JUPITER, Fla., Oct. 30, 2026 (GLOBE NEWSWIRE) — Dyadic International, Inc. d/b/a Dyadic Applied BioSolutions (“Dyadic”, “we”, “us”, “our”, or the “Company”) (Nasdaq: DYAI), a global biotechnology company focused on the scalable production of high-value, precision engineered functional input proteins for use in life sciences, food and nutrition, and industrial biotechnology applications utilizing its proprietary gene expression platforms, today announced that it will report its financial results for the quarter ended September 30, 2026 and host a corporate update conference call on Thursday, November 12, 2026.

Conference Call Information

Date: Thursday, November 12, 2026

Time: 5:00 p.m. Eastern Time

Dial-in numbers: Toll Free: +1-877-407-9219 / +1 412-652-1274

Conference ID: 13761286

Webcast Link: https://event.choruscall.com/mediaframe/webcast.html?webcastid=IKih8Wc8 An archive of the webcast will be available within 24 hours after completion of the live event and will be accessible on the Investor Relations section of the Company’s website at www.dyadic.com. To access the replay of the webcast, please follow the webcast link above.

If you have any questions that you would like to ask management during the Q&A session, please email jlavalley@dyadic.com prior to the conference call.

About Dyadic Applied BioSolutions

Dyadic Applied BioSolutions is a global biotechnology company that uses its proprietary microbial platforms to produce recombinant proteins that are sold or licensed to partners across the life sciences, food and nutrition, and bio-industrial markets. These high-quality proteins are designed to enable customers to develop more efficient, scalable, and sustainable products. Dyadic’s C1 and Dapibus™ expression systems support flexible, cost-effective manufacturing, and are the foundation of a growing portfolio of commercial and partnered programs. For more information, please visit www.dyadic.com.

Safe Harbor Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including those regarding Dyadic International’s expectations, intentions, strategies, and beliefs pertaining to future events or future financial performance, such as the success of our clinical trial and interest in our protein production platforms, our research projects and third-party collaborations, as well as the availability of necessary funding. Actual events or results may differ materially from those in the forward-looking statements because of various important factors, including those described in the Company’s most recent filings with the SEC. Dyadic assumes no obligation to update publicly any such forward-looking statements, whether because of new information, future events or otherwise. For a more complete description of the risks that could cause our actual results to differ from our current expectations, please see the section entitled “Risk Factors” in Dyadic’s annual reports on Form 10-K and quarterly reports on Form 10-Q filed with the SEC, as such factors may be updated from time to time in Dyadic’s periodic filings with the SEC, which are accessible on the SEC’s website and at www.dyadic.com.

Contact:

Ping Rawson

Dyadic Applied BioSolutions

Chief Financial Officer

Phone: (561) 743-8333

Email: ir@dyadic.com

Increased Revenue 9% year-over-year to $205.6 million, driven by Social and CTV Growth

Achieved Net Income of $15.9 Million and Adjusted EBITDA of $75.4 million, representing a 37% Adjusted EBITDA margin

NEW YORK, Oct. 30, 2026 (GLOBE NEWSWIRE) — DoubleVerify (“DV”) (NYSE: DV), the leading software platform for digital media measurement, data and analytics, today announced financial results for the third quarter ended September 30, 2026.

Third Quarter 2026 Financial Highlights:

(All comparisons are to the third quarter of 2025)

  • Total revenue of $205.6 million, an increase of 9%.
  • Activation revenue of $117.6 million, an increase of 10%.
  • Measurement revenue of $69.1 million, an increase of 8%.
    • Social measurement revenue increased by 20%.
    • International measurement revenue increased by 16%.
    • Media Transactions Measured (“MTM”) for CTV increased by 22%.
  • Supply-side revenue of $18.9 million, an increase of 5%.
  • Net income of $15.9 million and adjusted EBITDA of $75.4 million, which represented a 37% adjusted EBITDA margin.
  • Cash balance of approximately $251 million, with no debt outstanding.

Recent Business Highlights:

  • Launched Ask Neura, a new conversational AI experience built directly into DV Pinnacle®, enabling advertisers and agencies to dynamically interact with DV data and insights to analyze and optimize campaign effectiveness.
  • Announced the global availability of independent media quality measurement on TikTok Pangle.
  • Launched attribution measurement and brand suitability evaluation pilots for ChatGPT Ads.

Merger Agreement:

On August 6, 2026, DV entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Neptune BidCo US Inc., a Delaware corporation (“Parent”) and Wallace Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge (the “Merger”) with and into DV, with DV surviving the merger and continuing as the surviving corporation and a wholly owned subsidiary of Parent. Parent is the parent company of the Nielsen Company (US), LLC. Additional details regarding the transactions contemplated by the Merger Agreement are included in the definitive proxy statement filed by DV with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2026.

On October 29, 2026, DV held a special meeting of stockholders of DV (the “Special Meeting”). At the Special Meeting, a majority of DV stockholders voted to adopt the Merger Agreement. Approximately 94% of votes cast were in favor of the adoption of the Merger Agreement, representing over 75% of the issued and outstanding shares of DV common stock as of the close of business on September 28, 2026, the record date for the Special Meeting. The voting results, which have been certified by an independent inspector of elections, are available on a Form 8-K filed by DV with the SEC on October 29, 2026.

The Company continues to expect the transactions contemplated by the Merger Agreement to close by the first quarter of 2027, subject to satisfaction of customary closing conditions.

In light of the pending transactions contemplated by the Merger Agreement, DV has suspended future earnings and investors calls for the duration of the transactions’ pendency. Additionally, DV has withdrawn all previously issued financial outlook and guidance for the duration of the transactions’ pendency. Future updates regarding the transactions contemplated by the Merger Agreement and DV’s strategic progress will be provided through official press releases and regulatory filings, as appropriate.

Key Business Terms

Activation revenue is generated from the evaluation, verification, and measurement of advertising impressions purchased through programmatic demand-side and social media platforms.

Measurement revenue is generated from the verification and measurement of advertising impressions that are directly purchased on digital media properties, including publishers, CTV and social media platforms.

Supply-Side revenue is generated from platforms and publisher partners who use DoubleVerify’s data analytics to evaluate, verify and measure their advertising inventory.

Gross Revenue Retention Rate is the total prior period revenue earned from advertiser customers, less the portion of prior period revenue attributable to lost advertiser customers, divided by the total prior period revenue from advertiser customers.

Net Revenue Retention Rate is the total current period revenue earned from advertiser customers, which were also customers during the entire most recent twelve-month period, divided by the total prior year period revenue earned from the same advertiser customers, excluding a portion of our revenues that cannot be allocated to specific advertiser customers.

Media Transactions Measured (MTM) is the volume of media transactions that DoubleVerify’s software platform measures.

Measured Transaction Fee (MTF) is the fixed fee DoubleVerify charges per thousand Media Transactions Measured.

International Revenue Growth Rates are inclusive of foreign currency fluctuations.

DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

  As of   As of
(in thousands, except per share data) September 30, 2026   December 31, 2025
Assets:          
Current assets          
Cash and cash equivalents $ 250,852     $ 259,038  
Trade receivables, net of allowances for doubtful accounts of $8,307 and $8,096 as of September 30, 2026 and December 31, 2025, respectively   228,009       221,158  
Prepaid expenses and other current assets   41,786       39,132  
Total current assets   520,647       519,328  
Property, plant and equipment, net   130,054       103,284  
Operating lease right-of-use assets, net   61,089       66,908  
Goodwill   511,084       516,002  
Intangible assets, net   81,299       101,616  
Deferred tax assets   29,714       30,920  
Other non-current assets   16,051       16,024  
Total assets $ 1,349,938     $ 1,354,082  
Liabilities and Stockholders’ Equity:          
Current liabilities          
Trade payables $ 14,860     $ 14,662  
Accrued expenses   62,570       73,552  
Operating lease liabilities, current   7,349       9,057  
Income tax liabilities   1,742       3,829  
Current portion of finance lease obligations   13,823       6,982  
Other current liabilities   10,693       13,481  
Total current liabilities   111,037       121,563  
Operating lease liabilities, non-current   72,634       77,917  
Finance lease obligations   14,557       5,595  
Deferred tax liabilities   11,240       11,467  
Other non-current liabilities   7,072       6,208  
Total liabilities   216,540       222,750  
Commitments and contingencies (Note 15)          
Stockholders’ equity          
Common stock, $0.001 par value, 1,000,000 shares authorized, 177,293 shares issued and 156,189 outstanding as of September 30, 2026; 1,000,000 shares authorized, 176,546 shares issued and 161,900 outstanding as of December 31, 2025   177       177  
Additional paid-in capital   1,082,656       1,059,938  
Treasury stock, at cost, 21,104 shares and 14,646 shares as of September 30, 2026 and December 31, 2025, respectively   (297,856 )     (247,982 )
Retained earnings   341,121       305,864  
Accumulated other comprehensive income, net of income taxes   7,300       13,335  
Total stockholders’ equity   1,133,398       1,131,332  
Total liabilities and stockholders’ equity $ 1,349,938     $ 1,354,082  


DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

  Three Months Ended September 30,    Nine Months Ended September 30, 
(in thousands, except per share data) 2026   2025   2026   2025
Revenue $ 205,638     $ 188,621   $ 580,252     $ 542,703  
Cost of revenue (exclusive of depreciation and amortization shown separately below)   38,542       33,465     104,185       97,557  
Product development   44,427       44,842     136,201       136,762  
Sales, marketing and customer support   47,981       47,022     141,836       141,594  
General and administrative   28,009       26,997     80,691       83,100  
Depreciation and amortization   18,334       15,191     50,333       42,275  
Income from operations   28,345       21,104     67,006       41,415  
Interest expense   652       467     1,540       1,330  
Other (income) expense, net   (251 )     99     1,386       (5,185 )
Income before income taxes   27,944       20,538     64,080       45,270  
Income tax expense   12,015       10,336     28,823       23,949  
Net income $ 15,929     $ 10,202   $ 35,257     $ 21,321  
Earnings per share:                      
Basic $ 0.10     $ 0.06   $ 0.23     $ 0.13  
Diluted $ 0.10     $ 0.06   $ 0.22     $ 0.13  
Weighted-average common stock outstanding:                      
Basic   155,200       162,031     156,623       163,285  
Diluted   160,321       166,497     160,753       167,368  
Comprehensive income:                      
Net income $ 15,929     $ 10,202   $ 35,257     $ 21,321  
Other comprehensive (loss) income:                      
Foreign currency cumulative translation adjustment   (1,346 )     839     (6,035 )     27,715  
Total comprehensive income $ 14,583     $ 11,041   $ 29,222     $ 49,036  


DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

                                  Accumulated Other      
                      Additional         Comprehensive   Total
  Common Stock   Treasury Stock   Paid-in   Retained   Income (Loss)   Stockholders’
(in thousands) Shares   Amount   Shares   Amount   Capital   Earnings   Net of Income Taxes   Equity
Balance as of January 1, 2026 176,546   $ 177   14,646     $ (247,982 )   $ 1,059,938     $ 305,864   $ 13,335     $ 1,131,332  
Foreign currency translation adjustment —     —   —       —       —       —     (4,931 )     (4,931 )
Shares repurchased for settlement of employee tax withholdings —     —   142       (1,437 )     —       —     —       (1,437 )
Stock-based compensation expense —     —   —       —       25,613       —     —       25,613  
Common stock issued upon exercise of stock options —     —   —       —       43       —     —       43  
Common stock issued upon vesting of restricted stock units 90     —   —       —       —       —     —       —  
Common stock issued upon vesting of performance stock units 53     —   —       —       —       —     —       —  
Shares repurchased under authorized repurchase programs —     —   7,270       (75,145 )     —       —     —       (75,145 )
Excise tax on shares repurchased —     —   —       (618 )     —       —     —       (618 )
Treasury stock reissued upon settlement of equity awards —     —   (1,298 )     20,239       (20,239 )     —     —       —  
Net income —     —   —       —       —       6,410     —       6,410  
Balance as of March 31, 2026 176,689     177   20,760       (304,943 )     1,065,355       312,274     8,404       1,081,267  
Foreign currency translation adjustment —     —   —       —       —       —     242       242  
Shares repurchased for settlement of employee tax withholdings —     —   392       (4,025 )     —       —     —       (4,025 )
Stock-based compensation expense —     —   —       —       26,941       —     —       26,941  
Common stock issued under employee purchase plan —     —   —       —       1,031       —     —       1,031  
Common stock issued upon exercise of stock options —     —   —       —       1,223       —     —       1,223  
Common stock issued upon vesting of restricted stock units 392     —   —       —       —       —     —       —  
Common stock issued upon vesting of performance stock units 29     —   —       —       —       —     —       —  
Shares repurchased under authorized repurchase programs —     —   2,497       (25,050 )     —       —     —       (25,050 )
Excise tax on shares repurchased —     —   —       (97 )     —       —     —       (97 )
Treasury stock reissued upon settlement of equity awards —     —   (1,474 )     20,870       (20,870 )     —     —       —  
Net income —     —   —       —       —       12,918     —       12,918  
Balance as of June 30, 2026 177,110     177   22,175       (313,245 )     1,073,680       325,192     8,646       1,094,450  
Foreign currency translation adjustment —     —   —       —       —       —     (1,346 )     (1,346 )
Shares repurchased for settlement of employee tax withholdings —     —   183       (2,453 )     —       —     —       (2,453 )
Stock-based compensation expense —     —   —       —       26,512       —     —       26,512  
Common stock issued upon exercise of stock options —     —   —       —       138       —     —       138  
Common stock issued upon vesting of restricted stock units 153     —   —       —       —       —     —       —  
Common stock issued upon vesting of performance stock units 30     —   —       —       —       —     —       —  
Excise tax on shares repurchased —     —   —       168       —       —     —       168  
Treasury stock reissued upon settlement of equity awards —     —   (1,254 )     17,674       (17,674 )     —     —       —  
Net income —     —   —       —       —       15,929     —       15,929  
Balance as of September 30, 2026 177,293   $ 177   21,104     $ (297,856 )   $ 1,082,656     $ 341,121   $ 7,300     $ 1,133,398  

DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

                                           
                                  Accumulated Other      
                      Additional         Comprehensive   Total
  Common Stock   Treasury Stock   Paid-in   Retained   Income (Loss)   Stockholders’
(in thousands) Shares   Amount   Shares   Amount   Capital   Earnings   Net of Income Taxes   Equity
Balance as of January 1, 2025 174,003   $ 174   6,934     $ (131,620 )   $ 974,383     $ 255,214   $ (14,692 )   $ 1,083,459  
Foreign currency translation adjustment —     —   —       —       —       —     7,493       7,493  
Shares repurchased for settlement of employee tax withholdings —     —   210       (3,210 )     —       —     —       (3,210 )
Stock-based compensation expense —     —   —       —       25,080       —     —       25,080  
Common stock issued upon exercise of stock options 58     —   —       —       222       —     —       222  
Common stock issued upon vesting of restricted stock units 641     1   —       —       (1 )     —     —       —  
Common stock issued upon vesting of performance stock units 71     —   —       —       —       —     —       —  
Shares repurchased under authorized repurchase programs —     —   5,169       (82,240 )     —       —     —       (82,240 )
Excise tax on shares repurchased —     —   —       (64 )     (668 )     —     —       (732 )
Treasury stock reissued upon settlement of equity awards —     —   (18 )     350       (350 )     —     —       —  
Net income —     —   —       —       —       2,361     —       2,361  
Balance as of March 31, 2025 174,773     175   12,295       (216,784 )     998,666       257,575     (7,199 )     1,032,433  
Foreign currency translation adjustment —     —   —       —       —       —     19,383       19,383  
Shares repurchased for settlement of employee tax withholdings —     —   35       (494 )     —       —     —       (494 )
Stock-based compensation expense —     —   —       —       28,053       —     —       28,053  
Common stock issued under employee purchase plan 135     —   —       —       1,577       —     —       1,577  
Common stock issued upon exercise of stock options 29     —   —       —       148       —     —       148  
Common stock issued upon vesting of restricted stock units 954     1   —       —       (1 )     —     —       —  
Common stock issued upon vesting of performance stock units 14     —   —       —       —       —     —       —  
Excise tax on shares repurchased —     —   —       157       —       —     —       157  
Net income —     —   —       —       —       8,758     —       8,758  
Balance as of June 30, 2025 175,905     176   12,330       (217,121 )     1,028,443       266,333     12,184       1,090,015  
Foreign currency translation adjustment —     —   —       —       —       —     839       839  
Shares repurchased for settlement of employee tax withholdings —     —   259       (3,391 )     —       —     —       (3,391 )
Stock-based compensation expense —     —   —       —       28,786       —     —       28,786  
Common stock issued upon exercise of stock options 76     —   —       —       260       —     —       260  
Common stock issued upon vesting of restricted stock units 313     —   —       —       —       —     —       —  
Common stock issued upon vesting of performance stock units 6     —   —       —       —       —     —       —  
Shares repurchased under authorized repurchase programs —     —   3,258       (50,065 )     —       —     —       (50,065 )
Excise tax on shares repurchased —     —   —       (396 )     —       —     —       (396 )
Treasury stock reissued upon settlement of equity awards —     —   (641 )     10,962       (10,962 )     —     —       —  
Net income —     —   —       —       —       10,202     —       10,202  
Balance as of September 30, 2025 176,300   $ 176   15,206     $ (260,011 )   $ 1,046,527     $ 276,535   $ 13,023     $ 1,076,250  


DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

           
  Nine Months Ended
  September 30, 
(in thousands) 2026   2025
Operating activities:          
Net income $ 35,257     $ 21,321  
Adjustments to reconcile net income to net cash provided by operating activities          
Bad debt expense   2,558       1,897  
Depreciation and amortization expense   50,333       42,275  
Amortization of debt issuance costs   326       326  
Non-cash lease expense   6,344       5,903  
Deferred taxes   1,120       17,055  
Stock-based compensation expense   74,862       78,728  
Interest expense, net   392       321  
Loss on disposal of fixed assets   —       101  
Other   (448 )     771  
Changes in operating assets and liabilities, net of effects of business combinations          
Trade receivables   (10,286 )     11,596  
Prepaid expenses and other assets   (1,802 )     (36,824 )
Trade payables   271       1,057  
Accrued expenses and other liabilities   (22,544 )     (6,070 )
Net cash provided by operating activities   136,383       138,457  
Investing activities:          
Purchase of property, plant and equipment   (31,353 )     (27,952 )
Acquisition of businesses, net of cash acquired   —       (82,578 )
Proceeds from maturity of short-term investments   —       17,753  
Other investing activities   —       (1,000 )
Net cash used in investing activities   (31,353 )     (93,777 )
Financing activities:          
Proceeds from common stock issued upon exercise of stock options   1,404       630  
Proceeds from common stock issued under employee purchase plan   1,031       1,577  
Finance lease payments   (5,832 )     (2,944 )
Shares repurchased under authorized repurchase programs   (100,195 )     (132,305 )
Payment of excise tax on shares repurchased   (884 )     (668 )
Shares repurchased for settlement of employee tax withholdings   (7,915 )     (7,095 )
Net cash used in financing activities   (112,391 )     (140,805 )
Effect of exchange rate changes on cash and cash equivalents and restricted cash   (849 )     4,109  
Net decrease in cash, cash equivalents, and restricted cash   (8,210 )     (92,016 )
Cash, cash equivalents, and restricted cash – Beginning of period   260,034       293,741  
Cash, cash equivalents, and restricted cash – End of period $ 251,824     $ 201,725  
           
Cash and cash equivalents $ 250,852     $ 200,729  
Restricted cash – non-current (included in Other non-current assets on the Condensed Consolidated Balance Sheets)   972       996  
Total cash and cash equivalents and restricted cash $ 251,824     $ 201,725  
Supplemental cash flow information:          
Cash paid for interest $ 945     $ 878  
Non-cash investing and financing activities:          
Right-of-use assets obtained in exchange for new operating lease liabilities, net of impairments and tenant improvement allowances $ 479     $ 5,139  
Acquisition of equipment under finance lease $ 21,635     $ 13,805  
Capital assets financed by accounts payable and accrued expenses $ 24     $ 35  
Stock-based compensation included in capitalized software development costs $ 4,209     $ 3,190  
Accrued excise tax on net share repurchases $ 547     $ 971  


Comparison of the Three and Nine Months Ended September 30, 2026 and September 30, 2025

Revenue

  Three Months Ended
September 30, 
  Change   Change   Nine Months Ended
September 30, 
  Change   Change
  2026   2025   $   %   2026   2025   $   %
  (In Thousands)               (In Thousands)            
Revenue by customer type:                                              
Activation $ 117,572   $ 106,693   $ 10,879   10 %   $ 325,802   $ 310,814   $ 14,988   5 %
Measurement   69,122     63,829     5,293   8       197,685     180,155     17,530   10  
Supply-side   18,944     18,099     845   5       56,765     51,734     5,031   10  
Total revenue $ 205,638   $ 188,621   $ 17,017   9 %   $ 580,252   $ 542,703   $ 37,549   7 %


Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, management believes that certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Non-GAAP Net income, Non-GAAP Earnings Per Share, Free Cash Flow and Free Cash Flow Conversion (collectively “Non-GAAP Financial Measures”) are useful in evaluating our business.

We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue. We calculate Non-GAAP net income as GAAP net income adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as amortization of acquired intangibles assets, acquisition-related costs, other non-recurring costs, as well as the income tax effect of these adjustments. Basic non-GAAP earnings per share is calculated by dividing non-GAAP net income by the number of weighted-average common stock outstanding. Diluted Non-GAAP earnings per share adjusts the Basic Non-GAAP earnings per share for the potential dilutive impact of shares of common stock using the treasury stock method. We calculate free cash flow as net cash provided by operating activities determined in accordance with GAAP less purchases of property, plant, and equipment which includes capitalized software development costs. Free cash flow conversion is calculated as free cash flow divided by Adjusted EBITDA for the same period. We use the Non-GAAP Financial Measures as measures of operational efficiency to understand and evaluate our core business operations. We believe that these Non-GAAP Financial Measures are useful to investors for period-to-period comparisons of our core business and for understanding and evaluating trends in our operating results on a consistent basis by either excluding items that we do not believe are indicative of our core operating performance or by measuring cash generated by our operations that is available for various strategic initiatives.

The following tables show the Company’s non-GAAP financial metrics reconciled to the comparable GAAP financial metrics included in this release.

                       
  Three Months Ended September 30,    Nine Months Ended September 30, 
  2026   2025   2026   2025
  (In Thousands)   (In Thousands)
Net income $ 15,929     $ 10,202     $ 35,257     $ 21,321  
Net income margin   8 %     5 %     6 %     4 %
Depreciation and amortization   18,334       15,191       50,333       42,275  
Stock-based compensation   25,088       27,379       74,862       78,728  
Interest expense   652       467       1,540       1,330  
Income tax expense   12,015       10,336       28,823       23,949  
M&A and restructuring costs (recoveries) (a)   2,850       (10 )     2,850       1,656  
Other costs (b)   803       2,187       898       3,705  
Other (income) expense (c)   (251 )     99       1,386       (5,185 )
Adjusted EBITDA $ 75,420     $ 65,851     $ 195,949     $ 167,779  
Adjusted EBITDA margin   37 %     35 %     34 %     31 %

                       
  Three Months Ended September 30,    Nine Months Ended September 30, 
  2026   2025   2026   2025
  (In Thousands)   (In Thousands)
Net Income $ 15,929     $ 10,202     $ 35,257     $ 21,321  
Stock-based compensation   25,088       27,379       74,862       78,728  
Amortization of acquired intangibles   6,522       7,929       19,613       23,236  
M&A and restructuring costs (recoveries) (a)   2,850       (10 )     2,850       1,656  
Other costs (b)   803       2,187       898       3,705  
Income tax effect of non-GAAP adjustments (d)   (10,932 )     (11,620 )     (30,449 )     (33,271 )
Non-GAAP net income $ 40,260     $ 36,067     $ 103,031     $ 95,375  
                       
GAAP earnings per share:                      
Basic $ 0.10     $ 0.06     $ 0.23     $ 0.13  
Diluted $ 0.10     $ 0.06     $ 0.22     $ 0.13  
                       
GAAP Weighted-average common stock outstanding:                      
Basic   155,200       162,031       156,623       163,285  
Diluted   160,321       166,497       160,753       167,368  
                       
Non-GAAP earnings per share:                      
Basic $ 0.26     $ 0.22     $ 0.66     $ 0.58  
Diluted $ 0.25     $ 0.22     $ 0.64     $ 0.57  
                       
Non-GAAP Weighted-average common stock outstanding:                      
Basic   155,200       162,031       156,623       163,285  
Diluted   160,321       166,497       160,753       167,368  


(a) M&A and restructuring costs for the three and nine months ended September 30, 2026 consist of transaction costs in connection with the Merger Agreement. M&A and restructuring costs (recoveries) for the three and nine months ended September 30, 2025 consist of transaction costs related to the acquisition of Rockerbox.
(b) Other costs for the three and nine months ended September 30, 2026 consist of expenses with respect to litigation and regulatory matters outside of the ordinary course. Other costs for the three and nine months ended September 30, 2025 consist of expenses incurred with respect to litigation and regulatory matters outside of the ordinary course and costs related to the early termination of an office lease.
(c) Other (income) expense for the three and nine months ended September 30, 2026 and September 30, 2025 consists of interest income earned on interest-bearing monetary assets, and the impact of changes in foreign currency exchange rates.
(d) We calculate the income tax effect of the adjustments using a non-GAAP effective tax rate to provide consistency across reporting periods. For the non-GAAP reconciliation, effective tax rates for the three and nine months ended September 30, 2026 and 2025 were calculated using assumed blended tax rates of 31%, respectively. These rates represent a blend of the statutory federal tax and state taxes rates associated with the most recent Annual Report on Form 10-K. We will periodically reevaluate this tax rate, as necessary, for significant events such as relevant tax law changes.

  Three Months Ended September 30,    Nine Months Ended September 30, 
  2026   2025   2026   2025
  (In Thousands)   (In Thousands)
Net cash provided by operating activities $ 55,970     $ 51,181     $ 136,383     $ 138,457  
Purchase of property, plant and equipment   (10,297 )     (12,139 )     (31,353 )     (27,952 )
Free cash flow $ 45,673     $ 39,042     $ 105,030     $ 110,505  
Free cash flow conversion   61 %     59 %     54 %     66 %

These Non-GAAP Financial Measures have limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under GAAP. Some of the limitations of these measures are:

  • they do not reflect changes in, or cash requirements for, working capital needs;
  • they do not reflect our capital expenditures or future requirements for capital expenditures or contractual commitments;
  • they do not reflect income tax expense or the cash requirements to pay income taxes;
  • they do not reflect interest expense or the cash requirements necessary to service interest or principal debt payments; and
  • although depreciation and amortization are non-cash charges related mainly to intangible assets, certain assets being depreciated and amortized will have to be replaced in the future, and they do not reflect any cash requirements for such replacements.

In addition, other companies in our industry may calculate these Non-GAAP Financial Measures differently than we do, limiting their usefulness as a comparative measure. You should compensate for these limitations by relying primarily on our GAAP results and using the Non-GAAP Financial Measures only supplementally.

Total stock-based compensation expense recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income is as follows:

  Three Months Ended   Nine Months Ended
  September 30,    September 30, 
(in thousands) 2026   2025   2026   2025
Product development $ 9,679   $ 10,739   $ 29,198   $ 30,394
Sales, marketing and customer support   7,692     7,932     22,404     24,387
General and administrative   7,717     8,708     23,260     23,947
Total stock-based compensation $ 25,088   $ 27,379   $ 74,862   $ 78,728


Forward-Looking Statements

This press release contains forward-looking statements. Statements contained in this communication other than statements of historical fact are forward-looking statements, including statements regarding the Merger and the other transactions contemplated by the Merger Agreement. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “likely” or “continue,” the negative of these terms and other comparable terminology. Any statements in this press release regarding the proposed Merger, and any other statements that are not historical facts are forward-looking statements. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. Important factors, risks and uncertainties that could cause actual results to differ materially from forward-looking statements include but are not limited to: (i) the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of our common stock; (ii) the timing to consummate the Merger, or the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; (iii) the failure to satisfy the conditions to the consummation of the Merger, and the other transactions contemplated thereby; (iv) the risk that a governmental or regulatory approval that may be required for the Merger is not obtained or is obtained subject to conditions that are not anticipated; (v) the effect of the pendency of the Merger on the Company’s business relationships, operating results and business generally; (vi) certain restrictions during the pendency of the Merger that may impact our ability to pursue certain business opportunities or strategic transactions; (vii) risks that the Merger disrupts current plans and operations; (viii) risks related to diverting management’s attention from our ongoing business operations; (ix) the outcome of any legal proceedings that may be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; (x) our ability to retain, hire and integrate skilled personnel, and maintain relationships with key business partners and customers, and others with whom we do business, in light of the proposed Merger; (xi) unexpected costs, charges or expenses resulting from the Merger; (xii) risks that the benefits of the Merger are not realized when and as expected; and (xiii) those risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC and our Quarterly Reports on Form 10-Q for the quarter ended September 30, 2026. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can management assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement the Company makes. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as otherwise required by law, the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

About DoubleVerify

DoubleVerify (NYSE: DV) is the industry’s leading media effectiveness platform that leverages AI to drive superior outcomes for global brands. By creating more effective, transparent ad transactions, we make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media. Learn more at www.doubleverify.com.

Investor Relations

Brinlea Johnson
The Blueshirt Group
IR@doubleverify.com

Media Contact

Chris Harihar
Crenshaw Communications
646-535-9475
chris@crenshawcomm.com

TEANECK, N.J., Oct. 30, 2026 (GLOBE NEWSWIRE) — Bogota Financial Corp. (NASDAQ: BSBK) (the “Company”), the holding company for Bogota Savings Bank (the “Bank”), reported net income for the three months ended September 30, 2026 of $473,000, or $0.04 per basic and diluted share, compared to a net income of $455,000, or $0.04 per basic and diluted share, for the comparable prior year period. The Company reported net income for the nine months ended September 30, 2026 of $1.9 million, or $0.15 per basic and diluted share, compared to a net income of $1.4 million, or $0.11 per basic and diluted share, for the comparable prior year period.

As of September 30, 2026, 237,590 shares of the Company’s common stock have been repurchased pursuant to the Company’s current stock repurchase program at a cost of $2.1 million which represents all of the shares the Company was authorized to repurchase under that program.

Other Financial Highlights:

  • Total assets decreased $23.1 million, or 2.6%, to $881.8 million at September 30, 2026 from $904.9 million at December 31, 2025, due to a decrease in cash and cash equivalents and securities.
  • Cash and cash equivalents decreased $15.9 million, or 44.6%, to $19.7 million at September 30, 2026 from $35.6 million at December 31, 2025 as excess funds from increased borrowings, security maturities and loan payments were used to fund deposit outflows.
  • Securities decreased $11.7 million, or 7.4%, to $146.4 million at September 30, 2026 from $158.1 million at December 31, 2025 due to principal repayments of mortgage-backed securities and maturities of corporate bonds.  
  • Net loans decreased $532,000, or 0.1%, to $647.1 million at September 30, 2026 from $647.6 million at December 31, 2025, primarily due to decreases in residential mortgages and commercial real estate loans, offset by an increase in multi-family real estate loans.
  • Total deposits at September 30, 2026 were $581.3 million, decreasing $71.2 million, or 10.9%, compared to $652.4 million at December 31, 2025, due to a $92.2 million decrease in certificates of deposit of which $10.8 million represented a decrease in brokered deposits. The decrease was offset by a $16.5 million increase in savings accounts, a $1.5 million increase in non-interest-bearing accounts and a $4.2 million increase in NOW accounts. The average rate on deposits decreased 16 basis points to 3.14% for the first three quarters of 2026 from 3.30% from the comparable period a year ago, which was due to lower interest rates and lower average balances of certificates of deposit.
  • Federal Home Loan Bank (the “FHLB”) advances increased $47.4 million, or 50.8% to $140.7 million at September 30, 2026 from $93.3 million as of December 31, 2025.  The increase in borrowings was largely attributable to the outflow of deposits during the nine months ended September 30, 2026.

Kevin Pace, President and Chief Executive Officer, said, “We are excited to mark another important milestone in Bogota Savings Bank’s continued growth with the opening of our newest location in Point Pleasant, New Jersey as part of our strategic expansion into the southern New Jersey market. This allows us to serve our already extensive customer base in the Central and South Jersey markets and reflects our confidence and commitment in the opportunities within that market.

We are particularly encouraged by our financial performance through the first nine months of 2026. Net income increased 36% to $1.9 million compared to the same period last year, while net interest income grew 13.9% to $12.7 million. We also achieved meaningful improvements in our net interest margin and net interest rate spread, reflecting continued progress in managing our funding costs and strengthening our core earnings performance. These results demonstrate the benefits of our ongoing focus on operational discipline, balance sheet management, and long-term financial performance.

We recognize that the banking industry continues to navigate a challenging and evolving environment, characterized by interest rate uncertainty, heightened competition for deposits, changing customer expectations, and broader economic pressures. Against this backdrop, we remain focused on maintaining a strong financial foundation, managing risk prudently, and pursuing opportunities that support sustainable growth.

Income Statement Analysis

Comparison of Operating Results for the Three Months Ended September 30, 2026 and September 30, 2025

Net income increased $18,000 to $473,000 for the three months ended September 30, 2026 compared to net income of $455,000 for the three months ended September 30, 2025. This increase was primarily due to a $579,000 increase in net interest income offset by a $467,000 increase in non-interest expenses and a $59,000 increase in income taxes.

Interest income decreased $194,000, or 1.8%, to $10.4 million for the three months ended September 30, 2026 compared to $10.6 million for the three months ended September 30, 2025.

Interest income on cash and cash equivalents decreased $9,000, or 5.0%, to $170,000 for the three months ended September 30, 2026 from $179,000 for the three months ended September 30, 2025 due to an 11 basis point decrease in the average yield from 4.27% for the three months ended September 30, 2025 to 4.16% for the three months ended September 30, 2026 resulting from a lower short-term interest rate environment. There was a $535,000 decrease in the average balance to $16.1 million for the three months ended September 30, 2026 from $16.7 million for the three months ended September 30, 2025

Interest income on loans decreased $50,000, or 0.6%, to $8.2 million for the three months ended September 30, 2026, due primarily to a 27 basis point increase in the average yield from 4.77% for the three months ended September 30, 2025 to 5.04% for the three months ended September 30, 2026 offset by a $40.4 million decrease in the average balance to $642.6 million for the three months ended September 30, 2026 from $683.0 million for the three months ended September 30, 2025.

Interest income on securities decreased $103,000, or 4.9%, to $2.0 million for the three months ended September 30, 2026, primarily due to a three basis point decrease in the average yield from 5.46% for the three months ended September 30, 2025, to 5.43% for the three months ended September 30, 2026.  The decrease was also due to a $6.6 million decrease in the average balance to $147.4 million for the three months ended September 30, 2026, from $153.9 million for the three months ended September 30, 2025.

Interest expense decreased $773,000, or 11.5%, from $6.7 million for the three months ended September 30, 2025 to $6.0 million for the three months ended September 30, 2026 primarily due to a lower average balance of certificates of deposits.  During the three months ended September 30, 2026, the use of hedges increased the interest expense on the FHLB advances and brokered deposits by $22,000 compared to a reduced expense for the three months ended September 30, 2025.  At September 30, 2026, cash flow hedges used to manage interest rate risk had a notional value of $67.5 million, while fair value hedges totaled $30.0 million in notional value. 

Interest expense on interest-bearing deposits decreased $1.1 million, or 19.2%, to $4.5 million for the three months ended September 30, 2026 from $5.6 million for the three months ended September 30, 2025. The decrease was due to a 30 basis point decrease in the average cost of deposits to 3.28% for the three months ended September 30, 2026 from 3.58% for the three months ended September 30, 2025. The decrease in the average cost of deposits was due to the lower interest rate environment and a decrease in the rate paid on certificates of deposit offset by an increase in the rate paid on savings accounts. Our rates on certificates of deposit decreased 32 basis points to 3.57% for the three months ended September 30, 2026 from 3.89% for the three months ended September 30, 2025 and the average balances of certificates of deposit decreased $100.4 million to $402.3 million for the three months ended September 30, 2026 from $502.7 million for the three months ended September 30, 2025. The average balance of NOW/money market accounts and savings accounts increased $14.1 million and $16.2 million for the three months ended September 30, 2026, respectively, compared to the three months ended September 30, 2025.

Interest expense on FHLB advances increased $306,000, or 27.6%, from $1.1 million for the three months ended September 30, 2025 to $1.4 million for the three months ended September 30, 2026. The increase was primarily due to an increase in the average balance of $22.6 million to $138.7 million for the three months ended September 30, 2026 from $116.1 million for the three months ended September 30, 2025 and an increase in the average cost of borrowings of 35 basis points to 4.14% for the three months ended September 30, 2026 from 3.79% for the three months ended September 30, 2025 due to the new borrowings being shorter durations at higher rates.

Net interest income increased $579,000, or 14.9%, to $4.5 million for the three months ended September 30, 2026 from $3.9 million for the three months ended September 30, 2025.  The increase reflected a 38 basis point increase in our net interest rate spread to 1.68% for the three months ended September 30, 2026 from 1.30% for the three months ended September 30, 2025. Our net interest margin increased 39 basis points to 2.19% for the three months ended September 30, 2026 from 1.80% for the three months ended September 30, 2025.

We recorded no provision for credit losses for the three months ended September 30, 2026 and we recorded a $50,000 recovery for credit losses for the three months ended September 30, 2025. All non-performing loans are impaired and have no allowance for credit losses due to adequate collateral and required no additional provisions for credit losses.

Non-interest income increased $16,000, or 4.9%, to $337,000 for the three months ended September 30, 2026 from $321,000 for the three months ended September 30, 2025 due to a higher income on bank-owned life insurance.

For the three months ended September 30, 2026, non-interest expense increased $467,000, or 12.5%, compared to the same period ended September 30, 2025. Salaries and employee benefits decreased $6,000, or 0.3%, due to lower headcount. FDIC insurance premiums decreased $4,000, or 4.4%, due to lower deposit balances in 2026. Data processing expense increased $35,000, or 11.9%, due to higher processing costs. Director fees decreased $27,000, or 17.8%, due to fewer members on the board. The increase in advertising expense of $35,000, or 337.0%, was due to marketing for a new branch opening. Merger expense was $311,000, due to higher legal expense associated with the pending merger. 

Income tax expense increased $59,000 to an expense of $132,000 for the three months ended September 30, 2026 from a $73,000 expense for the three months ended September 30, 2025. The increase was due to an increase of $64,000 in pre-tax income. 

Comparison of Operating Results for the Nine Months Ended September 30, 2026 and September 30, 2025

Net income increased $516,000 to $1.9 million for the nine months ended September 30, 2026 from $1.4 million for the nine months ended September 30, 2025. This increase was primarily due to an increase of $1.6 million in net interest income which was offset by a decrease of $223,000 in non-interest income, an increase of $187,000 in non-interest expense, an increase of $180,000 in the provision for credit losses and an increase of $451,000 in income tax expense.

Interest income decreased $1.5 million, or 4.8%, to $30.5 million for the nine months ended September 30, 2026 compared to $32.1 million for the nine months ended September 30, 2025.

Interest income on cash and cash equivalents decreased $150,000, or 27.3%, to $400,000 for the nine months ended September 30, 2026 from $550,000 for the nine months ended September 30, 2025 due to a $2.0 million decrease in the average balance to $12.5 million for the nine months ended September 30, 2026 from $14.4 million for the nine months ended September 30, 2025, reflecting a decrease in deposits and a reduction of borrowings.  This was also due to an 81 basis point decrease in the average yield from 5.09% for the nine months ended September 30, 2025 to 4.28% for the nine months ended September 30, 2026 resulting from the lower interest rate environment.

Interest income on loans decreased $1.4 million, or 5.7%, to $23.7 million for the nine months ended September 30, 2026 compared to $25.1 million for the nine months ended September 30, 2025, due primarily to a $51.6 million decrease in the average balance to $643.6 million for the nine months ended September 30, 2026 from $695.2 million for the nine months ended September 30, 2025 offset by an eight basis point increase in the yield.

Interest income on securities increased $241,000, or 4.1%, to $6.1 million for the nine months ended September 30, 2026, from $5.9 million for the nine months ended September 30, 2025, primarily due to a 21 basis point increase in the average yield from 5.34% for the nine months ended September 30, 2025, to 5.55% for the nine months ended September 30, 2026.  The increase was also due to a $157,000 increase in the average balance to $147.0 million for the nine months ended September 30, 2026, from $146.8 million for the nine months ended September 30, 2025.

Interest expense decreased $3.1 million, or 14.9%, from $20.9 million for the nine months ended September 30, 2025 to $17.8 million for the nine months ended September 30, 2026 due to lower average balances of certificates of deposits and borrowings and a lower cost provided on CDs.  During the nine months ended September 30, 2026, the use of hedges increased the interest expense on FHLB advances and brokered deposits by $1,000. At September 30, 2026, cash flow hedges used to manage interest rate risk had a notional value of $67.5 million, while fair value hedges totaled $30.0 million in notional value. 

Interest expense on interest-bearing deposits decreased $2.8 million, or 16.3%, to $14.1 million for the nine months ended September 30, 2026 from $16.9 million for the nine months ended September 30, 2025. The decrease was due to a 42 basis point decrease in the average cost of deposits to 3.31% for the nine months ended September 30, 2026 from 3.73% for the nine months ended September 30, 2025. The decrease in the average cost of deposits was due to the lower interest rate environment and a decrease in the rate paid on certificates of deposit offset by an increase in the rate paid on transactional accounts. Our rates on certificates of deposit decreased 47 basis points to 3.58% for the nine months ended September 30, 2026 from 4.05% for the nine months ended September 30, 2025 and the average balances of certificates of deposit decreased $55.5 million to $427.9 million for the nine months ended September 30, 2026 from $483.4 million for the nine months ended September 30, 2025. The average balance of NOW/money market accounts and savings accounts increased $7.1 million and $13.5 million for the nine months ended September 30, 2026, respectively, compared to the nine months ended September 30, 2025.

Interest expense on FHLB advances decreased $340,000, or 8.6%, from $4.0 million for the nine months ended September 30, 2025 to $3.6 million for the nine months ended September 30, 2026. The decrease was primarily due to a decrease in the average balance of $28.7 million to $115.4 million for the nine months ended September 30, 2026 from $144.1 million for the nine months ended September 30, 2025.  The decrease was offset by an increase in the average cost of borrowings of 27 basis points to 4.20% for the nine months ended September 30, 2026 from 3.93% for the nine months ended September 30, 2025 due to the new borrowings being shorter durations at higher rates.

Net interest income increased $1.6 million, or 13.9%, to $12.7 million for the nine months ended September 30, 2026 from $11.2 million for the nine months ended September 30, 2025.  The increase reflected a 36 basis point increase in our net interest rate spread to 1.57% for the nine months ended September 30, 2026 from 1.21% for the nine months ended September 30, 2025. Our net interest margin increased 37 basis points to 2.10% for the nine months ended September 30, 2026 from 1.73% for the nine months ended September 30, 2025.

We recorded a $50,000 provision for credit losses for the nine months ended September 30, 2026 compared to an $130,000 recovery for credit losses for the nine months ended September 30, 2025 due to higher delinquent commercial loan balances, offset by a decrease in loan balances.

Non-interest income decreased $223,000, or 14.5%, to $1.3 million for the nine months ended September 30, 2026 from $1.5 million for the nine months ended September 30, 2025 due to a $564,000 death benefit received in 2025 related to a former employee, offset by $300,000 received from an insurance claim during 2026 related to a previous year fraud loss.

For the nine months ended September 30, 2026, non-interest expense increased $187,000, or 1.6%, compared to the comparable September 30, 2025 period. Salaries and employee benefits decreased $108,000, or 1.8%, due to lower headcount. FDIC insurance premiums decreased $29,000, or 9.5%, due to lower deposit balances in 2026. Director fees decreased $92,000, or 19.1%, due to fewer members on the board. Professional fees decreased $112,000, or 12.0%, due to lower legal expense associated with a construction loan foreclosure in 2025. Merger expense was $311,000, due to higher legal expense associated with the upcoming merger.   Occupancy and equipment increased $96,000, or 4.9%, due to cost for a new branch in 2026.

Income tax expense increased $451,000 to an expense of $443,000 for the nine months ended September 30, 2026 from an $8,000 benefit for the nine months ended September 30, 2025. The increase was due to an increase of $1.5 million in pre-tax income. 

Balance Sheet Analysis at September 30, 2026 Compared to December 31, 2025

Total assets were $881.8 million at September 30, 2026, representing a decrease of $23.1 million, or 2.6%, from $904.9 million at December 31, 2025.  Cash and cash equivalents decreased $15.9 million during the period primarily as excess funds from increased borrowings, security maturities and loan payments were used to offset deposits outflows. Net loans decreased $532,000, or 0.08%, due to $47.0 million in repayments, partially offset by new production of $46.5 million. This decrease in net loans is also attributed to a $6.8 million decrease in residential loans, a $292,000 decrease in construction loans and a decrease of $6.4 million of commercial loans, offset by a $13.2 million increase in multi-family loans; commercial and industrial loans decreased $170,000, or 5.3% and consumer loans also decreased $56,000 or 47.5%.  Due to the interest rate environment, we have seen a decrease in demand for residential and construction loans, which have been primary drivers of our loan growth in recent periods, as well as consumer loans.  Securities available for sale decreased $11.7 million or 7.4%, due to repayments of mortgage-backed securities and maturities of corporate bonds. 

Delinquent loans increased $600,000 to $28.2 million, or 4.34% of total loans, at September 30, 2026, compared to $27.6 million or 4.25% of total loans at December 31, 2025. The balance of delinquent loans includes $14.3 million of commercial real estate loans associated with four large loans that have been over 90 days past due. The balance of delinquent loans also includes one $10.9 million construction loan that is in bankruptcy and has a 45% loan to value.   Management considers all delinquent loans to be well-secured. During the nine months ended September 30, 2026, non-performing assets increased from $15.1 million at December 31, 2025 to $28.3 million, which represented 3.22% of total assets at September 30, 2026. The increase in non-performing loans was due to four commercial loans totaling $14.7 million to one associated borrower. No loans were charged off during the nine months ended September 30, 2026 or September 30, 2025. The Company’s allowance for credit losses related to loans was 0.39% of total loans and 9.03% of non-performing loans at September 30, 2026 compared to 0.39% of total loans and 19.29% of non-performing loans at December 31, 2025.  The Bank has limited exposure to commercial real estate loans secured by office space. 

Total liabilities decreased $23.3 million, or 3.1%, to $740.7 million at September 30, 2026 from $764.0 million at December 31, 2025, mainly due to a $71.2 million decrease in deposits offset by an increase in borrowings. Total deposits decreased $71.2 million, or 10.9%, to $581.3 million at September 30, 2026 from $652.4 million at December 31, 2025. Management decided to reduce deposits due to the lack on new loan growth and the low yield on investments. The decrease in deposits reflected a decrease in certificate of deposit accounts, which decreased by $92.2 million to $401.7 million at September 30, 2026 from $493.9 million at December 31, 2025. This decrease was offset by savings accounts which increased by $16.5 million from $54.6 million at December 31, 2025 to $71.0 million at September 30, 2026 an increase in NOW deposit accounts and money market accounts, which increased by $3.0 million to $78.8 million, and by an increase in noninterest bearing demand accounts, which increased by $1.5 million from $28.2 million at December 31, 2025 to $29.7 million at September 30, 2026.  At September 30, 2026, brokered deposits were $95.5 million or 16.4% of deposits and municipal deposits were $42.8 million or 7.4% of deposits.  At September 30, 2026, uninsured deposits represented 28.5% of the Bank’s total deposits. FHLB advances increased $47.4 million, or 50.8%, due to the use of borrowings to fund deposit outflows.  Short-term borrowings increased $82.5 million, or 412.5%, to $102.5 million at September 30, 2026 from $20.0 million at December 31, 2025, while long-term borrowings decreased $35.1 million, or 47.9%, to $38.2 million at September 30, 2026 from $73.3 million at December 31, 2025.  Total borrowing capacity at the FHLB is $231.2 million of which $140.7 million has been advanced.

Total stockholders’ equity increased $230,000 to $141.1 million at September 30, 2026 from $140.9 million at December 31, 2025, primarily due to net income of $1.9 million, partially offset by a $1.0 million increase in accumulated other comprehensive loss and the repurchase of shares under the stock repurchase program. For the nine months ended September 30, 2026, the Company’s ratio of average stockholders’ equity-to-average total assets was 16.36%, compared to 15.02% for the nine months ended September 30, 2025.

About Bogota Financial Corp.

Bogota Financial Corp. is a Maryland corporation organized as the mid-tier holding company of Bogota Savings Bank and is the majority-owned subsidiary of Bogota Financial, MHC. Bogota Savings Bank is a New Jersey chartered stock savings bank that has served the banking needs of its customers in northern and central New Jersey since 1893. It operates from eight offices located in Bogota, Hasbrouck Heights, Upper Saddle River, Newark, Oak Ridge, Parsippany, Point Pleasant and Teaneck, New Jersey.

Forward-Looking Statements

This press release contains certain forward-looking statements about the Company and the Bank. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures, changes in the interest rate environment, inflation, general economic conditions or conditions within the securities markets, the imposition of tariffs or other domestic or international governmental policies and trade restrictions and retaliatory measures impacting our borrowers and the broader economy, the impact of a potential federal government shutdown, debt ceiling impasses or fiscal uncertainty, real estate market values in the Bank’s lending area, changes in liquidity, including the size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio; the availability of low-cost funding; our continued reliance on brokered and municipal deposits; demand for loans in our market area; changes in the quality of our loan and security portfolios, economic assumptions or changes in our methodology, either of which may impact our allowance for credit losses calculation, increases in non-performing and classified loans, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System; the current or anticipated impact of military conflict, terrorism or other geopolitical  events; risks associated with cybersecurity threats, data breaches, ransomware attacks, or other failures in our operational or security systems and infrastructure, including the risks arising from our dependence on third-party service providers and vendors, the failure to maintain current technologies; failure to retain or attract employees and legislative, accounting and regulatory changes that could adversely affect the business in which the Company and the Bank are engaged.

The Company undertakes no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.

BOGOTA FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(unaudited)
 
    As of     As of  
    September 30,
2026
    December 31,
2025
 
Assets                
Cash and due from banks   $ 7,929,347     $ 11,584,648  
Interest-bearing deposits in other banks     11,779,829       24,013,947  
Cash and cash equivalents     19,709,176       35,598,595  
                 
Securities available for sale, at fair value     146,411,304       158,064,631  
Loans, net of allowance for credit losses of $2,551,949 and $2,529,949, respectively     647,113,747       647,645,607  
Premises and equipment, net     4,623,461       4,399,202  
Federal Home Loan Bank (“FHLB”) stock and other restricted securities     7,497,100       5,403,900  
Accrued interest receivable     4,313,634       4,261,410  
Core deposit intangibles     78,844       107,604  
Bank-owned life insurance     32,460,252       31,774,855  
Right of use asset     10,429,021       10,265,125  
Investment in limited partnership     3,963,163       2,413,320  
Other assets     5,247,573       5,013,251  
Total Assets   $ 881,847,275     $ 904,947,500  
Liabilities and Equity                
Non-interest bearing deposits   $ 29,697,424     $ 28,177,516  
Interest bearing deposits     551,571,246       624,269,541  
Total deposits     581,268,670       652,447,057  
                 
FHLB advances-short term     102,500,000       20,000,000  
FHLB advances-long term     38,191,326       73,322,132  
Advance payments by borrowers for taxes and insurance     2,947,314       2,591,007  
Lease liabilities     10,679,517       10,434,759  
Other liabilities     5,121,765       5,244,197  
Total liabilities     740,708,592       764,039,152  
                 
Stockholders’ Equity                
Preferred stock $0.01 par value 1,000,000 shares authorized, none issued and outstanding at September 30, 2026 and December 31, 2025     —       —  
Common stock $0.01 par value, 30,000,000 shares authorized, 12,757,803 issued and outstanding at September 30, 2026 and 12,925,572 at December 31, 2025     127,577       129,255  
Additional paid-in capital     54,077,576       54,949,369  
Retained earnings     94,023,505       92,097,426  
Unearned ESOP shares (336,185 shares at September 30, 2026 and 356,188 shares at December 31, 2025)     (3,993,488 )     (4,219,390 )
Accumulated other comprehensive loss     (3,096,487 )     (2,048,312 )
Total stockholders’ equity     141,138,683       140,908,348  
Total liabilities and stockholders’ equity   $ 881,847,275     $ 904,947,500  
                 

BOGOTA FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2026     2025     2026     2025  
Interest income                                
Loans, including fees   $ 8,163,590     $ 8,213,734     $ 23,674,055     $ 25,108,786  
Securities                                
Taxable     1,996,519       2,099,657       6,113,933       5,873,411  
Tax-exempt     2,886       2,892       8,663       8,681  
Other interest-earning assets     270,228       311,250       714,219       1,065,408  
Total interest income     10,433,223       10,627,533       30,510,870       32,056,286  
Interest expense                                
Deposits     4,545,095       5,624,968       14,148,760       16,911,430  
FHLB advances     1,415,391       1,108,526       3,623,170       3,962,974  
Total interest expense     5,960,486       6,733,494       17,771,930       20,874,404  
Net interest income     4,472,737       3,894,039       12,738,940       11,181,882  
Provision (recovery) for credit losses     —       (50,000 )     50,000       (130,000 )
Net interest income after provision (recovery) for credit losses     4,472,737       3,944,039       12,688,940       11,311,882  
Non-interest income                                
Fees and service charges     58,278       59,703       169,772       175,277  
Gain on sale of loans     —       —       —       37,830  
Bank-owned life insurance     234,775       221,733       685,397       1,212,356  
Other     43,971       39,902       463,821       116,957  
Total non-interest income     337,024       321,338       1,318,990       1,542,420  
Non-interest expense                                
Salaries and employee benefits     2,017,854       2,023,727       6,055,389       6,163,868  
Occupancy and equipment     705,200       639,570       2,047,962       1,951,483  
FDIC insurance assessment     94,139       98,438       279,543       308,958  
Data processing     328,157       293,200       917,010       913,931  
Advertising     45,225       10,350       135,725       131,850  
Director fees     126,631       154,122       391,893       484,378  
Professional fees     331,429       361,620       820,876       932,714  
Merger expenses     310,979       —       310,979       —  
Other     245,336       156,897       679,471       564,914  
Total non-interest expense     4,204,950       3,737,924       11,638,848       11,452,096  
Income before income taxes     604,811       527,453       2,369,082       1,402,206  
Income tax expense (benefit)     132,200       72,828       443,003       (7,761 )
Net income   $ 472,611     $ 454,625     $ 1,926,079     $ 1,409,967  
Earnings per Share – basic   $ 0.04     $ 0.04     $ 0.15     $ 0.11  
Earnings per Share – diluted   $ 0.04     $ 0.04     $ 0.15     $ 0.11  
Weighted average shares outstanding – basic     12,425,946       12,637,950       12,573,824       12,641,128  
Weighted average shares outstanding – diluted     12,438,175       12,650,192       12,575,879       12,642,660  
                                 

BOGOTA FINANCIAL CORP.
SELECTED RATIOS
(unaudited)
 
    At or For the Three Months     At or for the Nine Months  
    Ended September 30,     Ended September 30,  
    2026     2025     2026     2025  
Performance Ratios (1):                                
Return on average assets (2)     0.05 %     0.05 %     0.22 %     0.15 %
Return on average equity (3)     0.33 %     0.33 %     1.36 %     1.02 %
Interest rate spread (4)     1.68 %     1.30 %     1.57 %     1.21 %
Net interest margin (5)     2.19 %     1.80 %     2.10 %     1.73 %
Efficiency ratio (6)     87.43 %     88.67 %     82.79 %     90.00 %
Average interest-earning assets to average interest-bearing liabilities     117.48 %     116.24 %     117.71 %     115.57 %
Net loans to deposits     111.33 %     103.48 %     111.33 %     103.48 %
Average equity to average assets (7)     16.15 %     15.08 %     16.36 %     15.02 %
Capital Ratios:                                
Tier 1 capital to average assets                     16.67 %     15.46 %
Asset Quality Ratios:                                
Allowance for credit losses as a percent of total loans                     0.39 %     0.38 %
Allowance for credit losses as a percent of non-performing loans                     9.03 %     12.42 %
Net charge-offs to average outstanding loans during the period                     0.00 %     0.00 %
Non-performing loans as a percent of total loans                     4.37 %     3.06 %
Non-performing assets as a percent of total assets                     3.22 %     2.21 %
                                 

(1)   Certain performance ratios for the three and nine months ended September 30, 2026 and 2025 are annualized.
(2)   Represents net income divided by average total assets.
(3)   Represents net income divided by average stockholders’ equity.
(4)   Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities. Tax exempt income is reported on a tax equivalent basis using a combined federal and state marginal tax rate of 27.5% for 2026 and 2025.
(5)   Represents net interest income as a percent of average interest-earning assets. Tax exempt income is reported on a tax equivalent basis using a combined federal and state marginal tax rate of 27.5% for 2026 and 2025.
(6)   Represents non-interest expenses divided by the sum of net interest income and non-interest income.
(7)   Represents average stockholders’ equity divided by average total assets.
     

LOANS 

Loans are summarized as follows at September 30, 2026 and December 31, 2025:

    September 30,     December 31,  
    2026     2025  
    (unaudited)  
Real estate:                
Residential First Mortgage   $ 437,073,254     $ 443,894,498  
Commercial Real Estate     115,591,491       121,960,681  
Multi-Family Real Estate     72,142,878       58,944,579  
Construction     21,754,735       22,046,399  
Commercial and Industrial     3,041,399       3,211,338  
Consumer     61,939       118,061  
Total loans     649,665,696       650,175,556  
Allowance for credit losses     (2,551,949 )     (2,529,949 )
Net loans   $ 647,113,747     $ 647,645,607  

The following tables set forth the distribution of total deposit accounts, by account type, at the dates indicated:

    At September 30,     At December 31,  
    2026     2025  
    Amount     Percent     Average
Rate
    Amount     Percent     Average
Rate
 
                                                 
    (unaudited)  
Non-interest bearing demand accounts   $ 29,697,424       5.11 %     — %   $ 28,177,516       4.32 %     — %
NOW accounts     69,774,998       12.00 %     2.66       65,532,122       10.04 %     2.76  
Money market accounts     9,010,864       1.55 %     0.41       10,244,512       1.57 %     0.44  
Savings accounts     71,040,175       12.22 %     2.73       54,558,439       8.36 %     2.13  
Certificates of deposit     401,745,209       69.12 %     3.59       493,934,468       75.70 %     3.75  
Total   $ 581,268,670       100.00 %     3.14 %   $ 652,447,057       100.00 %     3.30 %
                                                 

Average Balance Sheets and Related Yields and Rates 

The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances have been calculated using daily balances. Nonaccrual loans are included in average balances only. Loan fees are included in interest income on loans and are not material.

    Three Months Ended September 30,  
    2026     2025  
    Average
Balance
    Interest and
Dividends
    Yield/ Cost     Average
Balance
    Interest and
Dividends
    Yield/ Cost  
    (Dollars in thousands)  
Assets:   (unaudited)  
Cash and cash equivalents   $ 16,148     $ 170       4.16 %   $ 16,683     $ 179       4.27 %
Loans     642,560       8,164       5.04 %     682,956       8,214       4.77 %
Securities     147,351       1,999       5.43 %     153,945       2,103       5.46 %
Other interest-earning assets     7,421       100       5.43 %     6,460       132       8.16 %
Total interest-earning assets     813,480       10,433       5.10 %     860,044       10,628       4.91 %
                                                 
Non-interest-earning assets     63,180                       64,826                  
Total assets   $ 876,660                     $ 924,870                  
Liabilities and equity:                                                
NOW and money market accounts   $ 84,782     $ 509       2.29 %   $ 70,644     $ 434       2.44 %
Savings accounts     66,678       462       2.55 %     50,442       269       2.11 %
Certificates of deposit (1)     402,280       3,574       3.57 %     502,657       4,922       3.89 %
Total interest-bearing deposits     553,740       4,545       3.28 %     623,763       5,625       3.58 %
                                                 
FHLB advances (1)     138,726       1,415       4.14 %     116,134       1,109       3.79 %
Total interest-bearing liabilities     692,466       5,960       3.42 %     739,898       6,734       3.61 %
Non-interest-bearing deposits     29,387                       29,427                  
Other non-interest-bearing liabilities     13,255                       16,114                  
Total liabilities     735,108                       785,439                  
                                                 
Total equity     141,552                       139,431                  
Total liabilities and equity   $ 876,660                     $ 924,870                  
Net interest income           $ 4,473                     $ 3,894          
Interest rate spread (2)                     1.68 %                     1.30 %
Net interest margin (3)                     2.19 %                     1.80 %
Average interest-earning assets to average interest-bearing liabilities     117.48 %                     116.24 %                
                                                 
  1. Cash flow and fair value hedges are used to manage interest rate risk. During the three months ended September 30, 2026 and 2025, the net effect on interest expense on the FHLB advances and certificates of deposit was an increased expense of $22,000 and a reduced expense of $205,000, respectively.
  2. Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
  3. Net interest margin represents net interest income divided by average total interest-earning assets.
    Nine Months Ended September 30,  
    2026     2025  
    Average
Balance
    Interest and
Dividends
    Yield/ Cost     Average
Balance
    Interest and
Dividends
    Yield/ Cost  
    (Dollars in thousands)  
Assets:                                                
Cash and cash equivalents   $ 12,459     $ 400       4.28 %   $ 14,420     $ 550       5.09 %
Loans     643,579       23,674       4.90 %     695,200       25,109       4.82 %
Securities     146,977       6,123       5.55 %     146,820       5,882       5.34 %
Other interest-earning assets     6,374       314       6.58 %     7,277       515       9.44 %
Total interest-earning assets     809,389       30,511       5.03 %     863,717       32,056       4.95 %
Non-interest-earning assets     55,873                       58,963                  
Total assets   $ 865,262                     $ 922,680                  
Liabilities and equity:                                                
NOW and money market accounts   $ 83,420     $ 1,517       2.43 %   $ 74,409     $ 1,338       2.40 %
Savings accounts     60,846       1,166       2.56 %     48,358       743       2.06 %
Certificates of deposit (1)     427,898       11,466       3.58 %     489,876       14,830       4.05 %
Total interest-bearing deposits     572,164       14,149       3.31 %     612,643       16,911       3.73 %
FHLB advances (1)     115,430       3,623       4.20 %     134,689       3,963       3.93 %
Total interest-bearing liabilities     687,594       17,772       3.46 %     747,332       20,874       3.73 %
Non-interest-bearing deposits     29,593                       31,413                  
Other non-interest-bearing liabilities     6,559                       5,367                  
Total liabilities     723,746                       784,112                  
Total equity     141,516                       138,568                  
Total liabilities and equity   $ 865,262                     $ 922,680                  
Net interest income           $ 12,739                     $ 11,182          
Interest rate spread (2)                     1.57 %                     1.21 %
Net interest margin (3)                     2.10 %                     1.73 %
Average interest-earning assets to average interest-bearing liabilities     117.71 %                     115.57 %                
                                                 
  1. Cash flow and fair value hedges are used to manage interest rate risk. During the nine months ended September 30, 2026 and 2025, the net effect on interest expense on the FHLB advances and certificates of deposit was an increased expense of $1,000 and a reduced expense of $568,000, respectively.
  2. Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
  3. Net interest margin represents net interest income divided by average total interest-earning assets.

Rate/Volume Analysis

The following table sets forth the effects of changing rates and volumes on net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.

    Three Months Ended September 30, 2026     Nine Months Ended September 30, 2026  
    Compared to     Compared to  
    Three Months Ended September 30, 2025     Nine Months Ended September 30, 2025  
    Increase (Decrease) Due to     Increase (Decrease) Due to  
    Volume     Rate     Net     Volume     Rate     Net  
    (In thousands)  
Interest income:   (unaudited)  
Cash and cash equivalents   $ (5 )   $ (4 )   $ (9 )   $ (69 )   $ (81 )   $ (150 )
Loans receivable     (1,910 )     1,860       (50 )     (2,082 )     647       (1,435 )
Securities     (92 )     (12 )     (104 )     6       235       241  
Other interest earning assets     99       (131 )     (32 )     (58 )     (143 )     (201 )
Total interest-earning assets     (1,909 )     1,714       (195 )     (2,203 )     658       (1,545 )
                                                 
Interest expense:                                                
NOW and money market accounts     220       (145 )     75       161       18       179  
Savings accounts     117       76       193       218       205       423  
Certificates of deposit     (955 )     (393 )     (1,348 )     (1,755 )     (1,609 )     (3,364 )
FHLB advances     207       99       306       (721 )     381       (340 )
Total interest-bearing liabilities     (411 )     (363 )     (774 )     (2,096 )     (1,006 )     (3,102 )
Net increase in net interest income   $ (1,498 )   $ 2,077     $ 579     $ (107 )   $ 1,664     $ 1,557  
                                                 

Contacts
Kevin Pace – President & CEO, 201-862-0660 ext. 1110

VANCOUVER, BC and BOSTON, MA, Oct. 30, 2026 (GLOBE NEWSWIRE) — Xenon Pharmaceuticals Inc. (Nasdaq: XENE), a neuroscience-focused biopharmaceutical company dedicated to drug discovery, clinical development, and commercialization of life-changing therapeutics for patients in need, today announced equity inducement grants to nine new non-officer employees consisting of an aggregate of 24,250 share options and 14,250 restricted share units (RSUs). All of the foregoing share options and RSUs were approved by the Compensation Committee of the Company’s Board of Directors with an effective date of October 29, 2026 and were granted as inducements material to the employees entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

The share options have an exercise price of $37.54 per common share, which is equal to the closing price per share of Xenon’s common shares on the grant date of October 29, 2026. The share option grants vest over four years, with 25% vesting on the one-year anniversary of the respective employee’s start date and 1/36th of the remaining options vesting monthly thereafter on the last day of each month, subject to such option recipient’s continued service relationship with the Company. Each option has a 10-year term and is subject to the terms and conditions of the share option agreement and the terms of the Company’s Amended and Restated 2025 Inducement Equity Incentive Plan. The RSUs will vest as to 25% of the underlying shares on each of the first four anniversaries of the grant date of October 29, 2026, subject to such employee’s continued service relationship with the Company. Each RSU grant is subject to the terms and conditions of the restricted share unit award agreement and the terms of the Company’s Amended and Restated 2025 Inducement Equity Incentive Plan.

About Xenon Pharmaceuticals Inc.
Xenon Pharmaceuticals (Nasdaq: XENE) is a neuroscience-focused biopharmaceutical company dedicated to drug discovery, clinical development, and commercialization of life-changing therapeutics for patients in need. Xenon’s lead molecule, azetukalner, is a novel, potent KV7 potassium channel opener in late-stage clinical development for the treatment of epilepsy, major depressive disorder and bipolar depression. Xenon is also advancing an early-stage portfolio of multiple promising potassium and sodium channel modulators, including KV7 and NaV1.7 programs in Phase 1 development for the potential treatment of pain. Xenon has offices in Vancouver, British Columbia, and Boston, Massachusetts. For more information, visit www.xenon-pharma.com and follow us on LinkedIn and X.
  
Xenon and the Xenon logo are registered trademarks or trademarks of Xenon Pharmaceuticals Inc. in the US, Canada, and elsewhere. All other trademarks belong to their respective owner.

Contacts:
For Investors: 
Laura Perry/Emily Huang
Argot Partners 
Xenon@argotpartners.com

For Media:
Colleen Alabiso 
Senior Vice President, Corporate Affairs 
media@xenon-pharma.com 

MALVERN, Pa., Oct. 30, 2026 (GLOBE NEWSWIRE) — Meridian Corporation (Nasdaq: MRBK) today reported:

  Three Months Ended
(Dollars in thousands, except per share data)
(Unaudited)
September 30,
2026
  June 30,
2026
  September 30,
2025
Income:          
Net income $ 5,207   $ 5,807   $ 6,659
Diluted earnings per common share   0.43     0.48     0.58
                 
  • Net income for the quarter ended September 30, 2026 was $5.2 million, or $0.43 per diluted share, a decrease of $600 thousand, or 10.3%, from the prior quarter.
  • Return on average assets and return on average equity for the third quarter of 2026 were 0.80% and 9.97%, respectively.
  • Net interest margin was 3.77%, up 8 basis points from prior quarter.
  • Non-performing loans decreased $3.8 million from June 30, 2026 to September 30, 2026 and another $2.7 million settled subsequent to September 30, 2026, resulting in a combined reduction of $6.5 million or 8%.
  • Wealth management income for the third quarter was $1.9 million, up 10.0% over prior quarter.
  • On October 29, 2026, the Board of Directors declared a quarterly cash dividend of $0.14 per common share, payable November 16, 2026 to shareholders of record as of November 9, 2026.

Christopher J. Annas, Chairman and CEO commented:

“The Meridian team delivered a solid third quarter and strong net interest margin. Loan balances are generally flat nine months to date, but we actually booked $363 million over the period in lines of credit and term loans. Balances have been impacted partly by strategic paydowns in leasing and SBA, which totaled $43 million for the nine months, as well as competition from PE firms.

The wealth group grew quarterly pre-tax income by 35% over the third quarter of 2025 due to higher AUM, better efficiencies, and a good referral pipeline from our commercial group. Our mortgage group had a down third quarter, which is historically the most productive, as closed loans declined 27% from the prior quarter. Low housing inventory is dogging the industry with higher rates having a lesser impact. Mortgage’s quarterly pre-tax loss of $1.6 million included a non-operating $955 thousand loss on a small portfolio of mortgage loans that are fair-valued quarterly. We continue to make mortgage cost adjustments to align with volume.

We remain intensely focused on resolving non-performing loans without incurring elevated charge-offs. We had improvements in the third quarter, but this takes time and should result in stronger recoveries. We have strengthened our treasury and payments teams with experienced industry professionals in a concentrated effort to improve our deposit franchise and expect this to yield good results in 2027. Our ROA and ROE ratios remain strong despite some headwinds, and we look forward to improvement in the coming year.”

Select Condensed Financial Information

  As of or for the three months ended (Unaudited)
  September 30,
2026
  June 30,
2026
  March 31,
2026
  December 31,
2025
  September 30,
2025
  (Dollars in thousands, except per share data)
Income:                  
Net income $ 5,207     $ 5,807     $ 2,006     $ 7,186     $ 6,659  
Basic earnings per common share   0.44       0.49       0.17       0.62       0.59  
Diluted earnings per common share   0.43       0.48       0.17       0.61       0.58  
Net interest income   23,436       22,791       23,202       23,627       23,116  
                   
Balance Sheet:                  
Total assets $ 2,571,545     $ 2,593,176     $ 2,576,581     $ 2,561,995     $ 2,541,130  
Loans, net of fees and costs   2,163,832       2,177,978       2,181,575       2,170,600       2,162,845  
Total deposits   2,166,882       2,194,438       2,169,960       2,158,128       2,131,116  
Non-interest bearing deposits   253,433       246,357       243,458       245,377       239,614  
Stockholders’ equity   203,628       204,810       200,225       199,716       188,029  
                   
Balance Sheet Average Balances:                  
Total assets $ 2,567,416     $ 2,585,821     $ 2,574,268     $ 2,588,357     $ 2,534,565  
Total interest earning assets   2,469,890       2,485,398       2,472,659       2,495,922       2,443,261  
Loans, net of fees and costs   2,162,950       2,180,863       2,175,938       2,200,626       2,146,651  
Total deposits   2,196,765       2,188,649       2,171,837       2,173,242       2,143,821  
Non-interest bearing deposits   261,051       252,600       250,203       256,554       253,374  
Stockholders’ equity   207,190       203,901       202,577       192,799       183,242  
                   
Performance Ratios (Annualized):                  
Return on average assets   0.80 %     0.90 %     0.32 %     1.10 %     1.04 %
Return on average equity   9.97 %     11.42 %     4.02 %     14.79 %     14.42 %


Income Statement –
Third Quarter 2026 Compared to Second Quarter 2026

Third quarter net income decreased $600 thousand, or 10.3%, to $5.2 million due largely to a decrease in non-interest income of $3.2 million, and an increase in non-interest expense of $799 thousand, partially offset by a decrease of $1.8 million in the provision for credit losses, and a decrease in income tax expense of $894 thousand over the prior quarter. Detailed explanations of the major categories of income and expense follow below.

Net Interest income

The rate/volume analysis table below analyzes dollar changes in the components of interest income and interest expense as they relate to the change in balances (volume) and the change in interest rates (rate) of tax-equivalent net interest income for the periods indicated and allocated by rate and volume. Changes in interest income and/or expense related to changes attributable to both volume and rate have been allocated proportionately based on the relationship of the absolute dollar amount of the change in each category.

  Three Months Ended                
(dollars in thousands) September 30,
2026
  June 30,
2026
  $ Change   % Change   Change due to rate   Change due to volume
Interest income:                      
Cash and cash equivalents $ 279   $ 311   $ (32 )   (10.3)%   $ (1 )   $ (31 )
Investment securities – taxable   1,956     1,830     126     6.9 %     43       83  
Investment securities – tax exempt(1)   362     393     (31 )   (7.9)%     (28 )     (3 )
Loans held for sale   624     616     8     1.3 %     6       2  
Loans held for investment   38,274     37,702     572     1.5 %     734       (162 )
Total loans   38,898     38,318     580     1.5 %     740       (160 )
Total interest income $ 41,495   $ 40,852   $ 643     1.6 %   $ 754     $ (111 )
Interest expense:                      
Interest-bearing demand deposits $ 1,183   $ 1,149   $ 34     3.0 %   $ 53     $ (19 )
Money market and savings deposits   7,239     7,263     (24 )   (0.3)%     (10 )     (14 )
Time deposits   7,665     7,337     328     4.5 %     175       153  
Total interest – bearing deposits   16,087     15,749     338     2.1 %     218       120  
Borrowings   908     1,233     (325 )   (26.4)%     11       (336 )
Subordinated debentures   1,022     1,007     15     1.5 %     12       3  
Total interest expense   18,017     17,989     28     0.2 %     241       (213 )
Net interest income differential $ 23,478   $ 22,863   $ 615     2.69 %   $ 513     $ 102  
(1) Reflected on a tax-equivalent basis.                    

Interest income increased $643 thousand quarter-over-quarter on a tax equivalent basis, driven mainly by an increase in the yield on loans held for investment of 9 basis points, while average balances of loans held for sale and loans held for investment declined over this period. Overall the yield on interest-earnings assets increased 8 basis points and had a positive impact of $754 thousand on interest income, while the average balance of interest earning assets decreased by $15.5 million, having a negative impact to interest income of $111 thousand. The yield on loans improved 7 basis points due to the recording of $388 thousand in previously unaccrued interest income on a $2.5 million residential mortgage non-performing loan that was returned to accrual status during the period and then was subsequently satisfied in full.

Average total loans, excluding residential loans for sale, decreased $18.0 million. The largest drivers were decreases in commercial loans, SBA loans, residential loans, and leases, which on a combined basis decreased $33.8 million on average. Partially offsetting these decreases were increases of $8.7 million in commercial real estate average balances, a $3.0 million increase in the average balance of construction loans, along with an increase in average home equity loan balances of $3.1 million.

Interest expense overall increased $28 thousand, quarter-over-quarter, as the increase in the cost of interest-bearing deposits was largely offset by a decline in average balances of certain deposit types and borrowings. Interest expense on total deposits increased $338 thousand, while interest expense on borrowings decreased $325 thousand.

The cost of interest-bearing demand deposits increased 11 basis points while time deposit costs increased by 7 basis points, driving the $218 thousand increase in interest expense on interest-bearing deposits. During the period average balances of interest-bearing checking accounts decreased $3.2 million, and money market and savings deposit balances decreased $9.3 million, while time deposit average balances increased $12.2 million, nearly netting out. Non-interest bearing deposits increased $9 million on average during the period and borrowings decreased $29.8 million on average.

Overall the net interest margin increased to 3.77%, compared to the prior quarter, driven by the increase in yield on loans held for investment, an increase in average non-interest bearing deposits, partially offset by an increase in cost of funds.

Provision for Credit Losses

For the third quarter the overall provision for credit losses fell by $1.8 million to $1.1 million, compared with $3.0 million in the second quarter. The primary reasons for the lower level of provision expense was a lower level of loan charge-offs and a decline in loan growth quarter over quarter. Charge-offs in the third quarter declined by $414 thousand help to drive down the provision.

Non-interest income

The following table presents the components of non-interest income for the periods indicated:

  Three Months Ended        
(Dollars in thousands) September 30,
2026
  June 30,
2026
  $ Change   % Change
Mortgage banking income(1) $ 4,937     $ 6,229   $ (1,292 )   (20.7)%
Wealth management income   1,877       1,706     171     10.0 %
SBA loan income   (312 )     615     (927 )   (150.7)%
Earnings on investment in life insurance   292       245     47     19.2 %
Net change in the fair value of loans held-for-investment   (955 )     65     (1,020 )   (1569.2)%
Other   866       1,023     (157 )   (15.3)%
Total non-interest income $ 6,705     $ 9,883   $ (3,178 )   (32.2)%
(1) Includes fair value change on mortgages held for sale and related hedging derivatives.

Total non-interest income decreased $3.2 million, or 32.2%, quarter-over-quarter as mortgage banking income decreased $1.3 million, there was a decrease of $1.0 million in the fair value of loans held-for-investment, and SBA loan income decreased $927 thousand.

The drivers of the decrease in mortgage banking income were a decline of $47.4 million in total mortgage loans sold, combined with a decrease of 10 basis points in the margin on sales. There was also a $1.0 million unfavorable change in the fair value of loans held-for-investment due largely to the rapid rise in the 10 year U.S. Treasury rate from June 30, 2026 to September 30, 2026.

SBA loan income decreased $927 thousand due to the decrease in SBA loans sold. $1.5 million of SBA loans were sold during the quarter-ended September 30, 2026 with a gross gain of $110 thousand, compared to $11.9 million in SBA loans sold for the quarter-ended June 30, 2026 with a gross gain of $946 thousand, a decrease in gain of $837 thousand. The decline in SBA loan income was also impacted by an increase in amortization expense period over period.

Wealth management income was $1.9 million for the quarter, up 10.0% from the prior quarter due to the double digit improvement in stock market indices at the end of the prior quarter, which drives a large percentage of fee income calculations.

Non-interest expense

The following table presents the components of non-interest expense for the periods indicated:

  Three Months Ended        
(Dollars in thousands) September 30,
2026
  June 30,
2026
  $ Change   % Change
Salaries and employee benefits $ 13,619   $ 13,193   $ 426     3.2 %
Occupancy and equipment   1,221     1,172     49     4.2 %
Professional fees   1,272     1,164     108     9.3 %
Data processing and software   2,216     2,018     198     9.8 %
Advertising and promotion   934     1,317     (383 )   (29.1)%
Pennsylvania bank shares tax   233     246     (13 )   (5.3)%
Other   3,531     3,117     414     13.3 %
Total non-interest expense $ 23,026   $ 22,227   $ 799     3.6 %

Salaries and benefits increased $426 thousand primarily due to an increase in salaries and health insurance costs for bank and wealth segments. Professional fees increased $108 thousand due to legal expenses related to non-performing loans, and data processing and software expense increased $198 thousand due to an increase in customer transaction volume quarter over quarter.

Advertising and promotion costs decreased $383 thousand, reflecting a decrease in special events in the current quarter, as the prior quarter is generally seasonally higher. Other expense increased $414 thousand largely due to an increase in OREO expenses.

Income Taxes

We recorded a $778 thousand income tax provision for the quarter-ended September 30, 2026, compared to $1.7 million for the quarter-end June 30, 2026. The effective tax rate was 13.0% for the quarter-ended September 30, 2026 compared to 22.4% for the quarter-ended June 30, 2026. This decrease in effective tax rate was primarily driven by the impact of $10 million in renewable energy tax credits purchased during the quarter, which reduced the third quarter income tax expense by approximately $600 thousand.

Balance Sheet – September 30, 2026 Compared to June 30, 2026

Total assets decreased $21.6 million, or 0.8%, to $2.6 billion as of September 30, 2026 from $2.6 billion as of June 30, 2026.

Total portfolio loans decreased $13.7 million, or 0.6% quarter-over-quarter. While there was growth of $27.1 million in construction and land development loans and $4.3 million in home equity lines and loans, these increases were offset by declines of $13.9 million in commercial mortgage loans, $10.7 million in small business loans, $9.7 million in commercial, industrial & other finance receivables, and $6.5 million in lease balances.

Total deposits decreased $27.6 million, or 1.3% quarter-over-quarter, led by an decrease of $34.6 million in interest-bearing deposits. Money market accounts and savings accounts decreased a combined $96.0 million, with $52 million of collateralized deposits being migrated from money market accounts to certificates of deposit products for customer efficiency. Non-interest bearing accounts increased $7.1 million or 2.9%, while interest bearing demand deposits increased $9.0 million, and borrowings increased $7.2 million, or 6.7% quarter-over-quarter.

Total stockholders’ equity decreased by $1.2 million from June 30, 2026, to $203.6 million as of September 30, 2026. Changes to equity for the quarter included net income of $5.2 million, partially offset by dividends paid of $1.7 million, and a decrease of $5.0 million in other comprehensive income. The tangible common equity ratio (TCE) increased to 7.80% and the Community Bank Leverage Ratio for the Bank increased 21 basis points to 9.93% as of September 30, 2026.

Asset Quality Summary

Non-performing loans decreased $3.8 million, or 4.6%, to $78.3 million as of September 30, 2026 compared to $82.1 million at June 30, 2026, with the major drivers of this decline from land development loans ($1.8 million), SBA loans ($1.0 million), and commercial mortgage loans ($807 thousand). The decrease in land development loans was the result of a $1.8 million loan being reclassified to loans held for sale as of September 30, 2026 due to pending note sale, while the decrease in commercial mortgage non-performing loans was the result of the reclassification of a loan relationship out of non-performing as these loans were in the process of collection as of September 30, 2026. The decline in non-performing SBA loans was partly due to an increase in charge-offs during the third quarter, combined with a lower level of SBA loans added to non-performing loan category in the third quarter, compared to the second quarter. SBA loans make up $23.6 million of total non-performing loans, with $13.6 million, or 57.6%, guaranteed by the SBA. The SBA portfolio was subject to the Fed’s rapid rate increase with 48.1%, of total non-performing SBA loans having been originated in 2020-2021 when rates were over 500 basis points lower.

The ratio of non-performing loans to total loans as of September 30, 2026 was 3.55%, down from 3.68% as of June 30, 2026, due to the decrease in non-performing loans detailed above. The ratio of non-performing loans to total loans, excluding the guaranteed portion of the SBA portfolio (a non-GAAP measure) was 2.93% as of September 30, 2026. As of September 30, 2026 there were specific reserves of $3.0 million against individually evaluated loans, a decrease of $237 thousand from June 30, 2026. Non-performing loans decreased $3.8 million from June 30, 2026 to September 30, 2026 and another $2.7 million settled subsequent to September 30, 2026, a combined reduction of $6.5 million or 8%.

Net charge-offs decreased to $1.9 million, or 0.09% of total average loans for the third quarter, compared to net charge-offs of $2.6 million, or 0.12%, for the second quarter. Third quarter charge-offs were driven by $934 thousand in SBA loans, $1.2 million in finance receivables, $413 thousand of small ticket equipment leases, and $125 thousand in commercial loans. Partially offsetting third quarter charge-offs were recoveries of $739 thousand mainly between SBA loans, finance receivables, and leases.

The ratio of allowance for credit losses to total loans held for investment was 0.96% as of September 30, 2026, compared to 0.99% reported as of June 30, 2026. The decline in this coverage ratio was due to a large percentage of charge-offs for the quarter ended September 30, 2026 being against loans that were specifically reserved for in prior quarters.

About Meridian Corporation

Meridian Bank, the wholly owned subsidiary of Meridian Corporation, is an innovative community bank serving Pennsylvania, New Jersey, Delaware, Maryland, and Florida. Through its 17 offices, including banking branches and mortgage locations, Meridian offers a full suite of financial products and services. Meridian specializes in business and industrial lending, retail and commercial real estate lending, electronic payments, and wealth management solutions through Meridian Wealth Partners. Meridian also offers a broad menu of high-yield depository products supported by robust online and mobile access. For additional information, visit our website at www.meridianbanker.com. Member FDIC.

“Safe Harbor” Statement

In addition to historical information, this press release may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements with respect to Meridian Corporation’s strategies, goals, beliefs, expectations, estimates, intentions, capital raising efforts, financial condition and results of operations, future performance and business. Statements preceded by, followed by, or that include the words “may,” “could,” “should,” “pro forma,” “looking forward,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” or similar expressions generally indicate a forward-looking statement. These forward-looking statements involve risks and uncertainties that are subject to change based on various important factors (some of which, in whole or in part, are beyond Meridian Corporation’s control). Numerous competitive, economic, regulatory, legal and technological factors, risks and uncertainties that could cause actual results to differ materially include, without limitation, credit losses and the credit risk of our commercial and consumer loan products; changes in the level of charge-offs and changes in estimates of the adequacy of the allowance for credit losses, or ACL, including the timing of third-party appraisals and loan valuations from lead financial institutions in which we are a loan participant; cyber-security concerns; rapid technological developments and changes, including the development and use of artificial intelligence in business processes, services, and products; increased competitive pressures; changes in spreads on interest-earning assets and interest-bearing liabilities; changes in general economic conditions and conditions within the securities markets; escalating tariff and other trade policies and the resulting impacts on market volatility and global trade; the impact of uncertain or changing political conditions or any current or future federal government shutdown and uncertainty regarding the federal government’s debt limit; geopolitical conditions, including acts or threats of terrorism, actions taken by the United States or other governments in response to acts or threats of terrorism and military conflicts, including the ongoing conflict in the Middle East, which could impact economic conditions in the United States; unanticipated changes in our liquidity position; unanticipated changes in regulatory and governmental policies impacting interest rates and financial markets; legislation affecting the financial services industry as a whole, and Meridian Corporation, in particular; changes in accounting policies, practices or guidance; developments affecting the industry and the soundness of financial institutions and further disruption to the economy and U.S. banking system; among others, could cause Meridian Corporation’s financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements. Meridian Corporation cautions that the foregoing factors are not exclusive, and neither such factors nor any such forward-looking statement takes into account the impact of any future events. All forward-looking statements and information set forth herein are based on management’s current beliefs and assumptions as of the date hereof and speak only as of the date they are made. For a more complete discussion of the assumptions, risks and uncertainties related to our business, you are encouraged to review Meridian Corporation’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K that update or provide information in addition to the information included in the Form 10-K and Form 10-Q filings, if any. Meridian Corporation does not undertake to update any forward-looking statement whether written or oral, that may be made from time to time by Meridian Corporation or by or on behalf of Meridian Bank.

   
MERIDIAN CORPORATION AND SUBSIDIARIES
FINANCIAL RATIOS (Unaudited)
(Dollar amounts and shares in thousands, except per share amounts)
   
  Three Months Ended
  September 30,
2026
  June 30,
2026
  March 31,
2026
  December 31,
2025
  September 30,
2025
Earnings and Per Share Data:                  
Net income $ 5,207     $ 5,807     $ 2,006     $ 7,186     $ 6,659  
Basic earnings per common share $ 0.44     $ 0.49     $ 0.17     $ 0.62     $ 0.59  
Diluted earnings per common share $ 0.43     $ 0.48     $ 0.17     $ 0.61     $ 0.58  
Common shares outstanding   11,937       11,924       11,879       11,826       11,517  
                   
Performance Ratios:                  
Return on average assets(2)   0.80 %     0.90 %     0.32 %     1.10 %     1.04 %
Return on average equity(2)   9.97       11.42       4.02       14.79       14.42  
Net interest margin (tax-equivalent)(2)   3.77       3.69       3.82       3.77       3.77  
Yield on earning assets (tax-equivalent)(2)   6.67       6.59       6.69       6.82       7.01  
Cost of funds(2)   3.08       3.08       3.04       3.23       3.42  
Efficiency ratio   76.39 %     68.03 %     66.66 %     63.25 %     65.15 %
                   
Asset Quality Ratios:                  
Net charge-offs (recoveries) to average loans   0.09 %     0.12 %     0.35 %     0.16 %     0.09 %
Non-performing loans to total loans   3.55       3.68       2.64       2.50       2.53  
Non-performing assets to total assets   3.23       3.40       2.51       2.38       2.32  
Allowance for credit losses to:                  
Total loans and other finance receivables   0.96       0.99       0.97       0.99       1.01  
Total loans and other finance receivables (excluding loans at fair value)(1)   0.96       0.99       0.98       1.00       1.01  
Non-performing loans   26.42 %     26.15 %     36.23 %     39.18 %     39.37 %
                   
Capital Ratios:                  
Book value per common share $ 17.06     $ 17.18     $ 16.86     $ 16.89     $ 16.33  
Tangible book value per common share $ 16.78     $ 16.89     $ 16.57     $ 16.59     $ 16.02  
Total equity/Total assets   7.92 %     7.90 %     7.77 %     7.80 %     7.40 %
Tangible common equity/Tangible assets – Corporation(1)   7.80       7.78       7.65       7.67       7.27  
Tangible common equity/Tangible assets – Bank(1)   9.64       9.51       9.38       9.41       9.16  
Tier 1 leverage ratio – Bank   9.93       9.72       9.58       9.50       9.41  
Common tier 1 risk-based capital ratio – Bank   10.87       10.65       10.52       10.66       10.52  
Tier 1 risk-based capital ratio – Bank   10.87       10.65       10.52       10.66       10.52  
Total risk-based capital ratio – Bank   11.83 %     11.64 %     11.51 %     11.65 %     11.54 %
(1) See Non-GAAP reconciliation in the Appendix                
(2) Annualized                  

       
MERIDIAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Dollar amounts and shares in thousands, except per share amounts)
       
  Three Months Ended   NineMonths Ended
  September 30,
2026
  June 30,
2026
  September 30,
2025
  September 30,
2026
  September 30,
2025
Interest income:                  
Loans and other finance receivables, including fees $ 38,898     $ 38,318   $ 40,477   $ 115,360     $ 115,723
Securities – taxable   1,956       1,830     1,895     5,633       5,380
Securities – tax-exempt   320       321     325     964       933
Cash and cash equivalents   279       311     412     988       1,452
Total interest income   41,453       40,780     43,109     122,945       123,488
Interest expense:                  
Deposits   16,087       15,749     17,418     47,059       51,587
Borrowings and subordinated debentures   1,930       2,240     2,575     6,457       7,850
Total interest expense   18,017       17,989     19,993     53,516       59,437
Net interest income   23,436       22,791     23,116     69,429       64,051
Provision for credit losses   1,130       2,968     2,850     11,591       11,865
Net interest income after provision for credit losses   22,306       19,823     20,266     57,838       52,186
Non-interest income:                  
Mortgage banking income(1)   4,937       6,229     5,802     15,281       15,314
Wealth management income   1,877       1,706     1,610     5,312       4,637
SBA loan income   (312 )     615     1,431     453       4,167
Earnings on investment in life insurance   292       245     246     809       708
Net gain (loss) on sale of MSRs   —       —     —     (159 )     415
Net change in the fair value of loans held-for-investment   (955 )     65     213     (929 )     573
Other   866       1,023     651     2,858       2,751
Total non-interest income   6,705       9,883     9,953     23,625       28,565
Non-interest expense:                  
Salaries and employee benefits   13,619       13,193     13,613     39,198       38,177
Occupancy and equipment   1,221       1,172     991     3,576       3,366
Professional fees   1,272       1,164     1,092     3,410       3,019
Data processing and software   2,216       2,018     1,865     6,207       5,050
Advertising and promotion   934       1,317     877     2,943       2,933
Pennsylvania bank shares tax   233       246     254     737       792
Other   3,531       3,117     2,854     9,340       8,309
Total non-interest expense   23,026       22,227     21,546     65,411       61,646
Income before income taxes   5,985       7,479     8,673     16,052       19,105
Income tax expense   778       1,672     2,014     3,032       4,455
Net income $ 5,207     $ 5,807   $ 6,659   $ 13,020     $ 14,650
                   
Basic earnings per common share $ 0.44     $ 0.49   $ 0.59   $ 1.10     $ 1.30
Diluted earnings per common share $ 0.43     $ 0.48   $ 0.58   $ 1.07     $ 1.28
                   
Basic weighted average shares outstanding   11,900       11,859     11,325     11,857       11,252
Diluted weighted average shares outstanding   12,222       12,174     11,540     12,183       11,458
(1) Includes FV change on mortgages HFS and related hedging derivatives

                   
MERIDIAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION (Unaudited)
(Dollar amounts and shares in thousands, except per share amounts)
                   
  September 30,
2026
  June 30,
2026
  March 31,
2026
  December 31,
2025
  September 30,
2025
Assets:                  
Cash and due from banks $ 11,868     $ 11,209     $ 12,458     $ 10,358     $ 12,605  
Interest-bearing deposits at other banks   16,709       24,998       15,811       25,420       27,384  
Cash and cash equivalents   28,577       36,207       28,269       35,778       39,989  
Securities available-for-sale, at fair value   203,602       200,552       196,012       193,457       194,268  
Securities held-to-maturity, at amortized cost   32,395       32,445       32,494       32,544       32,593  
Equity investments   2,061       2,146       2,137       2,166       2,150  
Commercial loans held for sale   1,791       —       —       —       —  
Mortgage loans held for sale   42,076       54,898       38,960       33,762       28,016  
Loans and other finance receivables, net of fees and costs   2,163,832       2,177,978       2,181,575       2,170,600       2,162,845  
Allowance for credit losses   (20,690 )     (21,463 )     (21,252 )     (21,573 )     (21,794 )
Loans and other finance receivables, net of the allowance for credit losses   2,143,142       2,156,515       2,160,323       2,149,027       2,141,051  
Restricted investment in bank stock   7,129       7,484       7,699       7,811       8,350  
Bank premises and equipment, net   12,261       12,437       12,298       12,402       12,413  
Bank owned life insurance   31,497       31,205       30,959       30,687       30,421  
Accrued interest receivable   11,836       10,680       11,015       10,724       10,944  
OREO and other repossessed assets   4,853       6,081       6,009       5,997       3,714  
Deferred income taxes   6,103       4,535       4,548       4,215       4,989  
Servicing assets   3,307       3,642       3,694       3,932       3,845  
Goodwill   899       899       899       899       899  
Intangible assets   2,410       2,461       2,512       2,563       2,614  
Other assets   37,606       30,989       38,753       36,031       24,874  
Total assets $ 2,571,545     $ 2,593,176     $ 2,576,581     $ 2,561,995     $ 2,541,130  
                   
Liabilities:                  
Deposits:                  
Non-interest bearing $ 253,433     $ 246,357     $ 243,458     $ 245,377     $ 239,614  
Interest bearing:                  
Interest checking   160,206       151,235       157,151       157,360       151,973  
Money market and savings deposits   937,082       1,033,043       1,013,533       1,023,290       996,126  
Time deposits   816,161       763,803       755,818       732,101       743,403  
Total interest-bearing deposits   1,913,449       1,948,081       1,926,502       1,912,751       1,891,502  
Total deposits   2,166,882       2,194,438       2,169,960       2,158,128       2,131,116  
Borrowings   115,219       108,032       120,838       117,338       137,265  
Subordinated debentures   49,736       49,705       49,675       49,853       49,822  
Accrued interest payable   4,666       5,587       6,620       6,531       7,095  
Other liabilities   31,414       30,604       29,263       30,429       27,803  
Total liabilities   2,367,917       2,388,366       2,376,356       2,362,279       2,353,101  
                   
Stockholders’ equity:                  
Common stock   13,940       13,927       13,882       13,830       13,521  
Surplus   91,397       91,137       90,885       90,352       85,122  
Treasury stock   (26,079 )     (26,079 )     (26,079 )     (26,079 )     (26,079 )
Unearned common stock held by ESOP   (1,232 )     (1,232 )     (1,232 )     (1,232 )     (1,006 )
Retained earnings   136,149       132,614       128,472       128,124       122,376  
Accumulated other comprehensive loss   (10,547 )     (5,557 )     (5,703 )     (5,279 )     (5,905 )
Total stockholders’ equity   203,628       204,810       200,225       199,716       188,029  
Total liabilities and stockholders’ equity $ 2,571,545     $ 2,593,176     $ 2,576,581     $ 2,561,995     $ 2,541,130  

   
MERIDIAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND SEGMENT INFORMATION (Unaudited)
(Dollar amounts and shares in thousands, except per share amounts)
   
  Three Months Ended
  September 30,
2026
  June 30,
2026
  March 31,
2026
  December 31,
2025
  September 30,
2025
Interest income $ 41,453   $ 40,780   $ 40,712   $ 42,826   $ 43,109
Interest expense   18,017     17,989     17,510     19,199     19,993
Net interest income   23,436     22,791     23,202     23,627     23,116
Provision for credit losses   1,130     2,968     7,493     3,287     2,850
Non-interest income   6,705     9,883     7,037     10,615     9,953
Non-interest expense   23,026     22,227     20,158     21,658     21,546
Income before income tax expense   5,985     7,479     2,588     9,297     8,673
Income tax expense   778     1,672     582     2,111     2,014
Net Income $ 5,207   $ 5,807   $ 2,006   $ 7,186   $ 6,659
                   
Basic weighted average shares outstanding   11,900     11,859     11,811     11,543     11,325
Basic earnings per common share $ 0.44   $ 0.49   $ 0.17   $ 0.62   $ 0.59
                   
Diluted weighted average shares outstanding   12,222     12,174     12,153     11,771     11,540
Diluted earnings per common share $ 0.43   $ 0.48   $ 0.17   $ 0.61   $ 0.58
                             

  Segment Information
  ThreeMonths EndedSeptember 30, 2026   ThreeMonths EndedSeptember 30, 2025
(dollars in thousands) Bank   Wealth   Mortgage   Total   Bank   Wealth   Mortgage   Total
Net interest income $ 23,239     $ 59     $ 138     $ 23,436     $ 22,972     $ 43     $ 101     $ 23,116  
Provision for credit losses   1,130       —       —       1,130       2,850       —       —       2,850  
Net interest income after provision   22,109       59       138       22,306       20,122       43       101       20,266  
Non-interest income   855       1,877       3,973       6,705       2,363       1,610       5,980       9,953  
Non-interest expense   16,029       1,247       5,750       23,026       14,831       1,141       5,574       21,546  
Income before income taxes $ 6,935     $ 689     $ (1,639 )   $ 5,985     $ 7,654     $ 512     $ 507     $ 8,673  
Efficiency ratio   67 %     64 %     140 %     76 %     59 %     69 %     92 %     65 %
                               
  NineMonths EndedSeptember 30, 2026   NineMonths EndedSeptember 30, 2025
(dollars in thousands) Bank   Wealth   Mortgage   Total   Bank   Wealth   Mortgage   Total
Net interest income $ 68,910     $ 177     $ 342     $ 69,429     $ 63,701     $ 116     $ 234     $ 64,051  
Provision for credit losses   11,591       —       —       11,591       11,865       —       —       11,865  
Net interest income after provision   57,319       177       342       57,838       51,836       116       234       52,186  
Non-interest income   4,098       5,313       14,214       23,625       7,304       4,638       16,623       28,565  
Non-interest expense   45,042       3,415       16,954       65,411       42,639       2,908       16,099       61,646  
Income before income taxes $ 16,375     $ 2,075     $ (2,398 )   $ 16,052     $ 16,501     $ 1,846     $ 758     $ 19,105  
Efficiency ratio   62 %     62 %     116 %     70 %     60 %     61 %     96 %     67 %
                               

MERIDIAN CORPORATION AND SUBSIDIARIES
APPENDIX: NON-GAAP MEASURES (Unaudited)
(Dollar amounts and shares in thousands, except per share amounts)

Meridian believes that non-GAAP measures are meaningful because they reflect adjustments commonly made by management, investors, regulators and analysts. The non-GAAP disclosure have limitations as an analytical tool, should not be viewed as a substitute for performance and financial condition measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of Meridian’s results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.

  Pre-Provision Net Revenue Reconciliation
  Three Months Ended   NineMonths Ended
(Dollars in thousands, except per share data, Unaudited) September 30,
2026
  June 30,
2026
  September 30,
2025
  September 30,
2026
  September 30,
2025
Income before income tax expense $ 5,985   $ 7,479   $ 8,673   $ 16,053   $ 19,105
Provision for credit losses   1,130     2,968     2,850     11,591     11,865
Pre-provision net revenue $ 7,115   $ 10,447   $ 11,523   $ 27,644   $ 30,970

  Pre-Provision Net Revenue Reconciliation
  Three Months Ended   NineMonths Ended
(Dollars in thousands, except per share data, Unaudited) September 30,
2026
  June 30,
2026
  September 30,
2025
  September 30,
2026
  September 30,
2025
Bank $ 8,065     $ 9,387   $ 10,504   $ 27,966     $ 28,366
Wealth   689       574     512     2,075       1,846
Mortgage   (1,639 )     486     507     (2,398 )     758
Pre-provision net revenue $ 7,115     $ 10,447   $ 11,523   $ 27,643     $ 30,970

  Allowance For Credit Losses (ACL) to Loans and Other Finance Receivables, Excluding Loans at Fair Value
  September 30,
2026
  June 30,
2026
  March 31,
2026
  December 31,
2025
  September 30,
2025
Allowance for credit losses (GAAP) $ 20,690     $ 21,463     $ 21,252     $ 21,573     $ 21,794  
                   
Loans and other finance receivables (GAAP)   2,163,832       2,177,978       2,181,575       2,170,600       2,162,845  
Less: Loans at fair value   (13,330 )     (13,619 )     (14,090 )     (14,396 )     (14,454 )
Loans and other finance receivables, excluding loans at fair value (non-GAAP) $ 2,150,502     $ 2,164,359     $ 2,167,485     $ 2,156,204     $ 2,148,391  
                   
ACL to loans and other finance receivables (GAAP)   0.96 %     0.99 %     0.97 %     0.99 %     1.01 %
ACL to loans and other finance receivables, excluding loans at fair value (non-GAAP)   0.96 %     0.99 %     0.98 %     1.00 %     1.01 %

  Non-performing Loans, Excluding the Guaranteed Portion of SBA Loans
  September 30,
2026
  June 30,
2026
  March 31,
2026
  December 31,
2025
  September 30,
2025
Non-performing loans (GAAP) $ 78,314     $ 82,073     $ 58,659     $ 55,060     $ 55,357  
Less: Guaranteed portion of SBA loans classified as non-performing   (13,573 )     (12,906 )     (12,906 )     (13,177 )     (11,811 )
Non-performing loans, excluding guaranteed portion of SBA loans (non-GAAP) $ 64,741       69,167       45,753     $ 41,883       43,546  
                   
Total loans and leases (1) $ 2,205,908       2,232,876       2,220,535     $ 2,204,362       2,190,861  
                   
Non-performing loans to total loans and leases (GAAP)   3.55 %     3.68 %     2.64 %     2.50 %     2.53 %
Non-performing loans (excluding guaranteed portion of SBA loans) to total loans and leases (non-GAAP)   2.93 %     3.10 %     2.06 %     1.90 %     1.99 %

  Tangible Common Equity Ratio Reconciliation – Corporation
  September 30,
2026
  June 30,
2026
  March 31,
2026
  December 31,
2025
  September 30,
2025
Total stockholders’ equity (GAAP) $ 203,628     $ 204,810     $ 200,225     $ 199,716     $ 188,029  
Less: Goodwill and intangible assets   (3,309 )     (3,360 )     (3,411 )     (3,462 )     (3,513 )
Tangible common equity (non-GAAP)   200,319       201,450       196,814       196,254       184,516  
                   
Total assets (GAAP)   2,571,545       2,593,176       2,576,581       2,561,995       2,541,130  
Less: Goodwill and intangible assets   (3,309 )     (3,360 )     (3,411 )     (3,462 )     (3,513 )
Tangible assets (non-GAAP) $ 2,568,236     $ 2,589,816     $ 2,573,170     $ 2,558,533     $ 2,537,617  
Tangible common equity to tangible assets ratio – Corporation (non-GAAP)   7.80 %     7.78 %     7.65 %     7.67 %     7.27 %

  Tangible Common Equity Ratio Reconciliation – Bank
  September 30,
2026
  June 30,
2026
  March 31,
2026
  December 31,
2025
  September 30,
2025
Total stockholders’ equity (GAAP) $ 250,415     $ 249,468     $ 244,621     $ 244,064     $ 236,038  
Less: Goodwill and intangible assets   (3,309 )     (3,360 )     (3,411 )     (3,462 )     (3,513 )
Tangible common equity (non-GAAP)   247,106       246,108       241,210       240,602       232,525  
                   
Total assets (GAAP)   2,567,645       2,591,551       2,575,135       2,560,485       2,541,395  
Less: Goodwill and intangible assets   (3,309 )     (3,360 )     (3,411 )     (3,462 )     (3,513 )
Tangible assets (non-GAAP) $ 2,564,336     $ 2,588,191     $ 2,571,724     $ 2,557,023     $ 2,537,882  
Tangible common equity to tangible assets ratio – Bank (non-GAAP)   9.64 %     9.51 %     9.38 %     9.41 %     9.16 %
                   
  Tangible Book Value Reconciliation
  September 30,
2026
  June 30,
2026
  March 31,
2026
  December 31,
2025
  September 30,
2025
Book value per common share $ 17.06     $ 17.18     $ 16.86     $ 16.89     $ 16.33  
Less: Impact of goodwill /intangible assets   0.28       0.29       0.29       0.30       0.31  
Tangible book value per common share $ 16.78     $ 16.89     $ 16.57     $ 16.59     $ 16.02  

LAS VEGAS, Oct. 30, 2026 (GLOBE NEWSWIRE) — SPYR, Inc. (OTC: SPYR) (“SPYR” or the “Company”) today announced that it has engaged FM Financial Services LLC, a PCAOB-registered independent accounting firm based in Sugar Land, Texas, to audit the financial statements of the Company and of Ledjr AI (“Ledjr”). The engagement follows the Company’s October 23, 2026 announcement that it had completed its change of control with Ledjr and identified the audit as its first priority.

Scope of the Engagement

FM Financial Services will audit the full-year financial statements of both SPYR and Ledjr for 2024 and 2025, providing the two years of PCAOB audited financial statements required for an SEC registration statement. The firm will also review each company’s unaudited financial statements for the first, second and third quarters of 2026, so that the financial statements are current when the registration statement is filed. Because Ledjr is the operating business, its financial statements will form the historical financial statements of the combined company.

Registration Statement

The audited and reviewed financial statements will be included in the registration statement the Company plans to file with the SEC. Filing the registration statement is the first step toward SEC reporting status and an eventual application to list on a national securities exchange. The Company will continue to report progress as each step is completed.

Name and Symbol Change and Quotation

The Company is in the process of engaging a FINRA member broker-dealer to file a Form 211 under Rule 15c2-11 of the Securities Exchange Act of 1934, and to complete its name and symbol change with FINRA. The Company intends to change its name to Ledjr AI, Inc., and its proposed trading symbol is “LDJR,” subject to FINRA approval.

Funding Facility

The Company has a funding facility in place of up to $1,000,000 to provide growth capital to expand its operations.

“We said the audit was the gate to everything that follows, and today we’ve started it,” said Tariq Siddiqi, Chief Executive Officer of SPYR and Ledjr AI. “Having both SPYR and Ledjr audited under PCAOB standards gives our shareholders and our finance customers the same thing: numbers they can rely on.”

About Ledjr AI

Ledjr AI is building the AI infrastructure layer for the enterprise accounting market. For more information, visit www.ledjr.ai.

About SPYR, Inc.

SPYR, Inc. is a Nevada corporation quoted on OTC Markets under the symbol “SPYR.”

Investor Contact

info@spyrcorp.co | +1 480-788-7420

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding the audit and review of the Company’s and Ledjr’s financial statements, the filing of a registration statement, the filing of a Form 211, the Company’s name and symbol change, the funding facility, potential exchange listing, and Ledjr’s business. Forward-looking statements can be identified by words such as “will,” “intends,” “anticipates,” “plans,” “expects” and similar expressions.

These statements are based on current expectations and are subject to significant risks and uncertainties, including: that the audits and reviews may not be completed within the contemplated time frame or at all; that the registration statement may not be filed or declared effective; that the Form 211 or the name and symbol change may not be approved or may be delayed; that funds under the funding facility may not be available when needed or in the amounts anticipated; that Ledjr’s platform may not achieve the customer adoption, market acceptance or growth its management anticipates; that additional funding may not be available on acceptable terms or at all; that securities remain subject to applicable former-shell-company resale restrictions under Rule 144(i); that exchange listing standards may not be met; and that legacy indebtedness and future financing may substantially dilute common stockholders. The super-voting preferred stock concentrates voting control in Ledjr even if Ledjr’s common equity ownership is diluted.

The safe harbor for forward-looking statements provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 is not available to the Company. The Company undertakes no obligation to update any forward-looking statement except as required by law.

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security.

Source: SPYR, Inc.

  • New fixed, single-room configuration is designed to make DeepOCT+NIRS Imaging and X1-FFR physiology readily available for efficient cath lab workflows 
  • At TCT 2026, Philips will showcase its broader full picture portfolio, bringing together imaging, physiology and procedural guidance

Amsterdam, the Netherlands – Royal Philips (NYSE: PHG, AEX: PHIA), a global leader in health technology, today announced U.S. commercial availability of the HyperVue Integrated System1, a new single room-based configuration of its HyperVue Imaging System for DeepOCT+NIRS imaging and X1-FFR physiology assessment. It is designed to keep advanced coronary imaging and physiology tools connected and readily available in the interventional suite. The system will be showcased at TCT 2026 in San Diego, California, October 31–November 3, alongside Philips’ broader portfolio of imaging, physiology and procedural guidance solutions for precision PCI.

“Every procedure is an opportunity to help a patient return to a fuller life, and physicians need technology that supports confident clinical decisions without adding unnecessary complexity or time,” said Stacy Beske, Business Leader, Image Guided Therapy Devices at Philips. “For advanced intravascular imaging to become part of everyday practice, it has to fit naturally into the high-volume workflow of the interventional suite. Part of what Philips will showcase at TCT is how this approach extends across our portfolio, bringing imaging, physiology and procedural guidance closer together so physicians can access the information they need throughout the PCI procedure.”

Bringing physiology and intravascular imaging together
HyperVue with X1-FFR1 brings together angiography derived, drug-free coronary physiology with DeepOCT+NIRS intravascular imaging on a single platform.  X1-FFR is an FDA cleared, AI powered, angiography derived platform designed to simplify and speed up FFR results at the patient’s bedside.2 X1-FFR is the only FDA cleared angiogram-derived FFR solution to use a single angiographic view, rather than two or three, to provide an FFR value.2 At TCT Philips will showcase both X1-FFR and HyperVue’s DeepOCT+NIRS imaging.

An integrated system designed around interventional suite workflow
As coronary interventions become more complex, physicians need timely, meaningful information to assess disease, plan treatment and confirm results without adding unnecessary complexity for the clinical team. Unlike the mobile configuration of the HyperVue Imaging System that must be brought into the procedure room, powered and connected for each case, HyperVue Integrated is permanently installed in a dedicated interventional suite, keeping this imaging capability readily available when clinicians need it.

“In a high-volume cath lab, imaging technology needs to be readily available, simple to operate and easy to use at the point of care,” said Richard Shlofmitz, MD, Chief of Cardiology, St. Francis Hospital & Heart Center, Catholic Health. “We were encouraged by the HyperVue technology and look forward to continuing our collaboration with Philips to explore how a more integrated workflow can support efficient, patient-focused care.”

By eliminating the need to move, connect and prepare a mobile system for each procedure, HyperVue Integrated is designed to reduce setup steps and make advanced imaging and physiology more accessible in the everyday cathlab workflow.

HyperVue Integrated provides continuous connectivity in the cath lab for both HyperVue’s DeepOCT+NIRS Imaging and X1-FFR, Philips’ angiography-based coronary physiology solution. A table-mounted touchscreen enables bedside system control within the sterile field. The new configuration also introduces updates to the controller to further simplify the setup and user experience. 

A broader Philips portfolio for precision PCI
HyperVue Integrated expands Philips’ coronary guidance portfolio alongside its IVUS and physiology solutions. The portfolio gives clinicians options to assess coronary disease, plan and guide treatment, and confirm procedural results using the imaging and physiology tools most appropriate for the patient and lesion.

At TCT, Philips will also showcase HyperVue Integrated alongside IntraSight Plus, its U.S.-available interventional guidance platform. IntraSight Plus brings IVUS, iFR/FFR physiology, co-registration, tri-registration and real-time device visualization together in a single platform, supporting assessment, treatment planning, device guidance and result verification in PCI. By bringing key diagnostic and treatment-planning tools together at the bedside, IntraSight Plus is designed to simplify the workflow of complex coronary interventions.

Experience Philips at TCT 2026
Attendees can experience HyperVue Integrated, IntraSight Plus and Philips’ wider image-guided therapy portfolio at the Philips Hub at TCT 2026.

For further information, please contact:

Joost Mi-Maltha
Philips Global External Relations
Tel.: +31 6 1055816
E-mail: joost.maltha@philips.com

About Royal Philips 

Royal Philips (NYSE: PHG, AEX: PHIA) is a leading health technology company focused on improving people’s health and well-being through meaningful innovation. Philips’ patient- and people-centric innovation leverages advanced technology and deep clinical and consumer insights to deliver personal health solutions for consumers and professional health solutions for healthcare providers and their patients in the hospital and the home.

Headquartered in the Netherlands, the company is a leader in image-guided therapy, diagnostic imaging, ultrasound, monitoring, enterprise informatics and personal health. Philips generated 2025 sales of approximately EUR 18 billion and employs approximately 63,700 employees with sales and services in more than 100 countries. News about Philips can be found at www.philips.com/newscenter.

  1. HyperVue Integrated System, HyperVue with X1-FFR, HyperVue mobile and HyperVue integrated refer to different form factors of the FDA cleared HyperVue Imaging System – Integrated product, 510(k) K253101
  2. Shlofmitz E, Shin D, Alasnag M, Angiography-Derived Physiology for Coronary Artery Disease Assessment: Expert Opinion From a SCAI Roundtable, Journal of the Society for Cardiovascular Angiography & Interventions, 2026; 5. URL: https://www.jscai.org/article/S2772-9303(25)01602-3/fulltext

Attachments

KING CITY, Ontario, Oct. 30, 2026 (GLOBE NEWSWIRE) —

Consolidated Financial Highlights (unaudited)

(in thousands of dollars except per share amounts) Three months ended Nine months ended
September 30,
2026
September 30,
2025
September 30,
2026
September 30,
2025
Net earnings 27,710 16,929 53,312 39,492
Basic and diluted earnings per share 1.15 0.70 2.21 1.62


Operating Data

  Three months ended Nine months ended
  September 30,
2026
September 30,
2025
September 30,
2026
September 30,
2025
Canadian Full Privilege Golf Members     15,158 15,397
Championship rounds – Canada 604,000 626,000 973,000 1,031,000
18-hole equivalent championship golf courses – Canada     36.0 37.0
18-hole equivalent managed championship golf courses – Canada     3.5 3.5
Championship rounds – U.S. 32,000 34,000 160,000 164,000
18-hole equivalent championship golf courses – U.S.     6.5 6.5

The following is an analysis of net earnings:

    For the three months ended
(thousands of Canadian dollars)   September 30, 2026 September 30, 2025
Operating revenue   $ 77,910   $ 76,699  
Direct operating expenses(1)     51,069     51,980  
       
Net operating income(1)     26,841     24,719  
       
Amortization of membership fees     1,586     1,516  
       
Depreciation and amortization     (3,721 )   (3,563 )
       
Interest, net and investment income     2,694     2,371  
       
Other items     7,875     (1,816 )
       
Income taxes     (7,565 )   (6,298 )
       
Net earnings   $ 27,710   $ 16,929  
       

     
    For the nine months ended
(thousands of Canadian dollars)   September 30, 2026 September 30, 2025
Operating revenue   $ 171,022   $ 179,023  
Direct operating expenses(1)     125,367     131,937  
       
Net operating income(1)     45,655     47,086  
       
Amortization of membership fees     3,742     3,779  
       
Depreciation and amortization     (10,870 )   (10,507 )
       
Interest, net and investment income     8,072     7,360  
       
Other items     21,184     4,795  
       
Income taxes     (14,471 )   (13,021 )
       
Net earnings   $ 53,312   $ 39,492  
       

The following is a breakdown of net operating income (loss) by segment:

    For the three months ended
(thousands of Canadian dollars)   September 30, 2026 September 30, 2025
       
Net operating income (loss) by segment      
Canadian golf club operations   $ 28,098   $ 26,031  
US golf club operations      
(2026 – loss US $261,000; 2025 – loss US $142,000)     (365 )   (199 )
Corporate and other     (892 )   (1,113 )
       
       
Net operating income(1)   $ 26,841   $ 24,719  
       

     
    For the nine months ended
(thousands of Canadian dollars)   September 30, 2026 September 30, 2025
       
Net operating income (loss) by segment      
Canadian golf club operations   $ 44,133   $ 42,944  
US golf club operations      
 (2026 – US $2,560,000; 2025 – US $3,015,000)     3,513     4,295  
 Corporate and other     (1,991 )   (153 )
       
       
Net operating income (1)   $ 45,655   $ 47,086  
       

Operating revenue is calculated as follows:

    For the three months ended
(thousands of Canadian dollars)   September 30, 2026 September 30, 2025
Annual dues   $ 19,117 $ 18,666
Golf     23,671   23,537
Corporate events     5,962   5,714
Food and beverage     19,932   19,831
Merchandise     6,006   6,011
Rooms and other     3,222   2,940
       
Operating revenue   $ 77,910 $ 76,699
       

    For the nine months ended
(thousands of Canadian dollars)   September 30, 2026 September 30, 2025
Annual dues   $ 56,295 $ 55,309
Golf     44,938   45,289
Corporate events     9,829   9,138
Food and beverage     34,995   33,919
Merchandise     12,147   12,301
Real estate     8,153   18,721
Rooms and other     4,665   4,346
       
Operating revenue   $ 171,022 $ 179,023
       

Direct operating expenses are calculated as follows:

    For the three months ended
(thousands of Canadian dollars)   September 30, 2026 September 30, 2025
       
Operating cost of sales   $ 10,240 $ 10,314
       
Real estate cost of sales     –   280
       
Labour and employee benefits     27,815   27,580
       
Utilities     2,489   2,809
       
Selling, general and administrative expenses   1,424   1,568
       
Property taxes     611   590
       
Repairs and maintenance     1,494   1,013
       
Insurance     1,108   1,528
       
Turf operating expenses     1,399   1,886
       
Fuel and oil     763   501
       
Other operating expenses     3,726   3,911
       
Direct Operating Expenses(1)   $ 51,069 $ 51,980
       

    For the nine months ended
(thousands of Canadian dollars)   September 30, 2026 September 30, 2025
       
Operating cost of sales   $ 19,111 $ 19,022
       
Real estate cost of sales     7,242   16,608
       
Labour and employee benefits     61,727   60,639
       
Utilities     6,157   6,448
       
Selling, general and administrative expenses   5,048   4,310
       
Property taxes     3,045   2,962
       
Repairs and maintenance     2,937   2,901
       
Insurance     4,740   4,148
       
Turf operating expenses     4,376   4,451
       
Fuel and oil     1,399   1,037
       
Other operating expenses     9,585   9,411
       
Direct Operating Expenses (1)   $ 125,367 $ 131,937
       

(1) Please see Non-IFRS Measures

Third Quarter 2026 Consolidated Operating Highlights

The sale of Kanata Golf Club for the 2026 operating season impacted both operating revenue and expenses for the Canadian golf club operations. A wet summer also contributed to a decline in golf rounds. The demand for golf remains robust and as a result, ClubLink was able to pass through inflationary revenue increases.

Net operating income for the Canadian golf club operations segment increased to $28,098,000 for the three month period ended September 30, 2026 from $26,031,000 in 2025 due to the robust demand for golf allowing for inflationary increases in revenue.

Interest, net and investment income increased 13.6% to income of $2,694,000 for the three month period ended September 30, 2026 from $2,371,000 in 2025.

Other items consist of the following income (loss) items:

  For the three months ended
  September 30, 2026 September 30, 2025
     
Foreign exchange gain (loss) $ 113   $ (75 )
Unrealized loss on investment in marketable securities   (7,453 )   (1,707 )
Gain on sale of property, plant and equipment   15,271     190  
Equity income (loss) from investments in joint ventures   (6 )   (7 )
Business combination transaction costs   –     (12 )
Other   (50 )   (205 )
     
Other items $ 7,875   $ (1,816 )
     

At September 30, 2026, the Company recorded an unrealized loss of $7,453,000 on its investment in marketable securities (September 30, 2025 – loss of $1,707,000). This loss is attributable to the fair market value adjustments of the Company’s investment in Automotive Properties REIT.

On July 16, 2026, ClubLink sold Kanata Golf Club to separate joint ventures and retained a 44.5% ownership in each. A $15,179,000 gain was recognized on this transaction and is included in the above amount.

Net earnings in the amount of $27,710,000 for the three month period ended September 30, 2026 increased from $16,929,000 in 2025 due to the $15,179,000 gain on the sale of Kanata Golf Club. Basic and diluted earnings per share increased to $1.15 per share for the three month period ended September 30, 2026, compared to basic and diluted earnings per share of $0.70 cents in 2025.

Non–IFRS Measures

TWC uses non-IFRS measures as a benchmark measurement of our own operating results and as a benchmark relative to our competitors. We consider these non-IFRS measures to be a meaningful supplement to net earnings. We also believe these non-IFRS measures are commonly used by securities analysts, investors and other interested parties to evaluate our financial performance. These measures, which included direct operating expenses and net operating income do not have standardized meaning under IFRS. While these non-IFRS measures have been disclosed herein to permit a more complete comparative analysis of the Company’s operating performance and debt servicing ability relative to other companies, readers are cautioned that these non-IFRS measures as reported by TWC may not be comparable in all instances to non-IFRS measures as reported by other companies.

The glossary of financial terms is as follows:

Direct operating expenses = expenses that are directly attributable to company’s business units and are used by management in the assessment of their performance. These exclude expenses which are attributable to major corporate decisions such as impairment.

Net operating income = operating revenue – direct operating expenses

Net operating income is an important metric used by management in evaluating the Company’s operating performance as it represents the revenue and expense items that can be directly attributable to the specific business unit’s ongoing operations. It is not a measure of financial performance under IFRS and should not be considered as an alternative to measures of performance under IFRS. The most directly comparable measure specified under IFRS is net earnings.

Eligible Dividend

Today, TWC Enterprises Limited announced an eligible cash dividend of 10 cents per common share to be paid on December 15, 2026 to shareholders of record as at December 1, 2026.

Corporate Profile

TWC is engaged in golf club operations under the trademark, “ClubLink One Membership More Golf.” TWC is Canada’s largest owner, operator and manager of golf clubs with 46 18-hole equivalent championship and 2.5 18-hole equivalent academy courses (including three managed properties) at 34 locations in Ontario, Quebec and Florida.

For further information please contact:

Andrew Tamlin
Chief Financial Officer
15675 Dufferin Street
King City, Ontario L7B 1K5
Tel: 905-841-5372 Fax: 905-841-8488
atamlin@clublink.ca

Management’s discussion and analysis, financial statements and other disclosure information relating to the Company is available through SEDAR and at www.sedar.com and on the Company website at www.twcenterprises.ca 

Average annual production of 100 koz of gold over a 16.2-year mine life – After-tax NPV5% of C$1,565 M and after-tax IRR of 37.3% at spot gold of US$4,300/oz – NPV5% to initial capital ratio of 3.6x.

Highlights

Robust Economics

  • After-tax NPV5% of C$1,001 M and after-tax IRR of 26.6% at a base case gold price of US$3,600/oz and an exchange rate of 1.38 C$/US$.
  • At a spot gold price of US$4,300/oz, after-tax NPV5% increases to C$1,565 M and after-tax IRR increases to 37.3%.
  • After-tax payback of 4.3 years and NPV5% to initial capital ratio of 3.6x.
  • Life-of-mine after-tax free cash flow of C$2,772 M over a 16.2-year mine life.
  • Initial CAPEX of C$275.8 M and AISC of US$2,107/oz.

Production and Operating Profile

  • Average annual gold production of 100 koz over the life of mine.
  • Total recovered gold production of 1,610 koz.
  • Metallurgical recovery of 95%, supported by the 2026 metallurgical testwork program and a conventional flowsheet with crushing, grinding, gravity concentration and cyanide leaching.
  • Processing scenario: 3,000 tpd toll milling (year 1), 3,000 tpd on-site processing (years 2-4), 4,300 tpd on-site processing following expansion (year 5+).
  • Mining scenario considers solely underground method of longitudinal longhole stoping with ramp extraction utilizing a peak mining rate of 4,300 tpd.

VAL-D’OR, Quebec, Oct. 30, 2026 (GLOBE NEWSWIRE) — Cartier Resources Inc. (″Cartier″ or the ″Company″) (TSXV: ECR; FSE: 6CA; OTCQB: ECRFF) announces that it has filed on SEDAR+ the report of updated Preliminary Economic Assessment (″PEA″) titled “NI 43-101 Technical Report – Preliminary Economic Assessment – Cadillac Project, Quebec Canada” on its 100%-owned Cadillac Project, located in Val-d’Or (Abitibi, Quebec, Canada). The updated PEA was prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (″NI 43-101″) by Evomine Consulting Inc., and replaces the PEA published on April 13, 2023, on what was then named the Chimo Mine Project. It incorporates the updated mineral resource estimate announced on December 18, 2025, the metallurgical results announced on May 14, 2026, and a materially different gold price environment. The report is available on SEDAR+ and on the Company’s Website.

Philippe Cloutier, President and CEO of Cartier, stated: “The positive results of the study demonstrate the project’s economic viability at the PEA level while highlighting several opportunities for further optimization. Importantly, the project has been designed as a fully underground mining operation, minimizing its surface footprint and supporting a responsible development approach. With low initial CAPEX requirements, we now have additional strategic solutions that offer flexibility to advance development. We remain confident in the project’s strong potential and our ability to create additional value for stakeholders,”

Ronan Déroff, Vice President Exploration of Cartier, added: “The current PEA is only the beginning. With ~35,000 metres of drilling completed in 2025–2026 yet to be incorporated, and compelling new gold discoveries emerging at the Contact and Hope Sectors, we believe Cadillac offers substantial resource-growth potential and significant exploration upside along the 15-km Cadillac Fault — all of which remains outside the current economic model.”

Financial analysis

The economic analysis was performed using a 5% discount rate, a base case gold price of US$3,600/oz and an exchange rate of 1.38 C$/US$. On a pre-tax basis, the project generates an NPV5% of C$1,679 M, an IRR of 35.5% and a payback period of 3.0 years. On an after-tax basis, the project generates an NPV5% of C$1,001 M, an IRR of 26.6% and a payback period of 4.3 years. A summary of project economics is presented in Table 1.

Table 1: Summary of project economics

Description Unit Value
Exchange rate CA$/US$ 1.38
Gold price US$/oz 3,600
Mineralized material mined kt 23,145
Mineralized material grade g/t 2.28
Mineralized material ounces koz 1,698
Recovery % 95%
Recovered gold oz 1,610
Mine life years 16.2
Discount rate % 5.0%
Operating costs    
Mining operating cost CA$/t proc. 95.1
Processing operating cost CA$/t proc. 29.8
Waste and water management operating cost CA$/t proc. 1.5
General and administration operating cost CA$/t proc. 10.1
Total operating costs CA$/t proc. 136.4
AISC    
Total operating costs US$/oz 1,429
Selling costs US$/oz 5
Royalty costs US$/oz 46
Cash costs US$/oz 1,481
Sustaining capital costs US$/oz 626
All-In Sustaining Costs US$/oz 2,107
Capital costs    
Initial capital costs CA$M 275.8
Growth capital costs CA$M 277.1
Sustaining capital costs CA$M 1,062.0
Closure capital costs CA$M 40.0
Economics    
Pre-tax Net Present Value CA$M 1,679.4
Pre-tax Internal Rate of Return % 35.5%
Pre-tax Payback Period years 3.0
After-tax Net Present Value CA$M 1,001.2
After-tax Internal Rate of Return % 26.6%
After-tax Payback Period years 4.3

Table 2, Table 3, and Table 4 highlight the after-tax impact of performing a sensitivity analysis on gold price, capital costs and operating costs.

Table 2: Gold price sensitivity

Gold Price (US$/Oz) NPV (M CA$) IRR (%) Payback Period (years)
3,000 497.2 16.4% 6.2
3,600 (base case) 1,001.2 26.6% 4.3
4,200 1,485.8 35.9% 2.8
4,800 1,961.7 44.9% 2.2
5,400 2,429.8 53.5% 1.9
6,000 2,896.0 62.0% 1.7

Table 3: Capital cost sensitivity

Capital costs NPV (M CA$) IRR (%) Payback Period (years)
-20% 1,165 35.1% 2.8
-10% 1,083 30.5% 3.4
Base Case 1,001 26.6% 4.3
+10% 918 23.4% 4.7
+20% 833 20.5% 5.1

Table 4: Operating cost sensitivity

Operating costs NPV (M CA$) IRR (%) Payback Period (years)
-20% 1,230 31.1% 3.4
-10% 1,116 28.9% 3.7
Base Case 1,001 26.6% 4.3
+10% 883 24.3% 4.5
+20% 762 21.8% 4.8

Capital and operating cost estimates

Initial capital is estimated at C$275.8 M, growth capital costs are estimated at C$277.1 M and sustaining capital at C$1,102.0 M, as detailed in Table 5. Total operating costs over the life-of-mine is estimated at C$3,148.2 M representing C$136.4/tonne processed, as detailed in Table 6.

Table 5: Capital cost summary

Cost Area Initial Capital Costs
(M CA$)
Growth Capital
Costs (M CA$)
Sustaining Capital
Costs (M CA$)
Total Capital Costs
(M CA$)
Infrastructure 40.9 – 52.5 93.4
Electrical and communication 27.9 – 8.1 36.0
Waste and water management 9.2 – 58.7 68.0
Mine – underground 91.3 – 720.2 811.5
Process plant 9.0 230.2 – 239.2
Indirect costs 29.8 9.0 84.0 122.7
Contingency 37.9 37.8 138.5 214.2
Capitalized revenue -30.2 – – -30.2
Capitalized operating costs 60.0 – – 60.0
Closure – – 40.0 40.0
Total 275.8 277.1 1,102.0 1,654.9

Table 6: Operating cost summary

Cost Area Total (M CA$) Unit cost (CA$/tonne
processed)
Unit cost (US$/oz
payable)
Underground mining 2,193.7 95.1 996.0
Mineralized material transportation 15.1 0.7 6.8
Processing 672.3 29.1 305.3
Waste and water management 34.6 1.5 15.7
General and administrative 232.5 10.1 105.6
Total 3,148.2 136.4 1,429.4

Mine design and production schedule

The PEA presents an underground mining operation that uses conventional longitudinal longhole stoping at a peak mining rate of 4,300 tpd over a 16.2-year mine life. A total of 23.1 Mt of mineralized material at an average grade of 2.3 g/t representing 1,698 koz of gold will be extracted. The mineralized material will be loaded by load-haul-dump (LHD) machines and hauled to the surface by trucks via ramps. For backfilling, a combination of pastefill, cemented rockfill and dry rockfill will be used. The mine will be split into five separate areas with each area having their dedicated mining infrastructure as illustrated in Figure 1.

Figure 1: Mine design

Mine design

Metallurgy and processing

To complete the process plant design and determine metallurgical performance, a series of tests were performed on six variability samples: two from each of the three main zones, Chimo, East Chimo, and West Nordeau. The samples were selected from exploration drill core and are considered representative of the mineral resources. The test program included mineralogy, geochemistry, grindability, gold recovery, and tailings detoxification. The results indicate that, based on the average resource grade, a gold recovery of 95% could be achieved at a grind size P80 of 50 µm. The tests also established the required grinding energy, gold recovery equipment criteria, and reagent dosage design criteria.

The processing strategy considers toll milling to an off-site process plant for the pre-production period and the first year of production at a rate of 3,000 tpd. An on-site, 3,000 tpd process plant will become available to process material as of the second year of production and until the fourth year of production when it will be expanded to 4,300 tpd for the remainder of the life-of-mine. Figure 2 below shows the process flowsheet and identifies the additional equipment required for the expansion in red.

Figure 2: Process flowchart

Process flowchart

All Phase 1 equipment will be designed to handle the life-of-mine throughput, while the added equipment will provide the additional grinding power and cyanidation residence time required to complete gold dissolution.

Based on this flowsheet and feed throughput, the capital and operating costs of the gold extraction process plant were estimated to support the economic analysis. The plant was designed to achieve the projected 95% gold recovery in both phases.

Supporting infrastructure

Infrastructure requirements to support the project have been evaluated and the overall site layout has been developed to optimize operational efficiency, safety, and environmental management, while accounting for topography and minimizing the surface impact in the Project area. The required infrastructure for the project includes the following:

  • Underground mine portals, lateral development and vertical development
  • Waste rock and overburden management facilities
  • Tailing management facility
  • ROM stockpiles
  • Water management infrastructure
  • Electrical powerlines and substations
  • Mine offices, dry and maintenance facility
  • Other supporting infrastructure

Figure 3 and Figure 4 illustrate the surface infrastructure general arrangement and the infrastructure on the main industrial pad for the project.

Figure 3: Surface infrastructure general arrangement

Surface infrastructure general arrangement

Figure 4: Main industrial pad infrastructure

Main industrial pad infrastructure

Environmental, permitting and social considerations

The development of the Cadillac project continues under an approach focused on sustainable development, respect for stakeholders, and environmental protection. In 2026, Stantec completed a literature review of the project’s physical, biological, and social components in order to document and characterize the potential environmental issues associated with its footprint. The results of this review contributed to the selection and location of the infrastructure presented in the updated PEA, and will also be used to plan the next steps, including field inventories. In addition, an environmental geochemical characterization of the waste rock, ore, and tailings generated during processing was initiated in August 2026. This study is essential to the development of the Cadillac project, as it will help optimize the management of these materials and mining water management in order to limit impacts on the receiving environment. It will be conducted in accordance with the guidelines of Directive 019 and the Guide de caractérisation des résidus miniers et du minerai (GCRMM) issued by the Ministère de l’Environnement, de la Lutte contre les changements climatiques, de la Faune et des Parcs (MELCCFP).

Mineral Resource Estimate

The updated PEA is based on the mineral resource estimate announced on December 18, 2025, and detailed in the technical report filed on January 27, 2026 which is summarized in Table 7.

Table 7: Mineral Resource Estimate

All sectors /
Category

Open Pit Resources Underground Resources Total
Cut-off Grade = 0.30g/t Au Cut-off Grade = 1.00g/t Au
Tonnes (t) Grade (Au g/t) Gold (oz) Tonnes (t) Grade (Au g/t) Gold (oz) Tonnes (t) Grade (Au g/t) Gold (oz)
Measured 1,770,000 2.16 123,300 4,210,000 2.80 379,300 5,988,000 2.61 502,600
Indicated 1,730,000 1.52 84,500 2,240,000 2.51 180,600 3,965,000 2.08 265,200
Measured & Indicated 3,500,000 1.84 207,800 6,450,000 2.70 559,900 9,953,000 2.40 767,800
Inferred 4,740,000 1.13 172,600 30,450,000 2.29 2,244,200 35,185,000 2.14 2,416,900
  1. The independent qualified persons for the MRE, as defined by National Instrument (“NI”) 43-101 guidelines, is Pierre Luc Richard, P.Geo., of PLR Resources Inc., with contributions from Stephen Coates, P.Eng., of Evomine Consulting for cut-off grade estimation and open pit and underground stope optimization solids.
  2. These Mineral Resources are not mineral reserves as they have no demonstrated economic viability. No economic evaluation of these Mineral Resource has been produced. The quantity and grade of reported Inferred Resources in this MRE are uncertain in nature and there has been insufficient drilling to define these Inferred Resources as Indicated. However, it is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated category with continued drilling.
  3. The Qualified Persons are not aware of any known environmental, permitting, legal, title-related, taxation, socio-political, marketing or other relevant issues that could materially affect the Mineral Resource Estimate.
  4. Calculations used metric units (metres, tonnes). Metal contents in the above table are presented in gram per tonne and troy ounces. Metric tonnages and ounces were rounded, and any discrepancies in total amounts are due to rounding errors.
  5. CIM definitions and guidelines for Mineral Resource Estimates have been followed.

Notes Accompanying the Mineral Resource Estimate

  • Resources are presented as undiluted and in situ for the open-pit scenario within 5m x 5m x 5m blocks and include internal dilution for the underground scenario and are considered to have reasonable prospects for economic extraction. The constraining pit shell was developed using overall pit slopes of 50 degrees. The pit optimization to develop the mineral resource-constraining pit shells was done using the pseudoflow algorithm in Deswik software. The stope optimization to develop the underground mineral resource was done using Deswik.SO software.
  • The MRE wireframe was prepared using Leapfrog Edge v.2025.1.1 and is based on 4,477 drill holes, totalling 535,360 meters drilled and 167,978 assays. The cut-off date for the drill hole database was February 17, 2025.
  • Composites of 1.0 metre were created inside the mineralization domains. High-grade capping was done on the composited assay data. Based on individual statistical study for each zone, composites were capped between 5.0 g/t Au and 110.0 g/t Au for the high-grade zones, and between 1.0 g/t Au and 5.0 g/t Au for the low-grade zones.
  • Pit constrained Mineral Resources for the base case are reported at a cut-off grade of 0.30 g/t Au; DSO-constrained Mineral Resources for the base case are reported at a cut-off grade of 1.00 g/t Au and include internal dilution (must-take). The cut-off grades will be re-evaluated in light of future prevailing market conditions and costs.
  • Specific gravity values were estimated using data available in the drill hole database. Density values between 2.80 and 2.88 were applied to the model for hard rock and 2.00 for overburden.
  • Grade model resource estimation was calculated from drill hole data using an Ordinary Kriging interpolation method in a sub-blocked model using blocks measuring 5 m x 5 m x 5 m in size and sub-blocks down to 0.625m x 0.625m x 0.625m. Ordinary kriging (OK), inverse square distance (ID2), Nearest neighbour (NN) interpolation methods were tested, resulting in no material difference in the Mineral Resource Estimates.
  • The Measured, Indicated and Inferred Mineral Resource categories are constrained to areas where drill spacing is less than 12.5m, 25m and 100 metres respectively and show reasonable geological and grade continuity. An additional requirement for the Measured category is the close proximity of underground infrastructure. Cookie cutters were used to define categories based on the above parameters. Based on historical mining and geological knowledge of the deposit, drill spacing was increased up to 140m in the shoot direction to define inferred resources for some zones.

Independence and Responsibilities

The updated PEA was prepared by independent consulting firms with the respective responsibilities set out in Table 8.

Table 8: Consulting Firms and Areas of Responsibility

Consulting firm Area of responsibility
Evomine Consulting Inc.
Lead consultant and integrator
  • Study management and integration
  • Mine design and production schedule
  • Supporting infrastructure
  • Capital and operating cost estimates
  • Financial analysis
Geodoz Conseil Inc.
  • Environmental, permitting and social considerations
  • Closure cost estimates
PLR Resources Inc.
  • Mineral resource estimate
Soutex Inc.
  • Metallurgy and processing
  • Process capital and operating cost estimates

Qualified Person

The PEA was prepared by consultants who are independent of Cartier, each of whom are Qualified Persons (″QP″) as defined by NI 43-101 as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (″NI 43-101″). Each of the QPs have reviewed and confirmed that this news release fairly and accurately reflects, in the form and context in which it appears, the information contained in the respective sections of the PEA for which they are responsible. The following acted as QPs under NI 43-101 in the context of the PEA:

  • Alexandre Burelle, P.Eng. of Evomine Consulting Inc. responsible for Mining Methods, Project Infrastructure, Economic Analysis, and inputs for Capital and Operating Costs.
  • Stephen Coates, P.Eng. of Evomine Consulting Inc. responsible for Introduction, Reliance on Other Experts, Market Studies and Contracts, and Other Relevant Data and Information.
  • Maude Lévesque Michaud, P.Eng, M.Sc.A. of Geodoz Conseil Inc. responsible for Environmental Studies, Permitting and Social or Community Impact and inputs for Capital and Operating Costs.
  • Pierre-Luc Richard, P.Geo. of PLR Resources Inc. responsible for Property Description and Location, Accessibility, Climate, Local Resources, Infrastructure and Physiography, History, Geological Setting and Mineralization, Deposit Types, Exploration, Drilling, Sample Preparation, Analyses and Security, Data Verification, Mineral Resource Estimates, and Adjacent Properties.
  • Pierre Roy, P.Eng., M.Sc., of Soutex Inc. responsible for Mineral Processing, and Metallurgical Testing, Recovery Methods and inputs for Capital and Operating Costs.
  • The scientific and technical content of this press release has been reviewed and approved by Mr. Ronan Déroff, P.Geo., M.Sc., Vice President Exploration of Cartier, who is a QP under NI 43-101.

Technical Report Filing

A technical report prepared in accordance with NI 43-101 in support of the updated PEA will be filed on SEDAR+ at www.sedarplus.ca and on the Company’s website within 45 days of the date of this news release.

About Cadillac Project

The Cadillac Project, covering 14,000 hectares along a 15-kilometre stretch of the Cadillac Fault, is one of the largest consolidated land packages in the Val-d’Or mining camp. Cartier’s flagship asset integrates the historic Chimo Mine and East Cadillac projects, creating a dominant position in a world-class gold mining district. With excellent road access, year-round infrastructure and nearby milling capacity, the project is well positioned for rapid advancement and value creation. The Cadillac property contains total gold resources of 767,800 ounces in the measured and indicated category (10.0 Mt at 2.4 g/t Au) and 2,416,900 ounces in the inferred category (35.2 Mt at 2.1 g/t Au) across all sectors. An updated PEA for the Cadillac Project demonstrated an after-tax NPV5% of C$1,001 M and IRR of 26.6% at US$3,600/oz Gold.

About Cartier Resources Inc.

Cartier Resources Inc., founded in 2006 and headquartered in Val-d’Or (Quebec) is a gold exploration company focused on building shareholder value through discovery and development in one of Canada’s most prolific mining camps. The Company combines strong technical expertise, a track record of successful exploration, and a fully funded program to advance its flagship Cadillac Project. Cartier’s strategy is clear: unlock the full potential of one of the largest undeveloped gold landholdings in Quebec.

Non-IFRS Financial Measures

This news release includes certain performance measures commonly used in the mining industry that are not defined under IFRS. These measures have no standardized meaning under IFRS and may not be comparable to similar measures used by other companies. They are provided for additional information only and should not be considered in isolation or as a substitute for IFRS measures. As the project is at the PEA stage and not in production, no historical reconciliations to IFRS measures are available.

Forward-Looking Statements

This news release contains ″forward-looking information″ and ″forward-looking statements″ within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements regarding the results and assumptions of the updated PEA, projected production, capital and operating costs, net present value, internal rate of return and payback period, the timing and filing of the technical report, the timing and results of future exploration, resource conversion, permitting and development activities, and the Company’s plans and objectives. Forward-looking statements are based on assumptions that management considers reasonable, including assumptions as to gold prices, exchange rates, metallurgical recoveries, the availability of third-party milling capacity, capital and operating cost estimates, the accuracy of mineral resource estimates, the ability to obtain required permits and financing, and the absence of material adverse changes in the economic and regulatory environment. Actual results may differ materially. The PEA is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the results of the PEA will be realized. Risks and uncertainties include, but are not limited to, fluctuations in the price of gold and in exchange rates, the inability to convert mineral resources into mineral reserves, the preliminary nature of metallurgical results, variations in capital and operating costs from estimates, delays in obtaining permits or third-party agreements, changes in the availability and cost of financing, the duty to consult and accommodate First Nations, and the other risk factors described in the Company’s continuous disclosure documents filed on SEDAR+ at www.sedarplus.ca. Readers should not place undue reliance on forward-looking statements, which speak only as of the date of this news release. The Company disclaims any obligation to update forward-looking information except as required by law.

For further information, contact:
Philippe Cloutier, P. Geo.
President and CEO
Telephone: 819-856-0512
philippe.cloutier@ressourcescartier.com
www.ressourcescartier.com

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

Photos accompanying this announcement are available at:
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https://www.globenewswire.com/NewsRoom/AttachmentNg/9b6d7498-5349-4bec-b6b9-d91cd6d85037
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