ProFrac Holding Corp. Reports First Quarter 2026 Results

ProFrac Holding Corp. Reports First Quarter 2026 Results

WILLOW PARK, Texas–(BUSINESS WIRE)–
ProFrac Holding Corp. (NASDAQ: ACDC) (“ProFrac”, or the “Company”) today announced financial and operational results for its 2026 first quarter ended March 31, 2026.

First Quarter 2026 Results

  • Total revenue was $450 million compared to fourth quarter revenue of $437 million

  • Net loss was $81 million compared to net loss of $141 million in the fourth quarter

  • Adjusted EBITDA¹ was $54 million compared to $61 million in the fourth quarter; 12% of revenue in the first quarter compared to 14% of revenue in the fourth quarter

  • Net cash provided by operating activities was $9 million compared to $50 million in the fourth quarter

  • Capital expenditures totaled $41 million compared to $37 million in the fourth quarter

  • Free cash flow² negative $25 million compared to $14 million in the fourth quarter

“Our first quarter 2026 results exceeded expectations despite weather-related disruptions early in the period, which reduced Adjusted EBITDA by approximately $9 million,” stated Executive Chairman, Matt Wilks. “While the quarter got off to a slow start, market dynamics shifted meaningfully beginning in late February-early March, with improving operator sentiment and accelerating activity levels. Our Stimulation Services team delivered record efficiency levels in March. This demonstrates the strength of our operational execution and allowed us to exit the quarter with continued momentum. Given the inflection in utilization, strong efficiencies and limited available capacity, we are in active dialogues with operators regarding balanced pricing following a persistent period of declines.”

“We are also pleased to report strong progress on our business optimization program. On a year-over-year basis and including capital expenditure reduction in the fourth quarter of 2025, we have achieved the majority of our $100 million annualized savings target. Alongside these efforts, our continued focus on technology differentiation further strengthens our value proposition for customers.”

“Geopolitical events continue to influence the broader energy landscape,” continued Mr. Wilks. “The conflict in the Middle East has created supply disruptions that we believe extend beyond near-term dislocations. Energy infrastructure for both crude oil and LNG have been severely impacted further exacerbating dislocations in the physical markets. These dynamics, coupled with the prolonged nature of the conflict in Iran and shuttering of the Strait of Hormuz, are catalyzing a global shift in sentiment in favor of energy security. We believe this will disproportionately benefit North America. At the same time, industry activity has been running below levels needed to maintain flat shale production. As operator activity continues to accelerate, we see an increasingly constructive supply-demand backdrop for services in North America, especially as we enter the second half of 2026,” concluded Mr. Wilks.

Outlook

In Stimulation Services, ProFrac expects second quarter 2026 results to be stronger than first quarter 2026 performance, as improving operator sentiment has driven an increase in activity levels. The Company’s hydraulic fracturing calendar has continued to tighten from first quarter levels.

In Proppant Production, the Company remains focused on operational execution, cost efficiency, and reliability across its proppant assets. While industry completion activity is expected to increase, due to operational issues and unplanned downtime, the Company expects sequentially lower volumes in second quarter of 2026.

Business Segment Information

The Stimulation Services segment generated revenues of $407 million in the first quarter, which resulted in $32 million of Adjusted EBITDA and a margin of 8%.

The Proppant Production segment generated revenues of $120 million in the first quarter, which resulted in $7 million of Adjusted EBITDA and a margin of 6%. Approximately 88% of the Proppant Production segment’s first quarter 2026 revenue was intercompany.

The Manufacturing segment generated revenues of $48 million in the first quarter, which resulted in $7 million of Adjusted EBITDA and a margin of 15%. Approximately 86% of the Manufacturing segment’s first quarter 2026 revenue was intercompany.

Flotek Industries, Inc. (“Flotek”) generated revenues of $72 million in the first quarter, which resulted in $11 million of Adjusted EBITDA and a margin of 15%. Approximately 75% of Flotek’s first quarter 2026 revenue was intercompany.

Other Business Activities generated revenues of $3 million in the first quarter, which resulted in $(0.1) million of Adjusted EBITDA and a margin of (3)%.

Capital Expenditures and Capital Allocation

Cash capital expenditures totaled $41 million in the first quarter, up from $37 million reported in fourth quarter 2025.

For full year 2026, ProFrac maintains its expectation that capital expenditures will be in the range of $155 million to $185 million, which includes Flotek’s current capital expenditure plan. Excluding Flotek, the Company expects capital expenditures to be in a range of $145 million to $175 million for 2026.

Balance Sheet and Liquidity

Total principal debt outstanding as of March 31, 2026 was approximately $1.09 billion; net debt3 outstanding was approximately $1.05 billion.

Total cash and cash equivalents as of March 31, 2026 was approximately $34 million, of which approximately $6 million was related to Flotek and not accessible by the Company.

As of March 31, 2026 the Company had approximately $108 million of liquidity, including approximately $28 million of cash and cash equivalents, excluding Flotek, and $80 million of availability under its asset-based credit facility.

Footnotes

(1)

Adjusted EBITDA is a financial measure not presented in accordance with generally accepted accounting principles (“GAAP”) (a “Non-GAAP Financial Measure”). Please see “Non-GAAP Financial Measures” at the end of this news release.

(2)

Free Cash Flow is a Non-GAAP Financial Measure. Please see “Non-GAAP Financial Measures” at the end of this news release.

(3)

Net Debt is a Non-GAAP Financial Measure. Please see “Non-GAAP Financial Measures” at the end of this news release.

Conference Call

ProFrac has scheduled a conference call on Thursday, May 7, 2026, at 11:00 a.m. Eastern / 10:00 a.m. Central. To register for and access the event, please click here. An archive of the webcast will be available shortly after the call’s conclusion on the IR Calendar section of ProFrac’s investor relations website for 90 days.

About ProFrac Holding Corp.

ProFrac Holding Corp. is a technology-focused, vertically integrated, innovation-driven energy services holding company providing hydraulic fracturing, proppant production, other completion services and other complementary products and services including distributed power generation to leading upstream oil and natural gas companies engaged in the exploration and production (“E&P”) of North American unconventional oil and natural gas resources throughout the United States. ProFrac operates in four business segments: Stimulation Services, Proppant Production, Manufacturing, and Flotek. For more information, please visit ProFrac’s website at www.PFHoldingsCorp.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be accompanied by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “momentum,” or similar words. Forward-looking statements relate to future events or the Company’s future financial or operating performance. These forward-looking statements include, among other things, statements regarding: the Company’s strategies and plans for growth; the Company’s positioning, resources, capabilities, and expectations for future performance; customer, market and industry demand and expectations; customer contracts, activity, relations, or pricing; fleet deployment levels; the Company’s expectations about price fluctuations, global activity, market reactions and macroeconomic conditions impacting the industry; competitive conditions in the industry; success of the Company’s ongoing strategic initiatives; the Company’s intention to increase the number of fully integrated fleets; the Company’s currently expected guidance regarding its 2026 financial and operational results; the Company’s ability to earn its targeted rates of return; the Company’s ability to achieve or realize benefits from its asset optimization program; pricing of the Company’s services in light of the prevailing market conditions; the Company’s currently expected guidance regarding its planned capital expenditures; statements regarding the Company’s liquidity and debt obligations; the Company’s anticipated timing for operationalizing and amount of contribution from its fleets and its sand mines; the amount of capital that may be available to the Company in future periods; any financial or other information based upon or otherwise incorporating judgments or estimates relating to future performance, events or expectations; any estimates and forecasts of financial and other performance metrics; and the Company’s outlook and financial and other guidance. Such forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the ability to achieve the anticipated benefits of the Company’s acquisitions, mining operations, and vertical integration strategy, including risks and costs relating to integrating acquired assets and personnel; risks that the Company’s actions intended to achieve its 2026 financial and operational guidance will be insufficient to achieve that guidance, either alone or in combination with external market, industry or other factors; the failure to operationalize or utilize to the extent anticipated the Company’s fleets and sand mines in a timely manner or at all; the Company’s ability to deploy capital in a manner that furthers the Company’s growth strategy, as well as the Company’s general ability to execute its business plans; the risk that the Company may need more capital than it currently projects or that capital expenditures could increase beyond current expectations; risks regarding the ability to access to additional capital on acceptable terms or at all; industry conditions, including fluctuations in supply, demand and prices for the Company’s products and services and for oil and natural gas; global and regional economic and financial conditions, including as they may be affected by hostilities in the Middle East and in Ukraine, as well as the instability in Venezuela; the effectiveness of the Company’s risk management strategies; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov.

Forward-looking statements are also subject to the risks and other issues described below under “Non-GAAP Financial Measures,” which could cause actual results to differ materially from current expectations included in the Company’s forward-looking statements included in this press release. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved, in whole or part, or that any of the contemplated results of such forward-looking statements will be realized, including without limitation any expectations about the Company’s operational and financial performance or achievements through and including 2026. There may be additional risks about which the Company is presently unaware or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, it expressly disclaims any duty to update these forward-looking statements, except as otherwise required by law.

Non-GAAP Financial Measures

Adjusted EBITDA, Free Cash Flow and Net Debt are non-GAAP financial measures and should not be considered as a substitute for net income (loss), net cash from operating activities, or GAAP measurements of debt, respectively, or any other performance measure derived in accordance with GAAP or as an alternative to net cash provided by operating activities as a measure of our profitability or liquidity. Adjusted EBITDA, Free Cash Flow and Net Debt are supplemental measures utilized by our management and other users of our financial statements such as investors, commercial banks, research analysts and others, to assess our financial performance. We believe Adjusted EBITDA is an important supplemental measure because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and items outside the control of our management team (such as income tax rates). We believe Free Cash Flow is an important supplemental liquidity measure of the cash that is available (if any), after purchases of property and equipment, for operational expenses, investment in our business, and to make acquisitions, and Free Cash Flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash in excess of our capital investments in property and equipment. We believe Net Debt is an important supplemental measure of indebtedness for management and investors because it provides a more complete understanding of our leverage position and borrowing capacity after factoring in cash and cash equivalents.

We define Adjusted EBITDA as our net income (loss), before (i) interest expense, net, (ii) income taxes, (iii) depreciation, depletion and amortization, (iv) loss or gain on disposal of assets, net, (v) stock-based compensation, and (vi) other charges, such as certain credit losses, gain or loss on extinguishment of debt, unrealized loss or gain on investments, acquisition and integration expenses, litigation expenses and accruals for legal contingencies, acquisition earnout adjustments, severance charges, goodwill impairments, gains on insurance recoveries, transaction costs, third-party supply commitment charges, lease termination costs, and impairments of long-lived assets. We define Free Cash Flow as net cash provided by or (used in) operating activities less investment in property, plant and equipment plus proceeds from sale of assets.

Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net income (loss). Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect the most directly comparable GAAP financial measure. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Net cash provided by operating activities is the GAAP measure most directly comparable to Free Cash Flow. Free Cash Flow should not be considered as an alternative to net cash provided by operating activities. Free Cash Flow has important limitations as an analytical tool including that Free Cash Flow does not reflect the cash requirements necessary to service our indebtedness and Free Cash Flow is not a reliable measure for actual cash available to the Company at any one time. Because Free Cash Flow may be defined differently by other companies in our industry, our definition of this Non-GAAP Financial Measure may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Net Debt is defined as total debt plus unamortized debt discounts, premiums, and issuance costs less cash and cash equivalents. Total debt is the GAAP measure most directly comparable to Net Debt. Net Debt should not be considered as an alternative to total debt. Net Debt has important limitations as a measure of indebtedness because it does not represent the total amount of indebtedness of the Company.

The presentation of Non-GAAP Financial Measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with GAAP. The following tables present a reconciliation of the Non-GAAP Financial Measures of Adjusted EBITDA, Free Cash Flow and Net Debt to the most directly comparable GAAP financial measure for the periods indicated.

– Tables to Follow –

ProFrac Holding Corp.

Austin Harbour – Chief Financial Officer

Michael Messina – Vice President of Finance

[email protected]

ICR, Inc.

[email protected]

Source: ProFrac Holding Corp.

ProFrac Holding Corp. (NasdaqGS: ACDC)

Consolidated Balance Sheets

 

 

March 31,

 

 

December 31,

 

(In millions)

 

2026

 

 

2025

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

33.5

 

 

$

22.9

 

Accounts receivable, net

 

 

318.8

 

 

 

266.8

 

Accounts receivable — related party, net

 

 

5.6

 

 

 

19.9

 

Inventories

 

 

159.3

 

 

 

151.3

 

Prepaid expenses and other current assets

 

 

17.2

 

 

 

22.6

 

Total current assets

 

 

534.4

 

 

 

483.5

 

Property, plant, and equipment, net

 

 

1,413.4

 

 

 

1,464.3

 

Operating lease right-of-use assets, net

 

 

140.2

 

 

 

154.3

 

Goodwill

 

 

290.2

 

 

 

290.2

 

Intangible assets, net

 

 

102.8

 

 

 

111.8

 

Deferred tax assets

 

 

27.6

 

 

 

29.0

 

Other assets

 

 

42.0

 

 

 

40.0

 

Total assets

 

$

2,550.6

 

 

$

2,573.1

 

 

 

 

 

 

 

 

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

296.2

 

 

$

257.1

 

Accounts payable — related party

 

 

53.1

 

 

 

42.2

 

Accrued expenses

 

 

70.6

 

 

 

74.0

 

Current portion of long-term debt

 

 

151.2

 

 

 

144.7

 

Current portion of long-term debt— related party

 

 

5.0

 

 

 

5.0

 

Current portion of operating lease liabilities

 

 

42.9

 

 

 

44.8

 

Other current liabilities

 

 

31.8

 

 

 

28.8

 

Other current liabilities — related party

 

 

0.6

 

 

 

0.8

 

Total current liabilities

 

 

651.4

 

 

 

597.4

 

Long-term debt

 

 

866.7

 

 

 

832.7

 

Long-term debt — related party

 

 

41.7

 

 

 

42.9

 

Operating lease liabilities

 

 

103.1

 

 

 

115.5

 

Deferred tax liabilities

 

 

11.8

 

 

 

11.8

 

Tax receivable agreement liability

 

 

82.0

 

 

 

82.0

 

Other liabilities

 

 

9.1

 

 

 

10.1

 

Total liabilities

 

 

1,765.8

 

 

 

1,692.4

 

 

 

 

 

 

 

 

Mezzanine equity:

 

 

 

 

 

 

Series A preferred stock

 

 

70.2

 

 

 

68.8

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Class A common stock

 

 

1.8

 

 

 

1.8

 

Additional paid-in capital

 

 

1,310.5

 

 

 

1,325.9

 

Accumulated deficit

 

 

(695.1

)

 

 

(610.2

)

Total stockholders’ equity attributable to ProFrac Holding Corp.

 

 

617.2

 

 

 

717.5

 

Noncontrolling interests

 

 

97.4

 

 

 

94.4

 

Total stockholders’ equity

 

 

714.6

 

 

 

811.9

 

Total liabilities, mezzanine equity, and stockholders’ equity

 

$

2,550.6

 

 

$

2,573.1

 

ProFrac Holding Corp. (NasdaqGS: ACDC)

Consolidated Statements of Operations

 

 

Three Months Ended

 

 

 

Mar. 31,

 

 

Dec. 31,

 

 

Mar. 31,

 

(In millions)

 

2026

 

 

2025

 

 

2025

 

Total revenues

 

$

449.6

 

 

$

436.5

 

 

$

600.3

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of revenues, exclusive of depreciation, depletion and amortization

 

 

354.4

 

 

 

336.4

 

 

 

419.4

 

Selling, general, and administrative

 

 

43.6

 

 

 

42.5

 

 

 

53.6

 

Depreciation, depletion and amortization

 

 

97.1

 

 

 

102.6

 

 

 

106.0

 

Impairment of long-lived assets and goodwill

 

 

 

 

 

52.6

 

 

 

 

Acquisition and integration costs

 

 

 

 

 

 

 

 

0.1

 

Other operating expense, net

 

 

0.9

 

 

 

7.4

 

 

 

5.2

 

Total operating costs and expenses

 

 

496.0

 

 

 

541.5

 

 

 

584.3

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

(46.4

)

 

 

(105.0

)

 

 

16.0

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(32.8

)

 

 

(33.3

)

 

 

(35.9

)

Other income, net

 

 

 

 

 

0.4

 

 

 

4.8

 

Loss before income taxes

 

 

(79.2

)

 

 

(137.9

)

 

 

(15.1

)

Income tax expense

 

 

(1.6

)

 

 

(2.6

)

 

 

(0.3

)

Net loss

 

 

(80.8

)

 

 

(140.5

)

 

 

(15.4

)

Less: net income attributable to noncontrolling interests

 

 

(2.7

)

 

 

(2.1

)

 

 

(2.1

)

Net loss attributable to ProFrac Holding Corp.

 

$

(83.5

)

 

$

(142.6

)

 

$

(17.5

)

Net loss attributable to Class A common shareholders

 

$

(84.9

)

 

$

(144.0

)

 

$

(18.8

)

ProFrac Holding Corp. (NasdaqGS: ACDC)

Consolidated Statements of Cash Flows

 

 

Three Months Ended

 

 

 

Mar. 31,

 

 

Dec. 31,

 

 

Mar. 31,

 

(In millions)

 

2026

 

 

2025

 

 

2025

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net loss

 

$

(80.8

)

 

$

(140.5

)

 

$

(15.4

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 

 

97.1

 

 

$

102.6

 

 

 

106.0

 

Amortization of acquired unfavorable contracts

 

 

 

 

 

 

 

 

(5.7

)

Stock-based compensation

 

 

0.9

 

 

 

2.7

 

 

 

1.1

 

Loss (gain) on disposal of assets, net

 

 

(2.0

)

 

 

4.0

 

 

 

3.4

 

Amortization of debt issuance costs

 

 

2.8

 

 

 

2.8

 

 

 

3.0

 

Gain on investments, net

 

 

 

 

 

 

 

 

(3.7

)

Provision for credit losses, net of recoveries

 

 

 

 

 

0.9

 

 

 

 

Impairment of long-lived assets and goodwill

 

 

 

 

 

52.6

 

 

 

 

Deferred tax expense

 

 

1.4

 

 

 

2.4

 

 

 

 

Other non-cash items, net

 

 

 

 

 

0.8

 

 

 

0.2

 

Changes in operating assets and liabilities

 

 

(10.1

)

 

 

21.2

 

 

 

(50.2

)

Net cash provided by operating activities

 

 

9.3

 

 

 

49.5

 

 

 

38.7

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Investment in property, plant & equipment

 

 

(40.7

)

 

 

(36.6

)

 

 

(52.5

)

Proceeds from sale of assets

 

 

6.2

 

 

 

0.9

 

 

 

0.2

 

Other

 

 

 

 

 

 

 

 

0.6

 

Net cash used in investing activities

 

 

(34.5

)

 

 

(35.7

)

 

 

(51.7

)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

 

25.0

 

 

 

80.0

 

 

 

 

Repayments of long-term debt

 

 

(35.3

)

 

 

(32.4

)

 

 

(42.5

)

Borrowings from revolving credit agreements

 

 

416.5

 

 

 

411.6

 

 

 

419.1

 

Repayments of revolving credit agreements

 

 

(368.7

)

 

 

(505.9

)

 

 

(361.1

)

Payment of debt issuance costs

 

 

(1.3

)

 

 

(1.2

)

 

 

 

Cash settlement of vested stock awards

 

 

 

 

 

 

 

 

(1.0

)

Tax withholding related to net share settlement of noncontrolling interest equity awards

 

 

(0.5

)

 

 

(1.6

)

 

 

 

Proceeds from issuance of common stock

 

 

 

 

 

0.6

 

 

 

 

Other

 

 

0.1

 

 

 

 

 

 

(0.3

)

Net cash provided by (used in) financing activities

 

 

35.8

 

 

 

(48.9

)

 

 

14.2

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash, cash equivalents, and restricted cash

 

 

10.6

 

 

 

(35.1

)

 

 

1.2

 

Cash, cash equivalents, and restricted cash beginning of period

 

 

22.9

 

 

 

58.0

 

 

 

14.8

 

Cash, cash equivalents, and restricted cash end of period

 

$

33.5

 

 

$

22.9

 

 

$

16.0

 

ProFrac Holding Corp. (NasdaqGS: ACDC)

Reconciliation of Net Income (Loss) to Adjusted EBITDA

 

 

Three Months Ended

 

 

 

Mar. 31,

 

 

Dec. 31,

 

 

Mar. 31,

 

(In millions)

 

2026

 

 

2025

 

 

2025

 

Net loss

 

$

(80.8

)

 

$

(140.5

)

 

$

(15.4

)

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

32.8

 

 

 

33.3

 

 

 

35.9

 

Depreciation, depletion and amortization

 

 

97.1

 

 

 

102.6

 

 

 

106.0

 

Income tax expense

 

 

1.6

 

 

 

2.6

 

 

 

0.3

 

Loss (gain) on disposal of assets, net

 

 

(2.0

)

 

 

4.0

 

 

 

3.4

 

Provision for credit losses, net of recoveries

 

 

 

 

 

0.9

 

 

 

 

Stock-based compensation

 

 

2.4

 

 

 

3.1

 

 

 

1.1

 

Lease termination

 

 

0.2

 

 

 

0.3

 

 

 

 

Transaction costs

 

 

0.3

 

 

 

(0.3

)

 

 

0.2

 

Acquisition and integration costs

 

 

 

 

 

 

 

 

0.1

 

Impairment of long-lived assets and goodwill

 

 

 

 

 

52.6

 

 

 

 

Inventory write-down

 

 

 

 

 

0.8

 

 

 

 

Litigation expenses

 

 

2.4

 

 

 

1.7

 

 

 

1.6

 

Gain on investments, net

 

 

 

 

 

 

 

 

(3.7

)

Adjusted EBITDA

 

$

54.0

 

 

$

61.1

 

 

$

129.5

 

ProFrac Holding Corp. (NasdaqGS: ACDC)

Segment Information

 

 

Three Months Ended

 

 

 

Mar. 31,

 

 

Dec. 31,

 

 

Mar. 31,

 

(In millions)

 

2026

 

 

2025

 

 

2025

 

Revenues

 

 

 

 

 

 

 

 

 

Stimulation services

 

$

407.0

 

 

$

383.5

 

 

$

524.5

 

Proppant production

 

 

119.6

 

 

 

114.8

 

 

 

67.3

 

Manufacturing

 

 

48.4

 

 

 

42.6

 

 

 

65.8

 

Flotek

 

 

72.3

 

 

 

69.6

 

 

 

56.8

 

Other

 

 

2.9

 

 

 

3.3

 

 

 

5.4

 

Total segments

 

 

650.2

 

 

 

613.8

 

 

 

719.8

 

Eliminations

 

 

(200.6

)

 

 

(177.3

)

 

 

(119.5

)

Total revenues

 

$

449.6

 

 

$

436.5

 

 

$

600.3

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

Stimulation services

 

$

32.0

 

 

$

33.2

 

 

$

104.6

 

Proppant production

 

 

6.5

 

 

 

16.0

 

 

 

18.3

 

Manufacturing

 

 

6.8

 

 

 

3.6

 

 

 

4.0

 

Flotek

 

 

11.3

 

 

 

10.1

 

 

 

8.0

 

Other

 

 

(0.1

)

 

 

(0.2

)

 

 

(0.3

)

Total segments

 

 

56.5

 

 

 

62.7

 

 

 

134.6

 

Eliminations

 

 

(2.5

)

 

 

(1.6

)

 

 

(5.1

)

Total adjusted EBITDA

 

$

54.0

 

 

$

61.1

 

 

$

129.5

 

ProFrac Holding Corp. (NasdaqGS: ACDC)

Net Debt

 

 

March 31,

 

 

December 31,

 

(In millions)

 

2026

 

 

2025

 

Current portion of long-term debt

 

$

151.2

 

 

$

144.7

 

Current portion of long-term debt— related party

 

 

5.0

 

 

 

5.0

 

Long-term debt

 

 

866.7

 

 

 

832.7

 

Long-term debt — related party

 

 

41.7

 

 

 

42.9

 

Total debt

 

 

1,064.6

 

 

 

1,025.3

 

 

 

 

 

 

 

 

Plus: unamortized debt discounts, premiums, and issuance costs

 

 

21.0

 

 

 

22.8

 

Total principal amount of debt

 

 

1,085.6

 

 

 

1,048.1

 

 

 

 

 

 

 

 

Less: cash and cash equivalents

 

 

(33.5

)

 

 

(22.9

)

Net debt

 

$

1,052.1

 

 

$

1,025.2

 

ProFrac Holding Corp. (NasdaqGS: ACDC)

Free Cash Flow

 

 

Three Months Ended

 

 

 

Mar. 31,

 

 

Dec. 31,

 

(In millions)

 

2026

 

 

2025

 

Net cash provided by operating activities

 

$

9.3

 

 

$

49.5

 

 

 

 

 

 

 

 

Investment in property, plant & equipment

 

 

(40.7

)

 

 

(36.6

)

Proceeds from sale of assets

 

 

6.2

 

 

 

0.9

 

Free cash flow

 

$

(25.2

)

 

$

13.8

 

 

ProFrac Holding Corp.

Austin Harbour – Chief Financial Officer

Michael Messina – SVP of Finance

[email protected]

ICR, Inc.

[email protected]

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Energy Other Energy Oil/Gas

MEDIA:

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Six Flags Announces Leadership Transitions

Six Flags Announces Leadership Transitions

  • Amy Martin Ziegenfuss and Christopher Bennett to be Appointed Chief Marketing Officer and Chief Legal and Compliance Officer, Respectively, Effective June 3, 2026
  • Brian Witherow to Step Down as Chief Financial Officer, Effective May 8, 2026; Dave Hoffman to Serve as Interim Finance Lead Until Successor is Named

CHARLOTTE, N.C.–(BUSINESS WIRE)–
Six Flags Entertainment Corporation (NYSE: FUN) (“Six Flags” or the “Company”), North America’s largest regional amusement park operator, today announced several leadership updates designed to strengthen the Company’s commercial, marketing, legal and finance capabilities as it continues to advance its integration and value-creation priorities.

Amy Martin Ziegenfuss will join Six Flags as Chief Marketing Officer and Christopher Bennett will join as Chief Legal and Compliance Officer, each effective on June 3, 2026. Ziegenfuss will succeed Christian Dieckmann who departed the Company effective May 2, 2026. Bennett will succeed Brian Nurse who will depart the Company effective May 8, 2026.

In addition, Brian Witherow will step down as Chief Financial Officer, effective May 8, 2026. The Company has advanced its CFO succession process with several excellent candidates and will provide an update when the process underway is complete. Dave Hoffman, Six Flags’ Chief Accounting Officer, will serve as Interim Finance Lead during the transition.

Amy Martin Ziegenfuss is a senior marketing executive with deep experience across travel, hospitality and experiential consumer businesses. She will join Six Flags from Carnival Cruise Line, where she served as Chief Marketing Officer and modernized the company’s marketing organization through data-driven segmentation and measurement capabilities. Previously, she was SVP of Global Enterprise & Brand Marketing at Hilton, where she advanced enterprise-wide marketing strategy and brand consistency across the company’s global portfolio, contributing to a significant increase in bookings and more efficient media investments.

Christopher Bennett, a partner at the international law firm Dentons, has more than twenty-five years of legal experience in the hospitality and leisure industries. Bennett’s career includes 16 years leading the legal department of Interstate Hotels & Resorts, which was a NYSE public company for 12 years, where he was Chief Administrative Officer, General Counsel, and Secretary. Bennett was also General Counsel and Secretary of MeriStar Hospitality, a NYSE public hotel real estate investment trust. While at Interstate and MeriStar, Bennett managed more than $2 billion of public and private debt transactions, more than 30 US and international joint ventures, an IPO and numerous public and private M&A transactions. Throughout his career, Bennett has managed more than $5 billion in real estate transactions and negotiated hospitality transactions across more than 40 countries in 6 continents.

Given the central role that brand strength, consumer insights, digital engagement and targeted demand generation play in Six Flags’ long-term growth strategy, the Company is separating the responsibilities of the Chief Commercial Officer into two focused roles: Chief Marketing Officer and SVP, Commercial. Ziegenfuss will assume the responsibilities of Chief Marketing Officer, and Chris Meyering, current VP, Revenue Management at Six Flags, has been promoted to the role of SVP, Commercial, effective June 3, 2026. Meyering has served in various operations management roles at Six Flags since 2021. He joined Six Flags from The Walt Disney Company, where he served as Commercial Strategy Manager, Commercial Integration & Franchise Management.

“As we enter the next chapter for Six Flags, now is the right time to bring in new leadership with relevant skills and fresh perspectives to advance our key priorities,” said Six Flags President and CEO John Reilly. “Amy and Christopher are recognized leaders who bring considerable experience in marketing, hospitality, legal affairs, governance and complex consumer-facing businesses. Chris Meyering has helped successfully implement key commercial initiatives during his time at Six Flags, and we are confident he will continue to make valuable contributions in his new role. Their expertise will augment our leadership team’s capabilities as we continue to improve profitability, strengthen the Company’s balance sheet and focus resources on the highest-return opportunities across our irreplaceable portfolio.”

Reilly continued, “Marketing is central to how we attract guests, deepen engagement, grow season pass and membership participation and build stronger relationships with consumers across our parks. Amy’s experience leading data-driven marketing organizations at major travel and hospitality brands is highly relevant to Six Flags as we sharpen our commercial strategy and build on the momentum underway entering the 2026 summer season.”

“I also want to thank Brian Witherow, Christian Dieckmann and Brian Nurse for their service and many contributions to Six Flags. They played key roles in helping the Company navigate a transformative period following the merger with Cedar Fair, and we wish them the best in their next chapters,” Reilly concluded.

First Quarter 2026 Results

In a separate news release issued today, Six Flags announced its first quarter financial results for 2026. The Company’s earnings conference call will take place today, May 7, 2026, at 8:00 a.m. ET, and a live webcast of the call will be available on the Six Flags Investors website at https://investors.sixflags.com under the tabs Investor Information / Events & Presentations.

About Amy Martin Ziegenfuss

Amy Martin Ziegenfuss was most recently Chief Marketing Officer of Carnival Cruise Line, where she led the modernization of the company’s marketing organization and implemented data-driven strategies to strengthen customer engagement and insight. She previously served as SVP of Global Enterprise & Brand Marketing at Hilton, leading enterprise and brand portfolio marketing and supporting the launch of several new hotel brands. Earlier in her career, she held marketing roles at Choice Hotels International in the U.S. and Europe. She earned a B.A. in communications from Hood College and an MBA from George Washington University.

About Christopher Bennett

Christopher Bennett is currently a partner in Dentons’ Hospitality and Leisure practice, providing counsel to global and U.S.-focused hospitality brands, management companies, and hotel and resort owners and developers. Prior to Dentons, Bennett served as Chief Diversity & Inclusion Officer and Vice Chair of Eckert Seamans Cherin & Mellott’s hospitality and gaming group. He previously spent sixteen years at Interstate Hotels & Resorts, Inc., where he held a variety of roles, including Chief Administrative Officer, General Counsel and Secretary, overseeing all legal, human resources, international and public relations affairs. He is a Certified Public Accountant and earned a B.S. in accounting and finance from Virginia Tech and a JD from the University of Virginia.

About Six Flags Entertainment Corporation

Six Flags Entertainment Corporation (NYSE: FUN) is North America’s largest regional amusement-resort operator with 21 amusement parks, 14 water parks and eight resort properties across 13 states in the U.S., Canada and Mexico. Focused on its purpose of making people happy, Six Flags provides fun, immersive and memorable experiences to millions of guests every year with world-class coasters, themed rides, thrilling water parks, resorts and a portfolio of beloved intellectual property such as Looney Tunes®, DC Comics® and PEANUTS®.

Forward-Looking Statements

Some of the statements contained in this news release that are not historical in nature are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements as to our expectations, beliefs, goals and strategies regarding the future. Words such as “anticipate,” “believe,” “create,” “expect,” “future,” “guidance,” “intend,” “plan,” “potential,” “seek,” “synergies,” “target,” “will,” “would,” similar expressions, and variations or negatives of these words identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. These forward-looking statements may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct, that our growth and operational strategies will achieve the target results. Important risks and uncertainties that may cause such a difference and could adversely affect attendance at our parks, our future financial performance, and/or our growth strategies, and could cause actual results to differ materially from our expectations or otherwise to fluctuate or decrease, include, but are not limited to: failure to realize the anticipated benefits of the Merger, including difficulty in integrating the businesses of legacy Six Flags and legacy Cedar Fair; failure to realize the expected amount and timing of cost savings and operating synergies related to the Merger; failure to realize the expected amount and timing of benefits related to the sale of parks and undeveloped land; adverse weather conditions; general economic, political and market conditions, including global trade; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; competition for consumer leisure time and spending or other changes in consumer behavior or sentiment for discretionary spending; unanticipated construction delays or increases in construction or supply costs; changes in capital investment plans and projects; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the Company’s operations; the impact of any potential shareholder activism; failure to attract, motivate and retain qualified domestic and international employees and key personnel; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting the Company; acts of terrorism or outbreak or escalation of war, hostilities, civil unrest, and other political or security disturbances; and other risks and uncertainties we discuss under the heading “Risk Factors” within our Annual Report on Form 10-K and in the other filings we make from time to time with the Securities and Exchange Commission. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this document and are based on information currently and reasonably known to us. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after publication of this news release.

This news release and prior releases are available under the News tab at https://investors.sixflags.com

Investor Contact: Michael Russell, [email protected]

Media Contact: Kristin Fitzgerald, [email protected]

https://investors.sixflags.com

KEYWORDS: North Carolina Ohio United States North America

INDUSTRY KEYWORDS: Retail Theme Parks General Entertainment Lodging Destinations Women Travel Teens Parenting Men Children Specialty Family Vacation Entertainment Consumer

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Himax Technologies, Inc. Declares Cash Dividend for FY2025

25.2 cents per ADS payable on July 10, 2026

TAINAN, Taiwan, May 07, 2026 (GLOBE NEWSWIRE) — Himax Technologies, Inc. (Nasdaq: HIMX) (“Himax” or “Company”), a leading supplier and fabless manufacturer of display drivers and other semiconductor products, today declared a cash dividend of 25.2 cents per ADS, equivalent to 12.6 cents per ordinary share, for the year of 2025.

The cash dividend will be payable on July 10, 2026 to all the shareholders of record as of June 30, 2026. The ADS book will be closed for issuance and cancellation from June 23, 2026 to June 30, 2026. Typically, Himax pays out its yearly dividend at approximately the middle of its current calendar year based on the Company’s previous year financial performance.

“Since our IPO in 2006, we have consistently rewarded shareholders for their ongoing commitment with our dividend policy,” said Mr. Jordan Wu, President and Chief Executive Officer of Himax. “This year we are pleased to declare an annual cash dividend of 25.2 cents per ADS, representing a payout ratio of 100.0% of last year’s profit. The high payout ratio reflects our healthy balance sheet and positive outlook for cashflow generation over the next few years. For business areas where we have in-house manufacturing capacity such as WLO and LCoS, existing capacity is in place to support the strong growth anticipated for the next few years. Himax will continue to focus on maintaining a healthy balance sheet while driving sustainable long-term growth to deliver value for our shareholders through high dividends and share repurchases,” concluded Mr. Wu.

About Himax Technologies, Inc.

Himax Technologies, Inc. (NASDAQ: HIMX) is a leading global fabless semiconductor solution provider dedicated to display imaging processing technologies. The Company’s display driver ICs and timing controllers have been adopted at scale across multiple industries worldwide including TVs, PC monitors, laptops, mobile phones, tablets, automotive, ePaper devices, industrial displays, among others. As the global market share leader in automotive display technology, the Company offers innovative and comprehensive automotive IC solutions, including traditional driver ICs, advanced in-cell Touch and Display Driver Integration (TDDI), local dimming timing controllers (Local Dimming Tcon), Large Touch and Display Driver Integration (LTDI) and OLED display technologies. Himax is also a pioneer in tinyML visual-AI and optical technology related fields. The Company’s industry-leading WiseEye™ Ultralow Power AI Sensing technology which incorporates Himax proprietary ultralow power AI processor, always-on CMOS image sensor, and CNN-based AI algorithm has been widely deployed in consumer electronics and AIoT related applications. Himax optics technologies, such as diffractive wafer level optics, LCoS microdisplays and 3D sensing solutions, are critical for facilitating emerging AR/VR/metaverse technologies. Additionally, Himax designs and provides touch controllers, OLED ICs, LED ICs, EPD ICs, power management ICs, and CMOS image sensors for diverse display application coverage. Founded in 2001 and headquartered in Tainan, Taiwan, Himax currently employs around 2,200 people from three Taiwan-based offices in Tainan, Hsinchu and Taipei and country offices in China, Korea, and the US. Himax has 2,564 patents granted and 331 patents pending approval worldwide as of March 31, 2026.

http://www.himax.com.tw

Forward Looking Statements

Factors that could cause actual events or results to differ materially from those described in this conference call include, but are not limited to, the effect of the Covid-19 pandemic on the Company’s business; general business and economic conditions and the state of the semiconductor industry; market acceptance and competitiveness of the driver and non-driver products developed by the Company; demand for end-use applications products; reliance on a small group of principal customers; the uncertainty of continued success in technological innovations; our ability to develop and protect our intellectual property; pricing pressures including declines in average selling prices; changes in customer order patterns; changes in estimated full-year effective tax rate; shortage in supply of key components; changes in environmental laws and regulations; changes in export license regulated by Export Administration Regulations (EAR); exchange rate fluctuations; regulatory approvals for further investments in our subsidiaries; our ability to collect accounts receivable and manage inventory and other risks described from time to time in the Company’s SEC filings, including those risks identified in the section entitled “Risk Factors” in its Form 20-F for the year ended December 31, 2025 filed with the SEC, as may be amended.

Company Contacts:

Karen Tiao, Head of IR/PR

Himax Technologies, Inc.
Tel: +886-2-2370-3999
Fax: +886-2-2314-0877
Email: [email protected]
www.himax.com.tw

Mark Schwalenberg, Director

Investor Relations – US Representative

MZ North America
Tel: +1-312-261-6430
Email: [email protected]
www.mzgroup.us



GEN Korean BBQ Launches Costco Roadshow Series, Marking Next Phase of Retail Expansion

GEN Restaurant Group brings its proven in-store demo model and restaurant-trained workforce to Costco warehouse locations across the country this summer

CERRITOS, Calif., May 07, 2026 (GLOBE NEWSWIRE) — GEN Restaurant Group, Inc. (“GEN” or the “Company”) (Nasdaq: GENK), operator of GEN Korean BBQ, the largest full-service Korean BBQ restaurant chain in the United States, today announced the launch of a Costco roadshow demonstration series. Over the course of two months, GEN will bring its signature marinated, ready-to-cook meats directly to Costco members through in-store sampling events at several regions nationwide.

This launch represents the next chapter in GEN’s growing retail presence, and a significant step toward permanent placement in Costco’s freezer aisles. 

GEN’s selection for a Costco roadshow reflects the company’s strong retail performance and growing brand recognition among consumers. Costco’s purchasing and vendor evaluation process is widely regarded as one of the most selective in the retail industry, with brands assessed on criteria including sales performance, operational capabilities, consumer demand, and the ability to execute successfully on a scale. 

As part of the onboarding process, GEN successfully completed Costco’s vendor qualification requirements, including approval of the Buy Doc/Item Agreement, Food Safety Audit (“FSA”) report, and Basic Buying Agreement (“BBA”) prior to launch.

Over the past two years, GEN has demonstrated sustained success within the Costco ecosystem through its branded gift card presence, which has expanded to more than 91 Costco warehouse locations nationwide. During that time, GEN gift cards have consistently ranked among the top-performing restaurant gift card offerings within the warehouse channel, achieving #2 sales positions across multiple regional markets. This strong consumer engagement and established brand recognition among Costco members provide a solid foundation for the company’s retail product launch.

As GEN continues expanding its retail footprint, the company has established a strong presence across major Southern California grocery banners, including Albertsons, Pavilions, and Vons, as well as Safeway locations throughout Northern California, while continuing to grow into additional leading supermarket chains nationwide. Consistent sell-through performance across these retail partners helped build the sales history, operational credibility, and consumer demand that supported GEN’s advancement into the Costco channel.

The Costco Roadshow program represents an important strategic step in GEN’s broader consumer packaged goods (“CPG”) expansion strategy, as the Company continues building brand presence beyond its restaurant footprint and into mainstream retail channels.

Each roadshow will be staffed by 8 to 10 of GEN’s top-performing team members, carefully selected from a workforce of more than 2,500 employees based on demonstrated excellence in sales performance, customer engagement, and hospitality. Rather than relying on temporary staffing or third-party brand ambassadors, GEN will deploy experienced restaurant personnel who are trained to educate consumers, provide product guidance, and deliver the elevated guest experience that defines the GEN brand.

This model has produced measurable results. Across more than 100 supermarket demonstrations conducted to date, GEN has achieved sell-through of 100 to 300 units within a single four-hour demonstration window at individual store locations.

“GEN was built on the belief that great food and great hospitality go together. That same belief is what we’re bringing to Costco. Our members already know the brand — now we’re giving them an experience that brings it to life right to their homes,” said David Kim, CEO of GEN.

To support the roadshow and drive strong sell-through from day one, GEN is backing the launch with a full marketing push. The strategy spans high-visibility in-store activations, targeted digital campaigns, and social media content designed to drive trial, build awareness among Costco’s membership base, and establish GEN Korean BBQ as a go-to staple in the home kitchen.

GEN’s ready-to-cook marinated meats are prepared using the same recipes and quality standards as the restaurant. Designed to be cooked on a home grill or stovetop, the line offers Costco members a convenient way to recreate the GEN Korean BBQ experience for family and gatherings. 

For more information or to locate a GEN Korean BBQ restaurant, visitwww.genkoreanbbq.com.

About GEN Restaurant Group, Inc. GEN Restaurant Group (Nasdaq: GENK) owns and operates GEN Korean BBQ, a full-service Korean BBQ dining concept with 50+ locations across the United States. The Company is engaged in expanding its brand through retail, consumer packaged goods, and experiential channels.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements may be identified by the use of words such as “believe,” “intend,” “expect”, “will,” “may,” and other similar words or expressions that predict or indicate future events. All statements that are not statements of historical fact are forward-looking statements, including any statements regarding our strategy, future operations, and growth prospects, including expectation relating to the Company’s CPG division, any statements regarding future revenue or revenue growth, any projections regarding the number of locations carrying our CPG products, any statements of belief or expectation, and any statements of assumptions underlying any of the foregoing or other future events. Forward-looking statements are based on current information available at the time the statements are made and on management’s reasonable belief or expectations with respect to future events, and are subject to risks and uncertainties, many of which are beyond the Company’s control, that could cause actual performance or results to differ materially from the belief or expectations expressed in or suggested by the forward-looking statements. Additional factors or events that could cause actual results to differ may also emerge from time to time, and it is not possible for the Company to predict all of them. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law. Investors are referred to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in our subsequent filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement. We undertake no obligation to update any forward-looking statements to reflect future events or circumstances, new information, or the occurrence of unanticipated events, except as required by law.

Investor Relations Contact:

Thomas V. Croal
1-562-356-9929
[email protected]



Six Flags Entertainment Corporation Reports 2026 First Quarter Results

Six Flags Entertainment Corporation Reports 2026 First Quarter Results

  • Season off to solid start with year-to-date attendance through the end of April up 4% on a same-park basis(4)
  • Active pass base up 6% through the end of April on a same-park basis

CHARLOTTE, N.C.–(BUSINESS WIRE)–
Six Flags Entertainment Corporation (NYSE: FUN), the largest regional amusement park operator in North America, today announced its results for the first quarter ended March 29, 2026.

First Quarter 2026 Results

As compared to the first quarter of 2025:

  • Net revenues increased 12% to $225.6 million.
  • Attendance increased 4% to 2.9 million visits.
  • Per capita spending(1) increased 6% to $69.26, reflecting effective ticket pricing initiatives, improved ticket mix, and higher guest spending on food and beverage.
  • Net loss attributable to Six Flags Entertainment Corporation totaled $269 million, as compared to a loss of $220 million.
  • Adjusted EBITDA(2)loss for the quarter was $123 million, a $48 million improvement from $171 million.
  • Operating days totaled 369, a decrease from 393 operating days.

CEO Commentary

“We delivered meaningful year-over-year improvement in the first quarter driven by higher attendance, increased guest spending, and disciplined execution,” said John Reilly, Six Flags President and CEO. “Despite the seasonally low first quarter operating profile of our business, these results demonstrate the resiliency of our operating model and the progress we are making executing against our strategic priorities. Although it is still early in the season, demand trends in the second quarter are encouraging. We are seeing positive early response to changes in our season pass and membership offerings, including expanded regional access to more parks on certain products, which we believe are supporting increased guest engagement and a more favorable product mix.”

Reilly continued, “Our objective for 2026 is to capitalize on our learnings and the improvements we have implemented over the past year to build on our momentum and progress. We have positioned our parks well to capture peak season demand through new entertainment offerings and a relentless focus on operational excellence to improve the guest experience. We remain mindful of broader macroeconomic factors, the narrow operating windows that shape our business, weather and holiday timing variability, and the potential for a more promotional environment in season pass and membership sales to create pressure on admissions yield and mix. We also recognize that rebuilding and sustaining the active pass base will remain important as we move through the balance of the selling season.

Reilly concluded, “Even with the encouraging start to the year, our most important operating periods are ahead. We are excited to build on our momentum, particularly as we enter the 2026 summer season.”

Summarized First Quarter Results

Please note: Six Flags typically operates at a Net Loss and Adjusted EBITDA loss in the first quarter because most of its seasonal parks are closed.

During the first quarter of 2026, the Company entertained approximately 2.9 million guests, and generated net revenues of $225.6 million, a net loss of $268.6 million, and an Adjusted EBITDA loss of $123.0 million. Attendance for the first quarter increased by approximately 105,000 guests, or 4%, compared to the first quarter of 2025, despite 24 fewer operating days. The decrease in operating days was driven in large part by the removal of four winter holiday events in 2025, which resulted in 15 fewer days in early January of 2026 compared to January of 2025. Excluding the contribution of the incremental days in January of 2025, attendance in the first quarter of 2026 would have been up 7% compared to the prior year quarter. In year-over-year comparisons, 2026 first quarter attendance benefited from favorable operating conditions, particularly on the West Coast, a larger active pass base, the earlier timing of this year’s Easter and Spring Break holidays, and the earlier timing of the Knott’s Berry Farm Boysenberry Festival.

The $23.6 million increase in net revenues, compared with the first quarter of 2025, was the result of solid growth in attendance, as well as improved per capita spending and higher out-of-park revenues. The increase in per capita spending reflects a 3% increase in admissions per capita spending and a 10% improvement in in-park product per capita spending. The increase in admissions per capita spending in the quarter reflects the positive impact of changes in pricing and product structure, as well as a favorable shift in ticket sales to higher priced products. The Company also saw encouraging early response to updates in its pass and membership offerings, which contributed to a more favorable season pass product mix during the quarter. The increase in in-park product per capita spending was driven by higher guest spending on food and beverage items and merchandise during the first quarter this year. The higher guest spending in these areas reflects the success of the Company’s continued investments to expand and upgrade its food and beverage offerings and its retail centers across the parks.

Operating costs and expenses in the first quarter of 2026 decreased $50.4 million, or 12%, compared to the first quarter last year, reflecting an increased focus on delivering more cost efficiencies. A $32.6 million decrease in first quarter operating expenses was driven by planned reductions in full-time wages (down $15.2 million), maintenance costs (down $9.5 million), and operating supplies (down $8.2 million). A $17.5 million decrease in first quarter SG&A expenses was driven primarily by planned reductions in full-time headcount and wages.

Balance Sheet and Liquidity Highlights

As of Mar. 29, 2026, the Company reported the following:

Deferred revenues, including amounts classified as held for sale, totaled $381 million compared with $374 million on Mar. 30, 2025. The 2% increase in deferred revenues was largely attributable to higher season pass and membership sales, as well as higher advanced single day sales and increased deposits on group events and catering.

Total Liquidity was $462 million, including cash and available borrowings under the Company’s revolving credit facility, compared to total liquidity of $241 million as of Mar. 30, 2025.

Net debt(3) totaled $5.27 billion, calculated as total debt of $5.39 billion (before debt issuance costs and acquisition fair value layers) less cash and cash equivalents of $117 million.

April Update

Results through the end of April, which normalizes for the timing shift between years of the Easter and Spring Break holidays, were solid. Through May 3, 2026, the Company entertained 5.7 million guests over 694 operating days on a year-to-date basis. This represents a 4% increase in attendance on a same-park basis compared to 5.4 million guests entertained over 722 operating days during the comparable year-to-date period in 2025.

During the month of April, sales of season passes and memberships were also solid and in line with expectations. The Company was encouraged by early response to enhancements in its pass and membership offerings, including expanded benefits and access to more parks for certain products. As of May 3, 2026, the Company’s active pass base totaled approximately 5 million units, up 6% on a same-park basis compared to the same time last year.

Leadership Transition

In a separate news release issued today, Six Flags announced the appointment of Amy Martin Ziegenfuss as Chief Marketing Officer and Christopher Bennett as Chief Legal and Compliance Officer, effective by June 3, 2026, and the appointment of Dave Hoffman as interim finance lead. The full release can be found on the Six Flags Investors website at https://investors.sixflags.com under the tabs News / Press Releases.

Conference Call

As previously announced, Six Flags Entertainment Corporation will host a conference call with analysts starting at 8 a.m. ET today, May 7, 2026, to discuss its recent financial results. Participants on the call will include Six Flags President and CEO John Reilly, Brian Witherow, and Chief Accounting Officer Dave Hoffman.

Investors and all other interested parties can access a live, listen-only audio webcast of the call on the Six Flags Investors website at https://investors.sixflags.com under the tabs Investor Information / Events & Presentations. Those unable to listen to the live webcast can access a recorded version of the call on the Six Flags Investors website at https://investors.sixflags.com under Investor Information / Events and Presentations, shortly after the live call’s conclusion.

A digital recording of the conference call will be available for replay by phone starting at approximately 1 p.m. ET on Thursday May 7, 2026, until 11:59 p.m. ET on Wednesday May 14, 2026. To access the phone replay in North America please dial (800) 770-2030; from international locations please dial +1 (609) 800-9909, followed by Conference ID 3720518.

About Six Flags Entertainment Corporation

Six Flags Entertainment Corporation (NYSE: FUN) is North America’s largest regional amusement-resort operator with 21 amusement parks, 14 water parks and eight resort properties across 13 states in the U.S., Canada and Mexico. Focused on its purpose of making people happy, Six Flags provides fun, immersive and memorable experiences to millions of guests every year with world-class coasters, themed rides, thrilling water parks, resorts and a portfolio of beloved intellectual property such as Looney Tunes®, DC Comics® and PEANUTS®.

Footnotes:

(1)

 

Per capita spending, admissions per capita spending, in-park product per capita spending, and out-of-park revenues are non-GAAP financial measures. See the attached reconciliation table and related footnote for the calculation of these metrics. These metrics are used by management as major factors in significant operational decisions as they are primary drivers of financial and operational performance, measuring demand, pricing, and consumer behavior.

(2)

 

Adjusted EBITDA is not a measurement computed in accordance with GAAP. Management believes Adjusted EBITDA is a meaningful measure of park-level operating profitability and uses it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. For additional information regarding Adjusted EBITDA, including how the Company defines and uses this measure, see the attached reconciliation table and related footnotes.

(3)

 

Net debt is a non-GAAP financial measure. See the attached reconciliation table and related footnote for the calculation of net debt. Net debt is used by the Company and investors to monitor leverage, and management believes it is meaningful for this purpose.

(4)

 

Same-park basis excludes the combined contributions of the following parks: Worlds of Fun, Michigan’s Adventure, Valleyfair, Six Flags Great Escape, Schlitterbahn Waterpark Galveston, Six Flags St. Louis, Six Flags La Ronde and the former combination amusement and water park located in Bowie, Maryland. See the attached tables for additional information.

Forward-Looking Statements

Some of the statements contained in this news release that are not historical in nature are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements as to our expectations, beliefs, goals and strategies regarding the future. Words such as “anticipate,” “believe,” “create,” “expect,” “future,” “guidance,” “intend,” “plan,” “potential,” “seek,” “synergies,” “target,” “will,” “would,” similar expressions, and variations or negatives of these words identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. These forward-looking statements may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct, that our growth and operational strategies will achieve the target results. Important risks and uncertainties that may cause such a difference and could adversely affect attendance at our parks, our future financial performance, and/or our growth strategies, and could cause actual results to differ materially from our expectations or otherwise to fluctuate or decrease, include, but are not limited to: failure to realize the anticipated benefits of the Merger, including difficulty in integrating the businesses of legacy Six Flags and legacy Cedar Fair; failure to realize the expected amount and timing of cost savings and operating synergies related to the Merger; failure to realize the expected amount and timing of benefits related to the sale of parks and undeveloped land; adverse weather conditions; general economic, political and market conditions, including global trade; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; competition for consumer leisure time and spending or other changes in consumer behavior or sentiment for discretionary spending; unanticipated construction delays or increases in construction or supply costs; changes in capital investment plans and projects; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the Company’s operations; the impact of any potential shareholder activism; failure to attract, motivate and retain qualified domestic and international employees and key personnel; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting the Company; acts of terrorism or outbreak or escalation of war, hostilities, civil unrest, and other political or security disturbances; and other risks and uncertainties we discuss under the heading “Risk Factors” within our Annual Report on Form 10-K and in the other filings we make from time to time with the Securities and Exchange Commission. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this document and are based on information currently and reasonably known to us. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after publication of this news release.

This news release and prior releases are available under the News tab at https://investors.sixflags.com

(financial tables follow)

SIX FLAGS ENTERTAINMENT CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

 

 

 

Three months ended

 

 

March 29, 2026

 

March 30, 2025

Net revenues:

 

 

 

 

Admissions

 

$

113,500

 

 

$

106,761

 

Food, merchandise and games

 

 

78,264

 

 

 

65,848

 

Accommodations, extra-charge products and other

 

 

33,863

 

 

 

29,448

 

 

 

 

225,627

 

 

 

202,057

 

Costs and expenses:

 

 

 

 

Cost of food, merchandise, and games revenues

 

 

21,287

 

 

 

21,601

 

Operating expenses

 

 

266,893

 

 

 

299,479

 

Selling, general and administrative

 

 

73,295

 

 

 

90,785

 

Depreciation and amortization

 

 

107,349

 

 

 

102,330

 

Loss on retirement of fixed assets, net

 

 

2,435

 

 

 

8,098

 

Loss on impairment of goodwill and other intangibles

 

 

38,640

 

 

 

 

Loss on disposal group

 

 

27,971

 

 

 

 

Loss on other assets

 

 

 

 

 

791

 

 

 

 

537,870

 

 

 

523,084

 

Operating loss

 

 

(312,243

)

 

 

(321,027

)

Interest expense, net

 

 

94,928

 

 

 

87,035

 

Loss on early debt extinguishment

 

 

4,053

 

 

 

 

Other expense (income), net

 

 

5,739

 

 

 

(1,584

)

Loss before taxes

 

 

(416,963

)

 

 

(406,478

)

Benefit for taxes

 

 

(148,363

)

 

 

(186,760

)

Net loss

 

 

(268,600

)

 

 

(219,718

)

Net loss attributable to non-controlling interests

 

 

 

 

 

 

Net loss attributable to Six Flags Entertainment Corporation

 

$

(268,600

)

 

$

(219,718

)

SIX FLAGS ENTERTAINMENT CORPORATION

UNAUDITED CONSOLIDATED BALANCE SHEET DATA

(In thousands)

 

 

March 29, 2026

 

March 30, 2025

Cash and cash equivalents

$

116,510

 

$

61,512

Total assets

$

7,708,879

 

$

9,163,917

Long-term debt, including current maturities:

 

 

 

Revolving credit loans

$

444,566

 

$

609,003

Term debt

 

1,461,737

 

 

978,527

Notes

 

3,449,224

 

 

3,660,036

 

$

5,355,527

 

$

5,247,566

Equity

$

279,226

 

$

1,833,780

SIX FLAGS ENTERTAINMENT CORPORATION

RECONCILIATION OF MODIFIED EBITDA AND ADJUSTED EBITDA

(In thousands)

 

 

 

Three months ended

 

 

March 29, 2026

 

March 30, 2025

Net loss

 

$

(268,600

)

 

$

(219,718

)

Interest expense, net

 

 

94,928

 

 

 

87,035

 

Benefit for taxes

 

 

(148,363

)

 

 

(186,760

)

Depreciation and amortization

 

 

107,349

 

 

 

102,330

 

EBITDA

 

 

(214,686

)

 

 

(217,113

)

Loss on early debt extinguishment

 

 

4,053

 

 

 

 

Non-cash foreign currency loss (gain)

 

 

5,139

 

 

 

(2,214

)

Non-cash equity compensation expense

 

 

3,772

 

 

 

17,076

 

Loss on retirement of fixed assets, net

 

 

2,435

 

 

 

8,098

 

Loss on impairment of goodwill and other intangibles

 

 

38,640

 

 

 

 

Loss on disposal group

 

 

27,971

 

 

 

 

Loss on other assets

 

 

 

 

 

791

 

Costs related to the merger (1)

 

 

4,914

 

 

 

15,640

 

Other (2)

 

 

4,723

 

 

 

6,932

 

Modified EBITDA (3)

 

 

(123,039

)

 

 

(170,790

)

Net income attributable to non-controlling interests

 

 

 

 

 

 

Adjusted EBITDA (3)

 

$

(123,039

)

 

$

(170,790

)

(1)

 

Consists of integration costs related to the merger, including third-party consulting costs, costs to integrate information technology systems, integration team salaries and benefits, retention bonuses, maintenance costs to update Former Six Flags parks to Cedar Fair standards and certain legal costs. These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA as defined in the Company’s credit agreement.

   

(2)

 

Consists of certain costs as defined in the Company’s credit agreement. These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA and include certain legal and consulting expenses; severance costs; cost of goods sold recorded to align inventory standards following the Mergers; certain costs at a combined amusement and water park located in Bowie, Maryland since its closure; Mexican VAT taxes on intercompany activity; and contract termination costs. This balance also includes unrealized gains and losses on pension assets and short-term investments.

   

(3)

 

Modified EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Company’s credit agreement. Adjusted EBITDA represents Modified EBITDA less net loss attributable to non-controlling interests. Management includes both measures to disclose the effect of non-controlling interests. Management believes Modified EBITDA and Adjusted EBITDA are meaningful measures of park-level operating profitability, and uses them for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is widely used by analysts, investors and comparable companies in the industry to evaluate operating performance on a consistent basis, as well as more easily compare results with those of other companies in the industry. Modified EBITDA and Adjusted EBITDA are provided as supplemental measures of the Company’s operating results and are not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, Modified EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

SIX FLAGS ENTERTAINMENT CORPORATION

CALCULATION OF NET DEBT

(In thousands)

 

 

March 29, 2026

Long-term debt, including current maturities

$

5,355,527

 

Plus: Debt issuance costs and original issue discount

 

55,675

 

Less: Acquisition fair value layers

 

(22,822

)

Less: Cash and cash equivalents

 

(116,510

)

Net debt (1)

$

5,271,870

 

(1)

 

Net debt is a non-GAAP financial measure used by investors to monitor leverage. The measure may not be comparable to similarly titled measures of other companies.

SIX FLAGS ENTERTAINMENT CORPORATION

KEY OPERATIONAL MEASURES

(In thousands, except per capita and operating day amounts)

 

 

 

Three months ended

 

 

March 29, 2026

 

March 30, 2025

Attendance

 

 

2,923

 

 

2,818

Per capita spending (1)

 

$

69.26

 

$

65.40

Admissions per capita spending (1)

 

$

38.82

 

$

37.72

In-park product per capita spending (1)

 

$

30.44

 

$

27.68

Out-of-park revenues (1)

 

$

28,799

 

$

23,916

Operating days

 

 

369

 

 

393

(1)

 

Per capita spending is calculated as revenues generated within the Company’s amusement parks and separately gated outdoor water parks along with related parking revenues and online transaction fees charged to customers (in-park revenues), divided by total attendance. Admissions per capita spending is calculated as revenues generated for admission to the Company’s amusement parks and separately gated water parks along with related parking revenues and online transaction fees charged to customers (in-park admissions revenues) divided by total attendance. In-park product per capita spending is calculated as all other revenues generated within the Company’s amusement parks and separately gated water parks, including food and beverage, merchandise, games and extra-charge offerings (in-park product revenues) divided by total attendance. Out-of-park revenues are defined as revenues from resorts, out-of-park food and merchandise locations, sponsorships, international agreements and all other out-of-park operations. Beginning in the fourth quarter of 2025, the Company renamed in-park per capita spending to per capita spending and renamed per capita spending on in-park products to in-park product per capita spending. The methodology for calculating these metrics remains unchanged, and therefore any previously reported metrics that are renamed to corresponding metrics remain unchanged.

     
   

In-park revenues, per capita spending, in-park admissions revenues, admissions per capita spending, in-park product revenues, in-park product per capita spending, and out-of-park revenues are non-GAAP measures. These metrics are used by management as major factors in significant operational decisions as they are primary drivers of financial and operational performance, measuring demand, pricing, and consumer behavior. A reconciliation of in-park revenues, including in-park admissions revenues and in-park product revenues, and out-of-park revenues to net revenues for the periods presented is in the table below.

 

 

Three months ended

 

 

March 29, 2026

 

March 30, 2025

In-park admissions revenues

 

 

113,441

 

 

 

106,311

 

In-park product revenues

 

 

88,977

 

 

 

78,004

 

In-park revenues

 

 

202,418

 

 

 

184,315

 

Out-of-park revenues

 

 

28,799

 

 

 

23,916

 

Concessionaire remittances

 

 

(5,590

)

 

 

(6,174

)

Net revenues

 

$

225,627

 

 

$

202,057

 

SIX FLAGS ENTERTAINMENT CORPORATION

SELECTED 2025 QUARTERLY AND ANNUAL FINANCIAL AND OTHER DATA

FOR THE CONSOLIDATED COMPANY AND FOR SPECIFIED PARKS

WITH RELATED RECONCILIATION OF ADJUSTED EBITDA

(In millions, except operating days)

The below table includes selected quarterly and annual financial and other data for fiscal 2025: (1) for the consolidated company (or the “Consolidated Company”); and (2) on a combined basis, for Worlds of Fun, Michigan’s Adventure, Valleyfair, Six Flags Great Escape, Schlitterbahn Waterpark Galveston, Six Flags St. Louis, Six Flags La Ronde and the former combination amusement and water park located in Bowie, Maryland (together, the “Specified Parks”). In March 2026, the Company entered into definitive agreements to sell these parks to EPR Properties with the exception of the former combination amusement park and water park located in Bowie, Maryland. For that Bowie, Maryland property, the Company closed the park following the end of the 2025 operating season and announced it had entered into a purchase agreement to sell the property in April 2026.

 

Three months ended

 

Twelve months ended

 

March 30, 2025

 

June 29, 2025

 

September 28, 2025

 

December 31, 2025

 

December 31, 2025

Consolidated Company Data

 

 

 

 

 

 

 

 

 

Attendance

 

3

 

 

 

14

 

 

 

21

 

 

 

9

 

 

 

47

 

Net revenue

$

202

 

 

$

930

 

 

$

1,318

 

 

$

650

 

 

$

3,100

 

Net (loss) income

$

(220

)

 

$

(75

)

 

$

(1,163

)

 

$

(91

)

 

$

(1,549

)

Adjusted EBITDA

$

(171

)

 

$

243

 

 

$

555

 

 

$

165

 

 

$

792

 

Operating days

 

393

 

 

 

1,993

 

 

 

2,573

 

 

 

779

 

 

 

5,738

 

 

 

 

 

 

 

 

 

 

 

Specified Parks Data

 

 

 

 

 

 

 

 

 

Attendance

 

 

 

 

1

 

 

 

3

 

 

 

1

 

 

 

5

 

Net revenue

$

6

 

 

$

86

 

 

$

161

 

 

$

37

 

 

$

290

 

Net (loss) income

$

(39

)

 

$

(13

)

 

$

37

 

 

$

(19

)

 

$

(34

)

Adjusted EBITDA

$

(28

)

 

$

9

 

 

$

67

 

 

$

(1

)

 

$

47

 

Operating days

 

 

 

 

334

 

 

 

505

 

 

 

77

 

 

 

916

 

As disclosed above, Modified EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Company’s credit agreement. Adjusted EBITDA represents Modified EBITDA less net loss attributable to non-controlling interests. Management believes Modified EBITDA and Adjusted EBITDA are meaningful measures of park-level operating profitability, and uses them for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is widely used by analysts, investors and comparable companies in the industry to evaluate operating performance on a consistent basis, as well as more easily compare results with those of other companies in the industry. Modified EBITDA and Adjusted EBITDA are provided as supplemental measures of the Company’s operating results and are not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, Modified EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

SIX FLAGS ENTERTAINMENT CORPORATION

SELECTED 2025 QUARTERLY AND ANNUAL FINANCIAL AND OTHER DATA

FOR THE CONSOLIDATED COMPANY AND FOR SPECIFIED PARKS

WITH RELATED RECONCILIATION OF ADJUSTED EBITDA – CONTINUED

(In millions)

The below table reconciles Adjusted EBITDA to Net (Loss) Income for the Consolidated Company and for the Specified Parks for fiscal year 2025 and for each fiscal quarter of 2025.

 

Three months ended

 

Twelve months ended

 

March 30, 2025

 

June 29, 2025

 

September 28, 2025

 

December 31, 2025

 

December 31, 2025

Consolidated Company Reconciliation

 

 

 

 

 

 

 

 

 

Net loss

$

(220

)

 

$

(75

)

 

$

(1,163

)

 

$

(91

)

 

$

(1,549

)

Interest expense, net

 

87

 

 

 

92

 

 

 

91

 

 

 

90

 

 

 

360

 

(Benefit) provision for taxes

 

(187

)

 

 

76

 

 

 

(38

)

 

 

(15

)

 

 

(164

)

Depreciation and amortization

 

102

 

 

 

135

 

 

 

128

 

 

 

121

 

 

 

486

 

EBITDA

 

(218

)

 

 

228

 

 

 

(982

)

 

 

105

 

 

 

(867

)

Non-cash foreign currency (gain) loss

 

(2

)

 

 

(20

)

 

 

7

 

 

 

(8

)

 

 

(23

)

Non-cash equity compensation expense

 

17

 

 

 

9

 

 

 

15

 

 

 

23

 

 

 

64

 

Loss on retirement of fixed assets, net

 

8

 

 

 

11

 

 

 

3

 

 

 

19

 

 

 

41

 

Loss on impairment of goodwill and other intangibles

 

 

 

 

 

 

 

1,518

 

 

 

 

 

 

1,518

 

Loss on other assets

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Costs related to the merger (1)

 

16

 

 

 

11

 

 

 

10

 

 

 

12

 

 

 

49

 

Other (2)

 

7

 

 

 

29

 

 

 

9

 

 

 

14

 

 

 

59

 

Modified EBITDA

 

(171

)

 

 

268

 

 

 

580

 

 

 

165

 

 

 

842

 

Net income attributable to non-controlling interests

 

 

 

 

25

 

 

 

25

 

 

 

 

 

 

50

 

Adjusted EBITDA

$

(171

)

 

$

243

 

 

$

555

 

 

$

165

 

 

$

792

 

 

 

 

 

 

 

 

 

 

 

Specified Parks Reconciliation

 

 

 

 

 

 

 

 

 

Net (loss) income

$

(39

)

 

$

(13

)

 

$

37

 

 

$

(19

)

 

$

(34

)

Depreciation and amortization

 

10

 

 

 

17

 

 

 

21

 

 

 

15

 

 

 

63

 

EBITDA

 

(29

)

 

 

4

 

 

 

58

 

 

 

(4

)

 

 

29

 

Loss on retirement of fixed assets, net

 

1

 

 

 

1

 

 

 

(1

)

 

 

1

 

 

 

2

 

Loss on impairment of goodwill and other intangibles

 

 

 

 

 

 

 

8

 

 

 

 

 

 

8

 

Costs related to the merger (1)

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

2

 

Other (2)

 

 

 

 

3

 

 

 

1

 

 

 

2

 

 

 

6

 

Modified EBITDA

 

(28

)

 

 

9

 

 

 

67

 

 

 

(1

)

 

 

47

 

Net income attributable to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

$

(28

)

 

$

9

 

 

$

67

 

 

$

(1

)

 

$

47

 

(1)

 

Consists of third-party legal and consulting transaction costs, as well as integration costs related to the merger. Integration costs include third-party consulting costs, costs to integrate information technology systems, integration team salaries and benefits, retention bonuses, maintenance costs to update legacy Six Flags parks to legacy Cedar Fair standards and certain legal costs. These costs are added back to net (loss) income to calculate Modified EBITDA and Adjusted EBITDA as defined in the Company’s credit agreement.

(2)

 

Consists of certain costs as defined in the Company’s credit agreement. These costs are added back to net (loss) income to calculate Modified EBITDA and Adjusted EBITDA and include severance and related employer taxes and benefits; certain legal and consulting expenses; enacted cost savings initiatives related to overhead and administrative costs incurred by legacy Six Flags, specifically for insurance premiums, legal costs and information technology costs; run-rate costs at the combination amusement and water park located in Bowie, Maryland since its closure; repairs for unusual weather events; Mexican VAT taxes on intercompany activity; cost of goods sold recorded to align inventory standards following the merger; administrative payments related to the Partnership Parks; and contract termination costs. This balance also includes unrealized gains and losses on pension assets and short-term investments.

 

Investor Contact: Michael Russell, [email protected]

https://investors.sixflags.com

Media Contact: Kristin Fitzgerald, [email protected]

KEYWORDS: North Carolina United States North America

INDUSTRY KEYWORDS: Theme Parks General Entertainment Entertainment

MEDIA:

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Ooma Launches Small Business Spotlight Award to Recognize the Entrepreneurs Powering Local Communities

Ooma Launches Small Business Spotlight Award to Recognize the Entrepreneurs Powering Local Communities

SUNNYVALE, Calif.–(BUSINESS WIRE)–
In recognition of National Small Business Month, which celebrates the critical role small businesses play in driving the U.S. economy and supporting local communities, Ooma, Inc., a provider of advanced communications services for businesses and consumers, today announced the launch of its inaugural Ooma Small Business Spotlight Award, a new program designed to recognize and elevate the stories of small businesses across the country.

At a time when many small businesses are navigating increased competition and pressure to operate more efficiently, they continue to power local communities—and are increasingly turning to modern tools and technology like Ooma Office to operate more efficiently, better serve customers and compete in a rapidly evolving marketplace.

“Small businesses don’t just keep the economy moving — they shape the character of our communities,” said Jim Gustke, senior vice president at Ooma. “Every day, we see founders doing more with less — finding smarter ways to connect with customers, streamlining operations and building something meaningful in their communities. This program is about giving those businesses the visibility they’ve earned and the platform to inspire others.”

One example is Ooma customer Ronnette Meyers, founder of JLAN Solutions and the Washington, D.C. Small Business Person of the Year, who built her business from the ground up after identifying a gap in federal contracting. Today, her company is a recognized name in government contracting, known for delivering reliable, results-driven outcomes.

“This recognition felt like confirmation that the sacrifices and late nights—and the faith I put into building this business—were worth it,” said Meyers. “I hope my story encourages other entrepreneurs to know that with persistence and the right support, success is possible.”

The Ooma Small Business Spotlight Award is open to Ooma Office customers nationwide, with nominations accepted from May 1 through May 31, 2026. Eligible Ooma Office customers may nominate their own business.

Submissions will be evaluated across five criteria: business story and purpose, innovation and creativity, growth and achievement, community impact, and customer care.

One Grand Prize winner will receive:

  • One year of free Ooma Office service

  • A professionally produced video spotlight

  • A digital award badge for use across marketing channels

  • Feature placement in Ooma marketing and communications

In addition to the Grand Prize, a selection of standout businesses will be featured throughout the campaign across Ooma’s digital channels, highlighting a range of small business stories and perspectives.

To enter, eligible businesses must be active Ooma Office customers in good standing and submit a 250–400-word application, along with a business photo (and optional short video).

Winners will be announced on June 15, 2026.

More information and submission details can be found at http://www.ooma.com/smb-award.

About Ooma

Ooma (NYSE: OOMA) delivers phone, messaging, video and advanced communications services that are easy to implement and provide great value. Founded in 2003, the company offers Ooma Office for small to medium-sized businesses seeking enterprise-grade features designed for their needs; Ooma AirDial for any business looking to replace aging and increasingly expensive copper phone lines; Ooma 2600Hz for businesses that provide their own communications solutions built on an outsourced underlying platform; and Ooma Telo for residential consumers who value a landline experience at a more affordable price point. Ooma’s award-winning solutions power more than 2 million users today. Learn more at www.ooma.com in the United States or www.ooma.ca in Canada.

Media

Jim Gustke, Senior Vice President, Marketing

Ooma, Inc.

email: [email protected]

Investors

Matthew S. Robison

Director of IR and Corporate Development

Ooma, Inc.

email: [email protected]

phone: (650) 300-1480

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Technology Mobile/Wireless Carriers and Services Telecommunications Professional Services Small Business Networks Internet VoIP

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Oculis Announces Agreement with FDA on a Special Protocol Assessment (SPA) for Optic Neuritis Registrational Trial

  • Special Protocol Assessment (SPA) agreement with the U.S. FDA provides regulatory alignment on the registrational path for Privosegtor in optic neuritis (ON)
  • FDA Breakthrough Therapy and EMA PRIME designations in ON underscore the significant unmet need and therapeutic potential of Privosegtor as a neuroprotective candidate

ZUG, Switzerland, May 7 2026 — Oculis Holding AG (Nasdaq: OCS / XICE: OCS) (“Oculis”), a global biopharmaceutical company focused on breakthrough innovations to address significant unmet medical needs in ophthalmology and neuro-ophthalmology, today announced that it has received written agreement from the U.S. Food and Drug Administration (FDA) under a Special Protocol Assessment (SPA) regarding PIONEER-1, the first registrational trial within the PIONEER Program evaluating Privosegtor for the treatment of optic neuritis (ON). This formal FDA agreement confirms the design and planned analysis of the PIONEER-1 study are adequate to address the objectives necessary to support a future NDA submission, subject to a successful trial outcome and FDA review of the complete submission.

Privosegtor is a novel peptoid small molecule that crosses the blood-brain and retinal barriers; it has the potential to become the first neuroprotective therapy for ON, with broad applicability in other neuro-ophthalmic and neurological diseases. Following the successful Phase 2 ACUITY trial, Oculis launched the PIONEER program which includes two pivotal trials to support registrational plans for Privosegtor in ON.

The PIONEER-1 Phase 3 study will evaluate Privosegtor in patients with ON across a broad population, including those with and without multiple sclerosis (MS). The primary endpoint is defined as the proportion of patients achieving at least a 15-letter gain from baseline in low-contrast visual acuity (LCVA) at Month 3, a well-established endpoint for clinically meaningful visual function in ophthalmology trials. Patients will be followed for 12 months to assess Privosegtor’s long-term safety and tolerability. Dosing and patient enrollment criteria will closely mirror those of the Phase 2 ACUITY trial, in which Privosegtor + steroid showed substantial improvements in vision at Month 3, which persisted through Month 6, as measured by LCVA, along with consistent anatomical and biological neuroprotective benefits compared with placebo + steroid. The most common drug‑related adverse events (AEs) were headache and acne (each in two participants; 10.5%). No drug‑related serious AEs or AEs leading to treatment or study discontinuations occurred. These positive findings supported the granting of Breakthrough Therapy designation by the U.S. FDA and Priority Medicines (PRIME) designation by the European Medicines Agency (EMA) for the treatment of ON.

Riad Sherif, M.D., Chief Executive Officer of Oculis, remarked, “The FDA SPA agreement for the PIONEER-1 trial, following Breakthrough Therapy and PRIME designations from the FDA and EMA, clarifies our path to NDA and validates our scientific approach. With a potential $7 Billion U.S. market in acute optic neuropathies, Privosegtor aims to address a critical gap in neuroprotection in neuro-ophthalmology and beyond.”

Mark Kupersmith, M.D., Chief Medical Advisor, Neuro-ophthalmology and Professor, Vice chair translational research, Chair NORDIC at Icahn School of Medicine at Mount Sinai Hospital, New York,
added: “Privosegtor has demonstrated compelling results in the treatment of optic neuritis with improvement of visual function combined with positive anatomical and biological measures of nerve cell preservation. The consistency of the results observed for all three determinations provides hope for patients suffering from optic neuropathies, many of whom have permanent visual deficits. I think this new therapy has the potential to bridge the gap from the lab to patients for neuroprotection in ophthalmology and neurology. I look forward to continuing our collaborative work with Oculis to further advance this promising candidate through late-stage clinical development.”

-ENDS-

About Privosegtor

Privosegtor, a novel peptoid small-molecule candidate that crosses the blood-brain and retinal barriers, has the potential to become the first neuroprotective therapy for optic neuritis (ON) and other neuro-ophthalmic diseases. Positive results from the ACUITY Phase 2 trial demonstrated Privosegtor’s neuroprotective potential through anatomical preservation of the retina and improvements in visual function after an acute episode of optic neuritis. Consistent results were observed in animal models of neuroinflammation and neurodegeneration, where Privosegtor preserved retinal ganglion cell damage and was associated with improvements in mobility (clinical function disability). Privosegtor has received Breakthrough Therapy designation from the FDA and Priority Medicines (PRIME) designation by the European Medicines Agency (EMA) as well as Orphan Drug from both the FDA and the EMA for ON. Privosegtor is currently being evaluated in Oculis’ PIONEER (Privosegtor Investigation in Optic Neuropathies Efficacy Evaluation Research) program which includes two registrational trials in ON and one registrational trial in non-arteritic anterior ischemic optic neuropathy (NAION). In addition to its potential neuroprotective effect on the optic nerve, Privosegtor could also have wide applicability in treating other neuro-ophthalmic and neurological indications.

Privosegtor is an investigational drug and has not received regulatory approval for commercial use in any country.

About Optic Neuritis

Optic Neuritis (ON) is a rare condition characterized by an acute inflammation of the optic nerve that can lead to permanent visual impairment. It affects up to 8 in 100,000 people worldwide with a U.S. annual incidence estimated to be >30,000 and often represents the first sign of multiple sclerosis1,2. It mainly occurs in adults between the age of 20 and 40 years and is more frequent in women (2:1)3. ON is a type of neuropathy (nerve disease) that happens when acute inflammation of the optic nerve affects the signals traveling from the eyes through the brain, causing pain, vision loss and other symptoms. The cells that make up the optic nerve have a lipid protective coating called a myelin sheath, which is preferentially damaged in ON. Without myelin, the optic nerve cells can’t send signals properly and axons can be irreversibly lost. To date there is no specific therapy approved for acute optic neuritis and the unmet needs remain for therapies that can prevent vision loss after an acute episode by reducing nerve cell permanent damage or death.

About Non-arteritic Anterior Ischemic Optic Neuropathy        
Non-arteritic anterior ischemic optic neuropathy (NAION) is an acute optic nerve disorder that causes permanent visual impairment in >60% of affected patients3. It is the most common cause of acute optic nerve injury in individuals over 50 years old4 and affects up to 10.2 per 100,000 people worldwide5 with a U.S. annual incidence estimated to be >30,0004,6,7. In NAION, the optic nerve head region swells and there is painless sudden vision loss. The swelling eventually resolves, but the optic nerve axons and neuronal cell bodies (in the retina) are permanently lost, leading to significant irreversible visual impairment or even blindness8. There are no approved therapies for NAION and the unmet medical need is for therapies that preserve vision and provide neuroprotection for patients suffering from NAION.

About Special Protocol Assessment (SPA)

A Special Protocol Assessment (SPA) is a written agreement between a sponsor and the U.S. Food and Drug Administration (FDA) regarding the design, endpoints, and planned statistical analyses of a clinical trial intended to support a marketing application. SPAs are intended to document FDA’s agreement that the proposed trial design is adequate to support regulatory approval, provided the study is conducted as agreed and achieves its prespecified objectives. SPA agreement is generally sought for pivotal Phase 3 registrational trials intended to form a primary basis of evidence of effectiveness. SPA agreement provides greater regulatory clarity and predictability for drug development programs, but does not guarantee approval of a marketing application, which remains subject to the successful completion of the trial, submission of all required data, and FDA review.

About Oculis

Oculis is a global biopharmaceutical company (Nasdaq: OCS; XICE: OCS) focused on breakthrough innovations to address significant unmet medical needs in neuro-ophthalmology and ophthalmology. Oculis’ highly differentiated late-stage clinical pipeline includes three core product candidates: OCS-01, an eye drop in pivotal registration studies, aiming to become the first non-invasive topical treatment for diabetic macular edema (DME); Licaminlimab, a novel, topical anti-TNFα in registrational trial, which is being developed with a genotype-based approach to drive precision medicine in dry eye disease (DED), and Privosegtor, a breakthrough neuroprotective candidate in the PIONEER program which consists of studies intended to support registration plans for treatment in optic neuropathies like optic neuritis (ON) and non-arteritic anterior ischemic optic neuropathy (NAION), with potentially broad clinical applications in various other neuro-ophthalmic and neurological diseases. Headquartered in Switzerland with operations in the U.S., Iceland and Switzerland, Oculis is led by an experienced management team with a successful track record and supported by leading international healthcare investors.
        
For more information, please visit: www.oculis.com

Oculis Contact

Ms. Sylvia Cheung, CFO
[email protected]

Investor Relations

LifeSci Advisors
Corey Davis, Ph.D.
[email protected]

Media Relations

ICR Healthcare
Amber Fennell / David Daley / Sean Leous
[email protected]

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements and information. For example, statements regarding the potential benefits of the Company’s product candidates, the initiation, timing, progress and results of current and future clinical trials, Oculis’ research and development programs, regulatory and business strategy; Oculis’ future development plans including the potential broad applicability of the Company’s product candidates into additional indications; the timing or likelihood of regulatory filings and approvals; and statements about market opportunity, are forward-looking. All forward-looking statements are based on estimates and assumptions that, while considered reasonable by Oculis and its management, are inherently uncertain and are inherently subject to risks, variability, and contingencies, many of which are beyond Oculis’ control. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, assurance, prediction or definitive statement of a fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. All forward-looking statements are subject to risks, uncertainties and other factors that may cause actual results to differ materially from those that we expected and/or those expressed or implied by such forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Oculis, including those set forth in the Risk Factors section of Oculis’ annual report on Form 20-F and any other documents filed with the U.S. Securities and Exchange Commission (SEC). Copies of these documents are available on the SEC’s website, www.sec.gov. Oculis undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

References:

  1. Martínez-Lapiscina EH, et al. (2014): Is the incidence of optic neuritis rising? Evidence from an epidemiological study in Barcelona (Spain) 2008-2012. J Neurol. 2014 Apr; 261(4): 759-767.
  2. Pérez-Cambrodí RJ, Gómez-Hurtado Cubillana A, Merino-Suárez ML, Piñero-Llorens DP, Laria-Ochaita C. Optic neuritis in pediatric population: a review in current tendencies of diagnosis and management. J Optom. 2014 Jul-Sep;7(3):125-30.
  3. Sing Hayreh S. (2008): Nonarteritic anterior ischemic optic neuropathy: natural history of visual outcome. Ophthalmology. 2088 Feb;115(2):298-305.
  4. https://www.aao.org/eyenet/article/naion-diagnosis-and-management
  5. Kupersmith, MJ et al. (2024): Ophthalmic and Systemic Factors of Acute Nonarteritic Anterior Ischemic Optic Neuropathy in the Quark207 Treatment Trial. 2024 July;131(7):790-802.
  6. Hattenhauer M G et al. (1997): Incidence of nonarteritic anterior ischemic optic neuropathy. American Journal of Ophthalmology. 1997 Jan;123(1):103-7.
  7. Lee M S et al. (2011): Incidence of nonarteritic anterior ischemic optic neuropathy: increased risk among diabetic patients. Ophthalmology 2011 Mar 24;118(5):959-963
  8. North American Neuro-Ophthalmology Society website: https://www.nanosweb.org
  9. U.S. Food and Drug Administration. “Guidance for Industry: Expedited Programs for Serious Conditions – Drugs and Biologics, 2014”. Available at https://www.fda.gov/regulatory-information/search-fda-guidance-documents/expedited-programs-serious-conditions-drugs-and-biologics



Northern Trust Supports Launch of Europe’s First Autocallable ETF on Waystone’s ETF ICAV platform

Northern Trust Supports Launch of Europe’s First Autocallable ETF on Waystone’s ETF ICAV platform

ETF Servicing Solutions Support Launch of Calamos Investments’ Strategy for European Investors

DUBLIN–(BUSINESS WIRE)–
Northern Trust (Nasdaq: NTRS) today announced it has supported the launch of a new exchange‑traded fund (ETF) on the Waystone ETF ICAV, Waystone’s Irish‑domiciled white‑label multi‑manager ETF platform.

The launch of the Calamos Autocallable Income UCITS sub fund introduces U.S. asset manager Calamos Investments (Calamos) onto the platform and marks the first autocallable ETF in Europe.1 Calamos is headquartered in Naperville, Illinois, and has $47.2 billion in assets under management (as of 31 March 2026).

This derivatives‑based, synthetic investment strategy seeks to deliver returns that reflect the performance of a benchmark index designed to track a diversified portfolio of synthetic autocallable notes. The strategy provides equity-linked exposure with the potential for regular coupon income while incorporating predefined downside thresholds. Autocallables are market-linked investments which offer regular coupons and return principal at maturity, contingent on the performance of an underlying equity index.

Waystone is a leading asset-servicing solutions provider of institutional governance, administration, risk and compliance services to the global asset management industry. The new fund, listed on the Xetra and London Stock Exchanges, is being supported through Northern Trust’s servicing relationship with the Waystone ETF ICAV – to which it provides fund administration, depositary and custody services. This relationship has provided Calamos with an established and efficient route to market in Europe.

“We congratulate Calamos and Waystone on the launch of this new fund and are delighted to have supported its speed-to-market within the UCITS framework,” said Melíosa O’Caoimh, Ireland Country Head, Northern Trust. “Our ETF servicing capabilities and technology support the full lifecycle of products and fund structures – helping managers bring innovation to market, to efficiently scale and operate their funds, and capitalize on growing industry-wide interest in use of these products to reach investors.”

Paul Heffernan, CEO of Waystone ETFs, said: “Partnering with Calamos and Northern Trust on the first UCITS autocallable fund is a strong example of how managers are approaching growth today. Through our white label ETF platform, we enable firms to bring innovative strategies to market efficiently while expanding into new regions with the right governance, ETF capital markets, operating model and distribution in place. The ability to list widely across Europe and Latin America from launch highlights how important it is to have the right infrastructure behind you. As demand for more sophisticated, globally distributed products continues to grow, this is exactly where we support our clients.”

Northern Trust’s Global Fund Services provides a complete suite of asset servicing solutions including fund administration, global custody, investment operations outsourcing and data solutions – supporting a range of complex investment strategies across the full spectrum of asset classes.

1Autocallable ETF lined up by Calamos in Europe first

About Northern Trust

Northern Trust Corporation (Nasdaq: NTRS) is a leading provider of wealth management, asset servicing, asset management and banking services to corporations, institutions, affluent families and individuals. Founded in Chicago in 1889, Northern Trust has a global presence with offices in 24 U.S. states and Washington, D.C., and across 22 locations in Canada, Europe, the Middle East and the Asia-Pacific region. As of March 31, 2026, Northern Trust had assets under custody/administration of US$18.6 trillion, and assets under management of US$1.8 trillion. For more than 135 years, Northern Trust has earned distinction as an industry leader for exceptional service, financial expertise, integrity and innovation. Visit us on northerntrust.com. Follow us on Instagram @northerntrustcompany or Northern Trust on LinkedIn.

Northern Trust Corporation, Head Office: 50 South La Salle Street, Chicago, Illinois 60603 U.S.A., incorporated with limited liability in the U.S. Global legal and regulatory information can be found at https://www.northerntrust.com/terms-and-conditions.

Media Contacts

Europe, Middle East, Africa & Asia-Pacific:

Camilla Greene

+44 (0) 20 7982 2176

[email protected]

Simon Ansell

+ 44 (0) 20 7982 1016

[email protected]

US & Canada:

John O’Connell

+1 312 444 2388

John_O’[email protected]

KEYWORDS: Europe Ireland United Kingdom

INDUSTRY KEYWORDS: Personal Finance Finance Banking Professional Services Asset Management

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Angelini Pharma to Acquire Catalyst Pharmaceuticals for 4.1 Billion USD (3.5 Billion Euros), Entering the U.S. Market and Consolidating its Leadership in Brain Health and Rare Disease

  • The Boards of Directors of Angelini Pharma and Catalyst Pharmaceuticals have unanimously approved the acquisition of Catalyst Pharmaceuticals at 31.50 USD per share in cash, for a total consideration of approximately 4.1 billion USD, representing a premium of 28% to the 30-day volume-weighted average trading price as of April 22, 2026
  • The transaction marks Angelini Pharma’s entry into the U.S. market, reinforcing its long-term commitment to Brain Health and its dedication to people living with Rare Diseases
  • Closing is expected in the third quarter of 2026

An earlier release was issued which has now been corrected.

ROME and CORAL GABLES, Fla., May 07, 2026 (GLOBE NEWSWIRE) — Angelini Pharma S.p.A. (“Angelini Pharma”), an international pharmaceutical company and part of the Angelini Industries Group, and Catalyst Pharmaceuticals, Inc. (“Catalyst”) (Nasdaq: CPRX), a commercial-stage biopharmaceutical company focused on in-licensing, developing, and commercializing novel medicines for patients living with rare and difficult-to-treat diseases, today announced that they have entered into a definitive agreement pursuant to which Angelini Pharma has agreed to acquire all outstanding shares of Catalystfor 31.50 USD per share in cash, for a total equity value of approximately 4.1 billion USD (equivalent to 3.5 billion euros) which represents a 21% premium to Catalyst’s unaffected closing share price on April 22, 2026, the last trading day before market signs that the transaction had become public information, as well as a 28% premium to the 30-day volume-weighted average trading price to that unaffected date. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the third quarter of 2026.

This acquisition marks a pivotal moment in the Angelini Group’s history — a group with over 100 years of history, chaired by Thea Paola Angelini, a fourth-generation member of the Angelini family — led by Sergio Marullo di Condojanni, Chief Executive Officer of Angelini Pharma.

The transaction will be carried out with the participation of Blackstone funds and select international partners, and will be financed with the support of BNP Paribas, acting as Sole Global Coordinator and Underwriter of the financing package.

Founded in 2002 and listed on Nasdaq since 2006, Catalyst has built a robust portfolio of products focused on the treatment of rare neuromuscular and neurological diseases: FIRDAPSE® (amifampridine), the only evidence-based treatment approved by the U.S. Food and Drug Administration (FDA) for Lambert-Eaton myasthenic syndrome (LEMS) in patients aged six and above; AGAMREE® (vamorolone) a novel corticosteroid approved by the FDA in 2023 for the treatment of Duchenne Muscular Dystrophy (DMD) in patients aged 2 and above; and FYCOMPA® (perampanel), an antiepileptic drug approved for the treatment of partial-onset seizures and primary generalised tonic-clonic seizures, the U.S. rights to which were acquired from Eisai in 2023.

Following completion of the acquisition, Angelini Pharma intends to integrate Catalyst’s portfolio and exceptional commercial infrastructure with its own expertise and products in Brain Health to develop a next-generation therapeutic platform in Rare Diseases. This transaction reinforces the commitment Angelini Pharma has built over recent years through products such as Ontozry® and high-profile scientific collaborations. Catalyst’s portfolio is expected to significantly strengthen the company’s strategic objectives, growing its presence in the U.S. as part of a balanced strategy that aims to develop the North American market while continuing to strengthen its core business in Europe. Angelini Pharma’s continued industrial presence in Italy will remain a strategic asset as a valuable production and scientific center within the combined company’s global operations.

Sergio Marullo di Condojanni, CEO of Angelini Pharma, commented: “Five years ago, we embarked on a profound transformation of Angelini Pharma — organizational, scientific and strategic — with the ambition to build a company capable of competing at the highest global level. On one hand, we continued to invest in our traditional portfolio; on the other, we chose to focus on central nervous system disorders, with the goal of addressing an unmet medical need that is, unfortunately, growing significantly. We invested in innovation through the development of a high-value asset pipeline, including collaborations with leading partners such as Blackstone Life Sciences in GRIN Therapeutics. Today, we take another significant step with the acquisition of Catalyst Pharmaceuticals, which we believe will establish Angelini Pharma as a relevant global player in neurological Rare Diseases. Entering the U.S. market will allow us to acquire the scale and capabilities needed to continue this journey. Patient care remains at the heart of our vision. We continue to look ahead with determination, backed by a clear strategy and the drive to keep growing on a global scale. We are proud of a transaction that demonstrates, once again, the dynamism of the Italian pharmaceutical industry.

Rich Daly, President and CEO of Catalyst, commented: “This is a pivotal and transformative moment for Catalyst, our team, and the patients we serve. By combining our unique capabilities in rare diseases with Angelini’s proven global reach, we will create a stronger, scalable, and robust rare disease platform to expand access to life-changing therapies worldwide. For shareholders, this transaction delivers immediate and certain cash value through a compelling premium. We are proud of the incredible foundation our team has built and are confident that together with Angelini, we can enhance patient support, accelerate innovation, and continue to drive sustainable long-term value for all stakeholders.” 

Transaction Terms

Under the terms of the agreement, a subsidiary of Angelini Pharma will merge with and into Catalyst, and, following the merger, Catalyst will survive as a wholly owned subsidiary of Angelini Pharma. Angelini Pharma expects to finance the acquisition with a combination of cash and debt. The acquisition is not subject to any financing condition.

The agreement has been unanimously approved by the Boards of Directors of both companies. The parties expect to close the acquisition in the third quarter of 2026, subject to approval by Catalyst stockholders, the receipt of required regulatory approvals, and satisfaction of other customary conditions. Due to the pendency of the transaction, Catalyst’s 2026 annual meeting of stockholders will be suspended.

Pending U.S. FIRDAPSE IP Litigation Resolved

Separately, Catalyst announced today that it has resolved the patent litigation it brought in response to an Abbreviated New Drug Application filed on behalf of Hetero USA, Inc, (together with its affiliated parties who are parties to the litigation, “Hetero”) seeking approval to market a generic version of FIRDAPSE® (amifampridine)10 mg tablets prior to expiration of the applicable Catalyst patents. In connection with the resolution of the patent litigation, Catalyst and its licensor SERB S.A. have entered into a Settlement Agreement with Hetero. As required by law, the companies will submit the confidential settlement agreement to the U.S. Federal Trade Commission and the U.S. Department of Justice for review. In accordance with the agreement, the parties will terminate all ongoing patent litigation between Catalyst/SERB and Hetero regarding FIRDAPSE patents pending in the U.S. District Court for the District of New Jersey. This settlement resolves all pending patent litigation relating to FIRDAPSE.

Advisors

Centerview Partners is serving as lead financial advisor, BNP Paribas and Morgan Stanley & Co. International plc. are acting as co-advisors to Angelini Pharma in connection with the acquisition, and Hogan Lovells and Gatti, Pavesi, Bianchi, Ludovici Studio Legale are serving as legal counsel to Angelini Pharma. BNP Paribas is acting as Sole Global Coordinator and Underwriter for the debt financing to Angelini Pharma. J.P. Morgan Securities LLC is serving as sole financial advisor to Catalyst, and Kirkland & Ellis LLP and Akerman LLP are serving as legal counsel to Catalyst.

About Angelini Pharma

Angelini Pharma is an international pharmaceutical company and part of the Angelini Industries Group. The company researches, develops, and commercializes health solutions with a particular focus on Brain Health, including mental health and epilepsy, and the Consumer market. Founded in Italy at the beginning of the twentieth century, Angelini Pharma operates directly in 20 countries, employing more than 3,000 people. Its products are commercialized in over 70 countries through strategic alliances with leading international pharmaceutical groups. For more information on Angelini Pharma, visit https://www.angelinipharma.com.

About Angelini Industries

Angelini Industries is a multinational group founded in Ancona in 1919 by Francesco Angelini. Today, Angelini Industries is a solid and diversified industrial group employing approximately 5,800 people and operating in 21 countries worldwide, with revenues of over 2 billion euros generated across the healthcare, industrial technology, and consumer goods sectors. A targeted growth investment strategy, a constant commitment to research and development, and an in-depth knowledge of markets and business sectors make Angelini Industries one of Italy’s leading companies in the sectors in which it operates. For more information, visit www.angeliniindustries.com.

About Catalyst Pharmaceuticals, Inc.

Catalyst Pharmaceuticals, Inc. (Nasdaq: CPRX), is a biopharmaceutical company committed to improving the lives of patients with rare diseases. With a proven track record of bringing life-changing treatments to the market, we focus on in-licensing, commercializing, and developing innovative therapies. Guided by our deep commitment to patient care, we prioritize accessibility, ensuring patients receive the care they need through a comprehensive suite of support services designed to provide seamless access and ongoing assistance. Catalyst maintains a well-established U.S. presence, which remains the cornerstone of our commercial strategy, while continuously evaluating strategic opportunities to expand our global footprint. Catalyst, headquartered in Coral Gables, FL, has been recognized by Forbes as one of America’s Most Successful Company in 2023, 2024, and 2025, and on the 2025 Deloitte Technology Fast 500™ list as one of North America’s Fastest-Growing Companies. For more information, please visit Catalyst’s website at www.catalystpharma.com.

Important Information and Where to Find It

In connection with the proposed acquisition of Catalyst and Parent (the “Transaction”), Catalyst intends to file with the Securities and Exchange Commission (“SEC”) a proxy statement (the “Proxy Statement”), the definitive version of which will be sent or provided to Catalyst stockholders. Catalyst may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document which Catalyst may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement (when it is available) and other documents that are filed or will be filed with the SEC by Catalyst through the website maintained by the SEC at www.sec.gov or Catalyst’s website at https://ir.catalystpharma.com/financial-information/sec-filings/default.aspx.

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Participants in the Solicitation

Catalyst, Angelini Pharma, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Catalyst’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in the “Directors, Executive Officers and Corporate Governance,” “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” sections of the Amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, of Catalyst, which was filed with the SEC on April 30, 2026 (the “Amended 2026 Annual Report”), and which will be contained in the Proxy Statement to be filed by Catalyst in connection with the proposed transaction. To the extent the holdings of Catalyst’s securities by Catalyst’s directors and executive officers have changed since the amounts set forth in Catalyst’s Amended 2026 Annual Report, such changes will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Catalyst stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction, including the interests of Catalyst directors and executive officers in the transaction, which may be different than those of Catalyst stockholders generally, by reading the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the transaction. These documents (when available) may be obtained free of charge from the website maintained by the SEC at www.sec.gov and Catalyst’s website at https://ir.catalystpharma.com/financial-information/sec-filings/default.aspx.

Forward-Looking Statements

This Press Release contains certain “forward-looking statements” intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995, as amended, related to Catalyst, Angelini Pharma and the proposed acquisition of Catalyst by Angelini Pharma (the “Transaction”) that involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “goal,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions. In this press release, the forward-looking statements include statements about the parties’ ability to satisfy the conditions to the consummation of the Transaction; statements about the expected timetable for completing the Transaction; Catalyst’s plans, objectives, expectations and intentions; the financial condition, results of operations and business of Catalyst; Catalyst’s ability to commercialize its existing products and current and future product candidates; and the anticipated timing of closing of the Transaction. Forward-looking statements are subject to certain risks, uncertainties or other factors that are difficult to predict and could cause actual events or results to differ materially from those indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among other things: among other things: consummating the Transaction and financing in the anticipated timeframe, if at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; uncertainties as to the ability to obtain stockholder approval; the possibility that competing acquisition proposals will be made; the possibility that various closing conditions for the Transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transaction (or only grant approval subject to adverse conditions or limitations); the effects of the Transaction on relationships with employees, customers, suppliers, other business partners or governmental entities, including the risk that the Transaction adversely affects employee retention; the difficulty of predicting the timing or outcome of regulatory approvals or actions; the impact of competitive products and pricing; the risk that Angelini Pharma may not realize the potential benefits of the Transaction, including the possibility that the expected benefits from the proposed Transaction will not be realized or will not be realized within the expected time period and that Angelini Pharma and Catalyst will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the risks related to disruption of management’s time from ongoing business operations as a result of the Transaction; risks that the Transaction disrupts current plans and operations; obtaining and maintaining adequate coverage and reimbursement for Catalyst’s products; changes in Catalyst’s business during the period between announcement and closing of the Transaction; any legal proceedings and/or regulatory actions that may be instituted related to the Transaction; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; costs and expenses related to the Transaction; actual or contingent liabilities; the effects of the Transaction (or the announcement thereof) on Catalyst’s stock price and/or operating results; and the other risks and uncertainties discussed under the heading “Risk Factors” in Catalyst’s periodic reports filed with the SEC, including its quarterly reports on Form 10 Q and annual reports on Form 10-K. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the Proxy Statement to be filed with the SEC in connection with the Transaction. While the list of factors presented here is, and the list of factors presented in the Proxy Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. You should not place undue reliance on these statements. Actual results could differ materially from those anticipated in these forward-looking statements. All forward-looking statements are based on information currently available to Catalyst and Angelini Pharma, and, except as required by applicable law, Catalyst and Angelini Pharma disclaim any obligation to update the information contained in this Current Report on Form 8-K as new information becomes available. All forward-looking statements in this press release or made in connection therewith in writing or orally are qualified in their entirety by this cautionary statement.

Media Contacts

Angelini Pharma

Roberto Scrivo

Chief External Affairs Communication & Sustainability Officer

+39 348 454 6502

[email protected]

Chiara Antoniucci

Global External & Internal Communication Director

+39 347 713 3926

[email protected]

Federica Marcelli

Italy Media Communications Manager

+39 3383924138

[email protected]

Catalyst

Investors
Melissa Kendis, Catalyst Pharmaceuticals, Inc.
(305) 420-3200
[email protected]

Media
Jed Repko / Mahmoud Siddig
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449



Kraft Heinz Commences Cash Tender Offer for Up To $1.1 Billion Aggregate Purchase Price of Certain of its Outstanding Notes

Kraft Heinz Commences Cash Tender Offer for Up To $1.1 Billion Aggregate Purchase Price of Certain of its Outstanding Notes

PITTSBURGH & CHICAGO–(BUSINESS WIRE)–
The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC) announced today that Kraft Heinz Foods Company, its 100% owned subsidiary (the “Issuer”), has commenced an offer to purchase for cash (the “Tender Offer”) up to the maximum combined aggregate purchase price of $1,100,000,000, excluding accrued and unpaid interest (the “Maximum Tender Amount”), of its outstanding 4.375% Senior Notes due June 2046 and its 4.875% Senior Notes due October 2049 (collectively, the “Notes” and, each, a “Series” of Notes), from each registered holder of the Notes (the “Holders”). Subject to the Maximum Tender Amount, the amount of a Series of Notes that is purchased in the Tender Offer will be based on the Acceptance Priority Levels set forth in the table below. The Tender Offer is being made on the terms and subject to the conditions set forth in the offer to purchase dated May 7, 2026 (the “Offer to Purchase”). Capitalized terms used in this release but not otherwise defined have the meaning given in the Offer to Purchase.

CUSIP No. / ISIN

Title of

Security

Principal Amount Outstanding

Acceptance Priority Level

Reference Treasury

Security

Bloomberg Reference Page

Fixed Spread (bps)

Early Tender Premium(1)(2)

50077L AB2 / US50077LAB27

(144A): 50077L AA4 / US50077LAA44

(Reg S): U5009L AA8 / USU5009LAA80

4.375% Senior Notes due June

2046

$2,786,174,000

1

4.625%

U.S. Treasury due Feb. 15, 2046

FIT1

+100

$30

50077L AZ9 / US50077LAZ94

(144A): 50077L AY2 / US50077LAY20

(Reg S): U5009LAZ3 / USU5009LAZ32

4.875% Senior Notes due

October 2049

$1,450,000,000

2

4.625%

U.S. Treasury due Feb. 15, 2046

FIT1

+116

$30

_____________

(1)

The Total Consideration (as defined below) for each Series validly tendered prior to or at the applicable Early Tender Time (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread (as defined below) and is inclusive of the applicable Early Tender Premium (as defined below).

(2)

Per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase (the “Early Tender Premium”).

Consummation of the Tender Offer and payment for the Notes accepted for purchase are subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including among other things, the receipt of proceeds upon settlement of an offering of new senior unsecured notes on terms satisfactory to the Issuer (the “Financing Condition”). Subject to applicable law, the Issuer has reserved the right, in its sole discretion, to at any time (i) waive any and all conditions to the Tender Offer, including the satisfaction of Financing Condition, (ii) extend, terminate, or withdraw the Tender Offer, (iii) increase or waive the Maximum Tender Amount, with or without extending the Withdrawal Date (as defined below), or (iv) otherwise amend the Tender Offer in any respect.

The Tender Offer will expire at 5:00 p.m. New York City time, on June 5, 2026, unless extended with respect to a Series of Notes (such time and date, as they may be extended, the “Expiration Time”) or earlier terminated as described in the Offer to Purchase. Notes tendered at or prior to 5:00 p.m. New York City time, on May 20, 2026 (such date and time, as the same may be extended, the “Withdrawal Date”) may be validly withdrawn at any time at or prior to the Withdrawal Date, but not thereafter, except in certain limited circumstances where the Issuer determines that additional withdrawal rights are required by law. Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Tender Offer.

Holders who validly tender and do not validly withdraw their Notes at or prior to 5:00 p.m. New York City time, on May 20, 2026, unless extended with respect to any Series of Notes (such date and time, as the same may be extended, the “Early Tender Time”) or earlier terminated by the Issuer, will be eligible to receive the applicable Total Consideration, which includes the applicable Early Tender Premium as set forth in the table above. The applicable Total Consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the Fixed Spread for the applicable Series specified on the front cover of the Offer to Purchase over the applicable Reference Yield based on the bid-side price of the applicable Reference Treasury Security specified on the front cover of the Offer to Purchase, as calculated by the Dealer Managers (as defined below) at 10:00 a.m. New York City time, on May 21, 2026 (subject to certain exceptions set forth in the Offer to Purchase, such time and date, as the same may be extended the “Price Determination Date”). Holders who validly tender their Notes after the Early Tender Time and at or prior to the Expiration Time will be entitled to receive only the applicable Tender Offer Consideration, which is equal to the applicable Total Consideration minus the applicable Early Tender Premium.

For Notes validly tendered at or prior to the Early Tender Time, and not subsequently validly withdrawn and that are accepted for purchase, the Issuer has the option for settlement to occur on the Early Settlement Date, which is expected to be May 26, 2026, the third business day after the Early Tender Time. In the event the Issuer chooses to have an Early Settlement Date, settlement for Notes validly tendered after the Early Tender Time, but at or prior to the Expiration Time, is expected to occur on June 9, 2026, the second business day following the Expiration Time, unless extended.

In addition to the Total Consideration or the Tender Offer Consideration, as applicable, all Notes accepted for purchase pursuant to the Tender Offer will on the Early Settlement Date or the Final Settlement Date, as applicable, also receive accrued and unpaid interest in respect of such Notes from the most recent applicable interest payment date to, but excluding, the applicable Settlement Date.

Subject to the Maximum Tender Amount, the application of the Acceptance Priority Levels, and the other terms and conditions described in the Offer to Purchase, including the Financing Condition, the Issuer intends to accept for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time. However, if the Tender Offer is fully subscribed as of the Early Tender Time, Holders who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time will not have any of their Notes accepted for purchase. Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time will be accepted for purchase in priority to the Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time, even if such Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time have a higher Acceptance Priority Level than the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time. As a result, each Holder who validly tenders Notes pursuant to the Tender Offer may have a portion of its Notes returned to it, and the amount of Notes returned will depend on the level of participation of Holders in the Tender Offer. The Tender Offer may be subject to proration if the aggregate purchase price (excluding accrued and unpaid interest) of the Notes that are validly tendered and not validly withdrawn is greater than the Maximum Tender Amount. The Issuer reserves the right, subject to applicable law, but is under no obligation, to increase or waive the Maximum Tender Amount, in its sole discretion, with or without extending the Withdrawal Date. No assurance can be given that the Issuer will increase or waive the Maximum Tender Amount.

Kraft Heinz has engaged BofA Securities, Inc. (“BofA Securities”), Citigroup Global Markets Inc. (“Citigroup”), Deutsche Bank Securities Inc. (“Deutsche Bank Securities”) and Goldman Sachs & Co. LLC (“Goldman Sachs”) to act as dealer managers (collectively, the “Dealer Managers”) in connection with the Tender Offer and has appointed Global Bondholder Services Corporation to serve as the Tender Agent and Information Agent for the Tender Offer. Copies of the Offer to Purchase are available at https://www.gbsc-usa.com/kraftheinzcompany/ or by contacting Global Bondholder Services Corporation via telephone at (855) 654-2015 (toll free) or (212) 430-3774 (for banks and brokers). Questions regarding the terms of the Tender Offer should be directed to BofA Securities at (888) 292-0070 (toll-free) or (980) 387-3907 (collect); Citigroup at (800) 558-3745 (toll-free) or (212) 723-6106 (collect); Deutsche Bank Securities at (866) 627-0391 (toll-free) or (212) 250-2955 (collect); or Goldman Sachs at (800) 828-3182 (toll-free) or (212) 357-1452 (collect).

None of the Issuer, Kraft Heinz, their boards of directors or boards of managers, as applicable, the Dealer Managers, Global Bondholder Services Corporation, the Trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should tender any Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender.

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. This press release does not describe all the material terms of the Tender Offer, and no decision should be made by any Holder on the basis of this press release. The terms and conditions of the Tender Offer are described in the Offer to Purchase, and this press release must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains important information that should be read carefully before any decision is made with respect to the Tender Offer. The Tender Offer is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities or blue sky laws. If any Holder is in any doubt as to the contents of this press release, or the Offer to Purchase, or the action it should take, the Holder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant, or other independent financial, tax, or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer.

ABOUT THE KRAFT HEINZ COMPANY

Kraft Heinz (Nasdaq: KHC) is one of the world’s largest food and beverage companies, withapproximately $25 billion in net sales in 2025 and a portfolio of iconic brands enjoyed by consumers in more than 40 countries. By investing in our capabilities and brands, including Heinz, Kraft, Philadelphia, Primal Kitchen, and Lunchables, we are unlocking the full power of our portfolio. We deliver high‑quality, great‑tasting, and affordable food for the consumers of today, while shaping the future of food.

Forward-Looking Statements

This press release contains certain statements that may be considered “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, and within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “could,” “should,” “will,” “would,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding the anticipated timing and completion of the Tender Offer; the anticipated satisfaction of conditions to the Tender Offer, including the expected timing, terms, and completion of a new senior unsecured notes offering to satisfy the Financing Condition and the expected use of net proceeds from such new senior unsecured notes offering to fund the purchase of Notes in the Tender Offer and to pay related fees and expenses; the expected aggregate principal amount of Notes to be purchased in the Tender Offer; and any other statements regarding the plans, expectations, or intentions with respect to the Tender Offer or the related financing.

These forward-looking statements reflect management’s current expectations, estimates and assumptions, and are not guarantees of future performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond Kraft Heinz’s control. Such risks, uncertainties, and other factors include, but are not limited to: Kraft Heinz’s ability to consummate the Tender Offer on the terms and conditions or the timeline described in the Offer to Purchase, or at all; the satisfaction or waiver of the conditions to the Tender Offer, including the Financing Condition; Kraft Heinz’s ability to consummate the proposed new senior unsecured notes offering on terms satisfactory to Kraft Heinz, in a timely manner, or at all, due to adverse changes in the corporate credit markets, prevailing interest rates, or general economic conditions; changes in laws, regulations, or regulatory interpretations that may affect Kraft Heinz’s ability to consummate the Tender Offer or the related financing; the aggregate principal amount of Notes of each series ultimately tendered and the level of participation of Holders in the Tender Offer; the timing of the settlement of the Tender Offer and the related financing; and volatility of capital markets and other macroeconomic factors. For additional information on other factors that could affect the Kraft Heinz’s forward-looking statements, see Kraft Heinz’s risk factors, as they may be amended from time to time, set forth in its filings with the Securities and Exchange Commission (the “SEC”). Any forward-looking statement made in this press release speaks only as of the date hereof and is expressly qualified in its entirety by the cautionary statements set forth herein and the risk factors and other cautionary statements contained in Kraft Heinz’s filings with the SEC. Kraft Heinz disclaims and does not undertake any obligation to update, revise, or withdraw any forward-looking statement in this press release, except as required by applicable law or regulation. Readers are cautioned not to place undue reliance on any forward-looking statements.

Kraft Heinz Media Team (media)

[email protected]

Anne-Marie Megela (investors)

[email protected]

KEYWORDS: Illinois Pennsylvania United States North America

INDUSTRY KEYWORDS: Restaurant/Bar Food/Beverage Other Retail Retail Supermarket

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