Tempus Announces Pricing of Upsized Offering of $400.0 Million of Convertible Senior Notes

Tempus Announces Pricing of Upsized Offering of $400.0 Million of Convertible Senior Notes

CHICAGO–(BUSINESS WIRE)–
Tempus AI, Inc. (“Tempus”) (NASDAQ: TEM), a technology company leading the adoption of AI to advance precision medicine and patient care, today announced the pricing of $400.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the “Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the Offering was increased from the previously announced offering size of $350.0 million.

Tempus also granted the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $60.0 million aggregate principal amount of Notes. The sale of the Notes to the initial purchasers is expected to close on May 12, 2026, subject to customary closing conditions.

The Notes will be general unsecured obligations of Tempus and will not bear regular interest and the principal amount of the notes will not accrete. The Notes will mature on May 15, 2032, unless earlier converted, redeemed or repurchased.

Tempus estimates that the net proceeds from the Offering will be approximately $384.1 million (or approximately $441.9 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting the initial purchasers’ discounts and commissions and estimated Offering expenses payable by Tempus.

Tempus expects to use the net proceeds from the Offering to repay in full $307.7 million of outstanding loans under its senior secured credit facilities, plus accrued and unpaid interest and other fees, to pay the approximately $27.2 million cost of the capped call transactions described below, and for general corporate purposes, which may include acquisitions or strategic investments in complementary businesses or technologies, working capital, operating expenses, capital expenditures and repayment of additional indebtedness. If the initial purchasers exercise their option to purchase additional Notes, Tempus expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions and for the general corporate purposes described above.

Noteholders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding February 15, 2032 only if one or more specific conditions are met. On or after February 15, 2032 until the close of business on the second scheduled trading day immediately preceding the maturity date, the Notes will be convertible in integral multiples of $1,000 principal amount at the option of the noteholders at any time regardless of these conditions. Upon conversion, Tempus will pay or deliver, as the case may be, cash, shares of Tempus’ Class A common stock, par value $0.0001 per share (the “Class A common stock”) or a combination of cash and shares of Class A common stock, at its election.

The conversion rate will initially be 14.4388 shares of Class A common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $69.26 per share of Class A common stock, which represents a conversion premium of approximately 40% to the last reported sale price of the Class A common stock on the Nasdaq Global Select Market on May 7, 2026). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid special interest, if any. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if Tempus delivers a notice of redemption, Tempus will, in certain circumstances, increase the conversion rate of the Notes for a noteholder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period, as the case may be.

Tempus may not redeem the Notes prior to May 21, 2029. Tempus may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation described below), at its option, on a redemption date on or after May 21, 2029 if the last reported sale price of the Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Tempus provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. If Tempus redeems fewer than all of the outstanding Notes, at least $75 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant notice of redemption.

If Tempus undergoes a “fundamental change” (as defined in the indenture that will govern the Notes), then, subject to certain conditions and limited exceptions, noteholders may require Tempus to repurchase for cash all or any portion of their Notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.

In connection with the pricing of the Notes, Tempus entered into privately negotiated capped call transactions with one of the initial purchasers or its affiliate and other financial institutions (the “Option Counterparties”). The capped call transactions cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to the Class A common stock upon any conversion of Notes and/or offset any cash payments Tempus is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.

The cap price of the capped call transactions relating to the Notes will initially be $98.94, which represents a premium of 100% over the last reported sale price of the Class A common stock on the Nasdaq Global Select Market on May 7, 2026, and is subject to certain adjustments under the terms of the capped call transactions.

In connection with establishing their initial hedges of the capped call transactions, Tempus expects the Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to the Class A common stock and/or purchase shares of Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Class A common stock or the Notes at that time.

In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Class A common stock and/or purchasing or selling Class A common stock or other securities of Tempus in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during the 20 trading day period beginning on the 21st scheduled trading day prior to the maturity date of the Notes, or, to the extent Tempus exercises the relevant election under the capped call transactions, following any repurchase, redemption or conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of the Class A common stock or the Notes which could affect a noteholder’s ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes.

The Notes and any shares of Class A common stock issuable upon conversion of the Notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

About Tempus

Tempus is a technology company advancing precision medicine through the practical application of artificial intelligence in healthcare. With one of the world’s largest libraries of multimodal data, and an operating system to make that data accessible and useful, Tempus provides AI-enabled precision medicine solutions to physicians to deliver personalized patient care and in parallel facilitates discovery, development and delivery of optimal therapeutics. The goal is for each patient to benefit from the treatment of others who came before by providing physicians with tools that learn as the company gathers more data.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the proposed Offering, including statements concerning the proposed terms of the Notes and the capped call transactions, the anticipated completion, timing and size of the proposed Offering of the Notes and the capped call transactions, the anticipated use of proceeds from the Offering, and the potential impact of the foregoing or related transactions on dilution to holders of the Class A common stock and the market price of the Class A common stock or the Notes or the conversion price of the Notes. These forward-looking statements are based on Tempus’ current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Tempus’ actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions. These and other risks are more fully described in Tempus’ filings with the Securities and Exchange Commission (“SEC”), including in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026, as well as other filings Tempus may make with the SEC in the future. Tempus undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Tempus Communications

Hanah Heintzelman

[email protected]

Tempus Investor Relations

Elizabeth Krutoholow

[email protected]

KEYWORDS: Illinois United States North America

INDUSTRY KEYWORDS: Technology Health Technology Health Artificial Intelligence

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Faraday Future Announces Strategic Partnership Between FF AI-Robotics and Boston International Business School to Launch the BIBS–FF AI Robotics Institute, the First Industry-Driven Physical AI and Robotics Institute in the United States

Faraday Future Announces Strategic Partnership Between FF AI-Robotics and Boston International Business School to Launch the BIBS–FF AI Robotics Institute, the First Industry-Driven Physical AI and Robotics Institute in the United States

OMAHA, Neb.–(BUSINESS WIRE)–
Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future”, “FF” or the “Company”), a California-based global Embodied AI (EAI) ecosystem company, today announced the execution of a Memorandum of Understanding establishing a strategic partnership between FF AI-Robotics and Boston International Business School (“BIBS”) to jointly establish the BIBS–FF AI Robotics Institute (the “Institute”). The signing and launch ceremony were held in Omaha during the Berkshire Hathaway Annual Shareholders Meeting. Definitive agreements will be negotiated and are subject to approval by the FF Board of Directors.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260507040912/en/

Faraday Future Announces Strategic Partnership Between FF AI-Robotics and Boston International Business School to Launch the BIBS–FF AI Robotics Institute, the First Industry-Driven Physical AI and Robotics Institute in the United States

Faraday Future Announces Strategic Partnership Between FF AI-Robotics and Boston International Business School to Launch the BIBS–FF AI Robotics Institute, the First Industry-Driven Physical AI and Robotics Institute in the United States

The Institute is positioned as the first industry-driven Physical AI and Robotics Institute in the United States integrating education, robot deployment, and data infrastructure.

This collaboration marks a significant milestone in advancing Physical AI and robotics education by deeply integrating real-world robot deployment, educational systems, and large-scale data generation to build next-generation Physical AI infrastructure.

Building the Ecosystem for the Physical AI Era

In recent years, artificial intelligence has been transitioning from the digital world into the physical world. As the first company in the United States to deliver both humanoid robots and bionic quadruped robots, FF AI-Robotics is committed not only to developing advanced robotic products, but also to building a comprehensive ecosystem that integrates EAI Device, EAI Brain & open-source open platform, and a decentralized data factory.

The Institute is not building a school, but aims to build the infrastructure layer for Physical AI talent, deployment, and data.

More importantly, the Institute aims to define talent standards for the Physical AI era, data standards for real-world AI training, application and deployment standards for large-scale use cases, and industry-level certification standards for robotics and Physical AI.

Education as the First FF AI-Robotics Application Scenario

Within the Institute, every student, every robot, and every deployment will continuously generate data to train the next generation of Physical AI systems.

By deeply integrating robotics into educational environments, the Institute will not only serve as a talent development platform, but also as a critical source of data and a key entry point for the continuous evolution of AI systems.

Boston International Business School (“BIBS”) was co-founded by Professor Pedro Nueno, Co-founder and Founding Dean of CEIBS and Professor at IESE Business School, widely recognized as one of the key architects of modern global business education systems, and professor Liya Rong, Co-founder of BIBS, former publisher of Harvard China Review, former co-founder of Peking University School of Transnational Law, and former advisor to the President of Cornell University.

Both founders bring extensive experience in global education systems, particularly in modern business school development, entrepreneurship, and international resource integration.

The Institute also announced its inaugural faculty and co-program directors, including: Prof. Peng Jin of Peking University; Jing Zhao Cesarone, Chair of the Global CSR Foundation and Global Chair of AI Universal Education Day; John Li, Senior Specialist in Information Security and AI Risk Management at Stanford University; Dr. Jason Dou, Harvard postdoctoral researcher and founder of Marbella AI; Dr. Mark Tang, globally recognized cross-border biopharma leader, healthcare investor, and Harvard T.H. Chan School of Public Health alumnus; Frank Cownie, former Mayor of Des Moines; Dr. Selena Wu, University of Pennsylvania postdoctoral researcher and founder of the Global Artificial Intelligence Alliance (GAIA) and Penn Global Artificial Intelligence Alliance (PGAIA); Xiaozhe Yan, President of US Education Without Borders; He Ping, renowned AI novelist and founder of Binghe AI Arts; QiQi Zhang, Co-Founder of StoryClaw; Joseph Cirnigliaro, distinguished media host and political strategist; Ugoji A. Eze, distinguished barrister; Dr. Jeannie Yi, prominent New York–based AI film producer; Jeff Ye, renowned New York–based RWA art expert; along with a number of Silicon Valley AI experts, New York AI investors, and other Ph.D.s from top universities and AI industry leaders.

This partnership represents a deep integration of world-class educational resources and cutting-edge AI robotics technology, laying the foundation for the next-generation Physical AI ecosystem.

Institute Focus and Certification System

The BIBS–FF AI Robotics Institute will focus on cultivating professional talent for the AI and robotics industry, delivering strategic thinking, domain knowledge, and practical skills to young learners, industry professionals, and entrepreneurs.

Key areas will include developer talent incubation for both professionals and youth, robotics vocational skills training and certification systems, entrepreneur empowerment and industrial innovation, as well as robotics research and applied education.

At the same time, the Institute will establish a global Physical AI certification system, covering:

robot operation and deployment capabilities, AI development and system integration, multi-scenario automation and solution design, robotic data collection and teleoperation, as well as robot maintenance and upgrades.

The goal is to become a standard-setting authority for talent development and professional certification in the Physical AI field.

Global Call for Academic Partners

The Institute is now officially launching its first global call for partner institutions, including vocational training organizations, K-12 schools, community colleges, universities, and engineering and technical institutions.

Partner institutions will gain access to real robotic system deployment and teaching resources, standardized curriculum and certification systems, hands-on opportunities connected to real industry scenarios, and internship opportunities for outstanding students at FF AI-Robotics.

Through this collaboration, partners can significantly enhance student employability and competitiveness.

Together, we aim to build the talent development system for the Physical AI era and drive the deep integration of education and industry.

“Education must evolve alongside industry. This collaboration represents a new model that closely integrates learning, practice, and innovation, and will cultivate truly industry-ready talent for the Physical AI era.” Pedro Nueno, Co-founder of BIBS said.

Professor Liya Rong, Co-founder of BIBS and Founding Co-Dean of the Institute, said: “The Institute is not only an educational platform, but also an important bridge connecting global educational resources with industrial innovation. We hope this platform will enable more students and institutions to participate in the development of Physical AI.”

“We are entering a new era of Physical AI, where intelligence moves from the digital world into the real world. Education is the first application scenario for our robots,” said Chris Chen, Co-CEO of FF AI-Robotics. Liya Rong, Founding Co-Dean of the Institute said, “the Institute will build a comprehensive platform integrating talent, robot deployment, developers, and Physical AI data. This is not just an educational collaboration—it is an infrastructure-level innovation in AI and robotics, and a step toward establishing industry standards.”

ABOUT FARADAY FUTURE

Faraday Future is a California-based global Embodied AI (EAI) ecosystem Company founded in 2014 and is dedicated to reshaping the future of mobility through vehicle electrification, intelligent technologies, and AI innovation. Its flagship vehicle, the FF 91, began deliveries in 2023 and reflects the brand’s pursuit of ultra-luxury, cutting-edge technology, and high performance. FF’s second brand, FX, targets the high-volume mainstream vehicle market. Its first model, Super One, is positioned as a first-class EAI-MPV, with fast first deliveries planned to begin in 2026. FF recently announced its entry into the Embodied AI Robotics business, with sales and deliveries beginning in February 2026, marking a new chapter in its strategy to usher in a new era of EAI vehicles and EAI robotics. Learn more at: https://robotics.ff.com/us/

FORWARD LOOKING STATEMENTS

This press release includes “forward looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “plan to,” “aim to,” “intend to,” “can,” “will,” “should,” “future,” “potential,” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements, which include statements regarding the launch and operation of the BIBS–FF AI Robotics Institute as the first industry-driven Physical AI and Robotics Institute in the United States, the deployment of robotic systems in educational environments, the development of Physical AI talent, certification, and curriculum systems, the establishment of industry-level standards for Physical AI and robotics, the generation and use of real-world data to train next-generation Physical AI systems, partnerships with global vocational, K-12, higher education, and engineering institutions, internship and developer pipeline programs at FF AI-Robotics, and the build-out of FF’s Physical AI infrastructure and ecosystem, involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors that may affect actual results or outcomes include, among others: demand for our robotics products; competition in the robotics industry, which includes companies with far superior experience, funding and name recognition; our reliance on a single OEM for robotics products; our ability to get the planned robotics products to comply with all applicable U.S. rules and regulations; the ability of the robotics OEM to timely supply robotics to the Company; tariff uncertainty for imported products, particularly China; demand from automobile dealers for robotics products; the Company’s ability to maintain its listing on Nasdaq; the Company’s ability to timely regain compliance with Nasdaq’s $1.00 minimum bid price requirement; that the Company’s common stock will be suspended from trading on Nasdaq if the closing price of its Class A common stock is $0.10 or less for 10 consecutive trading days; the availability of sufficient share capital to execute on its strategy, which the Company currently lacks; the agreement of stockholders to substantially increase the Company’s share capital, which could result in substantial additional dilution;

You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Form 10-K filed with the SEC on March 31, 2026; and other documents filed by the Company from time to time with the SEC.

Investors: [email protected]

Investors (Chinese): [email protected]

Media: [email protected]

KEYWORDS: Nebraska United States North America

INDUSTRY KEYWORDS: Technology General Automotive Robotics Automotive Manufacturing EV/Electric Vehicles Manufacturing Alternative Vehicles/Fuels Automotive Other Education Artificial Intelligence Software Education Hardware Consumer Electronics

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Faraday Future Announces Strategic Partnership Between FF AI-Robotics and Boston International Business School to Launch the BIBS–FF AI Robotics Institute, the First Industry-Driven Physical AI and Robotics Institute in the United States
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Scorpio Tankers Inc. Prices Reopening of 1.75% Convertible Senior Notes due 2031 and Concurrent Stock Repurchase

MONACO, May 07, 2026 (GLOBE NEWSWIRE) — Scorpio Tankers Inc. (NYSE: STNG) (the “Company”) announced today that it priced a private offering (the “Offering”) of $200.0 million aggregate principal amount of additional 1.75% convertible senior notes due 2031 (the “New Notes”). The offering size was increased from the announced offering size of $150.0 million aggregate principal amount of New Notes. The New Notes priced at 110.25% of par, plus accrued interest in the amount of approximately $1.56 per $1,000 principal amount of New Notes from, and including, April 10, 2026, to, but excluding May 12, 2026, and any additional accrued interest from May 12, 2026 if the settlement of the New Notes occurs after that date. The offering of New Notes resulted in gross proceeds of $220.5 million (before any exercise of the initial purchaser’s option to purchase additional New Notes), and a combined yield to maturity of approximately 1.0% for the aggregate series of New Notes and Initial Notes (as defined below). The New Notes will be sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The New Notes will be issued pursuant to the same indenture as the Company’s $375.0 million aggregate principal amount of 1.75 % convertible senior notes due 2031 (the “Initial Notes” and, together with the New Notes, the “Notes”) issued on April 10, 2026 and will form a part of the same series of Notes as the Initial Notes. Although the New Notes will initially trade under a different Rule 144A CUSIP number than the Initial Notes, the Company expects that once de-legended, the New Notes will trade with the same CUSIP number as the Initial Notes. The Company also granted to the initial purchaser of the New Notes an option to purchase, during a 13-day period beginning on, and including, the first date on which the New Notes are issued, up to an additional $30.0 million aggregate principal amount of New Notes.

The Company has agreed to repurchase, concurrently with the closing of the Offering, 649,427 shares of the Company’s common stock (the “Common Stock”) from purchasers of the New Notes in privately negotiated transactions effected with or through the initial purchaser or an affiliate, at a purchase price per share equal to the last reported sale price of $84.69 per share of the Common Stock on the New York Stock Exchange on May 7, 2026.

The Offering is expected to close on May 12, 2026, subject to the satisfaction of certain customary closing conditions. The Notes are senior, unsecured obligations of the Company. The Notes will mature on April 15, 2031, unless earlier converted or repurchased or redeemed by the Company. The Notes bear interest at a rate of 1.75% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The interest payment to be made with respect to the New Notes on October 15, 2026, will include interest deemed to have accrued from, and including, April 10, 2026, and the offering price of the New Notes includes such accrued interest.

Prior to January 15, 2031, the Notes will be convertible at the option of the holders only under certain circumstances and during certain periods. On or after January 15, 2031, holders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled at the Company’s election, in cash, shares of the Company’s Common Stock, or a combination of cash and shares of Common Stock. The initial conversion rate for each $1,000 principal amount of Notes is 9.9615 shares of Common Stock, equivalent to a conversion price of approximately $100.39 per share. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after April 20, 2029 and on or before the 41st scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company’s Common Stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. In addition, the Company will have the right to redeem all, but not less than all, of the Notes if certain changes in tax law occur and certain other conditions are satisfied. Except as described in the two immediately preceding sentences, the Notes will not be redeemable at the Company’s option prior to the maturity date. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If certain corporate events that constitute a “fundamental change” occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their Notes for cash at a price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The Company estimates that the net proceeds from the Offering will be approximately $216.3 million (excluding accrued interest) (or approximately $248.8 million (excluding accrued interest) if the initial purchaser exercises its option to purchase additional Notes in full), after deducting the initial purchaser’s discounts and commissions and the Company’s estimated Offering expenses. The Company intends to use (i) approximately $55.0 million of the net proceeds from the Offering to repurchase 649,427 shares of Common Stock as described above and (ii) the remainder of the net proceeds for general corporate purposes. The Company’s share repurchases could have increased, or prevented a decrease in, the market price of the Common Stock or the Notes.

The New Notes were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The New Notes and any shares of the Common Stock issuable upon conversion of the New Notes, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy securities, nor will there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Scorpio Tankers Inc.

Scorpio Tankers Inc. is a provider of marine transportation of petroleum products worldwide. Scorpio Tankers Inc. currently owns 87 product tankers (32 LR2 tankers, 41 MR tankers and 14 Handymax tankers) with an average age of 10.2 years. The Company has reached agreements to sell six MR product tankers and three LR2 product tankers, which are expected to close in the second quarter of 2026. The Company has also reached agreements for four MR new buildings that are currently under construction with deliveries expected in 2026 and 2027, four LR2 new buildings with deliveries expected in 2027 and 2029 and two VLCC new buildings with deliveries expected in the second half of 2028. Additional information about the Company is available at the Company’s website www.scorpiotankers.com, which is not a part of this press release.

Forward-Looking
Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “project,” “likely,” “may,” “will,” “would,” “could” and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Although management believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company’s control, there can be no assurance that the Company will achieve or accomplish these expectations, beliefs or projections. The Company undertakes no obligation, and specifically declines any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

In addition to these important factors, other important factors that, in the Company’s view, could cause actual results to differ materially from those discussed in the forward-looking statements include unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, expansion and growth of the Company’s operations, risks relating to the integration of assets or operations of entities that it has or may in the future acquire and the possibility that the anticipated synergies and other benefits of such acquisitions may not be realized within expected timeframes or at all, the failure of counterparties to fully perform their contracts with the Company, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for tanker vessel capacity, changes in the Company’s operating expenses, including bunker prices, drydocking and insurance costs, the market for the Company’s vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, the impact of the current and future sanctions that may impact the transportation of petroleum products, the recent military conflict in Iran which has had a significant direct and indirect impact on the trade of crude oil and refined petroleum products, potential disruption of shipping routes due to accidents or political events, potential liability from pending or future litigation, general domestic and international political conditions, which have and may continue to disrupt certain global shipping routes, vessel breakdowns and instances of off-hires, and other factors. Please see the Company’s filings with the SEC for a more complete discussion of certain of these and other risks and uncertainties.

Contact
Information

Scorpio Tankers Inc.
James Doyle – Head of Corporate Development & Investor Relations Tel: +1 203-900-0559
Email: [email protected]



LifeStance Health Group Announces Pricing of Secondary Public Offering

SCOTTSDALE, Ariz., May 07, 2026 (GLOBE NEWSWIRE) — LifeStance Health Group, Inc. (“LifeStance” or the “Company”) (Nasdaq: LFST), one of the nation’s largest providers of virtual and in-person outpatient mental health care, today announced the pricing of a secondary underwritten public offering of 35,000,000 shares of LifeStance’s common stock, par value $0.01 per share (the “Common Stock”) at a public offering price of $8.15 per share, pursuant to a shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) from certain stockholders of the Company (the “Selling Stockholders”). The Selling Stockholders will receive all of the proceeds from the offering. The Company is not selling any shares of Common Stock in the offering and will not receive any proceeds from the offering.

In addition, the Company has agreed to purchase from the underwriter 6,000,000 shares of Common Stock to be sold by the Selling Stockholders in the offering, at a price per share equal to the price per share to be paid by the underwriter to the Selling Stockholders (the “Repurchase”). The Repurchase is conditioned upon the completion of the offering and the satisfaction of other customary conditions. The offering is not conditioned upon the completion of the Repurchase. The underwriter will not receive any compensation for the shares of Common Stock being purchased by the Company.

Subject to customary closing conditions, the offering and the Repurchase are expected to settle and close on or about May 12, 2026.

J.P. Morgan is acting as the underwriter for the offering.

An automatic shelf registration statement (including a prospectus) relating to the offering of Common Stock was filed by LifeStance with the SEC on May 21, 2024 and became effective upon filing. Before you invest, you should read the prospectus in the shelf registration statement and the documents incorporated by reference therein and the prospectus supplement that the Company has filed with the SEC for more complete information about the Company and the offering. The offering is being made only by means of a prospectus and a related prospectus supplement relating to the offering, copies of which may be obtained by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at [email protected] and [email protected]. A copy of the prospectus and the related prospectus supplement relating to the offering may also be obtained free of charge by visiting EDGAR on the SEC’s website at www.sec.gov.

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 any such state or jurisdiction. Nothing herein should be construed as an offer to sell, or the solicitation of an offer to buy, any shares of Common Stock subject to the
Repurchase.

About LifeStance

Founded in 2017, LifeStance (Nasdaq: LFST) is reimagining mental health. We are one of the nation’s largest providers of virtual and in-person outpatient mental health care for children, adolescents and adults experiencing a variety of mental health conditions. Our mission is to help people lead healthier, more fulfilling lives by improving access to trusted, affordable and personalized mental healthcare. LifeStance and its supported practices employ over 8,300 psychiatrists, advanced practice nurses, psychologists and therapists and operates across 33 states and more than 550 centers.

Forward-Looking Statements

This press release may contain “forward-looking” statements based on the Company’s beliefs and assumptions and on information currently available to the Company. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate” and other similar expressions, although not all forward-looking statements contain these identifying words. For example, all statements we make regarding the terms of the proposed public offering and the Repurchase are forward-looking statements.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by any forward-looking statements. These risks and uncertainties include, but are not limited to: if reimbursement rates paid by third-party payors are reduced or if third-party payors otherwise restrain our ability to obtain or deliver care to patients, our business could be harmed; we may not grow at the rates we historically have achieved or at all, even if our key metrics may imply future growth, including if we are unable to successfully execute on our growth initiatives and business strategies; if we fail to manage our growth effectively, our expenses could increase more than expected, our revenue may not increase proportionally or at all, and we may be unable to execute on our business strategy; our growth depends on our ability to recruit, acquire and retain clinicians; we operate in a competitive industry, and if we are not able to compete effectively, our business, results of operations and financial condition would be harmed; our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems; we conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, results of operations and financial condition; we are dependent on our relationships with supported practices, which we do not own, to provide health care services, and our business would be harmed if those relationships were disrupted or if our arrangements with these entities became subject to legal challenges; if we are unable to adapt to healthcare reform legislation and other changes in the healthcare industry and in healthcare spending, our business could be harmed; if our or our vendors’ security measures fail or are breached and unauthorized access to our employees’, patients’ or partners’ data is obtained, our systems may be perceived as insecure, we may incur significant liabilities, including through private litigation or regulatory action, our reputation may be harmed, and we could lose patients and partners; our existing indebtedness could adversely affect our business and growth prospects; and other risks and uncertainties set forth under “Risk Factors” included in the reports we have filed or will file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent filings made with the SEC.

For the reasons described above, we caution you against relying on any forward-looking statements, which should be read in conjunction with the other cautionary statements included elsewhere in this press release and risk factors discussed from time to time in the Company’s filings with the SEC, which can be found at the SEC’s website at http://www.sec.gov. Any forward-looking statement in this presentation speaks only as of the date of this press release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise any forward-looking statement after the date of this press release, whether as a result of new information, future developments or otherwise, except as may be required by law. No recipient should, therefore, rely on these forward-looking statements as representing the views of the Company or its management as of any date subsequent to the date of the press release.



Investor Relations Contact:
Monica Prokocki
VP of Finance & Investor Relations
602-767-2100
[email protected]

Mobia Medical Announces Pricing of Initial Public Offering

AUSTIN, Texas, May 07, 2026 (GLOBE NEWSWIRE) — Mobia Medical, Inc. (Nasdaq: MOBI) (“Mobia Medical”), a commercial-stage medical device company redefining stroke recovery for survivors living with life-altering motor impairments, today announced the pricing of its initial public offering of 10,000,000 shares of its common stock at a public offering price of $15.00 per share. All of the shares of common stock are being offered by Mobia. The gross proceeds from the offering, before deducting the underwriting discounts and commissions and other offering expenses payable by Mobia Medical, are expected to be approximately $150.0 million, excluding any exercise of the underwriters’ option to purchase additional shares. Mobia Medical’s common stock is expected to begin trading on the Nasdaq Global Select Market under the ticker symbol “MOBI” on May 8, 2026. The offering is expected to close on May 11, 2026, subject to the satisfaction of customary closing conditions. In addition, Mobia Medical has granted the underwriters a 30-day option to purchase up to an additional 1,500,000 shares of common stock at the initial public offering price, less underwriting discounts and commissions.

BofA Securities, J.P. Morgan and Goldman Sachs & Co. LLC are acting as lead bookrunners for the offering. BTIG is acting as a passive bookrunner and Wolfe | Nomura Alliance is acting as a manager for the offering.

A registration statement on Form S-1 (File No. 333-295160) relating to the securities being sold in this offering has been filed with the U.S. Securities and Exchange Commission and became effective on May 7, 2026. The offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from: BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255, Attention: Prospectus Department, or by email at [email protected]; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at [email protected]; or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526, 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 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 Mobia Medical, Inc.

Mobia Medical, Inc. is a commercial-stage medical device company redefining stroke recovery for survivors living with life-altering motor impairments. The Company’s Vivistim® Paired VNS™ System is the first and only clinically-validated, FDA-approved implantable solution designed to improve upper limb function in chronic ischemic stroke survivors with moderate to severe upper extremity impairments. Therapy with the Vivistim® Paired VNS™ System combines targeted vagus nerve stimulation with functional movement to promote neuroplasticity and drive meaningful improvements in motor function. Mobia Medical is mobilizing patients, providers, and care partners to establish a better way forward in stroke care.

Media Inquiries Contact
Terri Clevenger
[email protected]

Investor Relations Contact
Louisa Smith
Gilmartin Group, LLC
[email protected]



Equinox Gold Announces Results from Annual Shareholder Meeting

VANCOUVER, British Columbia, May 07, 2026 (GLOBE NEWSWIRE) — Equinox Gold Corp. (TSX: EQX, NYSE American: EQX) (“Equinox Gold” or the “Company”) is pleased to announce detailed voting results from the Company’s Annual Meeting of Shareholders held on May 7, 2026.

A total of 530,033,771 common shares were represented at the meeting, being 66.9% of the Company’s outstanding common shares.

Each of the director nominees listed in the Company’s Management Information Circular dated March 23, 2026, which is available on the Company’s website at www.equinoxgold.com, was elected as a director of the Company. Each of the other matters voted on at the meeting, as described in detail below and in the Management Information Circular, was approved.

Election of Directors

Director Nominee Votes For Votes Withheld
Mr. Ross Beaty – Chair 496,065,998 (99.77%) 1,119,458 (0.23%)
Mr. Lenard Boggio – Lead Director 491,914,411 (98.94%) 5,271,045 (1.06%)
Ms. Maryse Bélanger 471,127,920 (94.76%) 26,057,536 (5.24%)
Ms. Trudy Curran 493,030,093 (99.16%) 4,155,363 (0.84%)
Ms. Omaya Elguindi 491,647,365 (98.89%) 5,538,090 (1.11%)
Mr. Douglas Forster 496,408,206 (99.84%) 777,250 (0.16%)
Mr. Darren Hall 496,726,382 (99.91%) 459,074 (0.09%)
Mr. Blayne Johnson 492,363,322 (99.03%) 4,822,134 (0.97%)
Mr. Marshall Koval 496,642,486 (99.89%) 542,970 (0.11%)
Mr. Mike Vint 496,264,925 (99.81%) 920,531 (0.19%)


Voting results on the other items of business at the meeting are as follows:

Board Size

Resolution Votes For Votes Against
To set the number of directors of the Company at ten 528,394,406 (99.69%) 1,623,166 (0.31%)



Appointment of Independent Auditor

Resolution Votes For Votes Withheld
Re-appointment of KPMG LLP as auditor of the Company for the ensuing year, and authorizing the Board to set the auditor’s pay 529,241,470 (99.85%) 792,301 (0.15%)



Advisory Resolution on Executive Compensation

Resolution Votes For Votes Against
A non-binding advisory resolution approving the Company’s approach to executive compensation 364,495,044 (73.31%) 132,690,410 (26.69%)



Equinox Gold Contact


Ryan King

EVP Capital Markets
T: 778.998.3700
E: [email protected]
E: [email protected]



Odyssey Therapeutics Announces Pricing of Upsized Initial Public Offering

BOSTON, May 07, 2026 (GLOBE NEWSWIRE) — Odyssey Therapeutics, Inc. (“Odyssey”), a clinical-stage biopharmaceutical company seeking to transform the standard of care for patients suffering from autoimmune and inflammatory diseases by developing medicines that are designed to precisely target disease pathology, today announced the pricing of its upsized initial public offering of 15,500,000 shares of its common stock at an initial public offering price of $18.00 per share. In addition, Odyssey has granted the underwriters a 30-day option to purchase up to an additional 2,325,000 shares of common stock at the initial public offering price, less underwriting discounts and commissions.

In addition to the shares sold in the initial public offering described above, Odyssey announced a concurrent sale of 1,388,889 shares of common stock to an affiliate of TPG Life Sciences Innovations, at the initial public offering price of $18.00 per share, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended.

The gross proceeds to Odyssey from the initial public offering and concurrent private placement, without giving effect to the underwriters’ option to purchase additional shares in the initial public offering and before deducting underwriting discounts and commissions, placement agent fees and offering expenses payable by Odyssey, are expected to be approximately $304 million. All of the shares of common stock are being offered by Odyssey.

Odyssey’s common stock is expected to begin trading on the Nasdaq Capital Market on May 8, 2026 under the ticker symbol “ODTX.” The offering is expected to close on or about May 11, 2026, subject to the satisfaction of customary closing conditions.

J.P. Morgan, TD Cowen and Cantor are acting as joint book-running managers for the initial public offering. Wedbush PacGrow and Oppenheimer & Co. are acting as co-lead managers for the offering.

A registration statement on Form S-1 (File No. 333-295141) relating to the offering has been filed with the Securities and Exchange Commission (the “SEC”) and was declared effective on May 7, 2026. The offering of the shares in the initial public offering is being made only by means of a prospectus forming part of the effective registration statement relating to these shares. Copies of the final prospectus relating to the offering may be obtained, when available, from the SEC’s website at www.sec.gov. or from: 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]; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at [email protected]; or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022, or by email at [email protected].

The concurrent private placement is also scheduled to close on May 11, 2026, subject to the satisfaction of customary closing conditions. The closing of the private placement is contingent and conditioned upon consummation of the initial public offering. However, the closing of the initial public offering is not contingent on the consummation of the concurrent private placement.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or 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 jurisdiction.

About Odyssey Therapeutics

Odyssey Therapeutics is a clinical-stage biopharmaceutical company seeking to transform the standard of care for patients suffering from autoimmune and inflammatory diseases by developing medicines that are designed to precisely target disease pathology. Since its founding in 2021, Odyssey has built a portfolio of completely internally discovered and developed medicines with its first program advancing through multiple clinical milestones. The portfolio leverages the scientific expertise of its team of experienced drug hunters and a comprehensive suite of tools to efficiently advance product candidates that the company believe have the potential to induce deep and durable remission for patients across several inflammatory diseases with unmet need. 

Contacts:

Investor Relations

[email protected]

Forward-Looking Statements

This press release includes certain disclosures that contain “forward-looking statements.” These statements include, without limitation, statements regarding Odyssey’s expectations regarding the commencement of trading of its shares on the Nasdaq Capital Market, the completion and timing of the closing of the initial public offering and the concurrent private placement, and the anticipated gross proceeds from the initial public offering and the concurrent private placement. Forward-looking statements are based on Odyssey’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Factors that could cause actual results to differ include risks and uncertainties related to the satisfaction of customary closing conditions and the completion of the initial public offering and the concurrent private placement, and the risks inherent in biopharmaceutical product development and clinical trials. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the offering to be filed with the SEC. Forward-looking statements contained in this press release are made as of this date, and Odyssey undertakes no duty to update such information except as required under applicable law.



Afya Limited Announces First-Quarter 2026 Financial Results

Afya Limited Announces First-Quarter 2026 Financial Results

Solid Start to 2026 with Disciplined Execution

Shareholder Value Creation

BELO HORIZONTE, Brazil–(BUSINESS WIRE)–Afya Limited (Nasdaq: AFYA; B3: A2FY34) (“Afya” or the “Company”), the leading medical education group and medical practice solutions provider in Brazil, reported today its financial and operating results for the first quarter and three-month period ended March 31, 2026. Financial results are expressed in Brazilian Reais and are presented in accordance with International Financial Reporting Standards (IFRS).

 First Quarter 2026 Highlights

  • 1Q26 Revenue increased 8.2% YoY to R$1,012.7 million. Revenue excluding acquisitions increased 7.7%, reaching R$1,008.4 million.

  • 1Q26 Adjusted EBITDA increased 4.0% YoY, reaching R$511.4 million, with an Adjusted EBITDA Margin of 50.5%. Adjusted EBITDA Margin decreased -200 bps YoY. Adjusted EBITDA excluding acquisitions grew 3.7%, reaching R$510.4 million, with an Adjusted EBITDA Margin of 50.6%.

  • 1Q26 Net Income increased 1.8% YoY, reaching R$261.8 million. Basic EPS growth was 3.0% in the same period.

  • Operating Cash Conversion ratio of 92.5% and a Free Cash Flow of R$376.0 million, with a solid cash position of R$1,332.9 million.

  • Over 304 thousand users in Afya’s ecosystem.

Table 1: Financial Highlights        
For the three months period ended March 31,
(in thousand of R$)

2026

  2026 Ex
Acquisitions*
 

2025

 

% Chg

  % Chg Ex
Acquisitions
(a) Revenue

1,012,712

 

1,008,373

 

936,360

 

8.2%

 

7.7%

(b) Adjusted EBITDA 1

511,419

 

510,352

 

491,971

 

4.0%

 

3.7%

(c) = (b)/(a) Adjusted EBITDA Margin

50.5%

 

50.6%

 

52.5%

  -200 bps   -190 bps
Net income

261,763

 

 

257,036

 

1.8%

 

Basic Earnings per Share – in R$

2.88

 

 

2.79

 

3.0%

 

*For the three months period ended March 31, 2026, “2026 Ex Acquisitions” excludes: FUNIC (January to March, 2026; Closing of FUNIC was in May 2025).
(1) See more information on “Non-GAAP Financial Measures” (Item 08).

Message from Management

We begin 2026 with another quarter of solid execution, reflecting the consistency of our operating model and our ability to combine growth and cash generation while continuing to invest in Afya’s long-term strategic priorities. In the first quarter, our performance was once again supported by the strength of our Undergraduate segment, disciplined capital allocation and continued progress in expanding our physician-centric ecosystem.

During the quarter, we completed another successful intake cycle across our medical schools, maintaining 100% occupancy and achieving a 4.6% YoY increase in Medical School net average ticket, excluding acquisitions. This performance was supported by the strength of our academic offering, the effectiveness of our unified intake process, and the continued recognition of the Afya brand across Brazil. Revenue growth in the period also benefited from the continued maturation of medical seats and the contribution from recent seat authorization, and the acquisition of FUNIC. Our integrated model remains a key differentiator, helping us attract students and sustain efficient growth across our campuses

In Continuing Education and Medical Practice Solutions, we continued to advance the next phase of our strategy during the quarter. Both segments reflected higher investment levels, mainly in SG&A, product development and engagement initiatives. These investments are part of a broader strategic cycle aimed at strengthening Afya’s ecosystem and unlocking scalable long-term monetization. As our audience and engagement expand, we also reinforce our data advantage, improve users’ experience, and build stronger foundations for future B2P and B2B opportunities. At the same time, this more integrated ecosystem continues to support a structurally low customer acquisition cost in Undergraduate, reinforcing an important competitive advantage of our business model. In Continuing Education, this progress was reflected in the growth of Graduate Journey students and B2P revenue growth. In Medical Practice Solutions, we highlight the increase in Clinical Management active payers, together with B2B revenue growth

Our capital allocation remained disciplined throughout the quarter. We further reduced leverage, reinforcing the quality of our capital structure while advancing our strategic priorities and returning value to shareholders. Consistent with this approach, we continued to execute our share repurchase program authorized in 2025, which provides for the repurchase of up to 4,000,000 Class A common shares through December 31, 2026.Since the launch of the program, we have already repurchased over 50% of the total amount authorized. In addition, in March 2026, our Board of Directors approved a cash dividend of R$307.4 million, equivalent to 40% of Afya’s 2025 consolidated net income, corresponding to a dividend amount of US$0.656489 per share. Taken together, these actions underscore our commitment to prudent capital allocation, shareholder remuneration, and long-term value creation.

Looking ahead, we remain focused on executing with consistency, strengthening our ecosystem, and reinforcing Afya’s role as the partner of choice for physicians in Brazil. We believe that our disciplined investment cycle, combined with the strength of our balance sheet, positions us well to deepen engagement across the physician journey, support sustainable growth, and create long-term value for our shareholders.

1. Key Events in the Quarter

  • On February 6, 2026, MEC authorized an increase of 63 medical seats for ITPAC – Instituto Tocantinense Presidente Antonio Carlos Porto S.A. (“Afya Abaetetuba”), located in the city of Abaetetuba, in the state of Pará. With this authorization, Afya’s Abaetetuba campus will offer a total of 113 medical seats.

As Afya Cametá—an approved but, non-operating medical school—and Afya Abaetetuba are located within the same health region, Afya Cametá will not become operational, thereby creating the capacity that enabled the approval of 63 additional medical seats at Afya Abaetetuba. With this addition, Afya now has a total of 3,768 approved medical seats across its portfolio.

  • On March 12, 2026, the Company’s Board of Directors approved dividend distribution in the amount of R$307.4 million, representing 40% of the Company’s consolidated net income for the year ended December 31, 2025 and a dividend per share of R$3.446838, paid in U.S. dollars on April 6, 2026, to the shareholders on record as of the close of business on March 25, 2026. The payment was made at the exchange rate (PTAX) published by the Brazilian Central Bank on March 13, 2026.

2. Subsequent Events

  • On May 5, 2026, Moody’s reaffirmed Afya’s credit rating at AAA.br and maintained a stable outlook. The reaffirmation of Afya’s AAA.br rating and stable outlook reflects revenue growth, a track record of above-industry-average margins, very strong credit metrics, exceptional cash generation, and robust liquidity. In addition, Afya’s credit profile reflects a strong competitive position and a predictable financial policy, including proactive liability management and prudent capital allocation, despite its appetite for M&As.

3. 2026 Guidance

The Company is reaffirming its 2026 guidance, which assumes the successful acceptance of new students for the first semester of 2026. The guidance for 2026 is defined in the following table:

Guidance for 20261
Revenue R$ 3,950 mn ≤ ∆ ≤ R$ 4,100 mn
Adjusted EBITDA R$ 1,700 mn ≤ ∆ ≤ R$ 1,800 mn
CAPEX R$ 340 mn ≤ ∆ ≤ R$ 380 mn
(1) Excludes any acquisition that may be concluded after the issuance of the guidance.

4. 1Q26 Overview

Segment Information

The Company has three reportable segments as follows:

Undergraduate, previously denominated Undergrad, which provides educational services through undergraduate courses related to medical school, undergraduate health science and other ex-health undergraduate programs;

Continuing education, which provides medical education (including residency preparation programs, specialization test preparation and other medical capabilities), specialization and graduate courses in medicine, delivered through digital and in-person content; and

Medical practice solutions, which provides clinical decision, clinical management and doctor-patient relationships for physicians and provide access, demand and efficiency for the healthcare players.

Key Revenue Drivers – Undergraduate Programs

Table 2: Key Revenue Drivers Three months period ended March 31,

2026

2025

% Chg

Undergraduate Programs
MEDICAL SCHOOL
Operating Seats

3,768

3,543

6.4

%

Total Students (end of period)

26,494

25,879

2.4

%

Average Total Students

26,494

25,879

2.4

%

Average Total Students (ex-Acquisitions)*

26,352

25,879

1.8

%

Revenue (Total – R$ ‘000)

765,925

714,713

7.2

%

Revenue (ex-Acquisitions* – R$ ‘000)

761,596

714,713

6.6

%

Medical School Net Avg. Ticket (ex- Acquisitions* – R$/month)

9,634

9,206

4.6

%

UNDERGRADUATE HEALTH SCIENCE
Total Students (end of period)

31,088

26,134

19.0

%

Average Total Students

31,088

26,134

19.0

%

Average Total Students (ex-Acquisitions)*

31,087

26,134

19.0

%

Revenue (Total – R$ ‘000)

70,745

62,811

12.6

%

Revenue (ex-Acquisitions* – R$ ‘000)

70,736

62,811

12.6

%

OTHER EX- HEALTH UNDERGRADUATE
Total Students (end of period)

39,358

34,995

12.5

%

Average Total Students

39,358

34,995

12.5

%

Average Total Students (ex-Acquisitions)*

39,358

34,995

12.5

%

Revenue (Total – R$ ‘000)

55,795

49,848

11.9

%

Revenue (ex-Acquisitions* – R$ ‘000)

55,795

49,848

11.9

%

Total Revenue
Revenue (Total – R$ ‘000)

892,465

827,372

7.9

%

Revenue (ex-Acquisitions* – R$ ‘000)

888,127

827,372

7.3

%

*For the three months period ended March 31, 2026, “2026 Ex Acquisitions” excludes: FUNIC (January to March, 2026; Closing of FUNIC was in May 2025).

Key Revenue Drivers – Continuing Education

Table 3: Key Revenue Drivers Three months period ended March 31,

2026

2025

% Chg

Continuing Education
Total Students (end of period)1
Residency Journey – Business to Physicians B2P

9,744

12,203

-20.2

%

Graduate Journey – Business to Physicians B2P

9,855

8,542

15.4

%

Other Courses – B2P and B2B Offerings

36,932

26,164

41.2

%

Total Students (end of period)

56,531

46,909

20.5

%

Revenue (R$ ‘000)
Business to Physicians – B2P

74,083

65,444

13.2

%

Business to Business – B2B

4,862

5,660

-14.1

%

Total Revenue

78,946

71,103

11.0

%

(1) The figure above does not contemplate intercompany transactions.

Key Revenue – Medical Practice Solutions

Table 4: Key Revenue Drivers Three months period ended March 31,

2026

2025

% Chg

Medical Practice Solutions
Active Payers (end of period)
Clinical Decision

154,101

163,071

-5.5

%

Clinical Management

46,707

40,324

15.8

%

Total Active Payers (end of period)

200,808

203,395

-1.3

%

Monthly Active Users (MaU)
Total Monthly Active Users (MaU)

220,528

244,518

-9.8

%

Revenue (R$ ‘000)
Business to Physicians – B2P

38,216

37,231

2.6

%

Business to Business – B2B

5,210

4,453

17.0

%

Total Revenue

43,425

41,684

4.2

%

 

Key Operational Drivers – Users Positively Impacted by Afya

The Users Positively Impacted by Afya represents the total number of medical students from the Undergraduate segment, students from Continuing Education and users from Medical Practice Solutions. For the first quarter of 2026, Afya’s ecosystem reached 303,553 users.

Table 5: Key Revenue Drivers            
 

1Q26

 

1Q25

 

% Chg YoY

 

4Q25

 

3Q25

 

2Q25

Users Positively Impacted by Afya 1            
Undergraduate (Total Medical School Students – End of Period)  

26,494

 

25,879

 

2.4

%

 

25,556

 

25,706

 

25,733

Continuing Education (Total Students – End of Period)  

56,531

 

46,909

 

20.5

%

 

55,039

 

50,317

 

45,505

Medical Practice Solutions (Monthly Active Users)  

220,528

 

244,518

 

-9.8

%

 

220,051

 

227,941

 

230,468

Ecosystem Outreach  

303,553

 

317,306

 

-4.3

%

 

300,646

 

303,964

 

301,706

(1) Ecosystem outreach does not contemplate intercompany figures. Note that there may be overlap in student numbers within the data.

Revenue

Revenue for the first quarter of 2026 was R$1,012.7 million, an increase of 8.2% over the same period in the prior year. Excluding acquisitions, Revenue for the three-month period increased by 7.7% YoY to R$1,008.4 million.

The quarter revenue increase was mainly due to higher tickets in medicine courses, the increase in non-medical undergraduate students, the acquisition of FUNIC, and the advancement of the Continuing Education Segment.

Table 6: Revenue & Revenue Mix          
(in thousands of R$)   For the three months period ended March 31,
 

2026

 

 

2026 Ex

Acquisitions*

 

2025

 

 

% Chg

 

% Chg Ex

Acquisitions

Revenue Mix          
Undergraduate  

892,465

 

 

888,127

 

 

827,372

 

 

7.9

%

 

7.3

%

Continuing Education  

78,946

 

 

78,946

 

 

71,103

 

 

11.0

%

 

11.0

%

Medical Practice Solutions  

43,425

 

 

43,425

 

 

41,684

 

 

4.2

%

 

4.2

%

Inter-segment transactions  

(2,124

)

 

(2,124

)

 

(3,799

)

 

-44.1

%

 

-44.1

%

Total Reported Revenue  

1,012,712

 

 

1,008,373

 

 

936,360

 

 

8.2

%

 

7.7

%

*For the three months period ended March 31, 2026, “2026 Ex Acquisitions” excludes: FUNIC (January to March, 2026; Closing of FUNIC was in May 2025).

Adjusted EBITDA

Adjusted EBITDA for the first quarter of 2026 increased by 4.0% to R$511.4 million, up from R$492.0 million in the same period of the prior year, with the Adjusted EBITDA Margin reducing by -200 basis points to 50.5%.

The reduction in Adjusted EBITDA Margin was primarily driven by higher costs and expenses in the Continuing Education and Medical Practice Solutions segments, mainly reflecting (a) lower gross margin compared with the first quarter of 2025; and (b) higher payroll, sales, and marketing expenses associated with the ongoing investment cycle in both segments.

Table 7: Reconciliation between Adjusted EBITDA and Net Income    
       
(in thousands of R$)   For the three months period ended March 31,
 

2026

 

2025

 

% Chg

Net income  

261,763

 

257,036

 

1.8%

Net financial result  

94,350

 

94,994

 

-0.7%

Income taxes expense  

42,454

 

24,782

 

71.3%

Depreciation and amortization  

93,077

 

91,755

 

1.4%

Interest received 1  

13,547

 

14,532

 

-6.8%

Income share associate  

(4,967)

 

(4,285)

 

15.9%

Share-based compensation  

11,149

 

6,963

 

60.1%

Non-recurring expenses:  

46

 

6,194

 

-99.3%

– Integration of new companies 2  

 

5,970

  n.a.
– M&A advisory and due diligence 3  

 

88

  n.a.
– Expansion projects 4  

 

124

  n.a.
– Restructuring expenses 5  

46

 

12

 

283.3%

Adjusted EBITDA  

511,419

 

491,971

 

4.0%

Adjusted EBITDA Margin  

50.5%

 

52.5%

  -200 bps
(1) Represents the interest received on late payments of monthly tuition fees.
(2) Consists of expenses related to the integration of newly acquired companies.
(3) Consists of expenses related to professional and consultant fees in connection with due diligence services for our M&A transactions.
(4) Consists of expenses related to professional and consultant fees in connection with the opening of new campuses.
(5) Consists of expenses related to the employee redundancies in connection with the organizational restructuring of our acquired companies.
(6) Financial information for 2025 is unaudited.

Net Income

Net Income for the first quarter of 2026 totaled R$261.8 million, representing a 1.8% YoY increase. This growth reflects stronger operating performance, partially offset by an additional CSLL provision related to the OECD’s Pillar Two global minimum tax.

Basic EPS for the three-month period ended March 31, 2026, reached R$2.88. An increase of 3.0% YoY, reflecting the higher Net Income and our capital allocation strategy.

Table 8: Net Income and Basic Earnings Per Share      
(in thousands of R$, except for earnings per share)   For the three months period ended March 31,
 

2026

 

2025

 

% Chg

Net income  

261,763

 

257,036

 

1.8%

Basic earnings per share – in R$ 1  

2.88

 

2.79

 

3.0%

(1) Basic earnings per share is calculated as net income attributable to Owners of the Company divided by the weighted average number of outstanding shares during the period.

Cash and Debt Position

As of March 31, 2026, Cash and Cash Equivalents totaled R$1,332.9 million, representing a 15.4% increase from March 31, 2025. Afya reduced its Net Debt, excluding the effect of IFRS 16, to R$1,151.3 million, a decrease of R$372.8 million compared to March 31, 2025. This reduction was achieved through solid Cash Flow from Operating Activities, despite the business combination with FUNIC, dividend payment, and Afya’s ongoing share repurchase program.

For the three-month period ended March 31, 2026, Afya generated R$473.2 million in Cash Flow from Operating Activities, up from R$470.2 million in the same period of the previous year, an increase of 0.6% YoY. The Operating Cash Conversion Ratio reached 92.5%.

Table 9: Operating Cash Conversion Ratio Reconciliation   For the three months period ended March 31,
(in thousands of R$)   Considering the adoption of IFRS 16
 

2026

 

2025

 

% Chg

(a) Net cash flows from operating activities  

466,796

 

463,850

 

0.6%

(b) Income taxes paid  

6,357

 

6,386

 

-0.5%

(c) = (a) + (b) Cash flow from operating activities  

473,153

 

470,236

 

0.6%

       
(d) Adjusted EBITDA  

511,419

 

491,971

 

4.0%

(e) Non-recurring expenses:  

46

 

6,194

 

-99.3%

– Integration of new companies 1  

 

5,970

 

-100.0%

– M&A advisory and due diligence 2  

 

88

 

-100.0%

– Expansion projects 3  

 

124

 

-100.0%

– Restructuring Expenses 4  

46

 

12

 

283.3%

(f) = (d) – (e) Adjusted EBITDA ex- non-recurring expenses  

511,373

 

485,777

 

5.3%

(g) = (c) / (f) Operating cash conversion ratio  

92.5%

 

96.8%

  -430 bps
(1) Consists of expenses related to the integration of newly acquired companies.
(2) Consists of expenses related to professional and consultant fees in connection with due diligence services for M&A transactions.
(3) Consists of expenses related to professional and consultant fees in connection with the opening of new campuses.
(4) Consists of expenses related to the employee redundancies in connection with the organizational restructuring of acquired companies.

The following table shows more information regarding the cost of debt for 2026, considering loans and financing and accounts payable to selling shareholders. Afya’s capital structure remains solid, with a conservative leveraging position and a low cost of debt. Afya’s Net Debt (excluding the effect of IFRS16) divided by Adjusted EBITDA mid guidance is 0.7x, marking an impressive reduction from 0.9x in the same period of the prior year, reinforcing Afya’s accelerated deleveraging trend.

Table 10: Gross Debt and Average Cost of Debt    
(in millions of R$)   For the closing of the three months period ended in March 31,
          Cost of Debt
  Gross Debt   Duration (Years)   Per year   %CDI²
 

2026

 

2025

 

2026

 

2025

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Loans and financing: Softbank  

 

850

 

 

1.1

 

 

 

8.6

%

 

 

 

69

%

Loans and financing: Debentures  

1,594

 

513

 

3.9

 

2.3

 

15.5

%

 

14.6

%

 

106

%

 

115

%

Loans and financing: Others  

 

328

 

 

0.5

 

 

 

14.7

%

 

 

 

115

%

Loans and financing: IFC  

530

 

522

 

2.8

 

3.6

 

15.8

%

 

14.0

%

 

108

%

 

110

%

Accounts payable to selling shareholders  

360

 

466

 

4.2

 

3.6

 

14.6

%

 

12.7

%

 

100

%

 

100

%

Total¹| Average  

2,484

 

2,679

 

3.7

 

2.2

 

15.4

%

 

12.2

%

 

105

%

 

97

%

(1) Total amount refers only to the “Gross Debt” columns.
(2) Based on the annualized Interbank Certificates of Deposit (“CDI”) rate for the period as a reference: 1Q26: ~14.65% p.y. and for 1Q25: ~14.15% p.y.
Table 11: Cash and Debt Position          
(in thousands of R$)          
 

1Q26

 

FY2025

 

% Chg

 

1Q25

 

% Chg

(+) Cash and Cash Equivalents  

1,332,866

 

1,125,381

 

18.4

%

 

1,154,888

 

15.4

%

Cash and Bank Deposits  

25,796

 

15,470

 

66.7

%

 

3,508

 

635.3

%

Cash Equivalents  

1,307,070

 

1,109,911

 

17.8

%

 

1,151,380

 

13.5

%

(-) Loans and Financing  

2,124,512

 

2,054,267

 

3.4

%

 

2,212,674

 

-4.0

%

Current  

132,099

 

60,668

 

117.7

%

 

373,275

 

-64.6

%

Non-Current  

1,992,413

 

1,993,599

 

-0.1

%

 

1,839,399

 

8.3

%

(-) Accounts Payable to Selling Shareholders  

359,667

 

440,597

 

-18.4

%

 

466,341

 

-22.9

%

Current  

57,325

 

110,640

 

-48.2

%

 

191,698

 

-70.1

%

Non-Current  

302,342

 

329,957

 

-8.4

%

 

274,643

 

10.1

%

(-) Other Short and Long Term Obligations  

 

 

n.a.

 

 

n.a.

(=) Net Debt (Cash) excluding IFRS 16  

1,151,313

 

1,369,483

 

-15.9

%

 

1,524,127

 

-24.5

%

(-) Lease Liabilities  

1,077,075

 

1,065,746

 

1.1

%

 

989,184

 

8.9

%

Current  

55,478

 

55,772

 

-0.5

%

 

47,762

 

16.2

%

Non-Current  

1,021,597

 

1,009,974

 

1.2

%

 

941,422

 

8.5

%

Net Debt (Cash) with IFRS 16  

2,228,388

 

2,435,229

 

-8.5

%

 

2,513,311

 

-11.3

%

CAPEX

Capital expenditure consists of the purchase of property and equipment and intangible assets, including expenditure mainly related to the expansion and maintenance of Afya’s campuses and headquarters, leasehold improvements, and the development of new solutions in Medical Practice Solutions and content in Continuing Education.

For the three-month period ended March 31, 2026, CAPEX totaled R$44.8 million, representing 4.4% of Afya’s Net Revenue, including an acceleration in intangible investments in the first quarter associated with the ongoing investment cycle in Continuing Education and Medical Practice Solutions.

Table 12: CAPEX
(in thousands of R$)   For the three months period ended March 31,
 

2026

 

 

2025

 

 

% Chg

Property and equipment  

12,762

 

 

38,477

 

 

-66.8

%

Intangible assets  

32,016

 

 

17,735

 

 

80.5

%

CAPEX  

44,778

 

 

56,212

 

 

-20.3

%

% of Revenue  

4.4

%

 

6.0

%

  -160 bps

5. Conference Call and Webcast Information

When:

 May 7, 2026 at 5:00 p.m. EST.
 

Who:

Mr. Virgilio Gibbon, Chief Executive Officer

Mr. Luis André Blanco, Chief Financial Officer

Ms. Renata Costa Couto, IR Director

 

Webcast:  

https://afya.zoom.us/j/98271618661

OR

Dial-in:

Brazil: +55 21 3958 7888 or +55 11 4632 2236 or +55 11 4632 2237 or +55 11 4680 6788 or +55 11 4700 9668.

United States: +1 346 248 7799 or +1 360 209 5623 or +1 386 347 5053 or +1 507 473 4847 or +1 564 217 2000 or +1 646 931 3860 or +1 669 444 9171 or +1 669 900 6833 or +1 689 278 1000 or +1 719 359 4580 or +1 929 205 6099 or +1 253 205 0468 or +1 253 215 8782 or +1 301 715 8592 or +1 305 224 1968 or +1 309 205 3325 or +1 312 626 6799.

Webinar ID: 982 7161 8661

Other Numbers: https://afya.zoom.us/u/aRK0ROGaH

6. About Afya Limited (Nasdaq: AFYA; B3: A2FY34)

Afya is a leading medical education group in Brazil based on the number of medical school seats, delivering an end-to-end physician-centric ecosystem that serves and empowers students and physicians to transform their ambitions into rewarding lifelong experiences from the moment they join us as medical students through their medical residency preparation, graduation program, continuing medical education activities and offering medical practice solutions to help doctors enhance their healthcare services through their whole career. For more information, please visit www.afya.com.br.

7. Forward – Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. All statements other than statements of historical fact could be deemed forward-looking, including risks and uncertainties related to statements about our competition; our ability to attract, upsell and retain students; our capacity to increase tuition prices; our ability to anticipate and meet the evolving needs of students and teachers; our capacity to source and successfully integrate acquisitions; as well as general market, political, economic, and business conditions. Additionally, these statements include financial targets such as revenue, share count and IFRS and non-IFRS financial measures including gross margin, operating margin, net income (loss) per diluted share, and free cash flow. These statements are not guarantees of future performance and undue reliance should not be placed on them.

The Company assumes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances occurring after its publication, nor to incorporate new information or the occurrence of unanticipated events, except as required by law. The achievement or success of the matters covered by such forward-looking statements involves known and unknown risks, uncertainties and assumptions. If any of these risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from those expressed or implied by the forward-looking statements we make.

Readers should not rely upon forward-looking statements as predictions of future events. Forward-looking statements represent management’s beliefs and assumptions only as of the date they are made. Further information on these and other factors that could affect the Company’s financial results is included in filings made with the United States Securities and Exchange Commission (SEC) from time to time, including the section titled “Risk Factors” in the most recent annual report on Form 20-F. These documents are available in the SEC Filings section of the investor relations section of our website at: https://ir.afya.com.br/.

8. Non-GAAP Financial Measures

To supplement the Company’s consolidated financial statements, which are prepared and presented in accordance with IFRS accounting standards as issued by the International Accounting Standards Board—IASB, Afya presents Adjusted EBITDA and Operating Cash Conversion Ratio which are non-GAAP financial measures, for the convenience of investors. A non-GAAP financial measure is generally defined as one that intends to measure financial performance but excludes or includes amounts that would not be equally adjusted in the most comparable GAAP measure.

Afya calculates Adjusted EBITDA as net income plus/minus net financial result, plus income taxes expense, plus depreciation and amortization, plus interest received on late payments of monthly tuition fees, plus share-based compensation, plus/minus income share associate, plus/minus non-recurring expenses/income. Operating Cash Conversion Ratio is calculated as the Cash flow from Operating Activities plus income taxes paid, minus/plus non-recurring expenses/income divided by Adjusted EBITDA.

The non-GAAP supplemental financial measures are provided with the intend to help investors in assessing the overall performance of Afya’s business regarding its core operations, cash generation and profitability. The non-GAAP financial measures described in this release are not substitutes for the IFRS measures. In addition, the calculations of Adjusted EBITDA and Operating Cash Conversion Ratio are not standardized financial measures and may differ from the calculations used by other companies, including competitors in the education services industry, and therefore, Afya’s measures may not be comparable to those of other companies.

9. Investor Relations Contact

E-mail: [email protected]

10. Financial Tables

Unaudited interim condensed consolidated statements of financial position

As of March 31, 2026 and December 31, 2025

(In thousands of Brazilian reais)

 

March 31, 2026

 

December 31, 2025

Assets

 

(unaudited)

 

 

Current assets

 

 

 

Cash and cash equivalents

 

1,332,866

 

1,125,381

Trade receivables

 

777,975

 

717,373

Recoverable taxes

 

21,572

 

13,429

Income taxes recoverable

 

25,833

 

23,046

Other assets

 

66,179

 

62,947

Total current assets

 

2,224,425

 

1,942,176

 

 

 

 

Non-current assets

 

 

 

 

Trade receivables

 

41,567

 

34,985

Deferred tax assets

 

4,676

 

12,552

Other assets

 

129,553

 

125,480

Investment in associate

 

50,607

 

46,518

Property and equipment

 

699,016

 

711,485

Right-of-use assets

 

902,538

 

896,758

Intangible assets

 

5,573,118

 

5,587,980

Total non-current assets

 

7,401,075

 

7,415,758

Total assets

 

9,625,500

 

9,357,934

 

 

 

 

Liabilities

 

 

 

 

Current liabilities

 

 

 

 

Trade payables

 

134,138

 

123,581

Loans and financing

 

132,099

 

60,668

Lease liabilities

 

55,478

 

55,772

Accounts payable to selling shareholders

 

57,325

 

110,640

Advances from customers

 

151,115

 

158,035

Dividends payable

 

308,332

 

192

Labor and social obligations

 

245,680

 

217,526

Taxes payable

 

37,385

 

36,043

Income taxes payable

 

117,657

 

112,638

Other liabilities

 

7,758

 

8,946

Total current liabilities

 

1,246,967

 

884,041

 

 

 

 

Non-current liabilities

 

 

 

 

Loans and financing

 

1,992,413

 

1,993,599

Lease liabilities

 

1,021,597

 

1,009,974

Accounts payable to selling shareholders

 

302,342

 

329,957

Taxes payable

 

74,459

 

77,487

Income taxes payable

 

26,358

 

Provision for legal proceedings

 

131,832

 

128,220

Other liabilities

 

42,985

 

43,471

Total non-current liabilities

 

3,591,986

 

3,582,708

Total liabilities

 

4,838,953

 

4,466,749

 

 

 

 

Equity

 

 

 

 

Share capital

 

17

 

17

Additional paid-in capital

 

2,319,509

 

2,320,422

Treasury shares

 

(372,786)

 

(306,010)

Share-based compensation reserve

 

213,964

 

202,815

Retained earnings

 

2,584,194

 

2,634,552

Equity attributable to the owners of the Company

 

4,744,898

 

4,851,796

Non-controlling interests

 

41,649

 

39,389

Total equity

 

4,786,547

 

4,891,185

Total liabilities and equity

 

9,625,500

 

9,357,934

Unaudited interim condensed consolidated statements of income and comprehensive income

For the three-month periods ended March 31, 2026 and 2025

(In thousands of Brazilian reais, except for earnings per share information)

 

 

March 31, 2026

 

March 31, 2025

 

 

(unaudited)

 

(unaudited)

 

 

 

 

 

Revenue

 

1,012,712

 

 

936,360

 

Cost of services

 

(314,649

)

 

(282,639

)

Gross profit

 

698,063

 

 

653,721

 

 

 

 

 

 

Selling, general and administrative expenses

 

(287,661

)

 

(264,942

)

Allowance for expected credit losses

 

(17,843

)

 

(16,558

)

Other income

 

4,871

 

 

2,506

 

Other expenses

 

(3,830

)

 

(2,200

)

 

 

 

 

 

Operating income

 

393,600

 

 

372,527

 

 

 

 

 

 

Finance income

 

53,297

 

 

43,481

 

Finance expenses

 

(147,647

)

 

(138,475

)

Net finance result

 

(94,350

)

 

(94,994

)

 

 

 

 

 

Share of profit of equity-accounted investee, net of tax

 

4,967

 

 

4,285

 

 

 

 

 

 

Income before income taxes

 

304,217

 

 

281,818

 

 

 

 

 

 

Income taxes expenses

 

 

 

 

Current

 

(34,578

)

 

(31,928

)

Deferred

 

(7,876

)

 

7,146

 

 

 

 

 

 

Net income

 

261,763

 

 

257,036

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

261,763

 

 

257,036

 

 

 

 

 

 

Net income / total comprehensive income attributable to:

 

 

 

 

Owners of the Company

 

257,019

 

 

251,999

 

Non-controlling interests

 

4,744

 

 

5,037

 

 

 

261,763

 

 

257,036

 

 

 

 

 

Basic earnings per common share

 

2.88

 

 

2.79

 

Diluted earnings per common share

 

2.85

 

 

2.76

 

Unaudited interim condensed consolidated statements of cash flows

For the three-month periods ended March 31, 2026 and 2025

(In thousands of Brazilian reais)

 

 

March 31, 2026

 

March 31, 2025

 

 

(unaudited)

 

(unaudited)

Operating activities

 

 

 

 

Income before income taxes

 

304,217

 

 

281,818

 

Adjustments to reconcile income before income taxes

 

 

 

 

Depreciation and amortization expenses

 

93,077

 

 

91,755

 

Write-off of property and equipment

 

362

 

 

305

 

Allowance for expected credit losses

 

17,843

 

 

16,558

 

Share-based compensation expenses

 

11,149

 

 

6,963

 

Net foreign exchange differences

 

893

 

 

476

 

Accrued interest

 

86,895

 

 

76,939

 

Accrued interest on lease liabilities

 

30,211

 

 

29,563

 

Share of profit of equity-accounted investee, net of tax

 

(4,967

)

 

(4,285

)

Provision (reversal) for legal proceedings

 

5,409

 

 

408

 

 

 

 

 

 

Changes in assets and liabilities

 

 

 

 

Trade receivables

 

(85,027

)

 

(55,632

)

Recoverable taxes

 

(10,930

)

 

(6,392

)

Other assets

 

(6,965

)

 

(6,131

)

Trade payables

 

10,557

 

 

1,893

 

Taxes payable

 

1,362

 

 

10,787

 

Advances from customers

 

(6,920

)

 

214

 

Labor and social obligations

 

28,154

 

 

29,774

 

Provision for legal proceedings

 

(1,259

)

 

 

Other liabilities

 

(908

)

 

(4,777

)

 

 

473,153

 

 

470,236

 

Income taxes paid

 

(6,357

)

 

(6,386

)

Net cash flows from operating activities

 

466,796

 

 

463,850

 

 

 

 

 

 

Investing activities

 

 

 

 

Acquisition of property and equipment

 

(12,762

)

 

(38,477

)

Acquisition of intangibles assets

 

(32,016

)

 

(17,735

)

Dividends received

 

 

 

5,598

 

Acquisition of assets and subsidiaries, net of cash acquired

 

(65,005

)

 

(65,162

)

Payments of interest

 

 

 

(14,536

)

Net cash flows used in investing activities

 

(109,783

)

 

(130,312

)

 

 

 

 

 

Financing activities

 

 

 

 

Payments of principal of loans and financing

 

(5,254

)

 

(769

)

Payments of interest

 

(28,087

)

 

(44,980

)

Payments of principal of lease liabilities

 

(13,792

)

 

(11,904

)

Payments of interest of lease liabilities

 

(32,200

)

 

(29,167

)

Treasury shares repurchase

 

(69,511

)

 

 

Proceeds from exercise of stock options

 

1,930

 

 

1,622

 

Dividends paid

 

(1,721

)

 

(3,991

)

Net cash flows from (used in) financing activities

 

(148,635

)

 

(89,189

)

Net foreign exchange differences

 

(893

)

 

(476

)

Net increase (decrease) in cash and cash equivalents

 

207,485

 

 

243,873

 

Cash and cash equivalents at the beginning of the period

 

1,125,381

 

 

911,015

 

Cash and cash equivalents at the end of the period

 

1,332,866

 

 

1,154,888

 

 

Investor Relations Contact:

Afya Limited

[email protected]

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Genco Shipping & Trading Limited Issues Statement Regarding Diana’s Unsubstantiated Assertions

NEW YORK, May 07, 2026 (GLOBE NEWSWIRE) — Genco Shipping & Trading Limited (NYSE:GNK) (“Genco” or the “Company”), the largest U.S. headquartered drybulk shipowner focused on the global transportation of commodities, issued the following statement:

We encourage shareholders to see Diana’s latest disclosure for what it is: more unsubstantiated falsehoods and misleading statements, designed to distract from the simple truth – Diana is trying to take control of your company at a discount to Genco’s asset value, without paying a control premium and below the current trading price. The Genco Board of Directors is committed to the highest standards of corporate governance and will continue to act in the best interests of our shareholders.

You can protect your Genco investment by ignoring Diana and voting “FOR” Genco’s highly qualified Board of Directors on the WHITE proxy card today.

Genco’s definitive proxy materials, as well as other shareholder resources regarding the 2026 Annual Meeting of Shareholders can be found at www.GencoDrivesSuperiorReturns.com.

If you have any questions or require any assistance with voting your shares, please call or email Genco’s proxy solicitor:

MacKenzie Partners, Inc.
Toll Free: 800-322-2885
Email: [email protected]

Jefferies LLC is acting as financial advisor to Genco and Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel to Genco. Morgan Stanley & Co. LLC is acting as special advisor to the Board of Directors.

About Genco Shipping & Trading Limited

Genco Shipping & Trading Limited is a U.S. based drybulk ship owning company focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore, coal, grain, steel products, bauxite, cement, nickel ore among other commodities along worldwide shipping routes. Our wholly owned high quality, modern fleet of dry cargo vessels consists of the larger Newcastlemax and Capesize vessels (major bulk) and the medium-sized Ultramax and Supramax vessels (minor bulk), enabling us to carry a wide range of cargoes. Genco’s fleet consists of 43 vessels with an average age of 12.6 years and an aggregate capacity of approximately 4,935,000 dwt.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements use words such as “anticipate,” “budget,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance. These forward-looking statements are based on our management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this release are the following: (i) the Company’s plans and objectives for future operations; (ii) that any transaction based on Diana’s non-binding indicative proposal or otherwise may not be consummated at all; (iii) the ability of Genco and its shareholders to recognize the anticipated benefits of any such transaction; (iv) the exercise of the discretion of our Board regarding the declaration of dividends, including without limitation the amount that our Board determines to set aside for reserves under our dividend policy; and (v) other factors listed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports on Form 8-K and Form 10-Q. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Our ability to pay dividends in any period will depend upon various factors, including the limitations under any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board of Directors each quarter after its review of our financial performance, market developments, and the best interests of the Company and its shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations, required capital expenditures, or reserves.  As a result, the amount of dividends actually paid may vary.

Important Information for Investors and Shareholders

This release does not constitute an offer to buy or solicitation of an offer to sell any securities. The Company will file a solicitation/recommendation statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission (the “SEC”). Any solicitation/recommendation statement filed by the Company that is required to be mailed to shareholders will be mailed to shareholders. THE COMPANY’S INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a copy of the solicitation/recommendation statement on Schedule 14D-9, any amendments or supplements thereto and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/, or by contacting Peter Allen as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.

Important Additional Information and Where to Find It

On May 7, 2026, the Company filed a definitive proxy statement on Schedule 14A, an accompanying WHITE proxy card, and other relevant documents with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies from the Company’s shareholders for the Company’s 2026 Annual Meeting of Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to the proxy statement, and other documents that the Company files with the SEC at no charge from the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/.

Certain Information Regarding Participants in the Solicitation

The Company, its independent directors (Paramita Das; Kathleen C. Haines; Basil G. Mavroleon; Karin Y. Orsel; and Arthur L. Regan) and certain of its executive officers (John C. Wobensmith, Chairman of the Board, Chief Executive Officer and President; Peter Allen, Chief Financial Officer; Joseph Adamo, Chief Accounting Officer; and Jesper Christensen, Chief Commercial Officer) and other employees are deemed “participants” (as defined in Schedule 14A under the Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Company’s 2026 Annual Meeting of Shareholders. Information regarding the names of the Company’s directors and executive officers and certain other individuals and their respective interests in the Company, by security holdings or otherwise, is set forth in the sections entitled “Director Compensation,” “Compensation Discussion and Analysis,” “Summary Compensation Table,” and “Security Ownership of Certain Beneficial Owners and Management” of the Company’s definitive proxy statement on Schedule 14A in connection with the 2026 Annual Meeting of Shareholders, filed with the SEC on May 7, 2026. Such filings will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/.

Any subsequent updates following the date hereof to the information regarding the identity of potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in other materials to be filed with the SEC in connection with the 2026 Annual Meeting of Shareholders, if and when they become available. These documents will be available free of charge as described above.

Investor Contact

Peter Allen
Chief Financial Officer
Genco Shipping & Trading Limited
(646) 443-8550

Media Contact

Leon Berman
IGB Group
(212) 477-8438
[email protected]



CN Announces US$750 Million Debt Offering

MONTREAL, May 07, 2026 (GLOBE NEWSWIRE) — CN (TSX: CNR) (NYSE: CNI) today announced a public debt offering of US$750 million comprised of US$300 million aggregate principal amount of 4.350% Notes due 2029 and US$450 million aggregate principal amount of 4.950% Notes due 2036. CN expects to close the offering on May 12, 2026, subject to the satisfaction of customary closing conditions.

CN plans to use the net proceeds from the offering for general corporate purposes, including the repayment of commercial paper.

The debt offering is being made in the United States under an effective shelf registration statement dated April 29, 2026.

The joint bookrunners of the debt offering are: J.P. Morgan Securities LLC, RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc.

A copy of the prospectus supplement and the accompanying prospectus for the offering may be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Solutions, 1155 Long Island Avenue, Edgewood, New York, NY, 11717, Telephone 1-212-834-4533, Email: [email protected] or [email protected]; RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, Attn: DCM Transaction Management, Telephone: 212-618-7706, Email: [email protected]; or SMBC Nikko Securities America, Inc., 277 Park Avenue, Attn: Debt Capital Markets, New York, NY 10172, Telephone: 888-868-6856, Email: [email protected].

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

About CN

CN powers the economy by safely transporting more than 300 million tons of natural resources, manufactured products, and finished goods throughout North America every year for its customers. With its nearly 20,000-mile rail network and related transportation services, CN connects Canada’s Eastern and Western coasts with the U.S. Midwest and the U.S. Gulf Coast, contributing to sustainable trade and the prosperity of the communities in which it operates since 1919.

Forward-Looking Statements

Certain statements included in this news release constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws, relating, but not limited to, statements relating to potential debt refinancing as well as with respect to the timing and completion of the proposed debt offering, which is subject to customary termination rights and closing conditions. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes”, “expects”, “anticipates”, “assumes”, “outlook”, “plans”, “targets,” “goals” or other similar words.

Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN to be materially different from the outlook or any future results, performance or achievements implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this news release include, but are not limited to, general economic and business conditions, including factors impacting global supply chains such as pandemics and geopolitical conflicts and tensions; trade restrictions, trade barriers, or the imposition of tariffs or other changes to international trade arrangements; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulators; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings and other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; the availability of and cost competitiveness of renewable fuels and the development of new locomotive propulsion technology; reputational risks; supplier concentration; pension funding requirements and volatility; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should also be made to Management’s Discussion and Analysis in CN’s annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website, for a description of major risk factors relating to CN.

Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement. Information contained on, or accessible through, our website is not incorporated by reference into this news release.



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Ashley Michnowski Jamie Lockwood
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(438) 596-4329 (514) 399-0052
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