Market Newsdesk

February 25, 2026 11:06 pm

Metropolitan Bank Holding Corp. Prices Public Offering of Common Stock

Metropolitan Bank Holding Corp. Prices Public Offering of Common Stock

NEW YORK–(BUSINESS WIRE)–Metropolitan Bank Holding Corp. (NYSE: MCB) (the “Company”), the holding company for Metropolitan Commercial Bank (the “Bank”), today announced the pricing of an underwritten public offering of 2,100,000 shares of its common stock at a price of $85.00 per share. The Company also granted the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock sold in connection with the offering.

The aggregate gross proceeds of the offering will be approximately $178.5 million before discounts and expenses. Assuming full exercise by the underwriters of their option to purchase additional shares, the aggregate gross proceeds of the offering would be approximately $205.3 million before discounts and expenses. The Company plans to use the net proceeds from the offering to support its organic growth initiatives, investments in the Bank, working capital for ongoing operations, and general corporate purposes. The offering is expected to close on February 27, 2026, subject to customary closing conditions.

UBS Investment Bank and Hovde Group, LLC are acting as joint book-running managers.

The Company has filed with the Securities and Exchange Commission (the “SEC”) a shelf registration statement (including a prospectus) on Form S-3 (File No. 333-283534) that became effective on November 29, 2024 and a preliminary prospectus supplement for the offering to which this press release relates. Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus, including the information incorporated by reference therein, and the other documents we have filed and will file with the SEC for more complete information about the Company and this offering. The proposed offering is being made only by means of an effective shelf registration statement, including a preliminary prospectus supplement and final prospectus supplement, copies of which may be obtained, when available, for free by visiting EDGAR on the SEC’s website at www.sec.gov. Additionally, copies may be obtained from Metropolitan Bank Holding Corp., 99 Park Avenue, 12^th Floor, New York, New York 10016, Attention: Corporate Secretary, (212) 659-0600, or by contacting UBS Securities LLC, 11 Madison Avenue, New York, New York 10010, Attention: Equity Syndicate or toll-free at (212) 713-2000 or Hovde Group, LLC, 1629 Colonial Parkway, Inverness, Illinois 60067, or by telephone toll-free at (833) 587-4159, or by e-mail at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offering of the securities is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

About Metropolitan Bank Holding Corp.

Metropolitan Bank Holding Corp. (NYSE: MCB) is the parent company of Metropolitan Commercial Bank (the “Bank”), a New York City based full-service commercial bank. The Bank provides a broad range of business, commercial and personal banking products and services to individuals, small businesses, private and public middle-market corporate enterprises and institutions, municipalities, and local government entities.

Metropolitan Commercial Bank was named one of Newsweek’s Best Regional Banks in 2024 and 2025. The Independent Community Bankers of America ranked the Bank as a top ten loan producer in 2024 among commercial banks with more than $1 billion in assets. Kroll affirmed a BBB+ (investment grade) deposit rating in January 2026. For the fourth time, MCB has earned a place in the Piper Sandler Bank Sm-All Stars Class of 2024.

The Bank is a New York State chartered commercial bank, a member of the Federal Reserve System and the Federal Deposit Insurance Corporation, and an equal housing lender. For more information, please visit the Bank’s website at MCBankNY.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include but are not limited to the Company’s future financial condition and capital ratios, results of operations, outlook, business, share repurchases under the program, dividend payments, intention to conduct the proposed offering, and statements related to the timing of the proposed offering and the size and final terms of the proposed offering, the completion of the proposed offering and the anticipated use of proceeds from the proposed offering. Forward-looking statements are not historical facts. Such statements may be identified by the use of such words as “may,” “believe,” “expect,” “anticipate,” “plan,” “continue” or similar terminology. These statements relate to future events or our future financial performance and involve risks and uncertainties that are difficult to predict and are generally beyond our control and may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we caution you not to place undue reliance on these forward-looking statements. Factors which may cause our forward-looking statements to be materially inaccurate include, but are not limited to the following: the interest rate policies of the Federal Reserve and other regulatory bodies; an unexpected deterioration in the performance of our loan or securities portfolios; changes in liquidity, including the size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio; unexpected increases in our expenses; different than anticipated growth and our ability to manage our growth; global pandemics, or localized epidemics, could adversely affect the Company’s financial condition and results of operations; potential recessionary conditions, including the related effects on our borrowers and on our financial condition and results of operations; an unanticipated loss of key personnel or existing clients, or an inability to attract key employees; increases in competitive pressures among financial institutions or from non-financial institutions which may result in unanticipated changes in our loan or deposit rates; unanticipated increases in FDIC insurance premiums or future assessments; legislative, tax or regulatory changes or actions, which may adversely affect the Company’s business; impacts related to or resulting from regional and community bank failures and stresses to regional banks; changes in deposit flows, funding sources or loan demand, which may adversely affect the Company’s business; changes in accounting principles, policies or guidelines may cause the Company’s financial condition or results of operation to be reported or perceived differently; general economic conditions, including unemployment rates, either nationally or locally in some or all of the areas in which the Company does business, or conditions in the securities markets or the banking industry being less favorable than currently anticipated; inflation, which may lead to higher operating costs; declines in real estate values in the Company’s market area, which may adversely affect our loan production; an unexpected adverse financial, regulatory, legal or bankruptcy event experienced by our non-bank financial service clients or critical technology service providers; system failures or cybersecurity breaches of our information technology infrastructure and/or confidential information or those of the Company’s third-party service providers; emerging issues related to the development and use of artificial intelligence that could give rise to legal or regulatory action, damage our reputation or otherwise materially harm our business or clients; failure to maintain current technologies or technological changes that may be more difficult or expensive to implement than anticipated, and failure to successfully implement future information technology enhancements; the costs, including the possible incurrence of fines, penalties, or other negative effects (including reputational harm) of any adverse judicial, administrative, or arbitral rulings or proceedings, regulatory enforcement actions, or other legal actions to which we or any of our subsidiaries are a party, and which may adversely affect our results; the current or anticipated impact of military conflict, terrorism or other geopolitical events; the successful implementation or consummation of new business initiatives, which may be more difficult or expensive than anticipated; the timely and efficient development of new products and services offered by the Company or its strategic partners, as well as risks (including reputational and litigation) attendant thereto, and the perceived overall value and acceptance of these products and services by clients; changes in consumer spending, borrowing or savings habits; the risks associated with adverse changes to credit quality; an unexpected failure to successfully manage our credit risk and the sufficiency of our allowance for credit losses; credit and other risks from borrower and depositor concentrations (e.g., by geographic area and by industry); difficulties associated with achieving or predicting expected future financial results; and the potential impact on the Company’s operations and clients resulting from natural or man-made disasters, wars, acts of terrorism, cyberattacks and pandemics, as well as those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q which have been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Forward-looking statements speak only as of the date of this press release. We do not undertake (and expressly disclaim) any obligation to update or revise any forward-looking statement, except as may be required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260225734023/en/

Investor Contact:

212-365-6721

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

February 25, 2026 11:03 pm

ADTRAN Holdings, Inc. reports fourth quarter and full year 2025 financial results

ADTRAN Holdings, Inc. reports fourth quarter and full year 2025 financial results

HUNTSVILLE, Ala.–(BUSINESS WIRE)–
ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” “ADTRAN” or the “Company”) today announced its unaudited financial results for the fourth quarter ended December 31, 2025.

Revenue: $291.6 million, up 20.1% year-over-year.
GAAP gross margin of 39.0%; Non-GAAP gross margin of 42.5%; up 213 and 122 basis points year-over-year, respectively.
Operating margin: GAAP operating margin of 1.5%; non-GAAP operating margin of 6.4%.
Net cash provided by operating activities of $42.2 million.
GAAP diluted loss per share of $0.02; non-GAAP diluted earnings per share of $0.16.
Cash and cash equivalents of $95.7 million.

ADTRAN Holdings Chairman and Chief Executive Officer Tom Stanton stated, “We delivered a strong fourth quarter, with revenue above our outlook and growth across all three revenue categories. Performance reflected solid execution and sustained fiber investment across our core markets.”

Mr. Stanton added, “As we look at 2026, we see solid momentum with cloud and enterprise customers, strong broadband activity in the US and increasing high-risk vendor replacement initiatives in Europe. Our priorities remain focused on expanding operating margin, cash generation, and converting the customer opportunities we are seeing across our portfolio.”

Business outlook¹

For the first quarter of 2026, the Company expects revenue to be within a range of $275.0 to $295.0 million. Non-GAAP operating margin is expected to be within a range of 4.0% to 8.0%.

¹Non-GAAP operating margin (which is calculated as non-GAAP operating income (loss) divided by revenue) is a non-GAAP financial measure. The Company has provided guidance for its first quarter 2026 non-GAAP operating margin. This measure excludes from the corresponding GAAP financial measure the effect of adjustments as described below. The Company has not provided a reconciliation of such non-GAAP guidance to guidance presented on a GAAP basis because it cannot predict and quantify without unreasonable effort all of the adjustments that may occur during the period due to the difficulty of predicting the timing and amounts of various items within a reasonable range. In particular, non-GAAP operating margin excludes certain items, such as acquisition related expenses, amortizations and adjustments, stock-based compensation expense, restructuring expenses, integration expenses, deferred compensation adjustments, professional fees and other expenses, and goodwill impairment, that the Company is unable to quantitatively predict. Depending on the materiality of these items, they could have a significant impact on the Company’s GAAP financial results.

Conference call

The Company will hold a conference call to discuss its fourth quarter and full year 2025 results on Thursday, February 26, 2026, at 7:30 a.m. Central Time (2:30 p.m. Central European Time). The Company will webcast this conference call at the events and presentations section of ADTRAN Holdings, Inc. Investor Relations website at https://events.q4inc.com/attendee/203363753 approximately 10 minutes before the start of the call, or you may dial 1-888-330-2391 (Toll-Free US) or 1-240-789-2702, and use Conference ID 8936454.

An online replay of the Company’s conference call, as well as the transcript of the call, will be available on the Investor Relations site https://investors.adtran.com/shortly following the call and will remain available for at least 12 months. For more information, visit investors.adtran.com or email [email protected].

Upcoming conference schedule

March 10, 2026: Stifel 2026 One-on-One Conference – New York

About Adtran

ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) is the parent company of Adtran, Inc., a leading global provider of open, disaggregated networking and communications solutions that enable voice, data, video and internet communications across any network infrastructure. From the cloud edge to the subscriber edge, Adtran empowers communications service providers around the world to manage and scale services that connect people, places and things. Adtran solutions are used by service providers, private enterprises, government organizations and millions of individual users worldwide. ADTRAN Holdings, Inc. is also the majority shareholder of Adtran Networks SE, formerly ADVA Optical Networking SE (“Adtran Networks”). Find more at Adtran.com, LinkedIn and X.

Cautionary note regarding forward-looking statements

Statements contained in this press release and the accompanying earnings call which are not historical facts, such as those relating to future market conditions, future priorities, customer demand, (including with respect to future fiber investments, upgrade activity in the U.S. and Europe, and future customer opportunities), and ADTRAN Holdings’ strategy, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could,” “look forward,” and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such projections and other forward-looking information speak only as of the date hereof, and ADTRAN Holdings undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent as may be required by law. All such forward-looking statements are necessarily estimates and reflect management’s best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which have caused and may in the future cause actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties relating to our ability to remain in compliance with the covenants set forth in and satisfy the payment obligations under our credit agreement and convertible notes, to satisfy our payment obligations to Adtran Networks’ minority shareholders under the Domination and Profit and Loss Transfer Agreement between us and Adtran Networks (the “DPLTA”), and to make payments to Adtran Networks in order to absorb its annual net loss pursuant to the DPLTA; (ii) the risk of fluctuations in revenue due to lengthy sales and approval processes required by major and other service providers for new products, as well as shifting customer spending patterns; (iii) risks and uncertainties related to our inventory practices and ability to match customer demand; (iv) risks and uncertainties relating to our level of indebtedness and our ability to generate cash; (v) risks and uncertainties relating to ongoing material weaknesses in our internal control over financial reporting; (vi) risks posed by changes in general economic conditions and monetary, fiscal and trade policies, including tariffs; (vii) risks posed by potential breaches of information systems and cyber-attacks; (viii) the risk that we may not be able to effectively compete, including through product improvements and development; and (ix) the other risks set forth in our public filings made with the Securities and Exchange Commission (the “SEC”), including our most recent Annual Report on Form 10-K for the year ended December 31, 2024, as amended, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025, and our Annual Reporting on Form 10-K for the year ended December 31, 2025 to be filed with the SEC.

Explanation of use of non-GAAP financial measures

Set forth in the tables below under the heading “Supplemental Information” are reconciliations of gross profit, gross margin, operating expenses, operating income (loss), operating margin, other expense, net loss inclusive of the non-controlling interest, net loss attributable to the Company, and loss per share – basic and diluted, attributable to the Company, and net cash provided by operating activities, in each case as reported based on generally accepted accounting principles in the United States (“GAAP”), to non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP operating margin, non-GAAP other expense, non-GAAP net income (loss) inclusive of the non-controlling interest, non-GAAP net income (loss) attributable to the Company, non-GAAP net earnings (loss) per share – basic and diluted, attributable to the Company, and free cash flow, respectively. Such non-GAAP measures exclude acquisition-related expenses, amortization and adjustments (consisting of intangible amortization of backlog, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations), stock-based compensation expense, restructuring expenses, integration expenses, deferred compensation adjustments, goodwill impairments, professional fees and other expenses, amortization of pension actuarial losses, the tax effect of these adjustments to net loss and purchases of property, plant and equipment, and developed technologies. These measures are used by management in our ongoing planning and annual budgeting processes. Additionally, we believe the presentation of these non-GAAP measures, when combined with the presentation of the most directly comparable GAAP financial measure, is beneficial to the overall understanding of ongoing operating performance of the Company. These non-GAAP financial measures are not prepared in accordance with, or an alternative for, GAAP and therefore should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP. Additionally, our calculation of non-GAAP measures may not be comparable to similar measures calculated by other companies.

Published by

ADTRAN Holdings, Inc.

www.adtran.com

Condensed Consolidated Balance Sheets (Unaudited) (In thousands)

*ASSETS*	December 31, 2025			December 31, 2024
Current Assets
Cash and cash equivalents	$	95,696		$	76,021
Accounts receivable, net		210,687			178,030
Other receivables		7,046			9,775
Inventory, net		215,736			261,557
Income tax receivable		3,667			5,461
Prepaid expenses and other current assets		55,317			56,395
Short-term investments – deferred compensation		35,174			—
Assets held for sale		11,901			11,901
Total Current Assets		635,224			599,140
Property, plant and equipment, net		124,384			106,454
Goodwill		59,983			52,918
Intangibles, net		294,047			284,893
Deferred tax assets		16,481			17,826
Other non-current assets		73,352			78,128
Long-term investments		1,022			32,060
Total Assets	$	1,204,493		$	1,171,419
*LIABILITIES AND EQUITY*
Current Liabilities
Accounts payable	$	167,337		$	171,825
Unearned revenue		87,541			52,701
Accrued expenses and other liabilities		33,690			34,158
Accrued wages and benefits		32,203			32,853
Deferred compensation liability		37,447			—
Income tax payable		3,642			1,936
Total Current Liabilities		361,860			293,473
Non-current revolving credit agreement outstanding		25,000			189,576
Non-current convertible senior notes, net of debt issuance costs		193,038			—
Deferred tax liabilities		27,453			30,372
Non-current unearned revenue		27,143			22,065
Non-current pension liability		6,277			8,983
Non-current deferred compensation liability		—			33,203
Non-current lease obligations		27,000			25,925
Other non-current liabilities		17,564			17,928
Total Liabilities		685,335			621,525
Redeemable Non-Controlling Interest		373,328			422,943
Equity
Common stock		802			795
Additional paid-in capital		801,269			808,913
Accumulated other comprehensive income		78,877			11,254
Retained deficit		(730,010	)		(688,813	)
Treasury stock		(5,108	)		(5,198	)
Total Equity		145,830			126,951
Total Liabilities and Equity	$	1,204,493		$	1,171,419

Condensed Consolidated Statements of Loss (Unaudited) (In thousands, except per share amounts)

	Three Months Ended								Twelve Months Ended
	December 31,								December 31,
	2025					2024			2025					2024
Revenue
Network Solutions	$	242,653				$	197,009		$	896,911				$	738,964
Services & Support		48,907					45,843			186,896					183,756
Total Revenue		291,560					242,852			1,083,807					922,720
Cost of Revenue
Network Solutions		157,472					135,861			592,141					517,220
Network Solutions – charges and inventory write-down		—					—			—					8,597
Services & Support		20,359					17,435			76,711					72,739
Total Cost of Revenue		177,831					153,296			668,852					598,556
Gross Profit		113,729					89,556			414,955					324,164
Selling, general and administrative expenses		57,409					57,013			226,275					232,918
Research and development expenses		51,842					49,314			204,276					221,458
Goodwill impairment		—					—			—					297,353
Operating Income (Loss)		4,478					(16,771	)		(15,596	)				(427,565	)
Interest and dividend income		1,703					1,631			2,321					3,058
Interest expense		(4,520	)				(4,870	)		(19,344	)				(22,053	)
Net investment (loss) gain		(574	)				(920	)		3,001					3,587
Other income (expense), net		805					687			(1,632	)				246
Income (Loss) Before Income Taxes		1,892					(20,243	)		(31,250	)				(442,727	)
Income tax expense		(3,172	)				(23,461	)		(4,993	)				(7,340	)
Net Loss	$	(1,280	)			$	(43,704	)	$	(36,243	)			$	(450,067	)
Net Income attributable to non-controlling interest ⁽¹⁾		2,316					2,407			9,413					9,824
Net Loss attributable to ADTRAN Holdings, Inc.	$	(3,596	)			$	(46,111	)	$	(45,656	)			$	(459,891	)

Weighted average shares outstanding – basic		79,877					79,091			79,742					78,928
Weighted average shares outstanding – diluted		79,877					79,091			79,742					78,928

Loss per common share attributable to ADTRAN Holdings, Inc. – basic	$	(0.02	)	⁽²	⁾	$	(0.58	)	$	(0.52	)	⁽¹	⁾	$	(5.79	)
Loss per common share attributable to ADTRAN Holdings, Inc. – diluted	$	(0.02	)	⁽²	⁾	$	(0.58	)	$	(0.52	)	⁽¹	⁾	$	(5.79	)

(1) For the three and twelve months ended December 31, 2025 we accrued $2.3 million and $9.3 million, respectively, net income attributable to non-controlling interest, representing the recurring cash compensation earned by non-controlling interest shareholders post-DPLTA. For the three and twelve months ended December 31, 2024, we accrued $2.4 million and $9.8 million, respectively, representing the recurring cash compensation earned by non-controlling interest shareholders post-DPLTA.
(2) Loss per common share attributable to ADTRAN Holdings, Inc. – basic and diluted – reflects $2.1 million and $4.1 million effect of redemption of RNCI for the three and twelve months ended December 31, 2025 and $0 and $3.0 million effect of redemption of RNCI for the three and twelve months ended December 31, 2024.

Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands)

	Twelve Months Ended December 31,
	2025			2024
Cash flows from operating activities:
Net Loss	$	(36,243	)	$	(450,067	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		92,546			90,529
Goodwill impairment		—			297,353
Amortization of revolving credit facility issuance costs		1,351			3,950
Amortization of convertible notes issuance costs		441			—
Gain on investments		(4,740	)		(5,030	)
Net loss on disposal of property, plant and equipment		228			1,371
Stock-based compensation expense		10,062			15,988
Deferred income taxes		(3,847	)		5,576
Inventory write down – business efficiency program		—			4,135
Inventory reserves		(2,541	)		5,316
Change in operating assets and liabilities:
Accounts receivable, net		(18,301	)		46,108
Other receivables		5,767			10,713
Income taxes receivable		2,034			648
Inventory		64,494			79,985
Prepaid expenses other current assets and other assets		19,223			(13,445	)
Accounts payable		17,982			10,238
Accrued expenses and other liabilities		(17,967	)		4,873
Income taxes payable		(722	)		(4,670	)
Net cash provided by operating activities		129,767			103,571
Cash flows from investing activities:
Purchases of property, plant and equipment		(31,737	)		(34,501	)
Purchases of intangibles – developed technology		(37,528	)		(30,671	)
Proceeds from sales and maturities of available-for-sale investments		1,019			1,240
Purchases of available-for-sale investments		(383	)		(268	)
Payments for beneficial interests in securitized accounts receivable		(539	)		(55	)
Net cash used in investing activities		(69,168	)		(64,255	)
Cash flows from financing activities:
Tax withholdings related to stock-based compensation settlements		(1,478	)		(1,143	)
Proceeds from stock option exercises		1,829			824
Proceeds from receivables purchase agreement		—			68,556
Repayments on receivables purchase agreement		—			(83,772	)
Proceeds from draw on revolving credit agreements		49,000			26,000
Repayment of revolving credit agreements		(214,000	)		(31,000	)
Redemption of redeemable non-controlling interest		(46,575	)		(17,398	)
Payment of annual recurring compensation to non-controlling interest		(10,053	)		(10,084	)
Payment of debt issuance cost		(9,003	)		(1,994	)
Proceeds from issuance of senior convertible notes		201,250			—
Payments for capped call transactions related to convertible senior notes		(17,650	)		—
Net cash used in financing activities		(46,680	)		(50,011	)
Net increase (decrease) in cash and cash equivalents		13,919			(10,695	)
Effect of exchange rate changes		5,756			(451	)
Cash and cash equivalents, beginning of year		76,021			87,167
Cash and cash equivalents, end of year	$	95,696		$	76,021

Supplemental disclosure of cash financing activities:
Cash paid for interest	$	13,273		$	20,884
Cash used in operating activities related to operating leases	$	10,216		$	9,274
Supplemental disclosure of non-cash investing activities and financing activities:
Right-of-use assets obtained in exchange for lease obligations	$	6,432		$	5,317
Purchases of property, plant and equipment included in accounts payable	$	3,716		$	2,635
Purchases of property, plant and equipment included in other non-current liabilities	$	5,119		$	—
Redemption of redeemable non-controlling interest	$	4,085		$	2,986

Supplemental Information Reconciliation of Gross Profit and Gross Margin to Non-GAAP Gross Profit and Non-GAAP Gross Margin (Unaudited) (In thousands)

	Three Months Ended									Twelve Months Ended
	December 31, 2025			September 30, 2025			December 31, 2024			December 31, 2025			December 31, 2024
Total Revenue	$	291,560		$	279,435		$	242,852		$	1,083,807		$	922,720

Cost of Revenue	$	177,831		$	172,309		$	153,296		$	668,852		$	598,556
Acquisition-related expenses, amortization and adjustments ⁽¹⁾		(9,964	)		(10,140	)		(9,980	)		(40,534	)		(40,497	)
Stock-based compensation expense		(232	)		(265	)		(317	)		(986	)		(1,142	)
Restructuring expenses ⁽²⁾		—			—			(538	)		—			(14,580	)
Integration expenses ⁽³⁾		—			—			123			—			19
Non-GAAP Cost of Revenue	$	167,635		$	161,904		$	142,584		$	627,332		$	542,356

Gross Profit	$	113,729		$	107,126		$	89,556		$	414,955		$	324,164
Non-GAAP Gross Profit	$	123,925		$	117,531		$	100,268		$	456,475		$	380,364

Gross Margin		39.0	%		38.3	%		36.9	%		38.3	%		35.1	%
Non-GAAP Gross Margin		42.5	%		42.1	%		41.3	%		42.1	%		41.2	%

(1) Includes intangible amortization of backlog, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations. We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure.
(2) Includes expenses for a Business Efficiency Program designed to optimize the assets and business processes following the business combination with Adtran Networks. The Business Efficiency Program was completed as of December 31, 2024.
(3) Includes expenses related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks, which bonus program was completed as of December 31, 2024.

Supplemental Information Reconciliation of Operating Expenses to Non-GAAP Operating Expenses (Unaudited) (In thousands)

	Three Months Ended												Twelve Months Ended
	December 31, 2025				September 30, 2025				December 31, 2024				December 31, 2025				December 31, 2024
Operating Expenses	$	109,251			$	109,914			$	106,327			$	430,551			$	751,729
Acquisition-related expenses, amortization and adjustments ⁽¹⁾		(1,805	)	⁽²⁾		(1,898	)	⁽⁸⁾		(5,294	)	⁽¹¹⁾		(8,127	)	⁽¹⁵⁾		(22,462	)	⁽¹⁹⁾
Stock-based compensation expense		(1,092	)	⁽³⁾		(2,589	)	⁽⁹⁾		(2,853	)	⁽¹²⁾		(9,076	)	⁽¹⁶⁾		(12,810	)	⁽²⁰⁾
Restructuring expenses⁽⁴⁾		—				—				(3,567	)	⁽¹³⁾		284		⁽¹⁷⁾		(30,101	)	⁽²¹⁾
Integration expenses⁽⁵⁾		—				—				(586	)	⁽¹⁴⁾		—				(1,930	)	⁽²²⁾
Deferred compensation adjustments ⁽⁶⁾		781				(2,317	)			451				(3,023	)			(3,808	)
Goodwill impairment		—				—				—				—				(297,353	)	⁽²³⁾
Professional fees and other expenses		(1,988	)	⁽⁷⁾		(694	)	⁽¹⁰⁾		—				(5,835	)	⁽¹⁸⁾		—
Non-GAAP Operating Expenses	$	105,147			$	102,416			$	94,478			$	404,774			$	383,265

(1) We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure.
(2) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $1.4 million is included in selling, general and administrative expenses and $0.4 million is included in research and development expenses on the condensed consolidated statements of loss.
(3) $0.4 million is included in selling, general and administrative expenses and $0.7 million is included in research and development expenses on the condensed consolidated statements of loss.
(4) Includes expenses for a Business Efficiency Program designed to optimize the assets and business processes following the business combination with Adtran Networks. The Business Efficiency Program was completed as of December 31, 2024.
(5) Includes expenses related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks, which was completed as of December 31, 2024.
(6) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees, all of which is included in selling, general and administrative expenses on the condensed consolidated statement of loss.
(7) $2.0 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes professional fees related to an internal investigation and a related SEC inquiry, a provision in connection with a potential 401(k) plan corrective action, and fees relating to other one-time professional fees and business expenses.
(8) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $1.4 million is included in selling, general and administrative expenses and $0.5 million is included in research and development expenses on the condensed consolidated statements of loss.
(9) $1.8 million is included in selling, general and administrative expenses and $0.8 million is included in research and development expenses on the condensed consolidated statements of loss.
(10) $0.7 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes professional fees related to an internal investigation and a related SEC inquiry, as well as fees relating to other one-time professional fees and business expenses.
(11) Includes $4.3 million of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations and $1.0 million of legal and advisory fees related to a potential strategic transaction which are included in selling, general and administrative expenses on the condensed consolidated statements of loss.
(12) $1.9 million is included in selling, general and administrative expenses and $1.0 million is included in research and development expenses on the condensed consolidated statements of loss.
(13) $1.2 million is included in selling, general and administrative expenses and $2.4 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024. The Business Efficiency Program was completed as of December 31, 2024.
(14) $0.6 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss, and is primarily related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE which bonus program was completed as of December 31, 2024.
(15) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $6.4 million is included in selling, general and administrative expenses and $1.7 million is included in research and development expenses on the condensed consolidated statements of loss.
(16) $6.0 million is included in selling, general and administrative expenses and $3.1 million is included in research and development expenses on the condensed consolidated statements of loss.
(17) Includes a true-up of expenses on the condensed consolidated statements of loss for a Business Efficiency Program designed to optimize the assets and business processes following the business combination with Adtran Networks. The Business Efficiency Program was completed as of December 31, 2024.
(18) $5.8 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes professional fees related to an internal investigation and a related SEC inquiry, a provision in connection with a potential 401(k) plan corrective action, employee exit costs and fees relating to other one-time professional fees and business expenses.
(19) Includes $17.6 million of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations and $4.9 million of legal and advisory fees related to a potential strategic transaction which are included in selling, general and administrative expenses on the condensed consolidated statements of loss.
(20) $9.0 million is included in selling, general and administrative expenses and $3.8 million is included in research and development expenses on the condensed consolidated statements of loss.
(21) $9.1 million is included in selling, general and administrative expenses and $21.0 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024. The Business Efficiency Program was completed as of December 31, 2024.
(22) $1.8 million is included in selling, general and administrative expenses and $0.1 million is included in research and development expenses on the condensed consolidated statements of loss, and is primarily related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE.
(23) Non-cash impairment of goodwill in our Network Solutions reporting unit, necessitated by factors such as a decrease in the Company’s market capitalization, cautious service provider spending due to economic uncertainty and continued elevated customer inventory adjustments.

Supplemental Information Reconciliation of Operating Income (Loss) and Operating Margin to Non-GAAP Operating Income (Loss) and Non-GAAP Operating Margin (Unaudited) (In thousands)

	Three Months Ended									Twelve Months Ended
	December 31, 2025			September 30, 2025			December 31, 2024			December 31, 2025			December 31, 2024
Total Revenue	$	291,560		$	279,435		$	242,852		$	1,083,807		$	922,720

Operating Income (Loss)	$	4,478		$	(2,788	)	$	(16,771	)	$	(15,596	)	$	(427,565	)
Acquisition related expenses, amortizations and adjustments ⁽¹⁾		11,769			12,038			15,274			48,661			62,959
Stock-based compensation expense		1,324			2,855			3,169			10,062			13,951
Restructuring expenses ⁽²⁾		—			—			4,105			(284	)		44,681
Integration expenses ⁽³⁾		—			—			464			—			1,911
Deferred compensation adjustments ⁽⁴⁾		(781	)		2,317			(451	)		3,023			3,808
Goodwill impairment⁽⁵⁾		—			—			—			—			297,353
Professional fees and other expenses⁽⁶⁾		1,988			694			—			5,835			—
Non-GAAP Operating Income (Loss)	$	18,778		$	15,116		$	5,790		$	51,701		$	(2,902	)

Operating Margin		1.5	%		-1.0	%		-6.9	%		-1.4	%		-46.3	%
Non-GAAP Operating Margin		6.4	%		5.4	%		2.4	%		4.8	%		-0.3	%

(1) Includes intangible amortization of backlog, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations. We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure.
(2) Includes expenses for the Company’s Business Efficiency Program, which was designed to optimize the assets and business processes following the business combination with Adtran Networks. The Business Efficiency Program was completed as of December 31, 2024.
(3) Includes expenses related to the Company’s one-time integration bonus program in connection with synergy targets as a results of the business combination with Adtran Networks, which bonus program was completed as of December 31, 2024.
(4) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for certain employees, all of which is included in selling, general and administrative expenses on the condensed consolidated statement of loss.
(5) Non-cash impairment of goodwill in our Network Solutions reporting unit, necessitated by factors such as a decrease in the Company’s market capitalization, cautious service provider spending due to economic uncertainty and continued elevated customer inventory adjustments.
(6) Includes professional fees related to an internal investigation and a related SEC inquiry, a provision in connection with a potential 401(k) plan corrective action, employee exit costs and fees relating to other one-time professional fees and business expenses.

Supplemental Information Reconciliation of Other Expense to Non-GAAP Other Expense (Unaudited) (In thousands)

	Three Months Ended									Twelve Months Ended
	December 31, 2025			September 30, 2025			December 31, 2024			December 31, 2025			December 31, 2024
Interest and dividend income	$	1,703		$	291		$	1,631		$	2,321		$	3,058
Interest expense		(4,520	)		(5,499	)		(4,870	)		(19,344	)		(22,053	)
Net investment (loss) gain		(574	)		2,186			(920	)		3,001			3,587
Other income (expense), net		805			(745	)		687			(1,632	)		246
Total Other Expense	$	(2,586	)	$	(3,767	)	$	(3,472	)	$	(15,654	)	$	(15,162	)
Deferred compensation adjustments ⁽¹⁾		601			(2,210	)		1,090			(2,928	)		(3,539	)
Pension expense ⁽²⁾		12			13			7			47			28
Non-GAAP Other Expense	$	(1,973	)	$	(5,964	)	$	(2,375	)	$	(18,535	)	$	(18,673	)

(1) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees.
(2) Includes amortization of actuarial losses related to the Company’s pension plan for employees in certain foreign countries.

Supplemental Information Reconciliation of Net Loss inclusive of Non-Controlling Interest to Non-GAAP Net Income (Loss) inclusive of Non-Controlling Interest (Unaudited) and Reconciliation of Net Loss attributable to ADTRAN Holdings, Inc. and Loss per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted to Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc. and Non-GAAP Earnings (Loss) per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted (Unaudited) (In thousands, except per share amounts)

	Three Months Ended									Twelve Months Ended
	December 31, 2025			September 30, 2025			December 31, 2024			December 31, 2025			December 31, 2024
Net Loss attributable to ADTRAN Holdings, Inc. common stockholders	$	(1,521	)	$	(9,743	)	$	(46,106	)	$	(41,571	)	$	(456,910	)
Effect of redemption of RNCI ⁽¹⁾		(2,075	)		(519	)		(5	)		(4,085	)		(2,981	)
Net Loss attributable to ADTRAN Holdings, Inc.	$	(3,596	)	$	(10,262	)	$	(46,111	)	$	(45,656	)	$	(459,891	)
Net Income attributable to non-controlling interest ⁽²⁾		2,316			2,505			2,407			9,413			9,824
Net Loss inclusive of non-controlling interest	$	(1,280	)	$	(7,757	)	$	(43,704	)	$	(36,243	)	$	(450,067	)
Acquisition related expenses, amortization and adjustments ⁽³⁾		11,769			12,038			15,274			48,661			62,959
Stock-based compensation expense		1,324			2,855			3,169			10,062			13,951
Deferred compensation adjustments ⁽⁴⁾		(180	)		107			639			95			269
Pension adjustments ⁽⁵⁾		12			13			7			47			28
Restructuring expenses ⁽⁶⁾		—			—			4,105			(284	)		44,681
Integration expenses ⁽⁷⁾		—			—			464			—			1,911
Goodwill impairment		—			—			—			—			297,353
Professional fees and other expenses⁽⁸⁾		1,988			694			—			5,835			—
Tax effect of adjustments to net loss		(628	)		(2,301	)		20,675			(4,521	)		2,709
Non-GAAP Net Income (Loss) inclusive of non-controlling interest	$	13,005		$	5,649		$	629		$	23,652		$	(26,206	)
Net Income attributable to non-controlling interest ⁽²⁾		2,316			2,505			2,407			9,413			9,824
Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc.	$	10,689		$	3,144		$	(1,778	)	$	14,239		$	(36,030	)
Effect of redemption of RNCI ⁽¹⁾		2,075			519			5			4,085			2,981
Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc. common stockholders	$	12,764		$	3,663		$	(1,773	)	$	18,324		$	(33,049	)

Weighted average shares outstanding – basic		79,877			79,803			79,091			79,742			78,928
Weighted average shares outstanding – diluted		79,877			79,803			79,091			79,742			78,928

Loss per common share attributable to ADTRAN Holdings, Inc. – basic	$	(0.02	)	$	(0.12	)	$	(0.58	)	$	(0.52	)	$	(5.79	)
Loss per common share attributable to ADTRAN Holdings, Inc. – diluted	$	(0.02	)	$	(0.12	)	$	(0.58	)	$	(0.52	)	$	(5.79	)

Non-GAAP Earnings (Loss) per common share attributable to ADTRAN Holdings, Inc. – basic	$	0.16		$	0.05		$	(0.02	)	$	0.23		$	(0.42	)
Non-GAAP Earnings (Loss) per common share attributable to ADTRAN Holdings, Inc. – diluted	$	0.16		$	0.05		$	(0.02	)	$	0.23		$	(0.42	)

(1) Loss per common share attributable to ADTRAN Holdings, Inc. – basic and diluted – reflects a $2.1 million and a $4.1 million effect of redemption of RNCI for the three and twelve months ended December 31, 2025 and a $0 and a $3.0 million effect of redemption of RNCI for the three and twelve months ended December 31, 2024.
(2) Represents the non-controlling interest portion of the Company’s ownership of Adtran Networks pre-DPLTA and the annual recurring compensation earned by redeemable non-controlling interests and accrued by the Company post-DPLTA.
(3) We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure.
(4) Includes non-cash change in fair value of equity investments held in deferred compensation plans offered to certain employees.
(5) Includes amortization of actuarial losses related to the Company’s pension plan for employees in certain foreign countries.
(6) Includes expenses for a Business Efficiency Program designed to optimize the assets and business processes following the business combination with Adtran Networks. The Business Efficiency Program was completed as of December 31, 2024.
(7) Includes expenses related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks. Includes fees incurred for the expansion of internal controls at Adtran Networks and the implementation of the DPLTA which was completed as of December 31, 2024.
(8) Includes professional fees related to an internal investigation and a related SEC inquiry, a provision in connection with a potential 401(k) plan corrective action, employee exit costs and fees relating to other one-time professional fees and business expenses.

Supplemental Information Reconciliation of Net Cash Provided By Operating Activities to Free Cash Flow (Unaudited) (In thousands)

	Three Months Ended									Twelve Months Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
	2025			2025			2024			2025			2024
Net cash provided by operating activities	$	42,238		$	12,188		$	2,438		$	129,767		$	103,571
Purchases of property, plant and equipment and developed technologies ⁽¹⁾		(19,708	)		(17,029	)		(14,335	)		(69,265	)		(65,172	)
Free cash flow (Non-GAAP)	$	22,530		$	(4,841	)	$	(11,897	)	$	60,502		$	38,399

(1) Purchases related to capital expenditures and developed technologies.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260225454653/en/

For media

Gareth Spence

+44 1904 699 358

[email protected]

For investors

Peter Schuman, IRC

+1 256 963 6305

[email protected]

KEYWORDS: Alabama United States North America

INDUSTRY KEYWORDS: Technology Mobile/Wireless Other Technology Telecommunications Audio/Video Networks Internet Hardware Data Management

MEDIA:

Logo

February 25, 2026 11:03 pm

ASGN Appoints Transformational Leader Sangita Singh to Spearhead Global Growth and Offshore Expansion

ASGN Appoints Transformational Leader Sangita Singh to Spearhead Global Growth and Offshore Expansion

BANGALORE, India–(BUSINESS WIRE)–
ASGN Incorporated (NYSE: ASGN), a leading provider of IT solutions across the commercial and government sectors, soon to be renamed Everforth, today announced the appointment of Sangita Singh as President, India and International, a newly created role designed to accelerate the Company’s global growth strategy and expand its offshore delivery and digital engineering capabilities.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260223716492/en/

Sangita Singh, President, India and International

Singh’s appointment comes at a pivotal moment for ASGN following its recent announcement of its intent to acquire Quinnox, an agile, results-driven digital solutions provider with a strong offshore delivery footprint in India. Together, the creation of this new leadership role and the Quinnox acquisition underscore ASGN’s commitment to building a scaled, world‑class global delivery platform to support increasingly complex, technology‑driven client needs.

“Sangita is a transformational leader with a proven track record of building and scaling global technology businesses, particularly in India,” said Ted Hanson, Chief Executive Officer of ASGN. “As we move into our next phase of growth and expand our offshore delivery capabilities, Sangita’s deep industry experience, cross‑cultural leadership, and strong reputation in the Indian marketplace make her uniquely suited to this role. Her appointment reflects our long‑term strategy to invest in global delivery and position our Company for sustained growth.”

Singh brings more than three decades of experience driving growth and innovation at some of the world’s largest technology and consulting organizations. Most recently, she served as General Manager of IT and IT Enabled Services at Microsoft India, where she led large‑scale growth initiatives focused on AI‑enabled partnerships and complex deal execution. She previously held senior leadership roles at IBM, Infosys, and Wipro, where she built and managed multi‑billion‑dollar businesses and led global teams across AI, cloud, enterprise applications, and industry‑focused solutions in healthcare and life sciences.

Well known and highly respected within India’s technology and services ecosystem, Singh has been recognized as one of Business Today’s 30 Most Powerful Women, named a Young Global Leader by the World Economic Forum, and included among India Today’s 50 on Fast Track.

In her role as President, Singh will establish India-based go-to-market operations to serve the explosive growth of global capability centers and accelerate the scaling of ASGN’s operations in India. Singh will oversee international expansion and partner with ASGN’s Commercial Segment leadership to enhance offshore delivery, strengthen overall go‑to‑market execution, and expand the Company’s ability to deliver large, complex programs for global clients.

“The opportunity to join ASGN at such a formative moment in its global growth journey is incredibly exciting,” said Singh. “ASGN is making bold, strategic investments in the future, and I’m thrilled to work with the leadership team to scale our presence in India, expand our go-to-market capabilities, and deliver exceptional value to clients worldwide.”

Singh’s appointment further strengthens ASGN’s leadership team as the Company prepares to transition to the Everforth brand in the first half of 2026. ASGN continues to execute its long-term strategy to expand its AI-led technology and digital engineering solutions with global delivery at scale.

About ASGN Incorporated, transitioning to Everforth

ASGN Incorporated (NYSE: ASGN) is a leading provider of IT solutions for commercial and government clients. In November 2025, ASGN announced its intent to rebrand to Everforth, a new parent brand unifying its six brands — Apex Systems, Creative Circle, CyberCoders, ECS, GlideFast, and TopBloc — under a single identity.

During the transition, ASGN will continue operating under its existing commercial and government brands. Clients, partners, and suppliers can expect a seamless experience, led by the same trusted teams with greater resources and stronger cross-brand collaboration. ASGN’s transition to Everforth will take place in the first half of 2026.

Everforth is a leading technology and digital engineering company with six core solution areas: AI and data, cloud and infrastructure, digital engineering, customer experience, cybersecurity, and enterprise platforms. Through proprietary assets, accelerators, and proven expertise, Everforth delivers measurable outcomes that help organizations adapt, innovate, and thrive.

Everforth: Adapt and Thrive.

Learn more at go-everforth.com.

Safe Harbor

Certain statements made in this news release are “forward-looking statements” within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and involve a high degree of risk and uncertainty. Forward-looking statements include statements regarding (i) our anticipated financial and operating performance, (ii) the Company’s brand transition to Everforth, (iii) the anticipated benefits of the proposed Quinnox transaction, (iv) the anticipated impact of the proposed Quinnox transaction on the combined company’s business and future financial and operating results, and (v) our goals, plans and projections with respect to our operations, financial position and business strategy. All statements in this news release, other than those setting forth strictly historical information, are forward-looking statements. Forward-looking statements are not guarantees of future performance and actual results might differ materially. For a full list of risks and discussion of forward-looking statements, please see our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 25, 2026. We specifically disclaim any intention or duty to update any forward-looking statements contained in this news release.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260223716492/en/

Kimberly Esterkin

Vice President, Investor Relations, ASGN

[email protected]

KEYWORDS: Virginia United States India North America Asia Pacific

INDUSTRY KEYWORDS: Software Networks Internet Artificial Intelligence Data Management Technology Apps/Applications Security

MEDIA:

Photo

Sangita Singh, President, India and International

Logo

February 25, 2026 11:00 pm

Innovex International, Inc. Announces Pricing of Underwritten Offering of 5,750,000 Shares of Common Stock by Selling Stockholders

Innovex International, Inc. Announces Pricing of Underwritten Offering of 5,750,000 Shares of Common Stock by Selling Stockholders

HOUSTON–(BUSINESS WIRE)–
Innovex International, Inc. (NYSE: INVX) (“Innovex” or the “Company”) today announced the pricing of an underwritten offering (the “Offering”) of 5,750,000 shares of its common stock by certain affiliates of Amberjack Capital Partners, L.P. (the “Selling Stockholders”), at a price to the public of $25.75 per share. In addition, the Selling Stockholders have granted the underwriters a 30-day option to purchase up to 862,500 additional shares of the Company’s common stock. Innovex will not sell any shares of its common stock in the Offering and will not receive any proceeds from the sale of the shares of its common stock being offered by the Selling Stockholders. The Offering is expected to close on February 27, 2026, subject to customary closing conditions.

Subject to the closing of the Offering, the Company intends to purchase from the underwriters 575,000 shares of its common stock at the price per share to be received by the Selling Stockholders in the Offering (the “Share Repurchase”). The Offering is not conditioned upon the closing of the Share Repurchase, but the Share Repurchase is conditioned upon the closing of the Offering. The Share Repurchase will be conducted pursuant to Innovex’s existing share repurchase program.

J.P. Morgan, Citigroup, Jefferies, and Piper Sandler are acting as joint book-running managers for the Offering. The Offering is being made only by means of a prospectus supplement and the accompanying base prospectus, which was filed as part of a shelf registration statement on Form S-3 (File No. 333-282178), which was filed with the Securities and Exchange Commission (the “SEC”) on September 17, 2024, and became effective on October 1, 2024. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the Offering. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the Offering, as well as copies of the final prospectus supplement once available, may be obtained for free on the SEC’s website at www.sec.gov or by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at [email protected] and [email protected]; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 (Tel: 800-831-9146); Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, or by telephone at 877-821-7388, or by e-mail at [email protected] or Piper Sandler & Co., Attention: Prospectus Department, 350 North 5th Street, Suite 1000, Minneapolis, Minnesota 55401, by telephone at (800) 747-3924, or via email at [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Innovex International, Inc.

Innovex International, Inc (NYSE: INVX) is a Houston-based company established in 2024 following the merger of Dril-Quip, Inc. and Innovex Downhole Solutions, Inc. With locations throughout North America, Latin America, Europe, the Middle East and Asia, Innovex designs, manufactures, sells and rents mission critical engineered products to the global oil and natural gas industry.

Forward-Looking Statements

Certain statements contained in this press release and oral statements made regarding the matters addressed in this release constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Innovex’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.

Forward-looking statements can be identified by the use of forward-looking terminology including “may,” “believe,” “expect,” “intend,” “anticipate,” “plan,” “should,” “estimate,” “continue,” “potential,” “will,” “hope” or other similar words and include the Company’s expectation of future performance contained herein. These statements discuss future expectations, contain projections of results of operations or of financial condition, or state other “forward-looking” information, including without limitation statements regarding the proposed Offering and the Share Repurchase described above. You are cautioned not to place undue reliance on any forward-looking statements, which can be affected by assumptions used or by risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors noted in the Company’s Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and the other documents that the Company files with the Securities and Exchange Commission. The risk factors and other factors noted therein could cause actual results to differ materially from those contained in any forward-looking statement. Innovex disclaims any duty to update and does not intend to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release, except as may be required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260225319664/en/

Investor Relations Contact

Eric Wells

Chief of Staff

[email protected]

(346) 398-0000

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Oil/Gas Energy

MEDIA:

Logo

February 25, 2026 10:34 pm

Vir Biotechnology Announces Pricing of Public Offering of Common Stock

Vir Biotechnology Announces Pricing of Public Offering of Common Stock

SAN FRANCISCO–(BUSINESS WIRE)–
Vir Biotechnology, Inc. (Nasdaq: VIR), a clinical-stage biopharmaceutical company focused on powering the immune system to transform lives by discovering and developing medicines for serious infectious diseases and cancer, today announced the pricing of its underwritten public offering of 17,647,058 shares of its common stock at a price to the public of $8.50 per share. The gross proceeds to Vir Biotechnology from the offering are expected to be $150 million, before deducting underwriting discounts and commissions and estimated offering expenses. In addition, Vir Biotechnology has granted the underwriters a 30-day option to purchase up to an additional 2,647,058 shares of its common stock at the public offering price, less underwriting discounts and commissions. All of the shares in the offering are being sold by Vir Biotechnology. Closing of the offering is expected to occur on February 27, 2026, subject to customary closing conditions.

Goldman Sachs & Co. LLC, Leerink Partners, Evercore ISI and Barclays are acting as book-running managers for the offering.

The shares described above are being offered pursuant to an automatically effective shelf registration statement on Form S-3 that was filed with the U.S. Securities and Exchange Commission, or the SEC, on November 3, 2023. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering was filed with the SEC on February 24, 2026. The final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and may be obtained, when available, by contacting: Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526, or by email at [email protected]; Leerink Partners LLC, Attn: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525, ext. 6105, or by email at [email protected]; Evercore Group L.L.C., Attn: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, or by telephone at (888) 474-0200, or by email at [email protected]; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (888) 603-5847, or by email at [email protected]; or by accessing the SEC’s website at www.sec.gov.

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

About Vir Biotechnology, Inc.

Vir Biotechnology, Inc. is a clinical-stage biopharmaceutical company focused on powering the immune system to transform lives by discovering and developing medicines for serious infectious diseases and cancer. Its clinical-stage portfolio includes programs for chronic hepatitis delta and multiple PRO-XTEN^® dual-masked T-cell engagers across validated targets in solid tumor indications. Vir Biotechnology also has a portfolio of preclinical programs across a range of infectious diseases and oncologic malignancies.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “should,” “could,” “may,” “might,” “will,” “plan,” “potential,” “aim,” “expect,” “anticipate,” “promising” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements regarding the completion of the offering. Many factors may cause differences between current expectations and actual results, including, without limitation, risks and uncertainties related to the satisfaction of the customary closing conditions related to the offering. In light of these risks and uncertainties, the events or circumstances referred to in the forward-looking statements may not occur. The actual results may vary from the anticipated results, and the variations may be material. You are cautioned not to place undue reliance on these forward-looking statements, which are based on Vir Biotechnology’s available information, expectations and assumptions as of the date of this press release. Other factors that may cause Vir Biotechnology’s actual results to differ from those expressed or implied in the forward-looking statements in this press release are discussed in the section titled “Risk Factors” of Vir Biotechnology’s Annual Report on Form 10-K, filed with the SEC on February 23, 2026, and in the preliminary prospectus supplement relating to the offering. Except as required by law, Vir Biotechnology assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Vir Biotechnology has exclusive rights to the universal PRO-XTEN^® masking platform for oncology and infectious disease. PRO-XTEN^® is a trademark of Amunix Pharmaceuticals, Inc., a Sanofi company.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260225619481/en/

Media

Caren Scannell

Director, Communications

[email protected]

Investors

Kiki Patel, PharmD

Head of Investor Relations

[email protected]

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Oncology Health Infectious Diseases Clinical Trials Pharmaceutical Biotechnology

MEDIA:

Logo

February 25, 2026 9:03 pm

WTW appoints Han Wei Fong as new Country Leader for Singapore

SINGAPORE, Feb. 25, 2026 (GLOBE NEWSWIRE) — WTW (NASDAQ: WTW), a leading global advisory, broking and solutions company, today announced the appointment of Han Wei Fong as Country Leader for Singapore, effective 1 March 2026.

Han Wei will hold dual capacity, continuing his current position as Head of Health & Benefits, Singapore, alongside his new country leadership responsibilities.

Han Wei joined WTW in September last year and brings deep industry experience in health and benefits consulting and broking to WTW. He plays a key role in leading the development and growth of the firm’s Health & Benefits business in Singapore, with a strong focus on delivering exceptional value to clients through innovative employee benefits design and implementation.

Commenting on the appointment, Luke Ware, Head of Asia, said: “I am very pleased that Han Wei has stepped into this expanded leadership role. He brings a strong track record in building high-performing teams and delivering meaningful outcomes for clients. Since joining WTW, he has demonstrated a clear commitment to collaboration, operational excellence and talent development.

“I am confident that, as Country Leader of Singapore, Han Wei will continue to strengthen our position across our business segments and support our colleagues to deliver strong results for our clients, as well as build a culture that makes WTW the best place for our people to succeed.”

Han Wei has over 15 years of experience in the industry, including managing multi-country deliverables for portfolios of global and regional companies in Asia. Prior to WTW, he has led businesses in global broking implementation, retirement advisory, benefits plan design review and benchmarking, alternative financial strategy, merger and acquisition, and actuarial claims analytics.

About WTW

At WTW (NASDAQ: WTW), we provide data-driven, insight-led solutions in the areas of people, risk and capital. Leveraging the global view and local expertise of our colleagues serving 140 countries and markets, we help organizations sharpen their strategy, enhance organizational resilience, motivate their workforce and maximize performance.

Working shoulder to shoulder with our clients, we uncover opportunities for sustainable success—and provide perspective that moves you. Learn more at wtwco.com.

Media contact

Clara Goh: +65 6958 2542
[email protected]

February 25, 2026 9:03 pm

FS Bancorp, Inc. and Pacific West Bancorp to Merge

MOUNTLAKE TERRACE, Wash., Feb. 25, 2026 (GLOBE NEWSWIRE) — FS Bancorp, Inc. (“FS Bancorp”) (NASDAQ: FSBW) and Pacific West Bancorp (“Pacific West”) (OTCPK: PWBK) announced today the signing of a definitive merger agreement and plan of merger (the “Agreement”) whereby Pacific West will merge into FS Bancorp in a stock and cash transaction valued at approximately $34.6 million. As of December 31, 2025, on a pro forma consolidated basis, the combined company would have approximately $3.6 billion in assets, $3.0 billion in loans, $3.0 billion in deposits, and 31 branch locations throughout the Pacific Northwest.

Pacific West, headquartered in West Linn, Oregon, is the holding company for Pacific West Bank, with approximately $386 million in assets as of December 31, 2025. Pacific West Bank primarily serves the Greater Portland metropolitan area with four branch locations in Portland, Vancouver, West Linn, and Lake Oswego.

Matthew Mullet, President of FS Bancorp and Chief Executive Officer of 1st Security Bank of Washington, commented, “This partnership with Pacific West represents a compelling step forward in our continued expansion across the Pacific Northwest. Pacific West has built a customer focused commercial banking franchise with deep roots in the Portland-Vancouver metro area. Combining our organizations brings together complementary strengths that enhance our ability to serve our customers and communities.”

Jason Wessling, President and Chief Executive Officer of Pacific West, stated, “We are excited to join FS Bancorp, a company that shares our commitment to relationship banking and community engagement. This merger provides Pacific West with access to broader capital resources, enhanced technology, and a wider suite of products and services that will benefit our customers, employees, and the communities we serve.”

Under terms of the Agreement, the aggregate consideration will consist of 430,176 shares of FS Bancorp common stock and $16,832,742 in cash. Pacific West shareholders will have the right to elect shares of FS Bancorp common stock or cash, subject to proration as provided in the Agreement. Based on the closing price of FS Bancorp common stock of $41.26 on February 25, 2026, the consideration value for Pacific West was $34.6 million, or approximately $12.52 per share. Upon completion of the merger, Pacific West shareholders would hold, in aggregate, approximately 5.4% of FS Bancorp’s outstanding common stock.

The transaction is expected to be immediately accretive to FS Bancorp’s earnings per share, with projected 2027 EPS accretion of 7.4%, and dilutive to FS Bancorp’s tangible book value with projected TBV dilution at close of 2.2% and an earnback period of approximately 2.4 years.

The boards of directors of FS Bancorp and Pacific West have unanimously approved the proposed merger. The closing is expected to occur in the third quarter of 2026 and is subject to customary closing considerations, including obtaining approval by Pacific West’s shareholders and bank regulatory authorities.

D.A. Davidson & Co. served as financial advisor to FS Bancorp and Breyer & Associates PC served as legal counsel. Raymond James & Associates, Inc. served as financial advisor to Pacific West and Buchalter APC served as legal counsel.

About FS Bancorp, Inc.

FS Bancorp, Inc., a Washington corporation, is the holding company for 1st Security Bank of Washington. The Bank offers a range of loan and deposit services primarily to small- and middle-market businesses and individuals in Washington and Oregon. It operates through 27 Bank branches, one headquarters office that provides loans and deposit services, and loan production offices in various suburban communities. These offices are in the greater Puget Sound area, the Kennewick-Pasco-Richland metropolitan area of Washington, also known as the Tri-Cities, and in Vancouver, Washington.

About Pacific West Bancorp

Pacific West Bank was formed in 2004 by local businesspeople to deliver loan and deposit product solutions through experienced and professional bankers to businesses, nonprofits, professionals, and individuals. The Bank serves the greater Portland-Vancouver Metro area with offices strategically located in Downtown Portland, Lake Oswego, West Linn, and Vancouver, WA.

Forward-Looking Statements

This press release contains forward-looking statements regarding FS Bancorp, Pacific West, the proposed merger and the combined company after the close of the transaction that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These statements involve inherent risks, uncertainties and contingencies, many of which are difficult to predict and are generally beyond the control of FS Bancorp, Pacific West and the combined company. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by FS Bancorp and Pacific West with the Securities and Exchange Commission (the “SEC”), risks and uncertainties for each institution and the combined institution include, but are not limited to, the following factors: the expected cost savings, synergies and other financial benefits from the merger might not be realized within the expected time frames or at all; governmental approval of the merger may not be obtained or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; conditions to the closing of the merger may not be satisfied; the shareholders of Pacific West may fail to approve the consummation of the merger; the integration of the combined company, including personnel changes/retention, might not proceed as planned; and the combined company might not perform as well as expected. All forward-looking statements included in this communication are based on information available at the time of the communication. FS Bancorp and Pacific West undertake no obligation to revise or publicly release any revision or update to these forward-looking statements to reflect new information, future events or circumstances or otherwise that occur after the date on which such statements were made. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

Additional Information

FS Bancorp will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a proxy statement of Pacific West that also constitutes a prospectus of FS Bancorp, which will be sent to the shareholders of Pacific West. Pacific West shareholders are advised to read the proxy statement/prospectus when it becomes available because it will contain important information about FS Bancorp, Pacific West and the proposed transaction. When filed, this document and other documents relating to the merger filed by FS Bancorp can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing FS Bancorp’s website at www.fsbwa.com under the tab “Investor Relations” and then under “SEC Filings.” Alternatively, these documents, when available, can be obtained free of charge from FS Bancorp upon written request to FS Bancorp, Inc., Attn: Investor Relations, 6920 220th Street SW, Mountlake Terrace, Washington 98043 or by calling (425) 771-5299.

Participants In This Transaction

FS Bancorp, Pacific West and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Pacific West shareholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of FS Bancorp may be found in the definitive proxy statement of FS Bancorp filed with the SEC by FS Bancorp on April 7, 2025. This definitive proxy statement can be obtained free of charge from the sources indicated above. Information about the directors and executive officers of Pacific West will be included in the proxy statement/prospectus when filed with the SEC. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available.

Investor Contacts

FS Bancorp, Inc.

Phone: (425) 771-5299
Matthew D. Mullet, President of FS Bancorp and Chief Executive Officer of 1st Security Bank
Phillip D. Whittington, Chief Financial Officer of FS Bancorp

Pacific West Bancorp

Phone: (503) 912-2101
Jason Wessling, President and Chief Executive Officer

February 25, 2026 9:02 pm

Larimar Therapeutics Announces Pricing of Upsized $100 Million Underwritten Public Offering

BALA CYNWYD, Pa., Feb. 25, 2026 (GLOBE NEWSWIRE) — Larimar Therapeutics, Inc. (“Larimar”) (Nasdaq: LRMR), a clinical-stage biotechnology company focused on developing treatments for complex rare diseases, today announced the pricing of its upsized underwritten public offering of 20,000,000 shares of its common stock at a price to the public of $5.00 per share. The aggregate gross proceeds to Larimar from this offering are expected to be $100 million, before deducting underwriting discounts and commissions and other offering expenses. In addition, Larimar has granted the underwriters a 30-day option to purchase up to an additional 3,000,000 shares of its common stock at the public offering price, less underwriting discounts and commissions. All shares of common stock are being offered by Larimar. The offering is expected to close on or about February 27, 2026, subject to the satisfaction of customary closing conditions.

J.P. Morgan and Guggenheim Securities are acting as joint bookrunning managers for the offering. LifeSci Capital and William Blair are acting as bookrunners for the offering. Citizens Capital Markets is acting as lead manager for the offering, and Jones is acting as co-manager for the offering.

Larimar intends to use the net proceeds from the offering to support the development of nomlabofusp and for working capital and general corporate purposes, including research and development expenses and commercialization expenses.

The offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-279275) that was declared effective by the Securities and Exchange Commission (“SEC”) on May 24, 2024. A preliminary prospectus supplement and accompanying prospectus relating to the offering was filed with the SEC on February 25, 2026 and is available for free on the SEC’s website at www.sec.gov. A final prospectus supplement with the final terms of the offering and accompanying prospectus will be filed with the SEC and will be available for free on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at [email protected] and [email protected]; or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544 or by email at [email protected].

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

About
Larimar Therapeutics,
Inc.

Larimar Therapeutics, Inc. (Nasdaq: LRMR), is a clinical-stage biotechnology company focused on developing treatments for complex rare diseases. Larimar’s lead compound, nomlabofusp, is being developed as a potential treatment for Friedreich’s ataxia. Larimar also plans to use its intracellular delivery platform to design other fusion proteins to target additional rare diseases characterized by deficiencies in intracellular bioactive compounds.

Caution
Regarding
Forward-Looking
Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend,” or similar expressions, or statements regarding intent, belief, or current expectations are forward-looking statements and reflect the current beliefs of Larimar’s management. Such forward-looking statements include, without limitation, statements relating to the timing for completion of the public offering, and the use of proceeds and anticipated total gross proceeds from the public offering of common stock. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors that could cause actual results and events to differ materially and adversely from those indicated by such forward-looking statements including, among others: risks and uncertainties related to market conditions and the satisfaction of customary closing conditions related to the public offering, completion of the public offering, and other risks and uncertainties related to the public offering, as well as the risks and uncertainties set forth in the “Risk Factors” section and elsewhere in the prospectus supplement related to the public offering filed with the Securities and Exchange Commission and in our other filings with the Securities and Exchange Commission and available at www.sec.gov, including but not limited to Larimar’s periodic reports, including Larimar’s most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. Any forward-looking statements that we make in this announcement speak only as of the date of this press release, and Larimar assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise after the date of this press release, except as required under applicable law.

Investor
Contact:

Joyce Allaire
LifeSci Advisors [email protected]
(212) 915-2569

Company Contact:

Michael Celano
Chief Financial Officer
[email protected]
(484) 414-2715

February 25, 2026 8:53 pm

Draganfly Announces Pricing of US$50.0 Million Registered Direct Offering

Saskatoon, SK., Feb. 25, 2026 (GLOBE NEWSWIRE) — Draganfly Inc. (NASDAQ: DPRO) (CSE: DPRO) (FSE: 3U8A) (“Draganfly” or the “Company”), an award-winning developer of drone solutions, software, and robotics, today announced the pricing of a registered direct offering to purchase 7,150,000 common shares (or pre-funded warrants in lieu thereof) of the Company (each, a “Common Share” or “Pre-Funded Warrant”), at a price of US$7.00, for gross proceeds of approximately US$50.0 million, before deducting placement agent discounts and offering expenses (the “Offering”).

Maxim Group LLC is acting as lead placement agent for the Offering. Raymond James Ltd. and Ladenburg Thalmann & Co. Inc. are acting as co-placement agents for the offering.

Draganfly currently intends to use the net proceeds from the Offering for general corporate purposes, including to fund its capabilities to meet demand for its new products including growth initiatives and/or for working capital requirements including the continuing development and marketing of the Company’s core products, potential acquisitions and research and development. The Offering is expected to close on or about February 27, 2026, subject to the satisfaction of customary closing conditions.

The Offering is subject to customary closing conditions including receipt of all necessary regulatory approvals, including approval of the Canadian Securities Exchange and notification to the Nasdaq Stock Market.

The Offering is being made pursuant to an effective shelf registration statement on Form F-10, as amended, (File No. 333-290823) previously filed with and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on February 25, 2026 and the Company’s Canadian short form base shelf prospectus dated October 24, 2025 (the “Base Shelf Prospectus”). Draganfly will offer and sell the securities in the United States only. No securities will be offered or sold to Canadian purchasers.

A prospectus supplement and accompanying Base Shelf Prospectus relating to the Offering and describing the terms thereof will be filed with the applicable securities commissions in Canada and with the SEC in the United States and will be available for free by visiting the Company’s profiles on the SEDAR+ website maintained by the Canadian Securities Administrators at www.sedarplus.ca or the SEC’s website at www.sec.gov, as applicable. Copies of the prospectus supplement and accompanying Base Shelf Prospectus relating to the Offering may be obtained, when available, by contacting Maxim Group LLC, at 300 Park Avenue, 16^th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at [email protected].

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

About Draganfly

Draganfly Inc. (NASDAQ: DPRO; CSE: DPRO; FSE: 3U8A) is a pioneer in drone solutions, AI-driven software, and robotics. With over 25 years of innovation, Draganfly has been at the forefront of drone technology, providing solutions for public safety, agriculture, industrial inspections, security, mapping, and surveying. The Company is committed to delivering efficient, reliable, and industry-leading technology that helps organizations save time, money, and lives.

For more information, visit www.draganfly.com.
For investor details, visit:
NASDAQ (DPRO)
CSE (DPRO)
FSE (3U8A)

Media Contact

Erika Racicot
Email: [email protected]

Company Contact

Cameron Chell
Chief Executive Officer
(306) 955-9907
[email protected]

Forward Looking Statements

Certain statements contained in this news release may constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws. Such statements, based as they are on the current expectations of management, inherently involve numerous important risks, uncertainties and assumptions, known and unknown. In this news release, such forward-looking statements include, but are not limited to, statements regarding the timing, size and expected gross proceeds of the Offering, the satisfaction of customary closing conditions related to the Offering and sale of securities, the intended use of proceeds, and Draganfly’s ability to complete the Offering. Closing of the Offering is subject to numerous factors, many of which are beyond Draganfly’s control, including but not limited to, the failure of the parties to satisfy certain closing conditions, and other important factors disclosed previously and from time to time in Draganfly’s filings with the securities regulatory authorities in the Canadian provinces of British Columbia, Ontario and Saskatchewan and with the SEC. Actual future events may differ from the anticipated events expressed in such forward-looking statements. Draganfly believes that expectations represented by forward-looking statements are reasonable, yet there can be no assurance that such expectations will prove to be correct. The reader should not place undue reliance, if any, on any forward-looking statements included in this news release. These forward-looking statements speak only as of the date made, and Draganfly is under no obligation and disavows any intention to update publicly or revise such statements as a result of any new information, future event, circumstances or otherwise, unless required by applicable securities laws.‎ Investors are cautioned not to unduly rely on these forward-looking statements and are encouraged to read the Offering documents, as well as Draganfly’s continuous disclosure documents, including its current annual information form, as well as its audited annual consolidated financial statements which are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.

February 25, 2026 8:41 pm

Strategy World 2026 Declares a New Era for Enterprise AI, Honors Customer and Partner Innovation

Strategy World 2026 Declares a New Era for Enterprise AI, Honors Customer and Partner Innovation

LAS VEGAS–(BUSINESS WIRE)–
Strategy Inc, a pioneer in AI-powered business intelligence, today announced key highlights from Strategy World 2026, currently taking place in Las Vegas (February 23–26). Under the theme “Freedom by Design,” the event has served as a turning point for the agentic enterprise.

The Death of Traditional Software

In a provocative opening keynote, CEO Phong Le declared the traditional era of enterprise software, business intelligence (BI), and data warehousing effectively over. Le argued that these rigid technologies are being replaced by a new paradigm built on AI and enterprise sovereignty.

“For a new era to begin, another must end. Enterprise software is broken. We are moving toward an unimagined ideal of ‘business omniscience’ — where AI agents understand your organization, your culture, and your systems fully. Strategy is at the center of this resurgence.”

— Phong Le, President & CEO, Strategy

Mosaic: The Universal Semantic Layer

EVP and Chief Product Officer Saurabh Abhyankar unveiled the latest advancements for Strategy Mosaic, the universal semantic layer that acts as the “brain of the enterprise.” Abhyankar demonstrated how Mosaic enables AI agents to speak the language of business by providing a single source of truth for governed data.

Recent and immediate innovations include:

Model Linking: Empowering cross-functional teams to link disparate data models (e.g., Sales, Finance, and Marketing) into a single, governed enterprise fabric.
Mosaic Sentinel: A comprehensive governance suite featuring risk management, anomaly detection, and cost intelligence for fleets of AI agents.
Open Ecosystem Integration: Enhanced support for the Model Context Protocol (MCP) and the Open Semantic Interchange (OSI), ensuring that Strategy’s semantic layer remains open, portable, and version-controlled via Git.

“Human progress is a story of abstraction. By moving from manual data engineering to high-level business semantics, we unlock a massive leap in productivity. Mosaic ensures that AI understands your business — what ‘revenue’ means to you, and what rules govern your growth.”

— Saurabh Abhyankar, EVP and Chief Product Officer, Strategy

Looking ahead, Strategy is developing AI-Generated Ontologies, a capability that will allow enterprises to automatically map the relationships within their business, how customers interact with products, how sales connect to finance, how operations link to outcomes, without manual data engineering. The result is a continuously updated digital twin of the organization that AI can reason over in real time.

A Vision for Digital Capital

Executive Chairman Michael Saylor closed the main stage sessions with a bold vision for the future of corporate finance, framing Bitcoin as “Digital Capital”—the ultimate reserve asset for the 21st century. Saylor detailed how Strategy’s “fortress balance sheet” of $45 billion (as of February 24, 2026) provides the stability and long-term preference required to lead the next 30 years of technology innovation.

Strategy Customer Awards 2026

These awards recognize organizations that demonstrated remarkable value in their data and analytics practices over the past year in partnership with Strategy.

Innovation Award: Lotte Department Store

Lotte Department Store became the first Strategy customer to deploy Auto 2.0 in production. Their retail agents have driven a 70% increase in analytics process efficiency, proving the transformative power of next-generation AI-powered analytics.

Customer Experience Award: Porsche Cars North America

Porsche Cars North America leverages Strategy’s semantic layer and AI analytics across 200+ Porsche Centers, achieving faster Aftersales case resolution times with average working days reduced by 7.3% for parts support, 5.4% for warranty processing, and 8.9% for quality support responses year-over-year.

Strategy’s Partner of the Year Awards 2026

These awards recognize Strategy partners who have made exceptional contributions and an unwavering commitment to driving innovation and customer success within the business intelligence industry.

Global Cloud Hyperscaler of the Year: Google Cloud

Best Prospecting Partner of the Year: CAUSE + EFFECT Strategy

North American Partner of the Year: Infocepts

Federal Partner of the Year: Data Meaning

Latin America Partner of the Year: Latino BI Consulting

Strategy World 2027

Strategy World 2027 will take place from March 8–11, 2027, in Orlando, Florida. Registration is now open at https://www.strategy.com/world27/register.

About Strategy

Strategy Inc (Nasdaq: STRF/STRC/STRK/STRD/MSTR; LuxSE: STRE) is the world’s first and largest Bitcoin Treasury Company. We pursue financial innovation strategies designed to generate value from our bitcoin holdings, including developing and issuing novel fixed-income instruments that provide investors varying degrees of economic exposure to bitcoin. In addition, we are an industry leader in AI-powered enterprise analytics software, advancing our vision of Intelligence Everywhere™. We believe our combination of active bitcoin-focused capital management and a scaled operating software business positions us for long-term value creation across both digital asset and enterprise analytics markets

Strategy, Strategy Mosaic, and Strategy World are either trademarks or registered trademarks of Strategy Inc in the United States and certain other countries. Other product and company names mentioned herein may be the trademarks of their respective owners. For more information about Strategy, visit www.strategysoftware.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260225319461/en/

Strategy Public Relations:

[email protected]

KEYWORDS: Nevada United States North America

INDUSTRY KEYWORDS: Software Cryptocurrency Artificial Intelligence Data Management Web3 Professional Services Technology Other Technology

MEDIA:

Logo