Market Newsdesk

XIAMEN, China, Feb. 19, 2026 (GLOBE NEWSWIRE) — Blue Hat Interactive Entertainment Technology (“Blue Hat” or the “Company”) (NASDAQ: BHAT), a Cayman Islands exempted company, today announced the pricing of its underwritten public offering (the “Offering”) of 32,000,000 Units on a firm commitment basis, at a price of US$0.20 per Unit. Each Unit consists of one ordinary share, par value of US$0.0000001 per share (each an “Ordinary Share”), of the Company and one warrant (each a “Warrant”) initially exercisable for one Ordinary Share. Gross proceeds to the Company, before deducting underwriting discounts and other offering expenses, are expected to be approximately US$6.4 million.

The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. Each Warrant will expire one year from the date of issuance, and is exercisable immediately on the date of issuance at an exercise price of US$0.20 per share (the “Initial Exercise Price”), subject to adjustment on the 2^nd and 5^th trading days following the closing of this Offering to the price that is equal to 70% and 50%, respectively, of the Initial Exercise Price of the Warrants, and the number of Ordinary Shares underlying the Warrants will be proportionately increased. The Warrants may, at any time following the closing of this Offering and within one year from the date of issuance, in the holders’ sole discretion, be exercised in whole or in part by means of a zero exercise price option, in which the holders will receive twice the number of Ordinary Shares that would be issuable upon a cash exercise of the Warrants, without payment of additional consideration.

The Offering is expected to close on February 23, 2026, subject to customary closing conditions. The Company intends to use the proceeds from the Offering for working capital and other general corporate purposes.

The Company has granted the underwriter a 15-day option to purchase up to 4,800,000 additional Units, which includes up to 4,800,000 Ordinary Shares and/or up to 4,800,000 Warrants, or any combination thereof, as determined by the underwriter, at its respective public offering prices less underwriting discounts and commissions.

Maxim Group LLC is acting as the sole underwriter. Pryor Cashman LLP is acting as U.S. securities counsel to the Company and Hunter Taubman Fischer & Li LLC is acting as U.S. securities counsel to the underwriter in connection with the Offering.

A registration statement on Form F-1 (File No. 333-293313) was filed with the U.S. Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on February 17, 2026. The Offering is being made only by means of a prospectus, copies of which may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at [email protected]. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.

This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, and no sale of these securities may be made 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 other jurisdiction.

About Blue Hat

Blue Hat was formerly a provider of communication services, as well as a producer, developer, and operator of AR interactive entertainment games, toys, and educational materials in China. Leveraging years of technological accumulation and unique patented technology, Blue Hat is expanding its business to commodity trading, aiming to become a leading intelligent commodity trader worldwide. For more information, please visit the Company’s investor relations website at http://ir.bluehatgroup.com. The Company routinely provides important information on its website.

Forward-looking Statements

This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the products offered by Blue Hat and the markets in which it operates, and Blue Hat’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, but not limited to: the ability of Blue Hat to maintain the listing of its securities on Nasdaq; the fact that the price of Blue Hat’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Blue Hat operates; variations in performance across competitors; changes in laws and regulations affecting Blue Hat’s business and changes in its capital structure; the ability to implement business plans, meet forecasts and other expectations; its need for substantial additional funds; the parties’ dependence on third-party suppliers; risks relating to the results of research and development activities, market and other conditions; its ability to attract, integrate, and retain key personnel; risks related to its growth strategy; risks related to patent and intellectual property matters; and the ability to obtain, perform under and maintain financing and strategic agreements and relationships. Accordingly, these forward-looking statements do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding Blue Hat’s business are described in detail in Blue Hat’s SEC filings which are available on the SEC’s website at www.sec.gov, including in Blue Hat’s Annual Report on Form 20-F and Blue Hat’s subsequent filings with the SEC. These forward-looking statements speak only as of the date hereof, and Blue Hat expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions, or circumstances on which any such statement is based, except as required by law.

Contacts:

Blue Hat Interactive Entertainment Technology
Phone: +86 (592) 228-0010
Email: [email protected]

Quarterly revenue of 


$748 million


;



GAAP loss of


($0.20)


/share and adjusted EPS of


$0.22

DALLAS, Feb. 19, 2026 (GLOBE NEWSWIRE) — AMN Healthcare Services, Inc. (NYSE: AMN), the leader and innovator in total talent solutions for healthcare organizations across the United States, today announced its fourth quarter and full year 2025 financial results. Financial highlights are as follows:

Dollars in millions, except per share amounts.

	Q4 2025	% Change Q4 2024	Full Year 2025	% Change Full Year 2024
Revenue	$748.2	2%	$2,730.4	(8%)
Gross profit	$195.1	(11%)	$774.1	(16%)
Net income (loss)	($7.7)	nm	($95.7)	nm
Diluted earnings (loss) per share	($0.20)	nm	($2.48)	nm
Adjusted diluted EPS*	$0.22	(70%)	$1.36	(59%)
Adjusted EBITDA*	$54.5	(27%)	$234.5	(31%)

^{* See “Non-GAAP Measures” below for a discussion of our use of non-GAAP items and the table entitled “Non-GAAP Reconciliation Tables” for a reconciliation of non-GAAP items.}

2025 & Recent Highlights

• Fourth quarter 2025 financial results exceeded our expectations on better results from nurse and allied staffing, including revenue from a large labor disruption event.
• Driven by increased winter orders and the excellent execution by the AMN team, travel nurse volume grew 5% sequentially, with international nurse also resuming sequential growth.
• Our allied business experienced sequential growth for the quarter driven by strong performance by our schools business.
• Our interim leadership and search businesses were also better than expected, resuming sequential revenue growth in the quarter.
• Cash flow from operations was $76 million for the quarter and $269 million for the year.
• We reduced debt by $75 million in the quarter, bringing the full-year debt reduction to $285 million.

“Over the past year we gained nurse and allied staffing market share, competing successfully in direct and vendor-neutral while broadening our solution set into our strategic MSP clients,” said Cary Grace, President and Chief Executive Officer of AMN Healthcare. “Our strategy to invest in people, processes and technology to more effectively serve the broader market is paying off as the industry shifts its focus to growth. AMN is well positioned as healthcare organizations seek innovative workforce solutions to enable volume growth amid cost and reimbursement pressures.

“Starting in the fourth quarter and continuing into the beginning of 2026, AMN has supported strategic clients in some unusually large labor disruption events to ensure they have continuity of care for their patients. Our efforts and investments in automation and leading technology have increased our fulfillment scalability, and our team has reached new highs in order fill rates for these events. I am extremely proud of how the entire AMN organization has risen to this unprecedented challenge, to manage the supply of thousands of healthcare professionals in these events while also maintaining high-quality service across all our clients.”

Fourth Quarter 2025 Results

Consolidated revenue for the quarter was $748 million, a 2% increase over prior year and 18% higher than prior quarter. We reported a net loss of ($8 million), or ($0.20) per diluted share. This is compared with net loss of ($188 million), or ($4.90) per diluted share, in the same quarter last year. Adjusted diluted EPS was $0.22 compared with $0.75 in the year-ago quarter.

Revenue for the Nurse and Allied Solutions segment was $491 million, higher by 8% year over year and 36% sequentially. We recorded labor disruption revenue of $124 million. Travel nurse revenue was down 9% year over year and up 6% sequentially. Allied division revenue declined 1% year over year and increased 3% versus prior quarter.

The Physician and Leadership Solutions segment reported revenue of $170 million, down 2% year over year and down 5% sequentially. Locum tenens revenue was flat year over year, and was down 7% sequentially. Interim leadership revenue was down 8% year over year and up 4% sequentially. Search revenue was lower by 8% year over year and up 1% quarter over quarter.

Technology and Workforce Solutions segment revenue was $88 million reflecting a decrease of 18% year over year and 7% sequentially. Language services revenue was $70 million in the quarter, down 9% year over year and 7% compared with the prior quarter. Vendor management systems revenue was $16 million, 28% lower year over year and down 4% sequentially.

Consolidated gross margin was 26.1%, lower by 370 basis points year over year and lower by 300 basis points sequentially. The year-over-year decline in gross margin was primarily driven by lower margin in all three segments and unfavorable revenue mix. On a sequential basis, gross margin decreased due to lower margins in Nurse and Allied and Technology and Workforce Solutions and unfavorable revenue mix.

SG&A expenses were $152 million or 20.3% of revenue, compared with $159 million, or 21.6% of revenue, in the same quarter last year. SG&A was $139 million, or 21.8% of revenue, in the previous quarter. The year-over-year decrease in SG&A costs was primarily due to cost-containment efforts. The quarter-over-quarter increase was driven primarily by unfavorable professional liability actuarial adjustments, higher bad debt expenses, and higher labor disruption support costs.

Income from operations was $8 million compared with loss from operations of ($203 million) in the same quarter last year. Adjusted EBITDA was $54 million, reflecting a year-over-year decrease of 27%. Adjusted EBITDA margin was 7.3%, lower by 290 basis points year over year and a decrease of 180 basis points sequentially.

Full Year 2025 Results

Full year 2025 consolidated revenue was $2.730 billion, an 8% decrease from prior year. Full year net loss was ($96 million), or ($2.48) per diluted share, compared with net loss of ($147 million), or ($3.85) per diluted share, in the prior year. Adjusted diluted EPS was $1.36 compared with $3.31 in 2024.

Nurse and Allied Solutions segment revenue was $1.647 billion, a year-over-year decrease of 9%. The Physician and Leadership Solutions segment recorded revenue of $696 million, 4% lower compared with the prior year. Technology and Workforce Solutions segment revenue was $387 million, 12% lower year over year.

Full year consolidated gross margin was 28.3% compared with 30.8% for the prior year. The drop in gross margin year over year is attributable to a lower gross margin in all segments.

Full year consolidated SG&A expenses were $593 million, representing 21.7% of revenue as compared to $632 million, representing 21.2% of revenue, for the prior year. The year-over-year decrease in SG&A expenses was primarily due to reduced employee headcount and related expenses.

Full year loss from operations was ($55 million) compared with loss from operations of ($103 million) in the prior year. Adjusted EBITDA was $234 million, a year-over-year decrease of 31%. Adjusted EBITDA margin was 8.6%, 280 basis points lower year over year.

At December 31, 2025, cash and cash equivalents totaled $34 million. Cash flow from operations was $76 million for the quarter and $269 million for the full year. Capital expenditures were $8 million in the quarter and $36 million for the year. The Company ended the year with total debt outstanding of $775 million, including a revolving credit balance of $25 million, and a net leverage ratio of 3.3 to 1. The Company reduced its revolver balance by $185 million and total debt by $285 million in 2025.

First Quarter 2026 Outlook

Metric	Guidance*
Consolidated revenue	$1.225 – $1.240 billion
Gross margin	23.5% – 24.0%
SG&A as percentage of revenue	14.5% – 15.0%
Operating margin	5.9% – 6.5%
Adjusted EBITDA margin	9.7% – 10.2%

^{*Note: Guidance percentage metrics are approximate. For a reconciliation of adjusted EBITDA margin, see the table entitled “Reconciliation of Guidance Operating Margin to Guidance Adjusted EBITDA Margin” below.}

Consolidated revenue in the first quarter of 2026 is projected to be 78-80% higher than the year-ago period. Nurse and Allied Solutions segment revenue is expected to be 137-139% higher than prior year. Labor disruption revenue assumed in guidance is approximately $600 million with the final amount subject to completion of the events. This compares with $39 million in the prior-year quarter. We expect Physician and Leadership Solutions segment revenue in the first quarter to be 5-8% lower year over year. Technology and Workforce Solutions segment revenue is projected to be down 16-18% year over year.

Other first quarter estimates include depreciation expense of $16 million, depreciation in cost of services of $2 million, non-cash amortization expense of $18 million, stock-based compensation expense of $8 million, interest expense of $10 million, integration and other expenses of $2 million, an adjusted tax rate of 28%, and 39.0 million weighted average diluted shares.

Conference Call on February 19, 2026

AMN Healthcare Services, Inc. (NYSE: AMN), the leader and innovator in total talent solutions for healthcare, will host a conference call to discuss its fourth quarter and full year 2025 financial results and first quarter 2026 outlook on Thursday, February 19, 2026, at 5:00 p.m. Eastern Time. A live webcast of the call can be accessed through this webcast link, which also will be available at AMN Healthcare’s investor relations website. Interested parties may participate live via telephone by registering at this conference call link. Please follow the link and register with a valid e-mail address. A PIN will be provided to you with dial-in instructions. If you lose track of these details, please re-register at the conference call link above.

About AMN Healthcare

AMN Healthcare is the leader and innovator in total talent solutions for healthcare organizations across the United States. The Company provides access to the most comprehensive network of quality healthcare professionals through its innovative recruitment strategies and breadth of career opportunities. With insights and expertise, AMN Healthcare helps providers optimize their workforce to successfully reduce complexity, increase efficiency and improve patient outcomes. AMN total talent solutions include managed services programs, clinical and interim healthcare leaders, temporary staffing, direct hire and retained search solutions, vendor management systems, recruitment process outsourcing, predictive modeling, language interpretation services, revenue cycle solutions, credentialing, and other services. Clients include acute-care hospitals, community health centers and clinics, physician practice groups, retail and urgent care centers, home health facilities, schools, and many other healthcare settings. AMN Healthcare is committed to fostering and maintaining a diverse team that reflects the communities we serve. Our commitment to the inclusion of many different backgrounds, experiences and perspectives enables our innovation and leadership in the healthcare services industry.

The Company’s common stock is listed on the New York Stock Exchange under the symbol “AMN.” For more information about AMN Healthcare, visit www.amnhealthcare.com, where the Company posts news releases, investor presentations, webcasts, SEC filings and other material information. The Company also utilizes email alerts and Really Simple Syndication (“RSS”) as routine channels to supplement distribution of this information. To register for email alerts and RSS, visit http://ir.amnhealthcare.com.

Non-GAAP Measures

This earnings release and the non-GAAP reconciliation tables included with the earnings release contain certain non-GAAP financial information, which the Company provides as additional information, and not as an alternative, to the Company’s condensed consolidated financial statements presented in accordance with GAAP. These non-GAAP financial measures include (1) adjusted EBITDA, (2) adjusted EBITDA margin, (3) adjusted net income, and (4) adjusted diluted EPS. The Company provides such non-GAAP financial measures because management believes that they are useful both to management and investors as a supplement, and not as a substitute, when evaluating the Company’s operating performance. Additionally, management believes that adjusted EBITDA, adjusted EBITDA margin, adjusted net income, and adjusted diluted EPS serve as industry-wide financial measures. The Company uses adjusted EBITDA for making financial decisions, allocating resources and for determining certain incentive compensation objectives. The non-GAAP measures in this release are not in accordance with, or an alternative to, GAAP measures and may be different from non-GAAP measures, or may be calculated differently than other similarly titled non-GAAP measures, reported by other companies. They should not be used in isolation to evaluate the Company’s performance. A reconciliation of non-GAAP measures identified in this release, along with further detail about the use and limitations of certain of these non-GAAP measures, may be found below in the table entitled “Non-GAAP Reconciliation Tables” under the caption entitled “Reconciliation of Non-GAAP Items” and the footnotes thereto or on the Company’s website at https://ir.amnhealthcare.com/financials/quarterly-results/default.aspx. Additionally, from time to time, additional information regarding non-GAAP financial measures, including pro forma measures, may be made available on the Company’s website.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among others, statements concerning client retention, our ability to gain market share, whether our strategy to more effectively serve the broader market or our efforts and investments in automation and technology will be successful, demand for our services, and our outlook for 2026 consolidated revenue, gross margin, SG&A expenses as a percentage of revenue, operating margin, adjusted EBITDA margin, first quarter year-over-year revenue performance for each of our Nurse and Allied, Physician and Leadership, and Technology and Workforce Solutions reporting segments, labor disruption revenue, depreciation expense, depreciation in cost of services, non-cash amortization expense, stock-based compensation expense, interest expense, integration and other expenses, adjusted tax rate, and weighted average diluted shares. In addition, the financial results set forth in this press release reflect the Company’s current preliminary financial results prior to completion of the Company’s audit process and are subject to change. The Company bases these forward-looking statements on its current expectations, estimates and projections about future events and the industry in which it operates using information currently available to it. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” “estimates,” variations of such words and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Actual results could differ materially from those discussed in, or implied by, these forward-looking statements as a result of a variety of factors, including consummating and incorporating acquisitions into our business, complying with extensive federal and state regulations related to the conduct of our operations, and continuing to recruit and retain sufficient quality healthcare professionals at reasonable costs.

The targets and expectations noted in this release depend upon, among other factors, (i) the duration of the period that hospitals and other healthcare entities decrease their utilization of temporary employees, physicians, leaders and other workforce technology applications, (ii) the ability of our clients to increase the efficiency and effectiveness of their staffing management and recruiting efforts, through predictive analytics, online recruiting, telemedicine or otherwise, and successfully hire and retain permanent staff, (iii) the extent to which the extent and duration challenging economic times will cause an increase in under- and uninsured patients and a corresponding reduction in overall healthcare utilization and demand for our services, (iv) our ability to effectively address client demand by attracting and placing nurses and other clinicians, (v) our ability to anticipate and quickly respond to changing marketplace conditions, such as alternative modes of healthcare delivery, reimbursement, or client needs, (vi) the effects of the COVID-19 pandemic or any future pandemic or health crisis on our business, financial condition and results of operation, (vii) our ability to manage the pricing impact that consolidation of healthcare delivery organizations may have on our business, (viii) the extent to which challenging economic times will have on the financial condition and cash flow of many hospitals and healthcare systems such that it impairs their ability to make payments to us, timely or otherwise, for services rendered, (ix) our ability to recruit and retain sufficient quality healthcare professionals at reasonable costs (x) our ability to develop and evolve our current technology offerings and capabilities and implement new infrastructure and technology systems to optimize our operating results and manage our business effectively, (xiii) our ability to comply with extensive and complex federal and state laws and regulations related to the conduct of our operations, costs and payment for services and payment for referrals as well as laws regarding employment practices, (xi) security breaches and cybersecurity incidents, including ransomware, that could compromise our information and systems and (xi) our ability to consummate and effectively incorporate acquisitions into our business.

For a discussion of additional risk factors and a more complete discussion of some of the cautionary statements noted above that could cause actual results to differ from those implied by the forward-looking statements contained in this press release, please refer to “Risk Factors” under Item 1A of our most recent Annual Report on Form 10-K for the year ended December 31, 2025, our subsequent Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Be advised that developments subsequent to this press release are likely to cause these statements to become outdated and the Company is under no obligation (and expressly disclaims any such obligation) to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

Contact:

Randle Reece
Senior Director, Investor Relations
866.861.3229

AMN Healthcare Services, Inc. Condensed Consolidated Statements of Comprehensive Income (Loss) (in thousands, except per share amounts) (unaudited)
		Three Months Ended												Twelve Months Ended
		December 31,								Sept 30,				December 31,
			2025				2024				2025				2025				2024
Revenue		$	748,225			$	734,709			$	634,496			$	2,730,429			$	2,983,781
Cost of revenue			553,098				515,721				450,084				1,956,371				2,064,405
Gross profit			195,127				218,988				184,412				774,058				919,376
Gross margin			26.1	%			29.8	%			29.1	%			28.3	%			30.8	%
Operating expenses:
Selling, general and administrative (SG&A)			152,113				158,922				138,594				593,022				632,489
SG&A as a % of revenue			20.3	%			21.6	%			21.8	%			21.7	%			21.2	%
Depreciation and amortization (exclusive of depreciation included in cost of revenue)			34,854				40,161				37,380				147,869				167,103
(Gain) loss on sale of disposal group			42				—				(39,180	)			(39,138	)			—
Goodwill impairment losses			—				222,457				—				109,515				222,457
Long-lived assets impairment loss			—				—				—				18,262				—
Total operating expenses			187,009				421,540				136,794				829,530				1,022,049
Income (loss) from operations			8,118				(202,552	)			47,618				(55,472	)			(102,673	)
Operating margin (1)			1.1	%			(27.6	)%			7.5	%			(2.0	)%			(3.4	)%
Interest expense, net, and other (2)			12,280				23,114				9,627				45,591				69,901
Income (loss) before income taxes			(4,162	)			(225,666	)			37,991				(101,063	)			(172,574	)
Income tax expense (benefit)			3,534				(38,133	)			8,703				(5,361	)			(25,595	)
Net income (loss)		$	(7,696	)		$	(187,533	)		$	29,288			$	(95,702	)		$	(146,979	)
Net income (loss) as a % of revenue			(1.0	)%			(25.5	)%			4.6	%			(3.5	)%			(4.9	)%
Other comprehensive income (loss):
Unrealized gains (losses) on available-for-sale securities, net, and other			(286	)			45				80				309				412
Other comprehensive income (loss)			(286	)			45				80				309				412
Comprehensive income (loss)		$	(7,982	)		$	(187,488	)		$	29,368			$	(95,393	)		$	(146,567	)
Net income (loss) per common share
Basic		$	(0.20	)		$	(4.90	)		$	0.76			$	(2.48	)		$	(3.85	)
Diluted		$	(0.20	)		$	(4.90	)		$	0.76			$	(2.48	)		$	(3.85	)
Weighted average common shares outstanding:
Basic			38,733				38,263				38,619				38,521				38,188
Diluted			38,733				38,263				38,693				38,521				38,188

AMN Healthcare Services, Inc. Condensed Consolidated Balance Sheets (dollars in thousands) (unaudited)
		December 31, 2025				September 30, 2025				December 31, 2024
Assets
Current assets:
Cash and cash equivalents		$	33,972			$	52,636			$	10,649
Accounts receivable, net			382,560				391,100				437,817
Accounts receivable, subcontractor			48,041				51,610				70,481
Prepaid and other current assets			80,803				74,977				75,968
Total current assets			545,376				570,323				594,915
Restricted cash, cash equivalents and investments			45,606				44,362				71,840
Fixed assets, net			136,361				146,979				186,270
Other assets			282,552				276,764				258,053
Deferred income taxes, net			44,877				42,637				25,829
Goodwill			755,809				755,809				897,456
Intangible assets, net			283,526				302,077				381,364
Total assets		$	2,094,107			$	2,138,951			$	2,415,727
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses		$	161,968			$	171,135			$	184,311
Accrued compensation and benefits			298,837				293,182				287,544
Other current liabilities			116,809				77,845				73,930
Total current liabilities			577,614				542,162				545,785
Revolving credit facility			25,000				—				210,000
Notes payable, net			742,053				846,759				845,872
Other long-term liabilities			107,334				105,621				107,450
Total liabilities			1,452,001				1,494,542				1,709,107
Commitments and contingencies
Stockholders’ equity:			642,106				644,409				706,620
Total liabilities and stockholders’ equity		$	2,094,107			$	2,138,951			$	2,415,727

AMN Healthcare Services, Inc. Summary Condensed Consolidated Statements of Cash Flows (dollars in thousands) (unaudited)
		Three Months Ended												Twelve Months Ended
		December 31,								Sept 30,				December 31,
			2025				2024				2025				2025				2024
Net cash provided by operating activities		$	75,572			$	72,814			$	22,666			$	269,457			$	320,418
Net cash provided by (used in) investing activities			(8,053	)			(14,203	)			58,992				4,302				(79,938	)
Net cash used in financing activities			(83,242	)			(79,898	)			(71,214	)			(295,893	)			(259,448	)
Net increase (decrease) in cash, cash equivalents and restricted cash			(15,723	)			(21,287	)			10,444				(22,134	)			(18,968	)
Cash, cash equivalents and restricted cash at beginning of period			82,894				110,592				72,450				89,305				108,273
Cash, cash equivalents and restricted cash at end of period		$	67,171			$	89,305			$	82,894			$	67,171			$	89,305

AMN Healthcare Services, Inc. Non-GAAP Reconciliation Tables (dollars in thousands, except per share data) (unaudited)
		Three Months Ended												Twelve Months Ended
		December 31,								Sept 30,				December 31,
			2025				2024				2025				2025				2024
Reconciliation of Non-GAAP Items:
Net income (loss)		$	(7,696	)		$	(187,533	)		$	29,288			$	(95,702	)		$	(146,979	)
Income tax expense (benefit)			3,534				(38,133	)			8,703				(5,361	)			(25,595	)
Income (loss) before income taxes			(4,162	)			(225,666	)			37,991				(101,063	)			(172,574	)
Interest expense, net, and other (2)			12,280				23,114				9,627				45,591				69,901
Income (loss) from operations			8,118				(202,552	)			47,618				(55,472	)			(102,673	)
Depreciation and amortization			34,854				40,161				37,380				147,869				167,103
Depreciation (included in cost of revenue) (3)			2,376				1,313				2,248				8,731				6,676
(Gain) loss on sale of disposal group			42				—				(39,180	)			(39,138	)			—
Goodwill impairment losses			—				222,457				—				109,515				222,457
Long-lived assets impairment loss			—				—				—				18,262				—
Share-based compensation			5,762				3,666				6,713				30,683				23,317
Acquisition, integration, and other costs (4)			3,331				10,078				2,727				14,028				23,870
Adjusted EBITDA (5)		$	54,483			$	75,123			$	57,506			$	234,478			$	340,750
Adjusted EBITDA margin (6)			7.3	%			10.2	%			9.1	%			8.6	%			11.4	%
Net income (loss)		$	(7,696	)		$	(187,533	)		$	29,288			$	(95,702	)		$	(146,979	)
Adjustments:
Amortization of intangible assets			18,551				21,036				20,441				78,027				92,770
Acquisition, integration, and other costs (4)			3,331				10,078				2,727				14,028				23,870
(Gain) loss on sale of disposal group			42				—				(39,180	)			(39,138	)			—
Goodwill impairment losses			—				222,457				—				109,515				222,457
Long-lived assets impairment loss			—				—				—				18,262				—
Fair value changes of equity investments and instruments (2)			—				9,730				—				—				9,730
Debt financing related costs			1,156				—				—				1,156				—
Tax effect on above adjustments			(6,001	)			(47,100	)			4,163				(33,538	)			(69,337	)
State tax audit reserve (7)			—				—				—				2,889				—
Tax effect of COLI fair value changes (8)			(1,713	)			(290	)			(2,848	)			(6,637	)			(6,464	)
Tax deficiencies (benefits) related to equity awards and ESPP (9)			892				465				463				3,642				610
Adjusted net income (10)		$	8,562			$	28,843			$	15,054			$	52,504			$	126,657
GAAP diluted net income (loss) per share (EPS)		$	(0.20	)		$	(4.90	)		$	0.76			$	(2.48	)		$	(3.85	)
Adjustments			0.42				5.65				(0.37	)			3.84				7.16
Adjusted diluted EPS (11) (12)		$	0.22			$	0.75			$	0.39			$	1.36			$	3.31

AMN Healthcare Services, Inc. Supplemental Segment Financial and Operating Data (dollars in thousands, except operating data) (unaudited)
		Three Months Ended												Twelve Months Ended
		December 31,								Sept 30,				December 31,
			2025				2024				2025				2025				2024
Revenue
Nurse and allied solutions		$	490,710			$	454,654			$	361,476			$	1,647,318			$	1,815,718
Physician and leadership solutions			169,552				173,141				178,214				696,362				728,608
Technology and workforce solutions			87,963				106,914				94,806				386,749				439,455
		$	748,225			$	734,709			$	634,496			$	2,730,429			$	2,983,781
Segment operating income (13)
Nurse and allied solutions		$	36,484			$	38,932			$	28,761			$	125,966			$	173,591
Physician and leadership solutions			12,918				17,032				15,730				56,596				79,049
Technology and workforce solutions			24,896				40,278				30,889				126,244				173,755
			74,298				96,242				75,380				308,806				426,395
Unallocated corporate overhead (14)			19,815				21,119				17,874				74,328				85,645
Adjusted EBITDA (5)		$	54,483			$	75,123			$	57,506			$	234,478			$	340,750
Gross Margin
Nurse and allied solutions			21.6	%			23.8	%			24.1	%			23.0	%			24.5	%
Physician and leadership solutions			27.5	%			28.5	%			27.2	%			27.6	%			29.7	%
Technology and workforce solutions			48.1	%			57.3	%			51.5	%			52.7	%			58.9	%
Operating Data:
Nurse and allied solutions
Average travelers on assignment (15)			8,722				9,206				8,203				8,674				10,052
Physician and leadership solutions
Days filled (16)			48,004				51,641				52,723				203,394				220,045
Revenue per day filled (17)		$	2,834			$	2,646			$	2,764			$	2,779			$	2,574

		December 31,				September 30,
		2025		2024		2025
Leverage ratio (18)		3.3		3.0		3.3

AMN Healthcare Services, Inc. Additional Supplemental Non-GAAP Disclosures Reconciliation of Guidance Operating Margin to Guidance Adjusted EBITDA Margin (unaudited)
		Three Months Ended
		March 31, 2026
		Low (19)		High (19)
Operating margin		5.9%		6.5%
Depreciation and amortization (total)		2.9%		2.8%
EBITDA margin		8.8%		9.3%
Share-based compensation		0.7%		0.7%
Integration and other costs		0.2%		0.2%
Adjusted EBITDA margin		9.7%		10.2%

(1)	Operating margin represents income (loss) from operations divided by revenue.
(2)	Changes in the fair value of equity investments and instruments are recognized in interest expense, net, and other. Since the changes in fair value are unrelated to the Company’s operating performance, we exclude the impact from the calculations of adjusted net income and adjusted diluted EPS.
(3)	A portion of depreciation expense for AMN Language Services is included in cost of revenue. We exclude the impact of depreciation included in cost of revenue from the calculation of adjusted EBITDA.
(4)	Acquisition, integration, and other costs include acquisition and integration costs, net changes in the fair value of contingent consideration liabilities for recently acquired companies, certain legal expenses, restructuring expenses and other costs associated with exit or disposal activities, and certain nonrecurring expenses, which we exclude from the calculation of adjusted EBITDA, adjusted net income, and adjusted diluted EPS because we believe that these expenses are not indicative of the Company’s operating performance. For the three and twelve months ended December 31, 2025, acquisition and integration costs were approximately $0.5 million and $2.3 million, respectively, certain legal expenses were approximately $0.8 million and $5.2 million, respectively, expenses related to the closures of certain office leases were approximately $0.2 million and $0.7 million, respectively, restructuring expenses and other costs associated with exit or disposal activities were approximately $0.8 million and $3.2 million, respectively, and other expenses were approximately $1.0 million and $2.7 million, respectively. For the three and twelve months ended December 31, 2024, acquisition and integration costs were approximately $0.4 million and $2.2 million, respectively, expenses related to the closures of certain office leases were approximately $0.5 million and $2.3 million, respectively, restructuring expenses and other costs associated with exit or disposal activities were approximately $0.4 million and $6.7 million, respectively, and other expenses were approximately $8.8 million and $14.1 million, respectively. Included in other expenses was an immaterial out-of-period adjustment of $7.3 million related to a revenue-based state tax audit. Certain legal expenses were approximately $1.0 million for the twelve months ended December 31, 2024. Additionally, the aforementioned costs for the twelve months ended December 31, 2024 were partially offset by an immaterial out-of-period adjustment of $2.4 million related to acquisition-related costs incurred in connection with the acquisition of MSDR.
(5)	Adjusted EBITDA represents net income (loss) plus interest expense (net of interest income) and other, income tax expense (benefit), depreciation and amortization, depreciation (included in cost of revenue), (gain) loss on sale of disposal group, goodwill impairment losses, long-lived assets impairment loss, acquisition, integration, and other costs, restructuring expenses, certain legal expenses, and share-based compensation. Management believes that adjusted EBITDA provides an effective measure of the Company’s results, as it excludes certain items that management believes are not indicative of the Company’s operating performance. Adjusted EBITDA is not intended to represent cash flows for the period, nor has it been presented as an alternative to income (loss) from operations or net income (loss) as an indicator of operating performance. Although management believes that some of the items excluded from adjusted EBITDA are not indicative of the Company’s operating performance, these items do impact the consolidated statements of comprehensive income (loss), and management therefore utilizes adjusted EBITDA as an operating performance measure in conjunction with GAAP measures such as net income (loss).
(6)	Adjusted EBITDA margin represents adjusted EBITDA divided by revenue.
(7)	The Company recorded a reserve related to a state tax audit during the year ended December 31, 2025. Since this reserve is largely unrelated to our income (loss) before taxes and is unrepresentative of our normal effective tax rate, we excluded its impact in the calculation of adjusted net income and adjusted diluted EPS.
(8)	The Company records net tax expense (benefit) related to the income tax treatment of the fair value changes in the cash surrender value of its company owned life insurance (“COLI”). Since this change in fair value is unrelated to the Company’s operating performance, we excluded the impact on adjusted net income and adjusted diluted EPS.
(9)	The consolidated effective tax rate is affected by the recording of tax benefits and tax deficiencies related to equity awards vested during the period and tax benefits recognized for disqualifying dispositions related to our employee stock purchase plan (“ESPP”). The magnitude of the impact of tax benefits and tax deficiencies generated in the future related to equity awards and ESPP is dependent upon the Company’s future grants of share-based compensation, the Company’s future stock price on the date awards vest in relation to the fair value of the awards on the grant date, the Company’s future stock price on either the ESPP’s offering date or purchase date, whichever is lower, and the length of time the shares issued under the ESPP are held by employees. Since these tax benefits and tax deficiencies are largely unrelated to our income (loss) before taxes and are unrepresentative of our normal effective tax rate, we excluded their impact in the calculations of adjusted net income and adjusted diluted EPS.
(10)	Adjusted net income represents GAAP net income (loss) excluding the impact of the (A) amortization of intangible assets, (B) acquisition, integration, and other costs, (C) (gain) loss on sale of disposal group, (D) goodwill impairment losses, (E) long-lived assets impairment loss, (F) certain legal expenses, (G) changes in fair value of equity investments and instruments, (H) deferred financing related costs, (I) tax effect, if any, of the foregoing adjustments, (J) state tax audit reserve, (K) tax benefits and tax deficiencies relating to equity awards vested and ESPP, (L) net tax expense (benefit) related to the income tax treatment of fair value changes in the cash surrender value of its COLI, and (M) restructuring tax benefits. Management included this non-GAAP measure to provide investors and prospective investors with an alternative method for assessing the Company’s operating results in a manner that is focused on its operating performance and to provide a more consistent basis for comparison between periods. However, investors and prospective investors should note that this non-GAAP measure involves judgment by management (in particular, judgment as to what is classified as a special item to be excluded in the calculation of adjusted net income). Although management believes the items in the calculation of adjusted net income are not indicative of the Company’s operating performance, these items do impact the consolidated statements of comprehensive income (loss), and management therefore utilizes adjusted net income as an operating performance measure in conjunction with GAAP measures such as GAAP net income (loss).
(11)	Adjusted diluted EPS represents adjusted net income divided by diluted weighted average common shares outstanding. Management included this non-GAAP measure to provide investors and prospective investors with an alternative method for assessing the Company’s operating results in a manner that is focused on its operating performance and to provide a more consistent basis for comparison between periods. However, investors and prospective investors should note that this non-GAAP measure involves judgment by management (in particular, judgment as to what is classified as a special item to be excluded in the calculation of adjusted net income). Although management believes the items in the calculation of adjusted net income are not indicative of the Company’s operating performance, these items do impact the consolidated statements of comprehensive income (loss), and management therefore utilizes adjusted diluted EPS as an operating performance measure in conjunction with GAAP measures such as GAAP diluted EPS.
(12)	As GAAP net loss is reported for the three and twelve months ended December 31, 2025 and three and twelve months ended December 31, 2024, basic weighted average common shares outstanding was used to calculate GAAP diluted EPS for those periods because the dilutive potential common shares have an anti-dilutive effect (i.e., result in a lower loss per share). As adjusted net income is reported for the three and twelve months ended December 31, 2025, diluted weighted average common shares outstanding (including dilutive potential common shares) of 38,817 and 38,609, respectively, were used to calculate adjusted diluted EPS. As adjusted net income is reported for the three and twelve months ended December 31, 2024, diluted weighted average common shares outstanding (including dilutive potential common shares) of 38,329 and 38,273, respectively, were used to calculate adjusted diluted EPS.
(13)	Segment operating income represents net income (loss) plus interest expense (net of interest income) and other, income tax expense (benefit), depreciation and amortization, depreciation (included in cost of revenue), unallocated corporate overhead, acquisition, integration, and other costs, legal settlement accrual changes, share-based compensation, goodwill impairment losses, long-lived assets impairment loss, and (gain) loss on sale of disposal group.
(14)	Unallocated corporate overhead (as presented in the tables above) consists of unallocated corporate overhead (as reflected in our quarterly and annual financial statements filed with the SEC) less acquisition, integration, and other costs and legal settlement accrual changes.
(15)	Average travelers on assignment represents the average number of nurse and allied healthcare professionals on assignment during the period presented.
(16)	Days filled is calculated by dividing the locum tenens hours filled during the period by eight hours.
(17)	Revenue per day filled represents revenue of the Company’s locum tenens business divided by days filled for the period presented.
(18)	Leverage ratio represents the ratio of the consolidated funded indebtedness (as calculated per the Company’s credit agreement) at the end of the subject period to the consolidated adjusted EBITDA (as calculated per the Company’s credit agreement) for the twelve-month period ended at the end of the subject period.
(19)	Guidance percentage metrics are approximate.

HOUSTON, TX, Feb. 19, 2026 (GLOBE NEWSWIRE) — Abundia Global Impact Group, Inc. (NYSE: AGIG) (“Abundia” or the “Company”), a low-carbon energy solutions company focused on converting biomass and plastics waste into high-value low-carbon fuels, today announced that it has entered into a securities purchase agreement with a new fundamental institutional investor for the purchase and sale of 5,934,718 shares of common stock (or pre-funded warrants in lieu thereof) in a registered direct offering. The offering is expected to result in gross proceeds of approximately $20 million, before deducting offering expenses. The closing of the offering is expected to occur on or about February 23, 2026, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from this investment to complete the Front-End Engineering and Design (FEED) study, finalize the acquisition of RPD Technologies, reduce debt, initiate construction of its innovation hub, and for working capital and general corporate purposes.

Titan Partners, a division of American Capital Partners, is acting as the sole placement agent for the offering.

“Today’s financing represents an important milestone for Abundia as we advance toward commercial deployment,” said Ed Gillespie, Chief Executive Officer of Abundia. “This transaction will meaningfully de-risk our near-term objectives and is expected to fully fund the completion of our FEED study, the advancement of the RPD Technologies acquisition, and the accelerated development of our innovation hub. Together, these initiatives represent critical value inflection points as we build a scalable platform for long-term growth.”

This offering is being made in the United States pursuant to an effective shelf registration statement on Form S-3 (File No. 333-290308) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) that became effective on November 3, 2025. The offering is made only by means of a prospectus supplement, which will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at [email protected].

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

About Abundia Global Impact Group, Inc. 

Abundia Global Impact Group, Inc. (NYSE: AGIG), formerly Houston American Energy Corp., is a low-carbon energy company focused on converting waste into value. Headquartered in Houston, Texas, we are developing commercial-scale facilities that transform waste plastics and biomass into drop-in fuels and low-carbon chemical feedstocks. Our flagship project at Cedar Port positions Abundia at the center of the Gulf Coast’s energy and chemical infrastructure, with access to feedstock supply chains, upgrading partners, and end markets.

For more information, please visit www.abundiaimpact.com.

Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking information generally is accompanied by words such as “believe,” “may,” “will,” “could,” “intend,” “expect,” “plan,” “predict,” “potential” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking information is based on management’s current expectations and beliefs and is subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking information in this press release includes, but is not limited to, statements about the amount of proceeds from the offering and use of such proceeds. Actual results may differ materially from those indicated by these forward-looking statements as a result of a variety of factors, including, but not limited to: (i) risks and uncertainties impacting the Company’s business including, risks related to its current liquidity position and the need to obtain additional financing to support ongoing operations, the Company’s ability to continue as a going concern, the Company’s ability to maintain the listing of its common stock on NYSE American, the Company’s ability to predict its rate of growth, and (ii) other risks as set forth from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are beyond the control of the Company.

With respect to the forward-looking information contained in this news release, the Company has made numerous assumptions. While the Company considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. A complete discussion of the risks and uncertainties facing the Company’s business is disclosed in our Annual Report on Form 10-K and other filings with the SEC on www.sec.gov.

All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

Investors:

CORE IR
[email protected]

STEINHAUSEN, Switzerland, Feb. 19, 2026 (GLOBE NEWSWIRE) — Transocean Ltd. (NYSE: RIG) today reported financial results for the fourth quarter and full year of 2025. The Company will hold a conference call and webcast at 9 a.m. EST, 3 p.m. CET, on Friday, February 20, 2026, to discuss the results, with participation details included in this release. In addition, supplemental slides have been posted to the Investors section of the Company’s website at www.deepwater.com.

2025 KEY POINTS

• Operating revenues were $3.965 billion, up 13% from $3.524 billion in 2024.
• Revenue efficiency⁽¹⁾ was 96.5%, up from 94.5%.
• Net loss attributable to controlling interest was $2.915 billion, $3.04 per diluted share.
• Adjusted EBITDA of $1.37 billion, up from $1.148 billion or 19%.
• Cash flows from operations were $749 million, up $302 million or 68%.
• Free cash flow was $626 million, up $433 million from $193 million.
• Total principal amount of debt reduced to $5.686 billion, down $1.258 billion or 18%.
• Total liquidity of $1.507 billion, including undrawn revolving credit facility.
• Added $839 million in contract backlog⁽²⁾ at a weighted average dayrate of $453,000.

“During 2025, we took significant strides to strengthen our capital structure, sustainably lowering costs, and ensuring we continue to deliver best in class service to our customers around the world,” said President and Chief Executive Officer, Keelan Adamson.   “At just shy of 98%, we delivered our best uptime performance on record while making significant progress in strengthening our balance sheet by retiring approximately $1.3 billion in debt principal and saving nearly $90 million in annualized interest expense.

“In 2026, Transocean achieves its 100th year as a company. As we proudly celebrate this centennial milestone, our primary objective will be to exceed our customers’ expectations by delivering safe, efficient, and reliable operations, thereby creating value for our shareholders.

“We believe that our recently announced definitive agreement to combine with Valaris is entirely consistent with these objectives. Customers and investors alike will benefit from the expanded fleet of best-in-class, high-specification rigs and strong pro forma cash flow which improves our financial flexibility, enables accelerated debt reduction, and continued investment in our people, assets, and technologies to enhance the delivery of our services.”

FULL YEAR 2025 FINANCIAL SUMMARY

	Years ended December 31,										sequential
	2025					2024					change
(In millions, except per share amounts and percentages)
Contract drilling revenues	$	3,965				$	3,524				$	441
Revenue efficiency		96.5		%			94.5		%
Operating and maintenance expense	$	2,406				$	2,199				$	(207	)
Net loss attributable to controlling interest	$	(2,915	)			$	(512	)			$	(2,403	)
Basic loss per share	$	(3.04	)			$	(0.60	)			$	(2.44	)
Diluted loss per share	$	(3.04	)			$	(0.76	)			$	(2.28	)
Adjusted EBITDA	$	1,370				$	1,148				$	222
Adjusted EBITDA margin		34.6		%			32.5		%
Adjusted net income (loss)	$	37				$	(54	)			$	91
Adjusted diluted earnings (loss) per share	$	0.04				$	(0.26	)			$	0.30

Net loss attributable to controlling interest was $2.915 billion, $3.04 per diluted share.

Full year results included $2.952 billion, $3.08 per diluted share, net unfavorable items as follows:

• $3.036 billion, $3.16 per diluted share, loss on impairment of assets, net of tax; and
• $99 million, $0.10 per diluted share, loss on conversion of debt to equity.

These are partially offset by:

• $179 million, $0.18 per diluted share, discrete tax items; and
• $4 million of other favorable items, net.

Excluding these net unfavorable items, Adjusted Net Income was $37 million, $0.04 per diluted share.

Total shares outstanding were 1.1 billion at December 31, 2025.

4Q25 FINANCIAL SUMMARY

	Three months ended														Three months ended
	December 31,				September 30,					sequential					December 31,					year-over-year
	2025				2025					change					2024					change
(In millions, except per share amounts and percentages)
Contract drilling revenues	$	1,043			$	1,028				$	15				$	952				$	91
Revenue efficiency		96.2	%			97.5		%								93.5		%
Operating and maintenance expense	$	605			$	584				$	(21	)			$	579				$	(26	)
Net income (loss) attributable to controlling interest	$	25			$	(1,923	)			$	1,948				$	7				$	18
Basic earnings (loss) per share	$	0.02			$	(2.00	)			$	2.02				$	0.01				$	0.01
Diluted earnings (loss) per share	$	0.02			$	(2.00	)			$	2.02				$	(0.11	)			$	0.13
Adjusted EBITDA	$	385			$	397				$	(12	)			$	323				$	62
Adjusted EBITDA margin		36.8	%			38.7		%								33.9		%
Adjusted net income	$	21			$	62				$	(41	)			$	27				$	(6	)
Adjusted diluted earnings (loss) per share	$	0.02			$	0.06				$	(0.04	)			$	(0.09	)			$	0.11

• Net income attributable to controlling interest of $25 million, $0.02 per diluted share.
• Cash provided by operating activities was $349 million, up 42% compared to prior quarter and was primarily related to working capital improvements.
• Contract drilling revenues were $1.043 billion, up 1.5% compared to prior quarter, primarily related to improved rig utilization, partially offset by slightly lower revenue efficiency across the fleet.
• Operating and maintenance expense was $605 million, up 3.6% compared to prior quarter, primarily related to four rigs undergoing recertifications or shipyard maintenance, partially offset by lower costs on rigs sold or classified as held for sale.
• Interest expense was $132 million, excluding the effect of the bifurcated exchange feature of the 4.625% exchangeable bonds due 2029, down 6% compared to prior quarter, primarily due to our debt reduction efforts achieved in the fourth quarter.
• Capital expenditures were $28 million.
• The Effective Tax Rate⁽³⁾ was 68.8%, up from (1.4)% in the prior quarter. The increase was primarily due to losses on rig impairments in the prior quarter. Excluding discrete items, the Effective Tax Rate was 72.3% compared to 34.8% in the previous quarter. Cash taxes paid in the period were $18 million.

FLEET STATUS REPORT AND CONTRACT BACKLOG

• We published our Fleet Status Report today.   Since the October 2025 report, we added 10 new fixtures with an aggregate incremental backlog of approximately $610 million and a weighted average dayrate of $417,000 per day.
• As of February 19, 2026, the total backlog is approximately $6.1 billion.

2026 FIRST QUARTER AND FULL YEAR OUTLOOK

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

		1Q26E					FY26E
(In millions, except percentages)
Contract drilling revenues	$	1,020 – 1,050				$	3,800 – 3,950
Revenue efficiency, fleet wide (1)		96.50%					96.50%
Selected costs and expenses
Operating and maintenance expense	$	605 – 625				$	2,250 – 2,375
General and administrative	$	40 – 50				$	170 – 180
Interest expense	$	125				$	480
Interest income	$	(5) – (10)				$	(30) – (35)
Capital expenditures	$	35 – 45				$	130
Cash taxes	$	15				$	85 – 90
Total liquidity		not provided				$	1,600 – 1,700

CONFERENCE CALL INFORMATION

Transocean plans to host a conference call at 9 a.m. EST, 3 p.m. CET, on Friday, February 20, 2026, to discuss the results. To participate, dial +1 785-424-1619 approximately 15 minutes prior to the scheduled start time and refer to conference code 788952.

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

A replay of the call will be available after 12 p.m. EST, 6 p.m. CET, on Friday, February 20, 2026. The replay, which will be archived for approximately 30 days, can be accessed at +1 402-220-6068, passcode 788952. The replay will also be available on the Company’s website.

NON-GAAP FINANCIAL MEASURES

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

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

ABOUT TRANSOCEAN

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

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

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

FORWARD-LOOKING STATEMENTS

The statements described herein or in the Fleet Status Report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements could contain words such as “possible,” “intend,” “will,” “if,” “expect,” “estimate,” “may,” “approximate,” “could,” “plan,” or other similar expressions. Forward-looking statements in the Fleet Status Report include, but are not limited to, statements involving estimated duration of customer contracts, contract dayrate amounts, future contract commencement dates and locations, planned shipyard projects and other out-of-service time, sales of drilling units, and the cost and timing of mobilizations and reactivations. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the level of activity in offshore oil and gas exploration and development, exploration success by producers, operating hazards and delays, risks associated with international operations, actions by customers and other third parties, the fluctuation of current and future prices of oil and gas, the global and regional supply and demand for oil and gas, the intention to scrap certain drilling rigs, the effects of the spread of and mitigation efforts by governments, businesses and individuals related to contagious illnesses, and other factors, including our expectations regarding the timing, completion and anticipated benefits of the proposed business combination with Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda, and those and other risks discussed in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2024, and in the Company’s other filings with the SEC, which are available free of charge on the SEC’s website at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or the other consequences of such a development worsen, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or expressed or implied by such forward-looking statements. All subsequent written and oral forward-looking statements attributable to the company or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements, each of which speaks only as of the date of the particular statement. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or beliefs with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based, except as required by law.

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

NOTES

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

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

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

TRANSOCEAN LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data) (Unaudited)
		Years ended December 31,
		2025				2024				2023
Contract drilling revenues		$	3,965			$	3,524			$	2,832
Costs and expenses
Operating and maintenance			2,406				2,199				1,986
Depreciation and amortization			659				739				744
General and administrative			195				214				187
			3,260				3,152				2,917
Loss on impairment of assets			(3,049	)			(772	)			(57	)
Gain (loss) on disposal of assets, net			7				(17	)			(183	)
Operating loss			(2,337	)			(417	)			(325	)
Other income (expense), net
Interest income			40				50				52
Interest expense, net of amounts capitalized			(555	)			(362	)			(646	)
Gain (loss) on retirement of debt			3				161				(31	)
Other, net			(99	)			45				9
			(611	)			(106	)			(616	)
Loss before income taxes			(2,948	)			(523	)			(941	)
Income tax expense (benefit)			(33	)			(11	)			13
Net loss			(2,915	)			(512	)			(954	)
Net income attributable to noncontrolling interest			—				—				—
Net loss attributable to controlling interest		$	(2,915	)		$	(512	)		$	(954	)
Loss per share
Basic		$	(3.04	)		$	(0.60	)		$	(1.24	)
Diluted		$	(3.04	)		$	(0.76	)		$	(1.24	)
Weighted-average shares outstanding
Basic			960				850				768
Diluted			960				925				768

TRANSOCEAN LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In millions, except share data) (Unaudited)
		December 31,
		2025				2024
Assets
Cash and cash equivalents		$	620			$	560
Accounts receivable, net			540				564
Materials and supplies, net			378				439
Assets held for sale			24				343
Restricted cash and cash equivalents			377				381
Other current assets			142				165
Total current assets			2,081				2,452
Property and equipment			17,451				22,417
Less accumulated depreciation			(4,874	)			(6,586	)
Property and equipment, net			12,577				15,831
Deferred tax assets, net			61				45
Other assets			923				1,043
Total assets		$	15,642			$	19,371
Liabilities and equity
Accounts payable		$	242			$	255
Accrued income taxes			22				31
Debt due within one year			445				686
Other current liabilities			627				691
Total current liabilities			1,336				1,663
Long-term debt			5,212				6,195
Deferred tax liabilities, net			404				499
Other long-term liabilities			582				729
Total long-term liabilities			6,198				7,423
Commitments and contingencies
Shares, $0.10 par value, 1,204,009,681 authorized, 141,262,093 conditionally authorized, 1,204,009,681 issued and 1,101,528,481 outstanding at December 31, 2025, and 1,057,879,029 authorized, 141,262,093 conditionally authorized, 940,828,901 issued and 875,830,772 outstanding at December 31, 2024			110				87
Additional paid-in capital			15,604				14,880
Accumulated deficit			(7,460	)			(4,545	)
Accumulated other comprehensive loss			(146	)			(138	)
Total controlling interest shareholders’ equity			8,108				10,284
Noncontrolling interest			—				1
Total equity			8,108				10,285
Total liabilities and equity		$	15,642			$	19,371

TRANSOCEAN LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) (Unaudited)
		Years ended December 31,
		2025				2024				2023
Cash flows from operating activities
Net loss		$	(2,915	)		$	(512	)		$	(954	)
Adjustments to reconcile to net cash provided by operating activities:
Amortization of contract intangible asset			—				4				52
Depreciation and amortization			659				739				744
Share-based compensation expense			35				47				40
Loss on impairment of assets			3,049				772				57
(Gain) loss on disposal of assets, net			(7	)			17				183
Amortization of debt-related balances, net			48				53				51
(Gain) loss on adjustment to bifurcated compound exchange feature			(10	)			(214	)			127
(Gain) loss on retirement of debt			(3	)			(161	)			31
Loss on conversion of debt to equity			99				—				27
Loss on impairment of investment in unconsolidated affiliate			—				5				5
Deferred income tax expense (benefit)			(111	)			(42	)			18
Other, net			14				(19	)			(1	)
Changes in contract liabilities, net			(170	)			45				70
Changes in deferred costs, net			86				(2	)			(190	)
Changes in other operating assets and liabilities, net			(25	)			(285	)			(96	)
Net cash provided by operating activities			749				447				164
Cash flows from investing activities
Capital expenditures			(123	)			(254	)			(427	)
Investment in loans to unconsolidated affiliates			—				(3	)			(3	)
Investment in equity of unconsolidated affiliates			—				—				(10	)
Proceeds from disposal of assets, net of costs to sell			84				101				10
Proceeds from disposal of equity investment in unconsolidated affiliate			6				—				—
Cash acquired in acquisition of unconsolidated affiliates			—				5				7
Net cash used in investing activities			(33	)			(151	)			(423	)
Cash flows from financing activities
Repayments of debt			(1,556	)			(2,103	)			(1,717	)
Proceeds from issuance of debt, net of issue costs			492				1,770				1,983
Proceeds from issuance of shares, net of issue costs			421				—				—
Other, net			(17	)			(17	)			(3	)
Net cash provided by (used in) financing activities			(660	)			(350	)			263
Net increase (decrease) in unrestricted and restricted cash and cash equivalents			56				(54	)			4
Unrestricted and restricted cash and cash equivalents, beginning of period			941				995				991
Unrestricted and restricted cash and cash equivalents, end of period		$	997			$	941			$	995

TRANSOCEAN LTD. AND SUBSIDIARIES
FLEET OPERATING STATISTICS
		Three months ended
		December 31,			September 30,			December 31,
Contract Drilling Revenues (in millions)		2025			2025			2024
Ultra-deepwater floaters		$	724		$	696		$	675
Harsh environment floaters			319			332			277
Total contract drilling revenues		$	1,043		$	1,028		$	952

		Three months ended
		December 31,			September 30,			December 31,
Average Daily Revenue (1)		2025			2025			2024
Ultra-deepwater floaters		$	466,000		$	460,200		$	428,200
Harsh environment floaters			449,800			467,100			452,600
Total fleet average daily revenue		$	461,300		$	462,300		$	434,700

			Three months ended
			December 31,			September 30,			December 31,
Revenue Efficiency (2)			2025			2025			2024
Ultra-deepwater floaters			95.7	%		96.2	%		92.0	%
Harsh environment floaters			97.2	%		100.8	%		97.6	%
Total fleet average revenue efficiency			96.2	%		97.5	%		93.5	%

			Three months ended
			December 31,			September 30,			December 31,
Utilization (3)			2025			2025			2024
Ultra-deepwater floaters			82.1	%		71.0	%		64.3	%
Harsh environment floaters			96.6	%		90.6	%		75.0	%
Total fleet average rig utilization			85.8	%		76.0	%		66.8	%
(1) Average daily revenue is defined as operating revenues, excluding revenues for contract terminations, reimbursements and contract intangible amortization, earned per operating day. An operating day is defined as a day for which a rig is contracted to earn a dayrate during the firm contract period after operations commence.
(2) Revenue efficiency is defined as actual operating revenues, excluding revenues for contract terminations and reimbursements, for the measurement period divided by the maximum revenue calculated for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding revenues for incentive provisions, reimbursements and contract terminations.
(3) Rig utilization is defined as the total number of operating days divided by the total number of rig calendar days in the measurement period, expressed as a percentage.

                                                                                                                                                                                                                        

TRANSOCEAN LTD. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
ADJUSTED NET INCOME (LOSS) AND ADJUSTED DILUTED EARNINGS (LOSS) PER SHARE
(in millions, except per share data)
		YTD				QTD				YTD				QTD				YTD				QTD				YTD
		12/31/25				12/31/25				09/30/25				09/30/25				06/30/25				06/30/25				03/31/25
Adjusted Net Income (Loss)
Net income (loss) attributable to controlling interest, as reported		$	(2,915	)		$	25			$	(2,940	)		$	(1,923	)		$	(1,017	)		$	(938	)		$	(79	)
Restructuring costs			3				—				3				3				—				—				—
Loss on impairment of assets, net of tax			3,036				—				3,036				1,908				1,128				1,128				—
Gain on disposal of assets, net			(4	)			(4	)			—				—				—				—				—
Loss on conversion of debt to equity			99				—				99				75				24				24				—
Gain on retirement of debt			(3	)			(3	)			—				—				—				—				—
Discrete tax items			(179	)			3				(182	)			(1	)			(181	)			(195	)			14
Net income (loss), as adjusted		$	37			$	21			$	16			$	62			$	(46	)		$	19			$	(65	)
Adjusted Diluted Earnings (Loss) Per Share:
Diluted earnings (loss) per share, as reported		$	(3.04	)		$	0.02			$	(3.23	)		$	(2.00	)		$	(1.15	)		$	(1.06	)		$	(0.11	)
Restructuring costs			—				—				—				—				—				—				—
Loss on impairment of assets, net of tax			3.16				—				3.34				1.98				1.27				1.27				—
Gain on disposal of assets, net			—				—				—				—				—				—				—
Loss on conversion of debt to equity			0.10				—				0.11				0.08				0.03				0.03				—
Gain on retirement of debt			—				—				—				—				—				—				—
Discrete tax items			(0.18	)			—				(0.20	)			—				(0.20	)			(0.22	)			0.01
Dilutive effect, 4.625% exchangeable bonds due December 2029			—				—				(0.03	)			—				(0.05	)			(0.02	)			—
Diluted earnings (loss) per share, as adjusted		$	0.04			$	0.02			$	(0.01	)		$	0.06			$	(0.10	)		$	—			$	(0.10	)
		YTD				QTD				YTD				QTD				YTD				QTD				YTD
		12/31/24				12/31/24				09/30/24				09/30/24				06/30/24				06/30/24				03/31/24
Adjusted Net Income (Loss)
Net income (loss) attributable to controlling interest, as reported		$	(512	)		$	7			$	(519	)		$	(494	)		$	(25	)		$	(123	)		$	98
Loss on impairment of assets, net of tax			755				—				755				617				138				138				—
Loss on impairment of investment in unconsolidated affiliates			5				—				5				—				5				4				1
Gain on retirement of debt			(161	)			—				(161	)			(21	)			(140	)			(140	)			—
Discrete tax items			(141	)			20				(161	)			(38	)			(123	)			(2	)			(121	)
Net income (loss), as adjusted		$	(54	)		$	27			$	(81	)		$	64			$	(145	)		$	(123	)		$	(22	)
Adjusted Diluted Earnings (Loss) Per Share:
Diluted earnings (loss) per share, as reported		$	(0.76	)		$	(0.11	)		$	(0.65	)		$	(0.58	)		$	(0.03	)		$	(0.15	)		$	0.11
Loss on impairment of assets, net of tax			0.82				—				0.82				0.64				0.17				0.17				—
Loss on impairment of investment in unconsolidated affiliates			0.01				—				0.01				—				—				—				—
Gain on retirement of debt			(0.18	)			—				(0.18	)			(0.02	)			(0.17	)			(0.17	)			—
Discrete tax items			(0.15	)			0.02				(0.18	)			(0.04	)			(0.15	)			—				(0.14	)
Diluted loss per share, as adjusted		$	(0.26	)		$	(0.09	)		$	(0.18	)		$	—			$	(0.18	)		$	(0.15	)		$	(0.03	)

TRANSOCEAN LTD. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
ADJUSTED CONTRACT DRILLING REVENUES
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION AND RELATED MARGINS
(in millions, except percentages)
		YTD				QTD				YTD				QTD				YTD				QTD				YTD
		12/31/25				12/31/25				09/30/25				09/30/25				06/30/25				06/30/25				03/31/25
Contract drilling revenues		$	3,965			$	1,043			$	2,922			$	1,028			$	1,894			$	988			$	906
Net income (loss)		$	(2,915	)		$	25			$	(2,940	)		$	(1,923	)		$	(1,017	)		$	(938	)		$	(79	)
Interest expense, net of interest income			515				163				352				142				210				102				108
Income tax expense (benefit)			(33	)			57				(90	)			26				(116	)			(155	)			39
Depreciation and amortization			659				147				512				161				351				175				176
EBITDA			(1,774	)			392				(2,166	)			(1,594	)			(572	)			(816	)			244
Restructuring costs			3				—				3				3				—				—				—
Loss on impairment of assets			3,049				—				3,049				1,913				1,136				1,136				—
Gain on disposal of assets, net			(4	)			(4	)			—				—				—				—				—
Gain on retirement of debt			(3	)			(3	)			—				—				—				—				—
Loss on conversion of debt to equity			99				—				99				75				24				24				—
Adjusted EBITDA		$	1,370			$	385			$	985			$	397			$	588			$	344			$	244
Profit (loss) margin			(73.5	)	%		2.4		%		(100.6	)	%		(187.0	)	%		(53.7	)	%		(94.9	)	%		(8.7	)	%
EBITDA margin			(44.8	)	%		37.5		%		(74.1	)	%		(154.9	)	%		(30.2	)	%		(82.5	)	%		26.9		%
Adjusted EBITDA margin			34.6		%		36.8		%		33.8		%		38.7		%		31.1		%		34.9		%		26.9		%
		YTD				QTD				YTD				QTD				YTD				QTD				YTD
		12/31/24				12/31/24				09/30/24				09/30/24				06/30/24				06/30/24				03/31/24
Contract drilling revenues		$	3,524			$	952			$	2,572			$	948			$	1,624			$	861			$	763
Contract intangible asset amortization			4				—				4				—				4				—				4
Adjusted Contract Drilling Revenues		$	3,528			$	952			$	2,576			$	948			$	1,628			$	861			$	767
Net income (loss)		$	(512	)		$	7			$	(519	)		$	(494	)		$	(25	)		$	(123	)		$	98
Interest expense, net of interest income			312				81				231				69				162				60				102
Income tax expense (benefit)			(11	)			55				(66	)			(31	)			(35	)			156				(191	)
Depreciation and amortization			739				180				559				190				369				184				185
Contract intangible asset amortization			4				—				4				—				4				—				4
EBITDA			532				323				209				(266	)			475				277				198
Loss on impairment of assets			772				—				772				629				143				143				—
Loss on impairment of investment in unconsolidated affiliates			5				—				5				—				5				4				1
Gain on retirement of debt			(161	)			—				(161	)			(21	)			(140	)			(140	)			—
Adjusted EBITDA		$	1,148			$	323			$	825			$	342			$	483			$	284			$	199
Profit (loss) margin			(14.5	)	%		0.7		%		(20.2	)	%		(52.0	)	%		(1.5	)	%		(14.3	)	%		12.9		%
EBITDA margin			15.1		%		33.9		%		8.1		%		(28.1	)	%		29.2		%		32.2		%		25.8		%
Adjusted EBITDA margin			32.5		%		33.9		%		32.0		%		36.0		%		29.7		%		33.0		%		26.0		%

TRANSOCEAN LTD. AND SUBSIDIARIES
SUPPLEMENTAL EFFECTIVE TAX RATE ANALYSIS
(in millions, except tax rates)
		Three months ended												Years ended
		December 31,				September 30,				December 31,				December 31,				December 31,
		2025				2025				2024				2025				2024
Income (loss) before income taxes		$	82			$	(1,897	)		$	62			$	(2,948	)		$	(523	)
Restructuring costs			—				3				—				3				—
Loss on impairment of assets			—				1,913				—				3,049				772
Gain on disposal of assets, net			(4	)			—				—				(4	)			—
Loss on impairment of investment in unconsolidated affiliates			—				—				—				—				5
Loss on conversion of debt to equity			—				75				—				99				—
Gain on retirement of debt			(3	)			—				—				(3	)			(161	)
Adjusted income before income taxes		$	75			$	94			$	62			$	196			$	93
Income tax expense (benefit)		$	57			$	26			$	55			$	(33	)		$	(11	)
Restructuring costs			—				—				—				—				—
Loss on impairment of assets			—				5				—				13				17
Loss on impairment of investment in unconsolidated affiliates			—				—				—				—				—
Loss on conversion of debt to equity			—				—				—				—				—
Gain on retirement of debt			—				—				—				—				—
Changes in estimates (1)			(3	)			1				(20	)			179				141
Adjusted income tax expense		$	54			$	32			$	35			$	159			$	147
Effective Tax Rate (2)			68.8		%		(1.4	)	%		89.0		%		1.1		%		2.2		%
Effective Tax Rate, excluding discrete items (3)			72.3		%		34.8		%		56.7		%		81.2		%		159.1		%
(1) Our estimates change as we file tax returns, settle disputes with tax authorities, or become aware of changes in laws, operational changes and rig movements that have an effect on our (a) deferred taxes, (b) valuation allowances on deferred taxes and (c) other tax liabilities.
(2) Our effective tax rate is calculated as income tax expense or benefit divided by income or loss before income taxes.
(3) Our effective tax rate, excluding discrete items, is calculated as income tax expense or benefit, excluding various discrete items (such as changes in estimates and tax on items excluded from income before income taxes), divided by income or loss before income taxes, excluding gains and losses on sales and similar items pursuant to the accounting standards for income taxes related to estimating the annual effective tax rate.

TRANSOCEAN LTD. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
FREE CASH FLOW AND LEVERED FREE CASH FLOW
(in millions)
		YTD				QTD				YTD				QTD				YTD				QTD				YTD
		12/31/25				12/31/25				09/30/25				09/30/25				06/30/25				06/30/25				03/31/25
Cash provided by operating activities		$	749			$	349			$	400			$	246			$	154			$	128			$	26
Capital expenditures			(123	)			(28	)			(95	)			(11	)			(84	)			(24	)			(60	)
Free Cash Flow			626				321				305				235				70				104				(34	)
Debt repayments			(1,556	)			(1,106	)			(450	)			(210	)			(240	)			(30	)			(210	)
Debt repayments, paid from debt proceeds			492				492				—				—				—				—				—
Levered Free Cash Flow		$	(438	)		$	(293	)		$	(145	)		$	25			$	(170	)		$	74			$	(244	)
		YTD				QTD				YTD				QTD				YTD				QTD				YTD
		12/31/24				12/31/24				09/30/24				09/30/24				06/30/24				06/30/24				03/31/24
Cash provided by (used in) operating activities		$	447			$	206			$	241			$	194			$	47			$	133			$	(86	)
Capital expenditures			(254	)			(29	)			(225	)			(58	)			(167	)			(84	)			(83	)
Free Cash Flow			193				177				16				136				(120	)			49				(169	)
Debt repayments			(2,103	)			(30	)			(2,073	)			(258	)			(1,815	)			(1,664	)			(151	)
Debt repayments, paid from debt proceeds			1,748				—				1,748				99				1,649				1,649				—
Levered Free Cash Flow		$	(162	)		$	147			$	(309	)		$	(23	)		$	(286	)		$	34			$	(320	)