, we disclaim any obligation to do so, even if subsequent events cause our views to change. Thus, one should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. These forward-looking statements should not be relied upon as representing our views as of any date after the date of this press release.

Investor and Media Contact
Brian Johnston or Louisa Smith
Gilmartin Group
IR@inspiresleep.com

         
Inspire Medical Systems, Inc.

Consolidated Statements of Operations (unaudited)

(in thousands, except share and per share amounts)

         
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
      2026       2025       2026       2025  
Revenue   $ 206,695     $ 224,501     $ 611,859     $ 642,904  
Cost of goods sold     28,837       31,773       85,630       97,154  
Gross profit     177,858       192,728       526,229       545,750  
Operating expenses:                
Research and development     22,176       24,211       72,700       78,223  
Selling, general and administrative     184,398       158,873       483,877       462,684  
Total operating expenses     206,574       183,084       556,577       540,907  
Operating (loss) income     (28,716 )     9,644       (30,348 )     4,843  
Interest and dividend (income), net     (3,897 )     (3,973 )     (11,377 )     (13,521 )
Other expense, net     191       66       527       2,986  
(Loss) earnings before income taxes     (25,010 )     13,551       (19,498 )     15,378  
Income tax (benefit) expense     (616 )     3,619       15,876       6,046  
Net (loss) earnings   $ (24,394 )   $ 9,932     $ (35,374 )   $ 9,332  
Basic (loss) earnings per share   $ (0.84 )   $ 0.34     $ (1.23 )   $ 0.32  
Diluted (loss) earnings per share   $ (0.84 )   $ 0.34     $ (1.23 )   $ 0.31  
Weighted average shares outstanding:                
Basic     28,929,352       29,332,376       28,822,985       29,512,495  
Diluted     28,929,352       29,600,223       28,822,985       29,938,246  

         
Inspire Medical Systems, Inc.

Consolidated Balance Sheets (unaudited)

(in thousands, except share and per share amounts)

         
    September 30,
2026
  December 31, 2025
Assets        
Current assets:        
Cash and cash equivalents   $ 190,803     $ 104,813  
Investments, short-term     137,168       203,455  
Accounts receivable, net of allowance for credit losses of $787 and $1,080, respectively     104,706       119,692  
Inventories, net     178,960       145,293  
Prepaid expenses and other current assets     15,988       10,399  
Total current assets     627,625       583,652  
Investments, long-term     125,125       96,330  
Property and equipment, net     85,635       97,872  
Operating lease right-of-use assets     22,125       23,532  
Deferred tax assets     74,196       88,667  
Other non-current assets     18,327       17,264  
Total assets   $ 953,033     $ 907,317  
Liabilities and stockholders’ equity        
Current liabilities:        
Accounts payable   $ 38,073     $ 36,565  
Accrued expenses     59,265       59,490  
Total current liabilities     97,338       96,055  
Operating lease liabilities, non-current portion     28,611       29,998  
Other non-current liabilities     135       104  
Total liabilities     126,084       126,157  
Stockholders’ equity:        
Preferred Stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding     —       —  
Common Stock, $0.001 par value; 200,000,000 shares authorized; 28,941,555 and 28,579,015 issued and outstanding at September 30, 2026 and December 31, 2025, respectively     29       29  
Additional paid-in capital     1,010,235       927,159  
Accumulated other comprehensive (loss) income     (1,449 )     464  
Accumulated deficit     (181,866 )     (146,492 )
Total stockholders’ equity     826,949       781,160  
Total liabilities and stockholders’ equity   $ 953,033     $ 907,317  

     
Inspire Medical Systems, Inc.
GAAP to Non-GAAP Reconciliations (unaudited)
(in thousands, except per share amounts)
     
    Three Months Ended September 30, 2026
    Gross Profit   Operating Expenses   Operating (Loss) Income   Operating Margin   Other (Income)   (Loss) Earnings Before Income Taxes   Income Tax (Benefit) Expense   Effective Tax Rate   Net (Loss) Earnings   Diluted EPS
Reported   $ 177,858   $ 206,574     $ (28,716 )   (13.9)%   $ (3,706 )   $ (25,010 )   $ (616 )   2.5 %   $ (24,394 )   $ (0.84 )
Non-GAAP adjustments:                                        
Legal fees1     —     (3,567 )     3,567     1.7 %     —       3,567       935           2,632       0.09  
Legal settlement2     —     (7,000 )     7,000     3.4 %     —       7,000       2,361           4,639       0.15  
Restructuring charges3     —     (24,138 )     24,138     11.7 %     —       24,138       1,851           22,287       0.77  
Share forfeitures4     —     4,128       (4,128 )   (2.0) %     —       (4,128 )     (1,392 )         (2,736 )     (0.09 )
Tax impact of stock-based compensation5     —     —       —     — %     —       —       (1,636 )         1,636       0.06  
Adjusted   $ 177,858   $ 175,997     $ 1,861     0.9 %   $ (3,706 )   $ 5,567     $ 1,503     27.0 %   $ 4,064     $ 0.14  

    Three Months Ended September 30, 2025
    Gross Profit   Operating Expenses   Operating Income   Operating Margin   Other (Income)   Earnings Before Income Taxes   Income Tax Expense   Effective Tax Rate   Net Earnings   Diluted EPS
Reported   $ 192,728   $ 183,084     $ 9,644   4.3 %   $ (3,907 )   $ 13,551   $ 3,619   26.7 %   $ 9,932   $ 0.34
Non-GAAP adjustments:                                        
Legal fees1     —     (1,289 )     1,289   0.6 %     —       1,289     320         969     0.03
Adjusted   $ 192,728   $ 181,795     $ 10,933   4.9 %   $ (3,907 )   $ 14,840   $ 3,939   26.5 %   $ 10,901   $ 0.37

1 These costs represent legal-related expenses related to (a) a civil investigative demand from the Department of Justice, (b) a patent infringement suit that we filed against Nyxoah S.A. and its wholly-owned subsidiary, Nyxoah, Inc. (“Nyxoah”), and (c) a patent infringement suit brought against us by Nyxoah.

2 Legal settlement expense associated with the proposed settlement of a pixel-tracking class action.

3 Restructuring charges related to Project Horizon.

4 Stock-based compensation expense benefit due to share forfeitures related to actions of Project Horizon.

5 The accounting standards codification guidance governing employee stock-based compensation requires that any excess or deficient tax deduction for stock-based compensation be immediately recorded within income tax expense. Employee stock-based compensation activity, including the exercise of stock options, can be unpredictable and can significantly impact our net earnings, net earnings per diluted share, and effective tax rate. These amounts represent the discrete tax expense recorded as excess tax expense for stock-based compensation.

     
Inspire Medical Systems, Inc.
GAAP to Non-GAAP Reconciliations (unaudited)
(in thousands, except per share amounts)
     
    Nine Months Ended September 30, 2026
    Gross Profit   Operating Expenses   Operating (Loss) Income   Operating Margin   Other (Income)   (Loss) Earnings Before Income Taxes   Income Tax Expense   Effective Tax Rate   Net (Loss) Earnings   Diluted EPS
Reported   $ 526,229   $ 556,577     $ (30,348 )   (5.0)%   $ (10,850 )   $ (19,498 )   $ 15,876     (81.4)%   $ (35,374 )   $ (1.23 )
Non-GAAP adjustments:                                        
Legal fees1     —     (8,700 )     8,700     1.5 %     —       8,700       2,611           6,089       0.21  
Legal settlement2     —     (7,000 )     7,000     1.1 %     —       7,000       2,361           4,639       0.16  
Restructuring charges3     —     (24,138 )     24,138     4.0 %     —       24,138       1,851           22,287       0.77  
Share forfeitures4     —     4,128       (4,128 )   (0.7) %     —       (4,128 )     (1,392 )         (2,736 )     (0.09 )
Tax impact of stock-based compensation5     —     —       —     — %     —       —       (16,011 )         16,011       0.56  
Adjusted   $ 526,229   $ 520,867     $ 5,362     0.9 %   $ (10,850 )   $ 16,212     $ 5,296     32.7 %   $ 10,916     $ 0.38  

    Nine Months Ended September 30, 2025
    Gross Profit   Operating Expenses   Operating Income   Operating Margin   Other (Income)   Earnings Before Income Taxes   Income Tax Expense   Effective Tax Rate   Net Earnings   Diluted EPS
Reported   $ 545,750   $ 540,907     $ 4,843   0.8 %   $ (10,535 )   $ 15,378   $ 6,046   39.3 %   $ 9,332   $ 0.31
Non-GAAP adjustments:                                        
Stock-based compensation expense6     —     (11,155 )     11,155   1.7 %     —       11,155     2,770         8,385     0.27
Legal fees1     —     (3,025 )     3,025   0.5 %     —       3,025     751         2,274     0.08
Asset impairment charge7     —     —       —   — %     (4,046 )     4,046     —         4,046     0.14
Adjusted   $ 545,750   $ 526,727     $ 19,023   3.0 %   $ (14,581 )   $ 33,604   $ 9,567   28.5 %   $ 24,037   $ 0.80

1 These costs represent legal-related expenses related to (a) a civil investigative demand from the Department of Justice, (b) a patent infringement suit that we filed against Nyxoah S.A. and its wholly-owned subsidiary, Nyxoah, Inc. (“Nyxoah”), and (c) a patent infringement suit brought against us by Nyxoah.

2 Legal settlement expense associated with the proposed settlement of a pixel-tracking class action.

3 Restructuring charges related to Project Horizon.

4 Stock-based compensation expense benefit due to share forfeitures related to actions of Project Horizon.

5 The accounting standards codification guidance governing employee stock-based compensation requires that any excess or deficient tax deduction for stock-based compensation be immediately recorded within income tax expense. Employee stock-based compensation activity, including the exercise of stock options, can be unpredictable and can significantly impact our net earnings, net earnings per diluted share, and effective tax rate. These amounts represent the discrete tax expense recorded as excess tax expense for stock-based compensation.

6 Represents accelerated stock-based compensation expense for certain employees who were retirement eligible in accordance with the implementation of changes to the treatment of equity awards under the Inspire Medical Systems, Inc. 2018 Incentive Award Plan upon the holder’s death, disability, or retirement.

7 Represents a non-cash impairment of a strategic investment.

         
Reconciliation of GAAP Net (Loss) Earnings to Non-GAAP Adjusted EBITDA
         
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
      2026       2025       2026       2025  
Net (loss) earnings   $ (24,394 )   $ 9,932     $ (35,374 )   $ 9,332  
Interest and dividend income, net     (3,897 )     (3,973 )     (11,377 )     (13,521 )
Income tax expense     (616 )     3,619       15,876       6,046  
Depreciation and amortization     5,140       3,677       14,847       10,135  
EBITDA     (23,767 )     13,255       (16,028 )     11,992  
Stock-based compensation expense1     26,917       29,468       88,832       102,247  
Legal fees2     3,567       1,289       8,700       3,025  
Legal settlement3     7,000       —       7,000       —  
Restructuring charges4     24,138       —       24,138       —  
Asset impairment charge5     —       —       —       4,046  
Adjusted EBITDA   $ 37,855     $ 44,012     $ 112,642     $ 121,310  

1 Total stock-based compensation expense.

2 These costs represent legal-related expenses related to (a) a civil investigative demand from the Department of Justice, (b) a patent infringement suit that we filed against Nyxoah S.A. and its wholly-owned subsidiary, Nyxoah, Inc. (“Nyxoah”), and (c) a patent infringement suit brought against us by Nyxoah.

3 Legal settlement expense associated with the proposed settlement of a pixel-tracking class action.

4 Restructuring charges related to Project Horizon.

5 Represents a non-cash impairment of a strategic investment.

         
Reconciliation of GAAP Net (Loss) Earnings Margin and Non-GAAP Adjusted EBITDA Margin
         
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
    2026     2025     2026     2025  
Net (loss) earnings margin1   (11.8)%   4.5 %   (5.8) %   1.5 %
Interest and dividend income, net   (1.9)%   (1.8)%   (1.9)%   (2.1)%
Income tax expense   (0.3)%   1.6 %   2.6 %   0.9 %
Depreciation and amortization   2.5 %   1.6 %   2.4 %   1.6 %
Stock-based compensation expense2   13.0 %   13.1 %   14.7 %   15.9 %
Legal fees3   1.7 %   0.6 %   1.4 %   0.5 %
Legal settlement4   3.4 %   — %   1.1 %   — %
Restructuring charges5   11.7 %   — %   3.9 %   — %
Asset impairment charge6   — %   — %   — %   0.6 %
Adjusted EBITDA margin7   18.3 %   19.6 %   18.4 %   18.9 %

1 Net (loss) earnings margin is calculated as net (loss) earnings divided by total revenue.

2 Total stock-based compensation expense.

3 These costs represent legal-related expenses related to (a) a civil investigative demand from the Department of Justice, (b) a patent infringement suit that we filed against Nyxoah S.A. and its wholly-owned subsidiary, Nyxoah, Inc. (“Nyxoah”), and (c) a patent infringement suit brought against us by Nyxoah.

4 Legal settlement expense associated with the proposed settlement of a pixel-tracking class action.

5 Restructuring charges related to Project Horizon.

6 Represents a non-cash impairment of a strategic investment.

7 Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by total revenue.

         
Full Year 2026 Outlook

Reconciliation of Full Year 2026 Outlook of Estimated Net (Loss) Earnings per Diluted Shareto Adjusted Net Earnings per Diluted Share

         
    Outlook Full Year 2026   Tax Rate Outlook Full Year 2026
    Low Range   High Range   Low Range   High Range
Net (loss) per diluted share   $ (0.36 )   $ (0.10 )   175.0%   120.0%
Legal fees1     0.31       0.29          
Legal settlement2     0.18       0.18          
Restructuring charges3     0.64       0.64          
Share forfeitures4     (0.16 )     (0.16 )        
Tax impact of stock-based compensation5     0.59       0.55          
Adjusted net earnings per diluted share   $ 1.20     $ 1.40     34.0%   33.0%

1 These costs represent legal-related expenses related to (a) a civil investigative demand from the Department of Justice, (b) a patent infringement suit that we filed against Nyxoah S.A. and its wholly-owned subsidiary, Nyxoah, Inc. (“Nyxoah”), and (c) a patent infringement suit brought against us by Nyxoah.

2 Legal settlement expense associated with the proposed settlement of a pixel-tracking class action.

3 Restructuring charges related to Project Horizon.

4 Stock-based compensation expense benefit due to share forfeitures related to actions of Project Horizon.

5 The accounting standards codification guidance governing employee stock-based compensation requires that any excess or deficient tax deduction for stock-based compensation be immediately recorded within income tax expense. Employee stock-based compensation activity, including the exercise of stock options, can be unpredictable and can significantly impact our net earnings, net earnings per diluted share, and effective tax rate. These amounts represent the discrete tax expense recorded as excess tax expense for stock-based compensation.

NEW YORK, Nov. 02, 2026 (GLOBE NEWSWIRE) — Vornado Realty Trust (NYSE: VNO) reported today:

Quarter Ended September 30, 2026 Financial Results

NET LOSS attributable to common shareholders for the quarter ended September 30, 2026 was $47,138,000, or $0.25 per diluted share, compared to net income attributable to common shareholders of $11,589,000, or $0.06 per diluted share, for the prior year’s quarter.

FUNDS FROM OPERATIONS (“FFO”) attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended September 30, 2026 was $122,646,000, or $0.62 per diluted share, compared to $117,372,000, or $0.58 per diluted share, for the prior year’s quarter. Adjusting for the items that impact period-to-period comparability listed in the table on the following page, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarter ended September 30, 2026 was $126,656,000, or $0.65 per diluted share, and $114,535,000, or $0.57 per diluted share, for the prior year’s quarter.

Nine Months Ended September 30, 2026 Financial Results

NET LOSS attributable to common shareholders for the nine months ended September 30, 2026 was $53,546,000, or $0.28 per diluted share, compared to net income attributable to common shareholders of $842,250,000, or $4.19 per diluted share, for the nine months ended September 30, 2025. The decrease is primarily due to the $803,248,000 gain related to the 770 Broadway master lease with NYU during the nine months ended September 30, 2025.

FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the nine months ended September 30, 2026 was $363,086,000, or $1.85 per diluted share, compared to $373,482,000, or $1.86 per diluted share, for the nine months ended September 30, 2025. Adjusting for the items that impact period-to-period comparability listed in the table on the following page, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the nine months ended September 30, 2026 was $360,941,000, or $1.84 per diluted share, and $354,239,000, or $1.76 per diluted share, for the nine months ended September 30, 2025.

The following table details the income and expense items affecting the comparability of FFO attributable to common shareholders plus assumed conversions (non-GAAP) to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP):

(Amounts in thousands, except per share amounts) For the Three Months Ended
September 30,
  For the Nine Months Ended
September 30,
    2026       2025       2026       2025  
FFO attributable to common shareholders plus assumed conversions (non-GAAP)(1) $  122,646      $  117,372      $  363,086      $  373,482   
Per diluted share (non-GAAP) $  0.62      $  0.58      $  1.85      $  1.86   
               
Certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions:              
Deferred tax liability on our investment in the Farley Building (held through a taxable REIT subsidiary) $  2,066      $  3,586      $  7,729      $  10,128   
606 Broadway debt extinguishment gain, net of noncontrolling interests    —         —         (16,141 )      —   
After-tax net gain on sale of 220 Central Park South condominium units and ancillary amenities    —         —         —         (11,110 )
Gain on sale of Canal Street residential condominium units    —         —         —         (10,337 )
Other    2,285         (6,661 )      6,082         (9,556 )
     4,351         (3,075 )      (2,330 )      (20,875 )
Noncontrolling interests’ share of above adjustments on a dilutive basis    (341 )      238         185         1,632   
Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net $  4,010      $  (2,837 )   $  (2,145 )   $  (19,243 )
Per diluted share (non-GAAP) $  0.03      $  (0.01 )   $  (0.01 )   $  (0.10 )
               
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $  126,656      $  114,535      $  360,941      $  354,239   
Per diluted share (non-GAAP) $  0.65      $  0.57      $  1.84      $  1.76   

________________________________
(1) See page 11 for a reconciliation of net (loss) income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three and nine months ended September 30, 2026 and 2025.
   

FFO, as Adjusted Bridge – Q3 2026 vs. Q3 2025

The following table bridges our FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended September 30, 2025 to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended September 30, 2026:

(Amounts in millions, except per share amounts) FFO, as Adjusted
  Amount   Per Share
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended September 30, 2025 $ 114.5     $ 0.57  
         
Increase / (decrease) in FFO, as adjusted due to:        
Rent commencements, net of lease expirations   17.5        
Lower interest and other investment income   (9.3 )      
Park Avenue Plaza   9.0        
Interest expense (primarily the 2033 senior unsecured notes)   (8.7 )      
Variable businesses (primarily signage)   3.2        
Other, net   1.7        
    13.4        
Noncontrolling interests’ share of above items, impact of assumed conversions of convertible securities, and impact of share buyback   (1.2 )      
Net increase   12.2       0.08  
         
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended September 30, 2026 $ 126.7     $ 0.65  
         

See page 11 for a reconciliation of net (loss) income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three and nine months ended September 30, 2026 and 2025. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided on page 2.

350 Park Avenue

On October 20, 2026, the existing joint venture between Vornado and Rudin (the “Vornado/Rudin JV”) and an affiliate of Kenneth C. Griffin (“KG”), the founder and CEO of Citadel, formed a new joint venture (the “350 Park JV”) to develop an approximately 1,900,000 square foot office tower on the combined sites of 350 Park Avenue, 39 East 51st Street and 40 East 52nd Street, with Citadel Enterprise Americas LLC (“CEAMER”) as the anchor tenant. We consolidate the Vornado/Rudin JV. We contributed our wholly owned 350 Park Avenue property to the 350 Park JV, the Vornado/Rudin JV contributed 39 East 51st Street and Rudin contributed 40 East 52nd Street. In exchange for these contributions, the Vornado/Rudin JV received a 40% ownership interest in the 350 Park JV, and KG owns the remaining 60% interest. Through the Vornado/Rudin JV, we hold a 36.1% effective interest and Rudin holds a 3.9% effective interest. Rudin also holds $150,000,000 of preferred equity in the Vornado/Rudin JV. Our contribution of 350 Park Avenue was valued at $900,000,000, or $500,000,000 net of the $400,000,000 mortgage loan on the property which was satisfied at closing.

Concurrently with the closing, the 350 Park JV:

  • executed a 1,050,000 square foot anchor lease with CEAMER; and
  • closed a $3.3 billion construction loan. The loan bears interest at SOFR plus 3.00%, which may be reduced to SOFR plus 2.50% upon substantial completion and achieving a minimum debt service coverage ratio, and matures in October 2032 with a one-year extension option subject to certain conditions.

Vornado shares control with KG over major decisions of the 350 Park JV, including decisions about leasing, operating and capital budgets and refinancings. Accordingly, we no longer hold a controlling financial interest in 350 Park Avenue and 39 East 51st Street. Beginning October 20, 2026, we deconsolidated the properties and account for our investment in the 350 Park JV under the equity method. We will recognize an estimated net gain of approximately $485,000,000 in the fourth quarter of 2026.

Acquisitions

Park Avenue Plaza

On June 11, 2026, we completed the purchase of a 49.0% interest in Park Avenue Plaza at a gross asset valuation of $1.1 billion ($950 per square foot). We acquired our interest subject to our share of the $575,000,000 loan encumbering the property. The loan bears interest at a fixed rate of 2.99% and matures in November 2031.

Park Avenue Plaza is a 45-story, 1,200,000 rentable square foot building located at 55 East 52nd Street. The office building, co-owned by Fisher Brothers, has protected Park Avenue views and occupies the full through-block between East 52nd and East 53rd Street.

Fisher Brothers retains its current 51.0% ownership interest and continues to manage and lease the property. Vornado and Fisher Brothers have joint control over major decisions.

3 East 54th Street

On January 7, 2026, we acquired 3 East 54th Street, an asset situated on 18,400 square feet of land, for $141,000,000. Previously, in July 2025, we purchased the $35,000,000 A-Note secured by the property at par plus accrued interest, and in August 2024, we purchased the $50,000,000 B-Note secured by the property. The A-Note and B-Note were in default. The $107,000,000 loan balance, including default interest and advances, was credited towards the purchase price.

3 East 54th Street is located between Fifth Avenue and Madison Avenue on 54th Street, adjacent to the St. Regis Hotel and our Upper Fifth Avenue retail properties. The land is zoned for approximately 232,500 buildable square feet as-of-right, and we are in the process of demolishing the existing buildings on the site.

Dispositions

Alexander’s, Inc. (“Alexander’s”)

On May 28, 2026, Alexander’s, in which we own a 32.4% interest, completed the sale of its Rego Park I property for $235,500,000. As a result of the sale, we recognized our $44,329,000 share of the net gain and received a $2,355,000 sales commission paid by Alexander’s, of which $500,000 was paid to a third-party broker.

606 Broadway

On May 14, 2026, a 50.0% owned consolidated joint venture completed the sale of 606 Broadway. The purchaser acquired the non-recourse mortgage loan, which was in maturity default, at a discount and paid the joint venture $3,000,000 in cash ($2,400,000 to Vornado). The transaction resulted in a $32,073,000 gain on debt extinguishment, of which $15,932,000 is attributable to noncontrolling interests. The property was previously impaired in the fourth quarter of 2023, and had a carrying value of $52,073,000 as of the sale date.

Financing Activity

Senior Unsecured Notes Due 2026

We repaid our $400,000,000 2.15% senior unsecured notes on their June 1, 2026 maturity date.

61 Ninth Avenue

On May 8, 2026, a joint venture, in which we have a 45.1% interest, completed a $161,000,000 refinancing of 61 Ninth Avenue. The interest-only mortgage loan matures in June 2028, with a nine-month extension option subject to certain conditions, and bears interest at SOFR plus 3.00% in year one, SOFR plus 3.35% for year two, and SOFR plus 3.85% during the extension period. The refinancing replaced the joint venture’s prior $167,500,000 mortgage loan on the property. On February 2, 2026, the joint venture had extended that prior loan’s maturity by seven months and simultaneously paid down the principal balance by $12,500,000 to $155,000,000.

350 Park Avenue

On March 10, 2026, an affiliate of KG provided a $400,000,000 mortgage loan secured by 350 Park Avenue, the proceeds of which were used to defease the existing $400,000,000 mortgage loan in connection with the site’s development. The new interest-only loan bears interest at a fixed rate of 4.00% and matures in January 2027. Concurrently, and in connection with the planned development, Citadel Enterprise Americas LLC vacated the building and assigned its existing master lease to an affiliate of KG as tenant, and the lease was amended to provide for net rent of $16,000,000 per annum, equal to the interest payments under the new mortgage loan. On October 20, 2026, the $400,000,000 mortgage loan was satisfied at the closing of the 350 Park Avenue joint venture. See page 3 for further details.

One Park Avenue

On February 9, 2026, we completed a $525,000,000 refinancing of One Park Avenue, a 945,000 square foot Manhattan office building. The five-year interest-only loan matures in February 2031 and bears interest at a rate of SOFR plus 1.78%. The loan replaced the previous $525,000,000 loan that bore interest at SOFR plus 1.22% and was scheduled to mature in March 2026.

Financing Activity – continued

825 Seventh Avenue Office Condominium

On January 26, 2026, a joint venture, in which we have a 50.0% interest, entered into a nine-month extension with the lenders on the $54,000,000 mortgage loan encumbering the office condominium of 825 Seventh Avenue and simultaneously paid down the principal balance by $6,000,000 to $48,000,000. The loan was previously scheduled to mature in January 2026. On October 26, 2026, the $48,000,000 non-recourse mortgage loan matured and was not repaid, resulting in a maturity default. The interest-only loan bears interest at a rate of SOFR plus 2.75% and provides for additional default interest of 5.00%.

7 West 34th Street

On January 23, 2026, a joint venture, in which we have a 53.0% interest, completed a $250,000,000 refinancing of 7 West 34th Street, a 477,000 square foot Manhattan office and retail building. The non-recourse, five-year interest-only mortgage loan matures in February 2031 and has a fixed rate of 5.79%. The joint venture paid down by $50,000,000 the prior $300,000,000 full-recourse loan that bore interest at 3.65% and was scheduled to mature in June 2026. The loan was paid down using property-level reserves and a $25,000,000 member loan from Vornado which accrues interest at 16.00% and receives priority on distributions.

Senior Unsecured Notes Due 2033

On January 14, 2026, we completed a public offering of $500,000,000 5.75% senior unsecured notes due February 1, 2033 (“2033 Notes”). Interest on the senior unsecured notes is payable semi-annually on February 1 and August 1, commencing August 1, 2026. The 2033 Notes were sold at 99.824% of their face amount to yield 5.78%. A portion of the $494,000,000 net proceeds from the 2033 Notes was used to repay our $400,000,000 senior unsecured notes at their June 2026 maturity.  

2031 Revolving Credit Facility

On January 7, 2026, we completed a $1.105 billion refinancing of one of our two revolving credit facilities. On February 4, 2026, the facility was upsized to $1.130 billion. The $1.130 billion amended facility currently bears interest at a rate of SOFR plus 1.01% and is scheduled to mature in February 2031 (as fully extended). The facility fee is 24 basis points. The facility replaced the previous $1.25 billion revolving credit facility which was scheduled to mature in December 2027.

2029 Revolving Credit Facility

On January 7, 2026, we upsized our $915,000,000 revolving credit facility that matures in April 2029 (as fully extended) to $1.0 billion. The credit facility currently bears interest at a rate of SOFR plus 1.16% and has a facility fee of 24 basis points.

Unsecured Term Loan

On January 7, 2026, we completed a refinancing of our unsecured term loan and upsized the loan amount to $850,000,000. The loan bears interest at SOFR plus 1.15% and matures in February 2031 (as fully extended). The loan replaced the previous $800,000,000 term loan which bore interest at SOFR plus 1.25% and was scheduled to mature in December 2027.

888 Seventh Avenue

On December 10, 2025, the $244,543,000 non-recourse mortgage loan on 888 Seventh Avenue matured and was not repaid, at which time the lenders declared an event of default. On March 9, 2026, we entered into a forbearance agreement pursuant to which the lenders agreed to forbear from exercising their remedies and waived default interest through March 2027. During the forbearance period, regularly scheduled interest and required monthly amortization payments continue to accrue, but payment is deferred until the expiration or earlier termination of the forbearance period, at which time such amounts become due and payable.

Share Repurchase Program

In April 2026, our Board of Trustees authorized an additional $300,000,000 repurchase of our outstanding common shares under the share repurchase plan. As of September 30, 2026, $286,590,000 remained available and authorized for repurchases under the plan.

During the three months ended September 30, 2026, no shares were repurchased. During the nine months ended September 30, 2026, we repurchased 4,532,803 common shares for $133,305,000 at an average price of $29.41.

Leasing Activity

The leasing activity and related statistics in the tables below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.

(Square feet in thousands)   New York       555 California Street
    Office   Retail   THE MART  
Three Months Ended September 30, 2026                
Total square feet leased     489       37       33       55  
Our share of square feet leased:     443       28       33       38  
Initial rent(1)   $ 122.96     $ 496.83     $ 63.50     $ 163.18  
Weighted average lease term (years)     9.5       7.1       5.6       10.8  
Second generation relet space:                
Square feet     283       19       31       38  
GAAP basis:                
Straight-line rent(2)   $ 116.95     $ 644.96     $ 61.53     $ 179.47  
Prior straight-line rent   $ 85.25     $ 617.21     $ 54.63     $ 112.91  
Percentage increase     37.2 %     4.5 %     12.6 %     59.0 %
Cash basis (non-GAAP):                
Initial rent(1)   $ 119.90     $ 641.47     $ 62.94     $ 163.18  
Prior escalated rent   $ 95.25     $ 760.91     $ 58.45     $ 118.21  
Percentage increase (decrease)     25.9 %   (15.7)%     7.7 %     38.0 %
Tenant improvements and leasing commissions:                
Per square foot   $ 139.83     $ 191.23     $ 51.69     $ 182.00  
Per square foot per annum   $ 14.72     $ 26.93     $ 9.23     $ 16.85  
Percentage of initial rent     12.0 %     5.4 %     14.5 %     10.3 %

(Square feet in thousands)   New York       555 California Street
    Office   Retail   THE MART  
Nine Months Ended September 30, 2026                
Total square feet leased     1,148       123       155       166  
Our share of square feet leased:     993       77       155       115  
Initial rent(1)   $ 113.09     $ 402.59     $ 58.08     $ 148.50  
Weighted average lease term (years)     8.9       5.6       6.5       9.3  
Second generation relet space:                
Square feet     547       52       96       96  
GAAP basis:                
Straight-line rent(2)   $ 107.36     $ 419.40     $ 62.44     $ 165.04  
Prior straight-line rent   $ 86.90     $ 384.23     $ 56.06     $ 119.06  
Percentage increase     23.5 %     9.2 %     11.4 %     38.6 %
Cash basis (non-GAAP):                
Initial rent(1)   $ 111.15     $ 416.86     $ 63.44     $ 162.98  
Prior escalated rent   $ 95.14     $ 448.73     $ 60.94     $ 128.30  
Percentage increase (decrease)     16.8 %   (7.1)%     4.1 %     27.0 %
Tenant improvements and leasing commissions:                
Per square foot   $ 132.02     $ 109.17     $ 78.54     $ 166.95  
Per square foot per annum   $ 14.83     $ 19.49     $ 12.08     $ 17.95  
Percentage of initial rent     13.1 %     4.8 %     20.8 %     12.1 %

_______________________________
(1) Represents the cash basis weighted average starting rent per square foot, which is generally indicative of market rents. Most leases include free rent and periodic step-ups in rent which are not included in the initial cash basis rent per square foot but are included in the GAAP basis straight-line rent per square foot.
(2) Represents the GAAP basis weighted average rent per square foot that is recognized over the term of the respective leases and includes the effect of free rent and periodic step-ups in rent.
   

Occupancy

(At Vornado’s share) New York   THE MART   555 California Street
  Total(1)   Office   Retail    
Occupancy as of September 30, 2026 91.5 %   93.0 %   78.4 %   79.5 %   87.5 %

__________________________
(1) Total includes office, retail and residential.
   

Same Store Net Operating Income (“NOI”) (non-GAAP) At Share:              
Same store NOI at share % increase (decrease)(1): Total   New York(2)   THE MART(3)   555 California Street
Three months ended September 30, 2026 compared to September 30, 2025 9.0 %   10.2 %   4.0 %   (3.4 )%
Nine months ended September 30, 2026 compared to September 30, 2025 8.4 %   10.4 %   5.3 %   (13.2 )%
Three months ended September 30, 2026 compared to June 30, 2026 (4.1 )%   0.5 %   (49.4 )%   6.6 %
                 
Same store NOI at share – cash basis % increase (decrease)(1):                
Three months ended September 30, 2026 compared to September 30, 2025 3.2 %   4.9 %   16.3 %   (26.4 )% (4)
Nine months ended September 30, 2026 compared to September 30, 2025 1.6 %   4.8 %   11.0 %   (42.5 )% (4)
Three months ended September 30, 2026 compared to June 30, 2026 (5.5 )%   (1.3 )%   (46.6 )%   35.1 %

________________________________________
(1) See pages 13 through 18 for same store NOI at share and same store NOI at share – cash basis reconciliations.
(2) Excluding the impact of the rent abatement provided to Bloomberg, which was offset by a corresponding reduction to Bloomberg’s tenant fund, New York same store NOI at share – cash basis increased by 8.4% and 7.1% for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025.
(3) The three months ended June 30, 2026 includes the impact of a reversal of a prior period tax accrual resulting from a property tax reassessment.
(4) Variance in same store NOI at share vs. same store NOI at share – cash basis is primarily due to GAAP rent commencing on new leases with free rent periods.
   

NOI At Share and NOI At Share – Cash Basis:

The elements of our New York and Other NOI at share and NOI at share – cash basis for the three and nine months ended September 30, 2026 and 2025 and the three months ended June 30, 2026 are summarized below.

(Amounts in thousands) For the Three Months Ended   For the Nine Months Ended
September 30,
  September 30,   June 30, 2026  
NOI at share: 2026   2025     2026   2025
New York:                  
Office (includes base retail)(1)(2) $ 189,099   $ 169,140   $ 183,424   $ 547,466   $ 533,625
Street Retail(1)   49,195     43,775     52,533     148,414     131,837
Residential   7,356     6,457     6,695     21,047     19,011
Alexander’s(3)   14,970     8,770     9,046     31,940     26,594
Total New York   260,620     228,142     251,698     748,867     711,067
Other:                  
THE MART(4)   13,948     13,275     27,299     57,137     54,388
555 California Street   15,831     17,293     14,850     44,332     53,822
Other investments   9,655     7,966     10,217     25,905     18,362
Total Other   39,434     38,534     52,366     127,374     126,572
NOI at share $ 300,054   $ 266,676   $ 304,064   $ 876,241   $ 837,639

  

NOI at share – cash basis:                  
New York:                  
Office (includes base retail)(1)(2)(5) $ 155,305   $ 142,751   $ 155,899   $ 463,167   $ 436,265
Street Retail(1)   44,398     40,169     49,754     135,391     124,622
Residential   7,068     5,989     6,354     19,993     17,827
Alexander’s(3)(6)   11,227     9,509     2,950     22,933     29,391
Total New York   217,998     198,418     214,957     641,484     608,105
Other:                  
THE MART(4)   15,571     13,267     28,873     62,069     56,042
555 California Street   12,112     16,455     8,962     29,933     55,276
Other investments   9,978     7,790     10,391     26,413     17,597
Total Other   37,661     37,512     48,226     118,415     128,915
NOI at share – cash basis $ 255,659   $ 235,930   $ 263,183   $ 759,899   $ 737,020

_____________________________________
(1) During the first quarter of 2026, we reclassified retail assets located at the base of our office buildings from the retail subsegment to the office subsegment. The retail subsegment was renamed “Street Retail” and now comprises standalone retail properties and mixed-use assets with prominent retail components, including related signage, with a concentration on High Streets such as Fifth Avenue, Madison Avenue and Times Square. Prior period balances have been reclassified to conform to current period presentation. This change applies only to net operating income; all other operating metrics, including occupancy, leasing activity, and lease expirations continue to be presented based on space type.
(2) Includes Building Maintenance Services NOI of $4,931, $6,985, $7,306, $22,407 and $21,505 for the three months ended September 30, 2026 and 2025 and June 30, 2026 and the nine months ended September 30, 2026 and 2025, respectively.
(3) The three and nine months ended September 30, 2026 include termination income at Rego Park shopping center.
(4) The three months ended June 30, 2026 includes the impact of a reversal of a prior period tax accrual resulting from a property tax reassessment.
(5) The nine months ended September 30, 2025 includes the impact of the payment of $22,361 for prior period PENN 1 ground rent owed based on the rent reset determination.
(6) 2026 includes the impact of the lease amendment entered into between Alexander’s and Bloomberg L.P. (“Bloomberg”), which provided Bloomberg with a rent abatement for the period of April 1, 2026 to December 1, 2026 with a corresponding reduction to Bloomberg’s tenant fund.
   

Active Development/Redevelopment Summary as of September 30, 2026:

(Amounts in thousands, except square feet)    
        (at Vornado’s share)   Projected Leasing Stabilization Year   Projected Unlevered Cash Yield
Active Development Projects:   Property
Rentable
Sq. Ft.
  Total Project Budget   Cash Equity Obligation   Cash Equity Funded to Date   Cash Equity Remaining    
350 Park Avenue (36.1% interest)   1,900,000   $ 2,134,000 (1) $ 290,000 (2) $ —   $ 290,000   2030   9.2 % (3)
623 Fifth Avenue   383,000     450,000     450,000     254,269     195,731   2028   10.1 %

________________________________
(1) Includes our land contribution and is net of development fees and reimbursements paid to Vornado.
(2) Calculated as our $2.134 billion share of the projected budget less our share of (i) construction financing, (ii) preferred equity and (iii) our net land contribution.
(3) Includes management fee income paid to Vornado.
   

There can be no assurance that the above projects will be completed, completed on schedule or within budget. In addition, there can be no assurance that the Company will be successful in leasing the properties on the expected schedule or at the assumed rental rates.

Conference Call and Audio Webcast
As previously announced, the Company will host a quarterly earnings conference call and an audio webcast on Tuesday, November 3, 2026 at 10:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing 888-317-6003 (domestic) or 412-317-6061 (international) and entering the passcode 1575596. A live webcast of the conference call will be available on Vornado’s website at www.vno.com in the Investor Relations section and an online playback of the webcast will be available on the website following the conference call.

Contact

Thomas J. Sanelli

(212) 894-7000

Supplemental Data

Further details regarding results of operations, properties and tenants can be accessed at the Company’s website www.vno.com. Vornado Realty Trust is a fully-integrated equity real estate investment trust.

Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this press release. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost, projected unlevered cash yield, stabilization date and cost to complete; estimates of future rents, estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For a discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2025.

       
VORNADO REALTY TRUST
CONSOLIDATED BALANCE SHEETS
       
(Amounts in thousands) As of   Increase
(Decrease)
  September 30, 2026   December 31, 2025  
ASSETS          
Real estate, at cost:          
Land $ 2,357,135     $ 2,408,914     $ (51,779 )
Buildings and improvements   11,138,348       10,942,418       195,930  
Development costs and construction in progress   1,037,845       890,143       147,702  
Leasehold improvements and equipment   110,729       105,080       5,649  
Total   14,644,057       14,346,555       297,502  
Less accumulated depreciation and amortization   (4,534,751 )     (4,191,075 )     (343,676 )
Real estate, net   10,109,306       10,155,480       (46,174 )
Right-of-use assets   667,270       671,308       (4,038 )
Net investment in lease   166,672       166,024       648  
Cash, cash equivalents, and restricted cash          
Cash and cash equivalents   580,496       840,850       (260,354 )
Restricted cash   143,339       136,696       6,643  
Total   723,835       977,546       (253,711 )
Tenant and other receivables   110,269       77,137       33,132  
Investments in partially owned entities   2,244,170       1,941,278       302,892  
Receivable arising from the straight-lining of rents   828,287       752,545       75,742  
Deferred leasing costs, net   394,515       374,620       19,895  
Identified intangible assets, net   104,930       110,593       (5,663 )
Other assets   288,911       294,587       (5,676 )
Total assets $ 15,638,165     $ 15,521,118     $ 117,047  
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY          
Liabilities:          
Mortgages payable, net $ 4,847,467     $ 4,920,669     $ (73,202 )
Senior unsecured notes, net   842,276       747,202       95,074  
Unsecured term loan, net   840,569       797,337       43,232  
Unsecured revolving credit facilities   918,000       720,420       197,580  
Lease liabilities   694,361       699,640       (5,279 )
Accounts payable and accrued expenses   411,957       376,190       35,767  
Deferred compensation plan   102,544       113,778       (11,234 )
Other liabilities   327,943       341,359       (13,416 )
Total liabilities   8,985,117       8,716,595       268,522  
Redeemable noncontrolling interests   633,175       647,951       (14,776 )
Shareholders’ equity   5,845,987       5,986,727       (140,740 )
Noncontrolling interests in consolidated subsidiaries   173,886       169,845       4,041  
Total liabilities, redeemable noncontrolling interests and equity $ 15,638,165     $ 15,521,118     $ 117,047  
                       

VORNADO REALTY TRUST
OPERATING RESULTS
       
(Amounts in thousands, except per share amounts) For the Three Months Ended
September 30,
  For the Nine Months Ended
September 30,
    2026       2025       2026       2025  
Revenues $ 467,657     $ 453,700     $ 1,389,004     $ 1,356,716  
               
Net (loss) income $ (45,964 )   $ 19,239     $ (28,794 )   $ 932,290  
Less net loss (income) attributable to noncontrolling interests in:              
Consolidated subsidiaries   10,180       8,912       17,122       30,326  
Operating Partnership   4,171       (1,036 )     4,701       (73,788 )
Net (loss) income attributable to Vornado   (31,613 )     27,115       (6,971 )     888,828  
Preferred share dividends   (15,525 )     (15,526 )     (46,575 )     (46,578 )
Net (loss) income attributable to common shareholders $ (47,138 )   $ 11,589     $ (53,546 )   $ 842,250  
               
(Loss) income per common share – basic:              
Net (loss) income per common share $ (0.25 )   $ 0.06     $ (0.28 )   $ 4.39  
Weighted average shares outstanding   186,822       192,050       187,909       191,804  
               
(Loss) income per common share – diluted:              
Net (loss) income per common share $ (0.25 )   $ 0.06     $ (0.28 )   $ 4.19  
Weighted average shares outstanding   186,846       200,150       187,909       201,098  
               
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 122,646     $ 117,372     $ 363,086     $ 373,482  
Per diluted share (non-GAAP) $ 0.62     $ 0.58     $ 1.85     $ 1.86  
               
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 126,656     $ 114,535     $ 360,941     $ 354,239  
Per diluted share (non-GAAP) $ 0.65     $ 0.57     $ 1.84     $ 1.76  
               
Weighted average shares used in determining FFO attributable to common shareholders plus assumed conversions per diluted share   196,284       201,416       196,450       201,098  
                               

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of certain real estate assets, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. In addition to FFO attributable to common shareholders plus assumed conversions, we also disclose FFO attributable to common shareholders plus assumed conversions, as adjusted. Although this non-GAAP measure clearly differs from NAREIT’s definition of FFO, we believe it provides a meaningful presentation of operating performance. Reconciliations of net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions are provided on the following page. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided on page 2 of this press release.

VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS
 

The following table reconciles net (loss) income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:

(Amounts in thousands, except per share amounts) For the Three Months Ended
September 30,
  For the Nine Months Ended
September 30,
    2026       2025       2026       2025  
Net (loss) income attributable to common shareholders $ (47,138 )   $ 11,589     $ (53,546 )   $ 842,250  
Per diluted share $ (0.25 )   $ 0.06     $ (0.28 )   $ 4.19  
               
FFO adjustments:              
Depreciation and amortization of real property $ 155,709     $ 103,617     $ 418,871     $ 311,016  
Change in fair value of marketable securities   —       (1,719 )     —       (1,719 )
Gain on sales-type lease   —       —       —       (803,248 )
Real estate impairment losses   —       —       —       542  
Our share of partially owned entities:              
Depreciation and amortization of real property   31,900       23,302       80,962       71,934  
Net gains on sale of real estate   (3,500 )     (11,002 )     (48,430 )     (90,537 )
FFO adjustments, net   184,109       114,198       451,403       (512,012 )
Impact of assumed conversion of dilutive convertible securities   319       385       1,150       1,189  
Noncontrolling interests’ share of above adjustments on a dilutive basis   (14,644 )     (8,800 )     (35,921 )     42,055  
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 122,646     $ 117,372     $ 363,086     $ 373,482  
Per diluted share $ 0.62     $ 0.58     $ 1.85     $ 1.86  
               
Reconciliation of weighted average shares outstanding:              
Weighted average common shares outstanding   186,822       192,050       187,909       191,804  
Effect of dilutive securities:              
Share-based payment awards   8,138       8,100       7,066       8,000  
Convertible securities   1,324       1,266       1,475       1,294  
Denominator for FFO per diluted share   196,284       201,416       196,450       201,098  
 
VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS – CONTINUED

Below is a reconciliation of net (loss) income to NOI at share and NOI at share – cash basis for the three and nine months ended September 30, 2026 and 2025 and the three months ended June 30, 2026.

(Amounts in thousands) For the Three Months Ended   For the Nine Months Ended
September 30,
  September 30,   June 30, 2026  
    2026       2025         2026       2025  
Net (loss) income $  (45,964 )   $  19,239      $  39,196      $  (28,794 )   $  932,290   
Depreciation and amortization expense    169,045         117,122         171,228         458,801         348,851   
General and administrative expense    34,705         37,490         39,100         116,050         116,065   
Transaction related costs and other    393         3,563         173         1,328         4,327   
Income from partially owned entities    (23,318 )      (21,940 )      (63,195 )      (99,335 )      (135,588 )
Interest and other investment income, net    (5,107 )      (22,413 )      (8,989 )      (23,423 )      (41,730 )
Interest and debt expense    88,714         84,459         89,582         267,502         268,204   
Gain on debt extinguishment    —         —         (32,073 )      (32,073 )      —   
Gain on sales-type lease    —         —         —         —         (803,248 )
Net gains on disposition of wholly owned and partially owned assets    —         —         —         —         (24,039 )
Income tax expense (benefit)    3,668         (5,589 )      3,571         13,147         5,727   
NOI from partially owned entities    88,808         64,884         76,638         233,754         198,222   
NOI attributable to noncontrolling interests in consolidated subsidiaries    (10,890 )      (10,139 )      (11,167 )      (30,716 )      (31,442 )
NOI at share    300,054         266,676         304,064         876,241         837,639   
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other    (44,395 )      (30,746 )      (40,881 )      (116,342 )      (100,619 )
NOI at share – cash basis $  255,659      $  235,930      $  263,183      $  759,899      $  737,020   
                                       

NOI at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share – cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, accruals for ground rent resets yet to be determined, and other non-cash adjustments. We consider NOI at share to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share – cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share – cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS – CONTINUED
 

Same store NOI at share represents NOI at share from operations which are in service in both the current and prior year reporting periods. Same store NOI at share – cash basis is same store NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, accruals for ground rent resets yet to be determined, and other non-cash adjustments. We use these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share and same store NOI at share – cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, THE MART, 555 California Street and other investments for the three months ended September 30, 2026 compared to September 30, 2025.

(Amounts in thousands) Total   New York   THE MART   555 California Street   Other
NOI at share for the three months ended September 30, 2026 $ 300,054     $ 260,620     $ 13,948     $ 15,831     $ 9,655  
Less NOI at share from:                  
Acquisitions   (12,011 )     (12,011 )     —       —       —  
Dispositions   69       102       (33 )     —       —  
Development properties   (3,120 )     (3,120 )     —       —       —  
Other non-same store income, net   (18,121 )     (8,356 )     (110 )     —       (9,655 )
Same store NOI at share for the three months ended September 30, 2026 $ 266,871     $ 237,235     $ 13,805     $ 15,831     $ —  
                   
NOI at share for the three months ended September 30, 2025 $ 266,676     $ 228,142     $ 13,275     $ 17,293     $ 7,966  
Less NOI at share from:                  
Dispositions   57       56       1       —       —  
Development properties   (12,595 )     (12,595 )     —       —       —  
Other non-same store income, net   (9,245 )     (368 )     —       (911 )     (7,966 )
Same store NOI at share for the three months ended September 30, 2025 $ 244,893     $ 215,235     $ 13,276     $ 16,382     $ —  
                   
Increase (decrease) in same store NOI at share $ 21,978     $ 22,000     $ 529     $ (551 )   $ —  
                   
% increase (decrease) in same store NOI at share   9.0 %     10.2 %     4.0 %   (3.4)%     — %
 
VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS – CONTINUED

Below are reconciliations of NOI at share – cash basis to same store NOI at share – cash basis for our New York segment, THE MART, 555 California Street and other investments for the three months ended September 30, 2026 compared to September 30, 2025.

(Amounts in thousands) Total   New York   THE MART   555 California Street   Other
NOI at share – cash basis for the three months ended September 30, 2026 $ 255,659     $ 217,998     $ 15,571     $ 12,112     $ 9,978  
Less NOI at share – cash basis from:                  
Acquisitions   (6,780 )     (6,780 )     —       —       —  
Dispositions   69       102       (33 )     —       —  
Development properties   (3,895 )     (3,895 )     —       —       —  
Other non-same store income, net   (24,656 )     (14,568 )     (110 )     —       (9,978 )
Same store NOI at share – cash basis for the three months ended September 30, 2026 $ 220,397     $ 192,857     $ 15,428     $ 12,112     $ —  
                   
NOI at share – cash basis for the three months ended September 30, 2025 $ 235,930     $ 198,418     $ 13,267     $ 16,455     $ 7,790  
Less NOI at share – cash basis from:                  
Dispositions   (214 )     (215 )     1       —       —  
Development properties   (12,244 )     (12,244 )     —       —       —  
Other non-same store income, net   (9,926 )     (2,136 )     —       —       (7,790 )
Same store NOI at share – cash basis for the three months ended September 30, 2025 $ 213,546     $ 183,823     $ 13,268     $ 16,455     $ —  
                   
Increase (decrease) in same store NOI at share – cash basis $ 6,851     $ 9,034     $ 2,160     $ (4,343 )   $ —  
                   
% increase (decrease) in same store NOI at share – cash basis   3.2 %     4.9 %     16.3 %   (26.4)%     — %
 
VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS – CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, THE MART, 555 California Street and other investments for the nine months ended September 30, 2026 compared to September 30, 2025.

(Amounts in thousands) Total   New York   THE MART   555 California Street   Other
NOI at share for the nine months ended September 30, 2026 $ 876,241     $ 748,867     $ 57,137     $ 44,332     $ 25,905  
Less NOI at share from:                  
Acquisitions   (14,543 )     (14,543 )     —       —       —  
Dispositions   1,178       1,210       (32 )     —       —  
Development properties   (8,841 )     (8,841 )     —       —       —  
Other non-same store income, net   (51,669 )     (25,654 )     (110 )     —       (25,905 )
Same store NOI at share for the nine months ended September 30, 2026 $ 802,366     $ 701,039     $ 56,995     $ 44,332     $ —  
                   
NOI at share for the nine months ended September 30, 2025 $ 837,639     $ 711,067     $ 54,388     $ 53,822     $ 18,362  
Less NOI at share from:                  
Dispositions   (2,283 )     (2,042 )     (241 )     —       —  
Development properties   (36,219 )     (36,219 )     —       —       —  
Other non-same store income, net   (58,980 )     (37,884 )     —       (2,734 )     (18,362 )
Same store NOI at share for the nine months ended September 30, 2025 $ 740,157     $ 634,922     $ 54,147     $ 51,088     $ —  
                   
Increase (decrease) in same store NOI at share $ 62,209     $ 66,117     $ 2,848     $ (6,756 )   $ —  
                   
% increase (decrease) in same store NOI at share   8.4 %     10.4 %     5.3 %   (13.2)%     — %
                                   
VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS – CONTINUED

Below are reconciliations of NOI at share – cash basis to same store NOI at share – cash basis for our New York segment, THE MART, 555 California Street and other investments for the nine months ended September 30, 2026 compared to September 30, 2025.

(Amounts in thousands) Total   New York   THE MART   555 California Street   Other
NOI at share – cash basis for the nine months ended September 30, 2026 $ 759,899     $ 641,484     $ 62,069     $ 29,933     $ 26,413  
Less NOI at share – cash basis from:                  
Acquisitions   (8,145 )     (8,145 )     —       —       —  
Dispositions   1,178       1,210       (32 )     —       —  
Development properties   (7,156 )     (7,156 )     —       —       —  
Other non-same store income, net   (70,900 )     (44,377 )     (110 )     —       (26,413 )
Same store NOI at share – cash basis for the nine months ended September 30, 2026 $ 674,876     $ 583,016     $ 61,927     $ 29,933     $ —  
                   
NOI at share – cash basis for the nine months ended September 30, 2025 $ 737,020     $ 608,105     $ 56,042     $ 55,276     $ 17,597  
Less NOI at share – cash basis from:                  
Dispositions   (2,742 )     (2,499 )     (243 )     —       —  
Development properties   (35,625 )     (35,625 )     —       —       —  
Other non-same store income, net   (34,294 )     (13,437 )     —       (3,260 )     (17,597 )
Same store NOI at share – cash basis for the nine months ended September 30, 2025 $ 664,359     $ 556,544     $ 55,799     $ 52,016     $ —  
                   
Increase (decrease) in same store NOI at share – cash basis $ 10,517     $ 26,472     $ 6,128     $ (22,083 )   $ —  
                   
% increase (decrease) in same store NOI at share – cash basis   1.6 %     4.8 %     11.0 %   (42.5)%     — %
 
VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS – CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, THE MART, 555 California Street and other investments for the three months ended September 30, 2026 compared to June 30, 2026.

(Amounts in thousands) Total   New York   THE MART   555 California Street   Other
NOI at share for the three months ended September 30, 2026 $ 300,054     $ 260,620     $ 13,948     $ 15,831     $ 9,655  
Less NOI at share from:                  
Acquisitions   (12,170 )     (12,170 )     —       —       —  
Dispositions   69       102       (33 )     —       —  
Development properties   (3,120 )     (3,120 )     —       —       —  
Other non-same store income, net   (18,122 )     (8,357 )     (110 )     —       (9,655 )
Same store NOI at share for the three months ended September 30, 2026 $ 266,711     $ 237,075     $ 13,805     $ 15,831     $ —  
                   
NOI at share for the three months ended June 30, 2026 $ 304,064     $ 251,698     $ 27,299     $ 14,850     $ 10,217  
Less NOI at share from:                  
Acquisitions   (2,875 )     (2,875 )     —       —       —  
Dispositions   428       427       1       —       —  
Development properties   (4,603 )     (4,603 )     —       —       —  
Other non-same store income, net   (18,873 )     (8,656 )     —       —       (10,217 )
Same store NOI at share for the three months ended June 30, 2026 $ 278,141     $ 235,991     $ 27,300     $ 14,850     $ —  
                   
(Decrease) increase in same store NOI at share $ (11,430 )   $ 1,084     $ (13,495 )   $ 981     $ —  
                   
% (decrease) increase in same store NOI at share (4.1)%     0.5 %   (49.4)%     6.6 %     — %
                               
VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS – CONTINUED

Below are reconciliations of NOI at share – cash basis to same store NOI at share – cash basis for our New York segment, THE MART, 555 California Street and other investments for the three months ended September 30, 2026 compared to June 30, 2026.

(Amounts in thousands) Total   New York   THE MART   555 California Street   Other
NOI at share – cash basis for the three months ended September 30, 2026 $ 255,659     $ 217,998     $ 15,571     $ 12,112     $ 9,978  
Less NOI at share – cash basis from:                  
Acquisitions   (6,938 )     (6,938 )     —       —       —  
Dispositions   69       102       (33 )     —       —  
Development properties   (3,895 )     (3,895 )     —       —       —  
Other non-same store income, net   (24,656 )     (14,568 )     (110 )     —       (9,978 )
Same store NOI at share – cash basis for the three months ended September 30, 2026 $ 220,239     $ 192,699     $ 15,428     $ 12,112     $ —  
                   
NOI at share – cash basis for the three months ended June 30, 2026 $ 263,183     $ 214,957     $ 28,873     $ 8,962     $ 10,391  
Less NOI at share – cash basis from:                  
Acquisitions   (1,723 )     (1,723 )     —       —       —  
Dispositions   428       427       1       —       —  
Development properties   (3,786 )     (3,786 )     —       —       —  
Other non-same store income, net   (24,947 )     (14,556 )     —       —       (10,391 )
Same store NOI at share – cash basis for the three months ended June 30, 2026 $ 233,155     $ 195,319     $ 28,874     $ 8,962     $ —  
                   
(Decrease) increase in same store NOI at share – cash basis $ (12,916 )   $ (2,620 )   $ (13,446 )   $ 3,150     $ —  
                   
% (decrease) increase in same store NOI at share – cash basis (5.5)%   (1.3)%   (46.6)%     35.1 %     — %
                           

Privacy Overview

This website uses cookies so that we can provide you with the best user experience possible. Cookie information is stored in your browser and performs functions such as recognising you when you return to our website and helping our team to understand which sections of the website you find most interesting and useful.