argenx Reports First Quarter 2026 Financial Results and Provides Business Update

$1.3 billion in first quarter global product net sales, representing 63% year-over-year growth

Anti

AChR antibody
negative (“seronegative”) gMG PDUFA is May 10, 2026

Management to host conference call today at 2:30 PM CET (8:30 AM ET)

May 7, 2026 7:00AM CET

Amsterdam, the Netherlands – argenx SE (Euronext & Nasdaq: ARGX), a global immunology company committed to improving the lives of people suffering from severe autoimmune diseases, today announced its first quarter 2026 results and provided a business update.

“argenx continues to deliver meaningful impact for patients, reflected by our 17th consecutive quarter of VYVGART growth,” said Karen Massey, Chief Executive Officer of argenx. “Looking ahead, VYVGART has the potential to become the first and only approved therapy across MG, pending FDA decisions on label expansions into seronegative and ocular populations. At the same time, we are extending our leadership in FcRn into rheumatology, beginning with the upcoming myositis readout. Our next pipeline candidate, empasiprubart, is progressing toward its first registrational readout in MMN, and we continue to advance a broad and differentiated pipeline. With these opportunities, we remain focused on delivering transformative outcomes for patients while creating sustained value for all stakeholders.”

Vision 2030

argenx continues to advance its ‘Vision 2030’ anchored in the ambition to treat 50,000 patients globally with its medicines, secure 10 labeled indications, and progress five pipeline candidates into Phase 3 development by 2030.

Expanding global VYVGART opportunity and shaping the long-term future of FcRn

VYVGART® (IV: efgartigimod alfa-fcab and SC: efgartigimod alfa and hyaluronidase-qvfc) is a first-and-only IgG Fc-antibody fragment that targets the neonatal Fc receptor (FcRn). It is approved in three indications, including generalized myasthenia gravis (gMG) and chronic inflammatory demyelinating polyneuropathy (CIDP) globally, and primary immune thrombocytopenia (ITP) in Japan. argenx is driving broad adoption as the leading precision biologic in MG and CIDP while advancing multiple label expansions. argenx is also shaping the future of FcRn medicines by advancing new pipeline candidates and delivery modalities.

  • Generated $1.3 billion in global product net sales in the first quarter of 2026, representing an increase of approximately 63% or $0.5 billion in year-over-year growth
  • Prescription Drug User Fee Act (PDUFA) target action date for anti-acetylcholine receptor antibody negative (AChR-Ab-) gMG (MuSK+, LRP4+ and triple seronegative) is May 10, 2026
  • Positive topline results from ADAPT OCULUS were recently presented at AAN; these data support planned sBLA submission to expand VYVGART label into oMG
  • Topline results from ALKIVIA study (myositis) expected in third quarter of 2026
  • Topline results from ADVANCE-NEXT study (primary ITP) expected in first half of 2027
  • Registrational study in Graves’ disease (GD) expected to initiate in 2026, expanding development into thyroid-driven autoimmunity
  • Topline results from UNITY study (Sjogren’s disease) expected in second half of 2027
  • VYVGART SC autoinjector expected to launch in 2027 for all approved indications
  • Progressing two future FcRn molecules: ARGX-213 is Phase 3-ready and ARGX-124 is in Phase 1

Advancing empasiprubart

Empasiprubart is a first-in-class, humanized monoclonal antibody designed to inhibit complement factor C2, selectively blocking activation of the classical and lectin complement pathways. It is being evaluated in registrational studies in multifocal motor neuropathy (MMN) and CIDP, and in a combination study with VYVGART in gMG.

  • Topline results from EMPASSION study (MMN) expected in fourth quarter of 2026
  • Topline results from EMVIGORATE and EMNERGIZE studies (CIDP) expected in second half of 2027
  • Decision for Phase 2 VARVARA study (Delayed Graft Function) expected mid-year 2026 following completion of 52-week efficacy analysis
  • ADAPT-Forward combination study ongoing to evaluate empasiprubart as an add on therapy to efgartigimod in gMG

Delivering next wave of immunology innovation

By the end of 2026, the argenx pipeline is expected to include a total of ten molecules in clinical development. Beyond efgartigimod and empasiprubart, this includes adimanebart (a MuSK agonist); ARGX-121 (anti-IgA), ARGX-109 (anti-IL-6), and three additional molecules from the Immunology Innovation Program (IIP). Collectively, these programs support argenx’s goal of launching, on average, one new pipeline candidate per year.

  • Adimanebart CMS registrational study on track to start in third quarter of 2026
  • Phase 2 study of ARGX-121 in IgA nephropathy (IgAN) expected to start in 2026
  • Three new first-in-class molecules on track to enter Phase 1 in 2026, including ARGX-118 (Galectin-10 inhibitor), ARGX-125 (bispecific antibody), and TSP-101, the Fn14-targeting program from the Tensegrity research collaboration

Key business highlights

  • On May 6, 2026, Karen Massey was appointed Chief Executive Officer and executive director of the argenx Board of Directors following the Annual General Meeting of Shareholders. Tim Van Hauwermeiren was appointed non-executive director and Chairperson of the Board of Directors
  • In March 2026, argenx expanded its global presence in Asia with the establishment of an argenx affiliate in China to broaden its access to novel biology and support early-stage research

FIRST QUARTER 2026 FINANCIAL RESULTS

argenx SE

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF PROFIT OR LOSS

    Three Months Ended
    March 31,
(in millions of $ except for per share data)   2026   2025
Product net sales   $         1,298           $         790        
Other operating income*             15                     17        
Total operating income             1,313                     807        
             
Cost of sales   $         (121)   $         (81)
Research and development expenses*             (443)             (311)
Selling, general and administrative expenses             (355)             (276)
Total operating expenses             (919)             (668)
             
Operating profit   $         394           $         139        
             
Financial income   $         44           $         37        
Financial expense             (1)             (1)
Exchange (losses)/gains             (11)             27        
             
Profit for the period before taxes   $         426           $         202        
Income tax expense   $         (60)   $         (33)
Profit for the period   $         366           $         169        
Profit for the period attributable to:            
Owners of the parent   $         366           $         169        
Weighted average number of shares outstanding             62,056,886                     60,983,325        
Basic profit per share (in $)   $         5.90           $         2.78        
Weighted average number of shares outstanding for diluted profit per share             66,356,591                     65,664,300        
Diluted profit per share (in $)   $         5.52           $         2.58        

*Comparative figures have been aligned with the presentation adopted in the current period, reflecting the combination of: collaboration revenue and other operating income, as well as the combination of research and development expenses and loss from investment in a joint venture.

DETAILS OF THE FINANCIAL RESULTS

Total operating income for the three months ended March 31, 2026, was $1.3 billion compared to $0.8 billion for the same period in 2025, and consists of:

  • Product net sales of VYVGART for the three months ended March 31, 2026, were $1.3 billion compared to $0.8 billion for the same period in 2025.
  • Other operating income for the three months ended March 31, 2026, was $15 million compared to $17 million for the same period in 2025. The other operating income primarily relates to research and development tax incentives and payroll tax rebates.

Total operating expenses for the three months ended March 31, 2026, were $0.9 billion compared to $0.7 billion for the same period in 2025, and mainly consists of:

  • Cost of sales for the three months ended March 31, 2026, was $121 million compared to $81 million for the same period in 2025. The cost of sales was recognized with respect to the sale of VYVGART.
  • Research and development expenses for the three months ended March 31, 2026, were $0.4 billion compared to $0.3 billion for the same period in 2025. The expenses mainly relate to:

    • Advancing efgartigimod across multiple severe autoimmune diseases;
    • Progressing empasiprubart into multiple indications;
    • Executing studies for adimanebart in rare neuromuscular diseases; and
    • Early-stage discovery and preclinical programs to sustain long-term pipeline growth.
  • Selling, general and administrative expenses for the three months ended March 31, 2026, were $0.4 billion compared to $0.3 billion for the same period in 2025. The selling, general and administrative expenses mainly relate to professional and marketing fees linked to global commercialization of the VYVGART franchise, and personnel expenses.

Financial income for the three months ended March 31, 2026, was $44 million compared to $37 million for the same period in 2025.

Income tax expense for the three months ended March 31, 2026, was $60 million compared to $33 million for the same period in 2025. Income tax expense for the three months ended March 31, 2026, consists of $102 million of current income tax expense and $42 million of deferred tax benefit, compared to $29 million of current income tax expense and $4 million of deferred tax expense for the comparable prior period.

Profit for the period of three months ended March 31, 2026, was $366 million compared to $169 million in 2025, representing 116% growth year-over-year. The basic profit per share was $5.90 for the three months ended March 31, 2026, compared to $2.78 in 2025.

Cash, cash equivalents and current financial assets

1

 consisted of $4.3 billion in cash, cash equivalents and $0.6 billion in current financial assets which totaled $4.9 billion as of March 31, 2026, compared to $3.5 billion in cash and cash equivalents and $0.9 billion in current financial assets which totaled $4.4 billion as of December 31, 2025.

EXPECTED 2026 FINANCIAL CALENDAR

  • July 23, 2026: Half Year and Second Quarter 2026 Financial Results and Business Update
  • October 22, 2026: Third Quarter 2026 Financial Results and Business Update

CONFERENCE CALL DETAILS

The first quarter 2026 financial results and business update will be discussed during a conference call and webcast presentation today at 2:30 PM CET/8:30 AM ET. A webcast of the live call may be accessed on the Investors section of the argenx website at argenx.com/investors. A replay of the webcast will be available on the argenx website.

Dial-in numbers:

Please dial in 15 minutes prior to the live call.

Belgium           32 800 50 201
France                    33 800 943355
Netherlands           31 20 795 1090
United Kingdom 44 800 358 0970
United States           1 888 415 4250
Japan                    81 3 4578 9081
Switzerland           41 43 210 11 32

About VYVGART

VYVGART® (efgartigimod alfa fcab) is a human IgG1 antibody fragment that binds to the neonatal Fc receptor (FcRn), resulting in the reduction of circulating IgG autoantibodies. It is the first approved FcRn blocker for the treatment of generalized myasthenia gravis (gMG) and chronic inflammatory demyelinating polyneuropathy (CIDP) globally, and for primary immune thrombocytopenia (ITP) in Japan. VYVGART SC is a subcutaneous combination of efgartigimod alfa and recombinant human hyaluronidase PH20 (rHuPH20), Halozyme’s ENHANZE® drug delivery technology to facilitate subcutaneous injection delivery of biologics. It is marketed as VYVGART® Hytrulo in the U.S., VYVGART SC in Europe, VYVDURA® in Japan, and may be marketed under different proprietary names following approval in other regions.

About argenx

argenx is a global immunology company committed to improving the lives of people suffering from severe autoimmune diseases. Partnering with leading academic researchers through its Immunology Innovation Program (IIP), argenx aims to translate immunology breakthroughs into a world-class portfolio of novel antibody-based medicines. argenx developed and is commercializing the first approved neonatal Fc receptor (FcRn) blocker and is evaluating its broad potential in multiple serious autoimmune diseases while advancing several earlier stage experimental medicines within its therapeutic franchises. For more information, visit  www.argenx.com  and follow us on LinkedInInstagramFacebook, and YouTube.

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (Regulation 596/2014).

For further information, please contact:

Media:

Ben Petok
[email protected]

Investors:

Alexandra Roy
[email protected]

Forward-looking Statements

The contents of this announcement include statements that are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “advance,” “aim,” “commit,” “continue,” “drive,” “is,” “potential,” “reinforce,” “represent,” and “will,” and include statements argenx makes concerning its belief in VYVGART’s potential to become the first and only approved therapy across MG, pending FDA decisions on label expansions into seronegative and ocular populations; its extension of its leadership in FcRn into rheumatology, beginning with myositis; the progression of its next pipeline candidate, empasiprubart, towards its first registrational readout in MMN; its advancement of a broad and differentiated pipeline; its focus on delivering transformative outcomes for patients while creating sustained value for all stakeholders; its advancement of its ‘Vision 2030’ anchored in the ambition to treat 50,000 patients globally with its medicines, secure 10 labeled indications, and progress five pipeline candidates into Phase 3 development by 2030; driving broad adoption as the leading precision biologic in MG and CIDP while advancing multiple label expansions; its belief that it is also shaping the future of FcRn medicines by advancing new pipeline candidates and delivery modalities; the Prescription Drug User Fee Act (PDUFA) target action date of May 10, 2026 for anti-acetylcholine receptor antibody negative (AChR-Ab-) gMG (MuSK+, LRP4+ and triple seronegative); its planned sBLA submission to expand VYVGART label into oMG; its topline results from ALKIVIA study (myositis) expected in third quarter of 2026; its topline results expected for primary ITP (ADVANCE-NEXT) in the first half of 2027; its registrational study in Graves’ disease (GD) expected to initiate in 2026, expanding development into thyroid-driven autoimmunity; its topline results from UNITY study (Sjogren’s disease) expected in second half of 2027; its VYVGART SC autoinjector expected to launch in 2027 for all approved indications; its progression of two future FcRn molecules in 2026: ARGX-213 expected to enter patient studies, and ARGX-124 expected to complete Phase 1 development; its advancement of empasiprubart, including (1) topline results from EMPASSION study (MMN) expected in fourth quarter of 2026; (2) topline results from EMVIGORATE and EMNERGIZE studies (CIDP) expected in second half of 2027; (3) the decision for Phase 2 VARVARA study (Delayed Graft Function, DGF) expected mid-year 2026 following completion of 52-week efficacy analysis; and (4) the ADAPT-Forward combination study ongoing to evaluate empasiprubart as an add on therapy to efgartigimod in gMG; its expectation that the argenx pipeline will include a total of ten molecules in clinical development, including: adimanebart (a MuSK agonist), which is expected to enter Phase 3 development in congenital myasthenic syndromes (CMS); ARGX-121 (anti-IgA) and ARGX-109 (anti-IL-6), both of which are advancing into Phase 2 studies; and three additional molecules from the Immunology Innovation Program (IIP) on track to enter Phase 1 in 2026; its belief that these programs collectively support its goal of launching, on average, one new pipeline candidate per year; and its belief that (1) the CMS registrational study for Adimanebart is on track to start in third quarter of 2026; (2) the Phase 2 study of ARGX-121 in IgA nephropathy (IgAN) is expected to start in 2026; and (3) three new first-in-class molecules are on track to enter Phase 1 in 2026, including ARGX-118 (Galectin-10 inhibitor), ARGX-125 (bispecific antibody), and TSP-101, the Fn14-targeting program from the Tensegrity research collaboration. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. argenx’s actual results may differ materially from those predicted by the forward-looking statements as a result of various important factors, including but not limited to, the results of argenx’s clinical trials; expectations regarding the inherent uncertainties associated with the development of novel drug therapies; preclinical and clinical trial and product development activities and regulatory approval requirements; the acceptance of its products and product candidates by its patients as safe, effective and cost-effective; the impact of governmental laws and regulations, including tariffs, export controls, sanctions and other regulations on its business; its reliance on third-party suppliers, service providers and manufacturers; inflation and deflation and the corresponding fluctuations in interest rates; and regional instability and conflicts. A further list and description of these risks, uncertainties and other risks can be found in argenx’s U.S. Securities and Exchange Commission (SEC) filings and reports, including in argenx’s most recent annual report on Form 20-F filed with the SEC as well as subsequent filings and reports filed by argenx with the SEC. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. argenx undertakes no obligation to publicly update or revise the information in this press release, including any forward-looking statements, except as may be required by law.

Alternative Performance Measures Statement

In this document, argenx’s financial results are provided in accordance with IFRS® Accounting Standards (IFRS) and using a non-IFRS financial measure, cash, cash equivalents and current financial assets.

This value should not be viewed as a substitute for the company’s IFRS financial information and is provided as a complement to financial information provided in accordance with IFRS and should be read in conjunction with the most directly comparable IFRS financial information as set out below. Management believes this non-IFRS financial measure is useful for securities analysts, investors and other interested parties to gain a more complete understanding of the company’s available financial liquidities given that the company’s current financial assets are held in term accounts with an initial maturity of more than three months but less than twelve that may be used to meet its financial obligations. Such non-IFRS financial information, as calculated herein, may not be comparable to similarly named measures used by other companies and should not be considered comparable to IFRS financial measures. Non-IFRS financial measures have limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, an analysis of the company’s financial results as reported under IFRS.

A reconciliation of the IFRS financial information to non-IFRS financial information is included below:

Cash, cash equivalents and current financial assets totaled $4.9 billion as of March 31, 2026, compared to $4.4 billion as of December 31, 2025. The balance as of the period ended March 31, 2026 consisted of $4.3 billion in cash, cash equivalents and $0.6 billion in current financial assets and the balance as of the period ended December 31, 2025 consisted of $3.5 billion in cash and cash equivalents and $0.9 billion in current financial assets.


1 A non-IFRS Alternative Performance Measure (APM). Refer to the “Alternative Performance Measures Statement” below for a reconciliation to the IFRS financial information.



Materialise Reports First Quarter 2026 Results

Materialise Reports First Quarter 2026 Results

Materialise transfers eyewear business to its management team

Regulated information1

LEUVEN, Belgium–(BUSINESS WIRE)–
Materialise NV (Euronext & NASDAQ:MTLS), a global leader in 3D-printed medical devices and software, and a pioneer in additive manufacturing software and services, today announced its financial results for the first quarter ended March 31, 2026. Additionally, Materialise announced the transfer of its eyewear business to the eyewear management team.

Highlights – First Quarter 2026

  • Total revenue was stable at 66,276 kEUR for the first quarter of 2026 compared to 66,379 kEUR for the corresponding 2025 period.

  • Gross profit as a percentage of revenue for the first quarter of 2026 increased to 57.2%, compared to 55.3% for the corresponding 2025 period.

  • Adjusted EBIT increased to 2,470 kEUR for the first quarter of 2026 from 646 kEUR for the first quarter of 2025.

  • Net result for the first quarter of 2026 was 1,820 kEUR, or 0.03 EUR per diluted share, compared to a net loss of (535) kEUR, or (0.01) EUR per diluted share, for the corresponding 2025 period.

  • Driven by recurring positive free cash flow, our net cash position increased by 2,021 kEUR over the quarter to 72,826 kEUR, while 2,308 kEUR was invested in share buybacks, underscoring strong cash generation.

CEO Brigitte de Vet-Veithen commented, “In a quarter where elevated geopolitical uncertainty and unfavorable foreign currency exchange movements weighed on our revenue growth, we improved operational profitability across all business segments through operational focus and continued cost control. We closed the quarter with positive operating and free cash flow and a further improved net cash position, reinforcing the strength of our balance sheet and providing us with the flexibility to continue investing in innovation and growth. Following the sale of our Rapidfit business at the end of March of this year, we have now also reached an agreement to transfer our eyewear activities to the business’s management team. We believe these decisive portfolio actions will allow Materialise to further concentrate capital and resources on its core focus areas, while enabling both Rapidfit and Eyewear to operate in a setup that will best support their next phase of growth.”

_________________

1 The enclosed information constitutes regulated information as defined in the Belgian Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.

First Quarter 2026 Results

Total revenue for the first quarter of 2026 was stable at 66,276 kEUR from 66,379 kEUR for the first quarter of 2025. Adjusted EBIT for the first quarter of 2026 increased to 2,470 kEUR compared to 646 kEUR for the 2025 period. The Adjusted EBIT margin (Adjusted EBIT divided by total revenue) for the first quarter of 2026 was 3.7%, compared to 1.0% for the first quarter of 2025. Adjusted EBITDA for the first quarter of 2026 increased to 8,049 kEUR compared to 6,147 kEUR for the 2025 period.

Revenue from our Materialise Medical segment increased 6.7% to 33,165 kEUR for the first quarter of 2026 compared to 31,078 kEUR for the same period in 2025. Segment Adjusted EBITDA increased 2.1% to 9,235 kEUR for the first quarter of 2026 compared to 9,047 kEUR, while the segment Adjusted EBITDA margin was 27.8% compared to 29.1% for the first quarter of 2025.

Revenue from our Materialise Software segment decreased 1.4% to 9,641 kEUR for the first quarter of 2026 from 9,775 kEUR for the same quarter last year. Segment Adjusted EBITDA increased 87.4% to 1,123 kEUR from 599 kEUR, while the segment Adjusted EBITDA margin increased to 11.6%, compared to 6.1% for the prior-year period.

Revenue from our Materialise Manufacturing segment decreased 8.1% to 23,470 kEUR for the first quarter of 2026 from 25,526 kEUR for the first quarter of 2025. Segment Adjusted EBITDA increased to 281 kEUR compared to (377) kEUR, while the segment Adjusted EBITDA margin increased to 1.2% compared to (1.5)% for the first quarter of 2025.

Gross profit increased 3.2% to 37,894 kEUR compared to 36,724 kEUR for the same period last year, while gross profit as a percentage of revenue increased to 57.2% compared to 55.3% for the first quarter of 2025.

Research and development (“R&D”), sales and marketing (“S&M”), and general and administrative (“G&A”) expenses remained stable, in the aggregate, at 36,713 kEUR for the first quarter of 2026 from 36,510 kEUR for the first quarter of 2025.

Net other operating income was 909 kEUR compared to 360 kEUR for the first quarter of 2025.

Operating result increased to 2,090 kEUR compared to 574 kEUR for the first quarter of 2025, while net financial result was 392 kEUR, compared to (875) kEUR for the first quarter of 2025.

The first quarter of 2026 contained net tax expenses of (662) kEUR, compared to net tax expenses of (234) kEUR in the first quarter of 2025.

As a result of the above, net profit for the first quarter of 2026 increased to 1,820 kEUR, compared to a net loss of (535) kEUR for the same period in 2025. Total comprehensive income for the first quarter of 2026, which includes exchange differences on translation of foreign operations, was 2,374 kEUR compared to (30) kEUR for the 2025 period.

At March 31, 2026, we had cash and cash equivalents of 132,952 kEUR compared to 133,918 kEUR at December 31, 2025. Gross debt amounted to 60,126 kEUR, compared to 63,113 kEUR at December 31, 2025. As a result, our net cash position increased by 2,021 kEUR to 72,826 kEUR. At the end of the first quarter of 2026 Materialise had bought back 511,513 own shares for a total amount (excluding transaction cost) of 2,308 kEUR (2,722 kUSD) under the previously announced share buy-back program.

Cash flow from operating activities for the first quarter of 2026 was 6,914 kEUR. Total cash out from capital expenditures for the first quarter of 2026 amounted to 1,470 kEUR resulting in a positive free cash flow.

Net shareholders’ equity at March 31, 2026 was 255,595 kEUR compared to 255,482 kEUR at December 31, 2025.

On April 23, 2026, Materialise released its 2025 Annual Report, including its CSRD report, outlining the integration of sustainability into its corporate strategy. With this integrated report we aim at providing transparency on our corporate matters, our financial performance in 2025 and on the initiatives we are taking to make a sustainable difference with additive manufacturing for a better and healthier world. The report is available on our corporate website or can be accessed directly through https://investors.materialise.com/financials/reports.

Materialise to transfer eyewear business to its management team

Today, Materialise announces it has reached an agreement to transfer its eyewear business to the business’s management team. We believe the transaction aligns with Materialise’s strategy to sharpen its portfolio and to further concentrate capital and resources on its core focus areas, while enabling both Rapidfit and Eyewear to operate in a setup that will best support their next phase of growth. Materialise will retain a minority stake in the newly formed eyewear company, reflecting its continued confidence in the business. All employees currently supporting the eyewear business will transition to the new company formed in connection with the transfer. The financial terms of the transaction were not publicly disclosed, and we expect to recognize impairment charges in the second quarter of 2026 related to the transaction.

2026 Guidance

Mrs. de Vet-Veithen concluded, “As previously communicated in our guidance issued in February, we expect macro‑economic and geopolitical uncertainty to persist throughout fiscal year 2026. Nevertheless, we continue to have confidence in the strength and resilience of our underlying business fundamentals. The strategic repositioning initiatives and targeted investments across our three business segments are expected to progressively support operational performance and profitable growth. Notwithstanding the anticipated impact of the divestments of Rapidfit and Eyewear, we reaffirm our full‑year revenue guidance for fiscal year 2026 in the range of 273,000 to 283,000 kEUR. In addition, we are maintaining our Adjusted EBIT guidance for fiscal year 2026 of 10,000 to 12,000 kEUR, reflecting our continued focus on execution discipline, cost management, and capital allocation.”

Non-IFRS Measures

Materialise uses EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA as supplemental financial measures of its financial performance, including for purposes of monitoring compliance with financial covenants, supporting discussions with financing institutions, and meeting reporting requirements to our banks. EBIT is calculated as net profit plus income taxes, financial expenses (less financial income) and shares of profit or loss in a joint venture. EBITDA is calculated as net profit plus income taxes, financial expenses (less financial income), shares of profit or loss in a joint venture and depreciation and amortization. Adjusted EBIT and Adjusted EBITDA are determined by adding to EBIT and EBITDA, respectively (i) share-based compensation expenses, (ii) acquisition expenses related to business combinations or divestiture-related expenses, (iii) impairments and revaluation of fair value due to business combinations and (iv) costs incurred in relation to corporate initiatives, restructurings or reorganizations that are of a non-recurring nature. Management believes these non-IFRS measures to be important measures as they exclude the effects of items which primarily reflect the impact of financing decisions and, in the case of EBITDA and Adjusted EBITDA, long term investment, rather than the performance of the company’s day-to-day operations. The company also uses segment Adjusted EBITDA and segment Adjusted EBITDA margin to evaluate the performance of its three business segments. As compared to net profit, these measures are limited in that they do not reflect the cash requirements necessary to service interest or principal payments on the company’s indebtedness and, in the case of EBITDA and Adjusted EBITDA, these measures are further limited in that they do not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the company’s business, or the changes associated with impairments. Management evaluates such items through other financial measures such as financial expenses, capital expenditures and cash flow provided by operating activities. The company believes that these measurements are useful to measure a company’s ability to grow or as a valuation measurement. The company’s calculation of EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA should not be considered as alternatives to net profit or any other performance measure derived in accordance with IFRS. The company’s presentation of EBIT, EBITDA, Adjusted EBIT and Adjusted EBITDA should not be construed to imply that its future results will be unaffected by unusual or non-recurring items.

Exchange Rate

This document contains translations of certain euro amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from euros to U.S. dollars in this document were made at a rate of EUR 1.00 to USD 1.1498, the reference rate of the European Central Bank on March 31, 2026.

Conference Call and Webcast

Materialise will hold a conference call and simultaneous webcast to discuss its financial results for the first quarter of 2026 on Thursday, May 7, 2026, at 8:30 a.m. ET/2:30 p.m. CET. Company participants on the call will include Brigitte de Vet-Veithen, Chief Executive Officer and Koen Berges, Chief Financial Officer. A question-and-answer session will follow management’s remarks.

To access the call by phone, please click the link below at least 15 minutes prior to the scheduled start time and you will be provided with dial-in details. Participants can choose to dial in or receive a call to connect to Materialise’s conference call.

The conference call will also be broadcast live over the Internet with an accompanying slide presentation, which can be accessed on the company’s website at http://investors.materialise.com. The webcast of the conference call will be archived on the company’s website for one year.

About Materialise

Materialise NV incorporates more than three decades of 3D printing experience into a range of software solutions and 3D printing services that empower sustainable 3D printing applications. Our open, secure, and innovative end-to-end solutions enable flexible industrial manufacturing and mass personalization in various industries — including healthcare, automotive, aerospace, eyewear, art and design, wearables, and consumer goods. Headquartered in Belgium and with branches worldwide, Materialise NV combines the largest group of software developers in the industry with one of the world’s largest and most complete 3D printing facilities. For additional information, please visit: www.materialise.com.

Cautionary Statement on Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our intentions, beliefs, assumptions, projections, outlook, analyses or current expectations, plans, objectives, strategies and prospects, both financial and business, including statements concerning, among other things, our estimates for the current fiscal year’s revenue and Adjusted EBIT, our results of operations, cash needs, capital expenditures, expenses, financial condition, liquidity, prospects, divestitures, growth and strategies (including how our business, results of operations and financial condition could be impacted by the current armed geopolitical conflicts around the world and governmental responses thereto, inflation, increased labor, energy and materials costs), policy changes resulting from the U.S. presidential administration, changes in tariffs and trade restrictions, and the trends and competition that may affect the markets, industry or us. Such statements are subject to known and unknown uncertainties and risks. When used in this press release, the words “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “forecast,” “will,” “may,” “could,” “might,” “aim,” “should,” and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon the expectations of management under current assumptions at the time of this press release. These expectations, beliefs and projections are expressed in good faith and the company believes there is a reasonable basis for them. However, the company cannot offer any assurance that our expectations, beliefs and projections will actually be achieved. By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics and industry change, and depend on economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. We caution you that forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. All of the forward-looking statements are subject to risks and uncertainties that may cause the company’s actual results to differ materially from our expectations, including risk factors described in the company’s most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission. There are a number of risks and uncertainties that could cause the company’s actual results to differ materially from the forward-looking statements contained in this press release.

The company is providing this information as of the date of this press release and does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise, unless it has obligations under the federal securities laws to update and disclose material developments related to previously disclosed information.

Consolidated income statements (Unaudited)

for the three months ended
March 31,
In ‘000

2026

2026

2025

U.S.$
Revenue

76,204

66,276

66,379

Cost of Sales

(32,634)

(28,383)

(29,654)

Gross Profit

43,570

37,894

36,724

Gross profit as % of revenue

57.2%

57.2%

55.3%

 
Research and development expenses

(13,671)

(11,890)

(11,414)

Sales and marketing expenses

(17,748)

(15,435)

(15,071)

General and administrative expenses

(10,793)

(9,387)

(10,025)

Net other operating income (expenses)

1,045

909

360

Operating (loss) profit

2,403

2,090

574

 
Financial expenses

(804)

(700)

(2,772)

Financial income

1,256

1,092

1,897

(Loss) profit before taxes

2,855

2,483

(301)

 
Income Taxes

(762)

(662)

(234)

Net (loss) profit for the period

2,093

1,820

(535)

Net (loss) profit attributable to:
The owners of the parent

2,093

1,820

(533)

Non-controlling interest

(2)

 
Earning per share attributable to owners of the parent  
Basic

0.04

0.03

(0.01)

Diluted

0.04

0.03

(0.01)

 
Weighted average basic shares outstanding

58,865

58,865

59,067

Weighted average diluted shares outstanding

58,865

58,865

59,067

Consolidated statements of comprehensive income (Unaudited)

for the three months ended
March 31,
In 000€

2026

2026

2025

U.S.$
Net profit (loss) for the period

2,093

1,820

(535)

Other comprehensive income
Recycling
Exchange difference on translation of foreign operations

637

554

505

Non-recycling
Fair value adjustments through OCI

Other comprehensive income (loss), net of taxes

637

554

505

Total comprehensive income (loss) for the year, net of taxes  

2,730

2,374

(30)

Total comprehensive income (loss) attributable to:
The owners of the parent

2,733

2,377

(32)

Non-controlling interests

(3)

(3)

1

Consolidated statement of financial position (Unaudited)

As of
March 31,
As of
December 31,
In 000€

2026

2025

Assets
Non-current assets
Goodwill

43,171

43,161

Intangible assets

24,589

25,639

Property, plant & equipment

111,635

112,854

Right-of-Use assets

5,774

5,429

Deferred tax assets

3,834

3,971

Other non-current assets

5,249

5,983

Total non-current assets

194,253

197,038

Current assets
Inventories

16,753

14,904

Trade receivables

55,462

54,938

Other current assets

14,924

15,533

Cash and cash equivalents

132,952

133,918

Assets held for sale

4,183

4,314

Total current assets

224,274

223,607

Total assets

418,527

420,646

As of
March 31,
As of
December 31,
In 000€

2026

2025

Equity and liabilities
Equity
Share capital

4,487

4,487

Share premium

203,895

203,895

Treasury Shares

(2,308)

Retained earnings and other reserves

49,604

47,180

Equity attributable to the owners of the parent

255,678

255,562

Non-controlling interest

(83)

(80)

Total equity

255,595

255,482

Non-current liabilities
Loans & borrowings

47,190

49,726

Lease liabilities

3,299

3,063

Deferred tax liabilities

2,566

2,660

Deferred income

16,845

17,344

Other non-current liabilities

321

486

Total non-current liabilities

70,221

73,280

Current liabilities
Loans & borrowings

6,824

7,759

Lease liabilities

2,813

2,565

Trade payables

19,783

20,125

Tax payables

869

748

Deferred income

44,165

43,523

Other current liabilities

18,088

16,362

Liabilities held for sale

168

802

Total current liabilities

92,711

91,884

Total equity and liabilities

418,527

420,646

Consolidated statement of cash flows (Unaudited)

for the three months
ended March 31,
In 000€

2026

2025

Operating activities
Net (loss) profit for the period

1,820

(535)

Non-cash and operational adjustments

5,820

6,994

Depreciation of property plant & equipment

3,999

3,854

Amortization of intangible assets

1,651

1,631

Share-based payment expense

56

72

Loss (gain) on disposal of intangible assets and property, plant & equipment

(54)

21

Government grants

(112)

Movement in provisions

(156)

18

Movement reserve for bad debt and slow moving inventory

196

243

Financial income

(1,111)

(1,834)

Financial expense

722

2,763

Impact of foreign currencies

(34)

(2)

(Deferred) income taxes

663

228

Working capital adjustments

(1,693)

3,763

Decrease (increase) in trade receivables and other receivables

50

4,487

Decrease (increase) in inventories and contracts in progress

(1,933)

948

Increase (decrease) in deferred revenue

71

1,868

Increase (decrease) in trade payables and other payables

119

(3,539)

Income tax paid

326

(1,140)

Interest received

640

631

Net cash flow from operating activities

6,914

9,713

for the three months ended
March 31,
In 000€

2026

2025

Investing activities
Purchase of property, plant & equipment

(969)

(1,400)

Purchase of intangible assets

(501)

(432)

Proceeds from the sale of property, plant & equipment & intangible assets (net)  

70

75

Capital government grants received

229

Net cash flow used in investing activities

(1,171)

(1,757)

Financing activities
Repayment of loans & borrowings

(3,459)

(4,472)

Repayment of leases

(751)

(815)

Interest paid

(473)

(235)

Other financial income (expense)

19

(310)

Repurchase of treasury shares

(2,317)

Net cash flow from (used in) financing activities

(6,982)

(5,832)

Net increase/(decrease) of cash & cash equivalents

(1,238)

2,123

Cash & Cash equivalents at the beginning of the year

133,918

102,304

Exchange rate differences on cash & cash equivalents

329

(247)

Cash & cash equivalents at end of the period

133,009

104,180

Reconciliation of Net Profit (Loss) to EBITDA and Adjusted EBITDA (Unaudited)

for the three months ended
March 31,
In 000€

2026

2025

Net profit (loss) for the period

1,820

(535)

Income taxes

662

234

Financial expenses

700

2,772

Financial income

(1,092)

(1,897)

Depreciation and amortization

5,578

5,501

EBITDA

7,669

6,075

Share-based compensation expense (1)

56

72

Restructuring and corporate initiatives (2)

257

Impairments (3)

67

Adjusted EBITDA

8,049

6,147

(1) Share-based compensation expense represents the cost of equity-settled and share-based payments to employees.
(2) Non-recurring costs related to corporate initiatives, restructurings or reorganizations
(3) Impairments represent the impairment of tangible and intangible assets of RapidFit NV resulting from the asset transfer to its management.

Reconciliation of Net Profit (Loss) to EBIT and Adjusted EBIT (Unaudited)

for the three months ended
March 31,
In 000€

2026

2025

Net profit (loss) for the period

1,820

(535)

Income taxes

662

234

Financial expenses

700

2,772

Financial income

(1,092)

(1,897)

EBIT

2,090

574

Share-based compensation expense (1)

56

72

Restructuring and corporate initiatives (2)

257

Impairments (3)

67

Adjusted EBIT

2,470

646

(1) Share-based compensation expense represents the cost of equity-settled and share-based payments to employees.
(2) Non-recurring costs related to corporate initiatives, restructurings or reorganizations
(3) Impairments represent the impairment of tangible and intangible assets of RapidFit NV resulting from the asset transfer to its management.

Segment P&L (Unaudited)

In 000€ Materialise
Medical
Materialise
Software
Materialise
Manufacturing
Total
segments
Unallocated (1) Consolidated
For the three months ended March 31, 2026
Revenues

33,165

9,641

23,470

66,276

0

66,276

Segment (adj) EBITDA

9,235

1,123

281

10,638

(2,589)

8,049

Segment (adj) EBITDA %

27.8%

11.6%

1.2%

16.1%

12.1%

For the three months ended March 31, 2025
Revenues

31,078

9,775

25,526

66,379

0

66,379

Segment (adj) EBITDA

9,047

599

(377)

9,269

(3,122)

6,147

Segment (adj) EBITDA %

29.1%

6.1%

-1.5%

14.0%

9.3%

(1) Unallocated segment adjusted EBITDA consists of corporate research and development and corporate other operating income (expense), and the added share-based compensation expenses, acquisition expenses related to business combinations or divestiture-related expenses, impairments and revaluation of fair value of business combinations and non-recurring costs related to corporate initiatives, restructurings and reorganizations that are included in Adjusted EBITDA and that are not allocated to the reporting segments .

Reconciliation of Net Profit (Loss) to Segment adjusted EBITDA (Unaudited)

for the three months ended
March 31,
In 000€

2026

2025

Net profit (loss) for the period

1,820

(535)

Income taxes

662

234

Financial expenses

700

2,772

Financial income

(1,092)

(1,897)

Operating (loss) profit

2,090

574

Depreciation and amortization

5,578

5,501

Corporate research and development

878

1,030

Corporate headquarter costs

2,998

2,852

Other operating income (expense)

(974)

(688)

Impairments (1)

67

Segment adjusted EBITDA

10,638

9,269

(1) Impairments represent the impairment of tangible and intangible assets of RapidFit NV resulting from the asset transfer to its management.

 

Investor Relations Contact

Harriet Fried

Alliance Advisors Investor Relations

212.838.3777

[email protected]

KEYWORDS: Massachusetts Belgium Europe United States North America

INDUSTRY KEYWORDS: Software Other Manufacturing Health Electronic Design Automation Medical Devices Health Technology Technology Manufacturing

MEDIA:

Logo
Logo

onsemi Announces Pricing of Private Offering of $1.3 Billion of 0% Convertible Senior Notes

SCOTTSDALE, Ariz., May 06, 2026 (GLOBE NEWSWIRE) — ON Semiconductor Corporation (Nasdaq: ON) (“onsemi”) announced today the pricing of its private offering of $1.3 billion aggregate principal amount of 0% Convertible Senior Notes due 2031 (the “notes”) at an approximately 52.5% premium to the closing price of onsemi’s common stock on May 6, 2026 of $105.77 per share. The notes were offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). onsemi has granted to the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $200.0 million aggregate principal amount of the notes. The offering of the notes and the convertible hedge and warrant transactions described below are expected to close on May 11, 2026, subject to customary closing conditions.

onsemi expects the net proceeds from the offering of the notes to be approximately $1,276.4 million (or approximately $1,472.9 million if the initial purchasers exercise their option to purchase the additional notes in full) after deducting the initial purchasers’ discounts and after deducting offering expenses payable by onsemi. onsemi intends to use a portion of the net proceeds from the offering to pay the approximately $61.2 million cost of the convertible note hedge transactions described below (after such cost is partially offset by the net proceeds to onsemi from the sale of the warrant transactions described below). In addition, onsemi expects to use approximately $331.9 million of the net proceeds from the offering to repurchase approximately 3.1 million shares of onsemi’s common stock, par value $0.01 per share (the “common stock”), concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate. onsemi expects to use the remainder of the net proceeds for general corporate purposes, including the repayment of outstanding indebtedness. If the initial purchasers exercise their option to purchase additional notes, onsemi expects to enter into additional convertible note hedge transactions and warrant transactions, and intends to use a portion of the net proceeds from the sale of any such additional notes to pay the cost of such additional convertible note hedge transactions (which would be partially offset by the net proceeds to onsemi from the sale of additional warrant transactions).

The notes will be onsemi’s senior unsecured obligations and will be guaranteed by certain of its subsidiaries. The notes will not bear regular interest, and the principal amount of the notes will not accrete. Any special interest will be payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2026 (if and to the extent that special interest is payable). The notes will mature on May 1, 2031, unless earlier repurchased, redeemed or converted. The initial conversion rate is 6.1997 shares of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $161.30 per share, representing a premium of approximately 52.5% over the closing price of the common stock of $105.77 per share on May 6, 2026. onsemi will satisfy any conversion elections by paying cash up to the aggregate principal amount of the notes to be converted, and paying or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at onsemi’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the notes to be converted. The concurrent repurchases described above may have affected the market price of the common stock concurrently with, or shortly after, the pricing of the notes, which may have resulted in a higher initial conversion price for the notes.

onsemi may redeem for cash all or any portion of the notes, at its option at any time and from time to time, on or after May 7, 2029 if the last reported sale price of onsemi’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which onsemi provides the related notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the notes. If onsemi undergoes a fundamental change (as defined in the indenture governing the notes), holders may require onsemi to repurchase for cash all or part of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.

In connection with the pricing of the notes, onsemi has entered into privately negotiated convertible note hedge agreements with certain of the initial purchasers of the notes or their respective affiliates and certain other financial institutions (the “hedge counterparties”). The convertible note hedge transactions will cover, subject to customary anti-dilution adjustments, the number of shares of common stock that initially underlie the notes, and are expected to reduce the potential dilution to the common stock and/or offset potential cash payments in excess of the principal amount upon conversion of the notes. onsemi also has entered into warrant transactions with the hedge counterparties relating to the same number of shares of common stock, subject to customary anti-dilution adjustments. The warrant transactions could have a dilutive effect on the common stock to the extent that the market price per share of the common stock exceeds the strike price of the warrants on the applicable expiration dates. The strike price of the warrant transactions will initially be $211.54 per share, which represents a premium of 100.0% over the closing price of onsemi’s common stock of $105.77 per share on May 6, 2026 and is subject to certain adjustments under the terms of the warrant transactions. If the initial purchasers exercise their option to purchase additional notes, onsemi expects to enter into additional convertible note hedge and warrant transactions.

In connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the hedge counterparties, or their affiliates, expect to purchase shares of the common stock and/or enter into various derivative transactions with respect to the common stock concurrently with or shortly after the pricing of the notes. These activities could have the effect of increasing, or reducing the size of any decline in, the market price of the common stock or the notes at that time. In addition, the hedge counterparties, or their affiliates, may modify their hedge positions by entering into or unwinding various derivative transactions with respect to the common stock and/or by purchasing or selling the common stock or other securities of onsemi in secondary market transactions prior to the maturity of the notes, and are likely to do so during any observation period related to a conversion of notes. The effect, if any, of these activities on the market price of the common stock or the notes will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could cause or prevent an increase or decline in the market price of the common stock or the notes, which could affect holders’ ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the amount of cash and the number and value of shares of the common stock, if any, that holders will receive upon conversion of the notes.

The notes, guarantees and any shares of the common stock issuable upon conversion of the notes have not been registered under the Securities Act or under any U.S. state securities laws or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

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

About onsemi

onsemi (Nasdaq: ON) delivers intelligent power and sensing technologies that enable electrification, energy efficiency, safety, and automation across automotive, industrial, and AI data center end-markets. With a highly differentiated and innovative product portfolio, onsemi helps customers solve complex challenges to achieve higher efficiency, improved performance, and lower system cost, while supporting a safer, cleaner, and more energy-efficient world. The company is part of the S&P 500® index.

onsemi and the onsemi logo are trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this press release are registered trademarks or trademarks of their respective holders. Although onsemi references its website in this news release, information on the website is not to be incorporated herein.

Forward-Looking Statements

This press release includes “forward-looking statements,” as that term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated in this press release could be deemed forward-looking statements, particularly statements about the expected closing of the offering, the extent, and potential effects, of the convertible note hedge and warrant transactions and the concurrent share repurchases described above, the potential dilution to the common stock and the expected use of the proceeds from the sale of the notes. Forward-looking statements are often characterized by words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” “anticipates,” “should,” “could,” “would” or similar expressions, or by discussions of strategy, plans or intentions. All forward-looking statements in this press release are made based on onsemi’s current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. Important factors that could cause onsemi’s actual results to differ materially from those anticipated in the forward-looking statements are described under Part I, Item 1A “Risk Factors” in onsemi’s 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2026 (the “2025 Form 10-K”). Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information, which speaks only as of the date made, except as may be required by law.

Investing in onsemi’s securities involves a high degree of risk and uncertainty, and you should carefully consider the trends, risks and uncertainties described in this press release, onsemi’s 2025 Form 10-K and other reports filed with or furnished to the SEC before making any investment decision with respect to onsemi’s securities. If any of these trends, risks or uncertainties actually occurs or continues, onsemi’s business, financial condition or operating results could be materially adversely affected, the trading price of onsemi’s securities could decline, and you could lose all or part of your investment. All forward-looking statements attributable to onsemi or persons acting on onsemi’s behalf are expressly qualified in their entirety by this cautionary statement.

Contacts  
Krystal Heaton Parag Agarwal
Director, Head of Public Relations Vice President – Investor Relations & Corporate Development
   
onsemi onsemi
(480) 242-6943 (602) 244-3437
[email protected] [email protected]



Suja Life Announces Pricing of Initial Public Offering

OCEANSIDE, Calif., May 07, 2026 (GLOBE NEWSWIRE) — Suja Life, Inc. today announced the pricing of its initial public offering of 8,888,889 shares of its Class A common stock (“Class A Common Stock”) which are being offered by Suja Life as described in the registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”), at a public offering price of $21.00 per share. Suja Life has granted the underwriters a 30-day option to purchase up to an additional 1,333,333 shares of Class A Common Stock at the initial public offering price, less the underwriting discounts and commissions.

The shares are expected to begin trading on The Nasdaq Global Select Market on May 7, 2026 under the ticker symbol “SUJA.” The offering is expected to close on May 8, 2026 subject to customary closing conditions.

Upon completion of the initial public offering, Suja Life will be the sole general partner of Suja Life Holdings, L.P. (“Holdings LP”) and will exclusively operate and control all of its business and affairs.

Suja Life will receive net proceeds of approximately $173.6 million after deducting the underwriting discounts and commissions but before estimated expenses and intends to use the net proceeds received from this offering to acquire, directly or indirectly through one or more wholly owned subsidiaries newly issued LP units in Holdings LP at a purchase price per LP unit equal to the initial public offering price per share of Class A Common Stock, less the underwriting discounts and commissions.

Holdings LP will, in turn, use the balance of the net proceeds it receives from Suja Life (i) to repay $141.3 million of outstanding borrowings under its credit agreement, (ii) to pay approximately $17.5 million in cash payments to certain employees and directors of Holdings LP in connection with the settlement of time-based vesting incentive units, in partial satisfaction of certain transaction bonus agreements and in connection with celebratory cash awards in respect of the closing of this offering and (iii) to pay expenses incurred in connection with this offering and the related organizational transactions.

Goldman Sachs & Co. LLC, Jefferies, and William Blair are acting as joint lead bookrunning managers for the proposed offering. BofA Securities and Evercore ISI are acting as bookrunning managers for the proposed offering.

A registration statement relating to these securities was declared effective by the SEC on May 6, 2026. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Copies of the final prospectus related to this offering, when available, may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526, or by email at [email protected]; or Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, by telephone at 1-877-821-7388, or by email at [email protected]; or William Blair & Company, L.L.C., Attn: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at 1-800-621-0687 or by email at: [email protected].

About Suja Life

At Suja Life, we’re changing what beverages bring to the table. We make organic, cold-pressed juices, wellness shots, and better-for-you sodas that deliver real functional benefits, exceptional taste, and high-quality ingredients, because we believe beverages should be as delicious as they are good for you. Our three brands – Suja Organic, Vive Organic, and Slice Soda – reach consumers through thousands of retail doors nationally. We operate a vertically integrated high-pressure processing and cold-pressed beverage facility, processing approximately 1 million pounds of organic produce each week and moving from farm to bottle in as few as eight days. With category-leading brands, a dedication to operational excellence, and a proven innovation engine, Suja Life is positioned at the front of the growing natural healthy beverage space.

Contact:

ICR, Inc.
[email protected]



Cactus Announces First Quarter 2026 Results

Cactus Announces First Quarter 2026 Results

HOUSTON–(BUSINESS WIRE)–
Cactus, Inc. (NYSE: WHD) (“Cactus” or the “Company”) today announced financial and operating results for the first quarter of 2026.

First Quarter Highlights

  • On January 1, 2026, Cactus closed on its previously announced acquisition of a majority interest in Baker Hughes’ Surface Pressure Control business (“Cactus International”);

  • Revenue of $388.3 million and operating income of $49.5 million;

  • Net income of $40.2 million and diluted loss per Class A share of $0.70;

  • Adjusted net income(1) of $56.2 million and diluted earnings per share, as adjusted(1) of $0.70;

  • Net income margin of 10.4% and adjusted net income margin(1) of 14.5%;

  • Adjusted EBITDA(2) and Adjusted EBITDA margin(2) of $100.1 million and 25.8%, respectively;

  • Cash flow from operations of $128.3 million; and

  • Cash and cash equivalents of $291.6 million, including $97.8 million of cash retained to finalize certain legal restructuring activities related to the Cactus International acquisition, with no bank debt outstanding as of March 31, 2026.

Financial Summary

 

Three Months Ended

 

March 31,

 

December 31,

 

March 31,

 

 

2026

 

 

 

2025

 

 

 

2025

 

 

(in thousands)

Revenues

$

388,349

 

 

$

261,203

 

 

$

280,319

 

Operating income(3)

$

49,504

 

 

$

59,850

 

 

$

68,612

 

Operating income margin

 

12.7

%

 

 

22.9

%

 

 

24.5

%

Net income

$

40,221

 

 

$

48,302

 

 

$

54,105

 

Net income margin

 

10.4

%

 

 

18.5

%

 

 

19.3

%

Adjusted net income(1)

$

56,172

 

 

$

52,134

 

 

$

58,816

 

Adjusted net income margin(1)

 

14.5

%

 

 

20.0

%

 

 

21.0

%

Adjusted EBITDA(2)

$

100,050

 

 

$

85,493

 

 

$

93,841

 

Adjusted EBITDA margin(2)

 

25.8

%

 

 

32.7

%

 

 

33.5

%

(1)

Adjusted net income, Adjusted net income margin and diluted earnings per share, as adjusted are non-GAAP financial measures. These figures assume Cactus, Inc. held all units in its operating subsidiary at the beginning of the period. Additional information regarding non-GAAP financial measures, including the definitions of these measures and the reconciliation of GAAP to non-GAAP financial measures are in the Supplemental Information tables.

(2)

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See the definitions of these measures and the reconciliation of GAAP to non-GAAP financial measures in the Supplemental Information tables.

(3)

Operating income reflects certain expenses related to the Cactus International and FlexSteel acquisitions, including expenses related to purchase price fair value adjustments of inventory, fixed assets, backlog and other intangible amortization expenses related to purchase price accounting. See the reconciliation of GAAP to non-GAAP financial measures in the Supplemental Information tables for further details.

Scott Bender, CEO and Chairman of the Board of Cactus, commented, “We achieved solid results in the first quarter of 2026 driven by disciplined execution. I am particularly pleased with the strong performance of the Spoolable Technologies segment in the quarter, as both revenues and margins exceeded expectations following a strong close to the quarter both domestically and abroad. Pressure Control results, which now include Cactus International, were in line with expectations despite the initial impacts of the conflict in the Middle East.

“We anticipate that the U.S. land rig count will be flat to up in the second quarter, as our customer base maintains capital discipline despite dramatically higher commodity prices. However, the sentiment among even our larger customers has recently turned more bullish. We expect second quarter Pressure Control revenues to be approximately flat as the Middle East conflict and associated logistics disruptions impacts our business, but is offset by domestic strength. Activity in our Spoolable Technologies segment should increase in the second quarter, as recent U.S. customer inquiries point toward continued momentum in the business, particularly for our higher diameter offerings.”

Mr. Bender concluded, “The global oil and gas market outlook has changed drastically in the past two months. Higher commodity prices have increased customer optimism in most of our markets. Despite numerous supply chain challenges, our team is working to meet our customers’ needs. I would like to specially thank our new Cactus International associates for prioritizing safety while continuing to execute for our customers during this extraordinarily challenging time. Although the near-term activity outlook in the Middle East remains highly uncertain, I am confident in the positioning of our global business to participate in the upstream investment that will be required to restore market supply once the conflict abates.”

Segment Performance

We report two business segments, Pressure Control and Spoolable Technologies. Corporate and other expenses not directly attributable to either segment are presented separately as Corporate and Other expenses. Beginning this quarter, results of the Cactus International business are included in the Pressure Control segment.

Pressure Control

First quarter 2026 Pressure Control revenue increased $121.7 million, or 68.2%, sequentially, primarily due to the contribution of Cactus International. Operating income decreased $10.1 million, or 20.7%, sequentially, with margins decreasing 1,440 basis points, as increased operating income from Cactus International was more than offset by purchase price accounting-related adjustments. Adjustments included the amortization of the step-up of inventory and the amortization of the write-up of intangible values, which together totaled $19.0 million in the quarter. Adjusted Segment EBITDA increased $12.7 million, or 21.4%, sequentially, with Adjusted Segment EBITDA margins decreasing 930 basis points on the contribution of Cactus International at lower margins.

Spoolable Technologies

First quarter 2026 Spoolable Technologies revenues increased $5.7 million, or 6.8%, sequentially, due to higher domestic and international activity levels. Operating income increased $2.6 million, or 12.6%, sequentially, on higher volume, while margins increased 130 basis points. Adjusted Segment EBITDA was higher by $1.8 million, or 5.9%, sequentially, with Adjusted Segment EBITDA margins decreasing 30 basis points, as improved operating leverage was offset by higher input costs.

Corporate and Other Expenses

First quarter 2026 Corporate and Other expenses increased $2.9 million sequentially, primarily due to higher transaction and integration expenses. First quarter Corporate and Other expenses contained $5.8 million of transaction-related expenses resulting from the acquisition of Cactus International, $2.5 million higher than the fourth quarter.

Liquidity, Capital Expenditures and Other

As of March 31, 2026, the Company had $291.6 million of cash and cash equivalents, including $97.8 million of cash held for certain restructuring activities related to the Cactus International acquisition, no bank debt outstanding, and $223.7 million of availability on our revolving credit facility. Operating cash flow was $128.3 million for the first quarter of 2026. During the first quarter, the Company made dividend payments and associated distributions of $11.7 million.

Net cash used in investing activities represented $310.0 million for the first quarter, primarily attributable to the Cactus International acquisition. Net capital expenditures were $9.0 million during the first quarter of 2026. For the full year 2026, the Company still expects net capital expenditures to be in the range of $40 to $50 million.

Remaining Performance Obligations, or backlog, closed the quarter at $537.5 million. Backlog is primarily related to operations in our Cactus International business.

As of March 31, 2026, Cactus had 69,415,532 shares of Class A common stock outstanding (representing 86.6% of the total voting power) and 10,758,435 shares of Class B common stock outstanding (representing 13.4% of the total voting power).

Quarterly Dividend

The Board of Directors has approved a quarterly cash dividend of $0.14 per share of Class A common stock with payment to occur on June 18, 2026 to holders of record of Class A common stock at the close of business on June 1, 2026. A corresponding distribution of up to $0.14 per CC Unit has also been approved for holders of CC Units of Cactus Companies, LLC.

Conference Call Details

The Company will host a conference call to discuss financial and operational results tomorrow, Thursday May 7, 2026 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time).

The call will be webcast on Cactus’ website at www.CactusWHD.com. Please access the webcast for the call at least 10 minutes ahead of the start time to ensure a proper connection. Analysts and institutional investors may click here to pre-register for the conference call.

An archived webcast of the conference call will be available on the Company’s website shortly after the end of the call.

About Cactus, Inc.

Cactus designs, manufactures, sells or rents a range of highly engineered pressure control and spoolable pipe technologies. Its products are sold and rented principally for onshore unconventional oil and gas wells and are utilized during the drilling, completion and production phases of its customers’ wells. In addition, it provides field services for its products and rental items to assist with the installation, maintenance and handling of the equipment. Cactus operates service centers and manufacturing facilities globally with an emphasis in North America and the Middle East.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release and oral statements made regarding the matters addressed in this release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Cactus’ control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.

Forward-looking statements can be identified by the use of forward-looking terminology including “may,” “believe,” “expect,” “intend,” “anticipate,” “plan,” “should,” “estimate,” “continue,” “potential,” “outlook,” “will,” “hope,” “opportunity,” or other similar words and include the Company’s expectation of future performance contained herein. These statements discuss future expectations, contain projections of results of operations or of financial condition, or state other “forward-looking” information. You are cautioned not to place undue reliance on any forward-looking statements, which can be affected by assumptions used or by risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other factors noted in the Company’s Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and the other documents that the Company files with the Securities and Exchange Commission. The risk factors and other factors noted therein could cause actual results to differ materially from those contained in any forward-looking statement. Cactus disclaims any duty to update and does not intend to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

Cactus, Inc.

Condensed Consolidated Statements of Income

(unaudited)

 

 

Three Months Ended

March 31,

 

 

2026

 

 

 

2025

 

 

(in thousands, except per share data)

Revenues

 

 

 

Pressure Control

$

300,172

 

 

$

190,277

 

Spoolable Technologies

 

89,900

 

 

 

92,578

 

Corporate and other(1)

 

(1,723

)

 

 

(2,536

)

Total revenues

 

388,349

 

 

 

280,319

 

 

 

 

 

Operating income

 

 

 

Pressure Control

 

38,605

 

 

 

54,333

 

Spoolable Technologies

 

23,567

 

 

 

23,876

 

Total segment operating income

 

62,172

 

 

 

78,209

 

Corporate and other expenses

 

(12,668

)

 

 

(9,597

)

Total operating income

 

49,504

 

 

 

68,612

 

 

 

 

 

Interest income, net

 

220

 

 

 

2,325

 

Income before income taxes

 

49,724

 

 

 

70,937

 

Income tax expense

 

9,503

 

 

 

16,832

 

Net income

$

40,221

 

 

$

54,105

 

Less: net income attributable to non-controlling interest

 

7,315

 

 

 

9,882

 

Net income attributable to Cactus Inc.

$

32,906

 

 

$

44,223

 

 

 

Net income attributable to Cactus Inc.

$

32,906

 

 

$

44,223

 

Less: Accretion of redeemable non-controlling interest to redemption value

 

81,507

 

 

 

 

Net (loss) income attributable to Cactus Inc. including accretion of redeemable non-controlling interest to redemption value

$

(48,601

)

 

$

44,223

 

 

 

 

 

(Loss) earnings per Class A share – basic

$

(0.70

)

 

$

0.65

 

(Loss) earnings per Class A share – diluted(2)

$

(0.70

)

 

$

0.64

 

 

 

Weighted average shares outstanding – basic

 

69,026

 

 

 

68,194

 

Weighted average shares outstanding – diluted(2)

 

69,026

 

 

 

68,664

 

(1)

Represents the elimination of inter-segment revenue for sales from our Pressure Control segment to our Spoolable Technologies segment.

(2)

Dilution for the three months ended March 31, 2026 and 2025 excludes 10.9 million and 11.4 million shares, respectively, of Class B common stock as the effect would be antidilutive.

Cactus, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

 

 

March 31,

 

December 31,

 

2026

 

2025

 

(in thousands)

Assets

 

 

 

Current assets

 

 

 

Cash and cash equivalents

$

291,609

 

$

123,571

Restricted cash

 

 

 

371,011

Accounts receivable, net

 

459,954

 

 

164,493

Inventories

 

404,210

 

 

276,613

Prepaid expenses and other current assets

 

19,630

 

 

19,231

Total current assets

 

1,175,403

 

 

954,919

 

 

 

 

Property and equipment, net

 

394,976

 

 

342,592

Operating lease right-of-use assets, net

 

34,434

 

 

19,491

Intangible assets, net

 

364,278

 

 

148,004

Goodwill

 

248,334

 

 

203,028

Deferred tax asset, net

 

204,550

 

 

187,545

Investment in unconsolidated affiliates

 

5,946

 

 

5,923

Other noncurrent assets

 

30,160

 

 

10,115

Total assets

$

2,458,081

 

$

1,871,617

 

 

 

 

Liabilities, Mezzanine Equity, and Stockholders’ Equity

 

 

 

Current liabilities

 

 

 

Accounts payable

$

315,781

 

$

71,541

Accrued expenses and other current liabilities

 

64,753

 

 

51,388

Contract liabilities

 

33,593

 

 

7,707

Current portion of liability related to tax receivable agreement

 

21,314

 

 

21,314

Finance lease obligations, current portion

 

7,669

 

 

7,476

Operating lease liabilities, current portion

 

7,977

 

 

4,815

Total current liabilities

 

451,087

 

 

164,241

 

 

 

 

Deferred tax liability, net

 

38,710

 

 

2,786

Liability related to tax receivable agreement, net of current portion

 

243,500

 

 

241,609

Finance lease obligations, net of current portion

 

9,661

 

 

9,672

Operating lease liabilities, net of current portion

 

29,927

 

 

15,786

Other noncurrent liabilities

 

38,935

 

 

4,475

Total liabilities

 

811,820

 

 

438,569

 

 

 

 

Mezzanine equity

 

 

 

Redeemable non-controlling interest

 

240,608

 

 

 

 

 

 

Total stockholders’ equity

 

1,405,653

 

 

1,433,048

Total liabilities, mezzanine equity, and stockholders’ equity

$

2,458,081

 

$

1,871,617

Cactus, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

 

 

Three Months Ended

March 31,

 

 

2026

 

 

 

2025

 

 

(in thousands)

Cash flows from operating activities

 

 

 

Net income

$

40,221

 

 

$

54,105

 

Reconciliation of net income to net cash provided by operating activities

 

 

 

Depreciation and amortization

 

36,761

 

 

 

15,678

 

Deferred financing cost amortization

 

639

 

 

 

280

 

Stock-based compensation

 

7,039

 

 

 

6,064

 

Provision for expected credit losses

 

1,060

 

 

 

133

 

Inventory obsolescence

 

2,397

 

 

 

(296

)

Gain on disposal of assets

 

(65

)

 

 

(79

)

Deferred income taxes

 

479

 

 

 

7,623

 

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

 

(63,179

)

 

 

(28,087

)

Inventories

 

(3,224

)

 

 

(3,112

)

Prepaid expenses and other assets

 

(1,136

)

 

 

2,080

 

Accounts payable

 

100,406

 

 

 

(7,923

)

Accrued expenses and other liabilities

 

5,190

 

 

 

(4,921

)

Contract liabilities

 

1,683

 

 

 

 

Net cash provided by operating activities

 

128,271

 

 

 

41,545

 

 

 

 

 

Cash flows from investing activities

 

 

 

Acquisition of a business, net of cash and cash equivalents acquired

 

(301,011

)

 

 

 

Investment in unconsolidated affiliate

 

 

 

 

(6,000

)

Capital expenditures and other

 

(9,724

)

 

 

(10,230

)

Proceeds from sales of assets

 

746

 

 

 

779

 

Net cash used in investing activities

 

(309,989

)

 

 

(15,451

)

 

 

 

 

Cash flows from financing activities

 

 

 

Payments on finance leases

 

(1,914

)

 

 

(1,988

)

Dividends paid to Class A common stock shareholders

 

(10,214

)

 

 

(9,216

)

Distributions to members

 

(1,502

)

 

 

(5,089

)

Repurchases of shares

 

(7,899

)

 

 

(5,498

)

Net cash used in financing activities

 

(21,529

)

 

 

(21,791

)

Effect of exchange rate changes on cash and cash equivalents

 

274

 

 

 

515

 

Net increase in cash and cash equivalents

 

(202,973

)

 

 

4,818

 

 

 

 

 

Cash, cash equivalents and restricted cash

 

 

 

Beginning of period

 

494,582

 

 

 

342,843

 

End of period

$

291,609

 

 

$

347,661

 

Cactus, Inc. – Supplemental Information

Reconciliation of GAAP to non-GAAP Financial Measures

Adjusted net income, diluted earnings per share, as adjusted and adjusted net income margin

(unaudited)

Adjusted net income, diluted earnings per share, as adjusted and adjusted net income margin are not measures of net income as determined by GAAP but they are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements. Cactus defines adjusted net income as net income subject to the adjustments described in the table below. Among other things, those adjustments exclude income attributable to non-controlling interests in the Company’s businesses, with the exception of income attributable to the non-controlling interests in the Company’s principal operating subsidiary, Cactus Companies LLC. For these interests, Adjusted net income assumes Cactus, Inc. held all units in its principal operating subsidiary throughout the entire period, with net income reduced by the resulting additional income tax expense related to the incremental income attributable to Cactus, Inc. Cactus defines diluted earnings per share, as adjusted as Adjusted net income divided by weighted average shares outstanding, as adjusted. Cactus defines Adjusted net income margin as Adjusted net income divided by total revenue. The Company believes this supplemental information is useful for evaluating performance period over period.

 

Three Months Ended

 

March 31,

 

December 31,

 

March 31,

 

 

2026

 

 

 

2025

 

 

 

2025

 

 

(in thousands, except per share data)

Net income

$

40,221

 

 

$

48,302

 

 

$

54,105

 

Adjustments:

 

 

 

 

 

Severance expenses(1)

 

934

 

 

 

164

 

 

 

 

Loss from revaluation of liability related to tax receivable agreement and other(2)

 

 

 

 

1,015

 

 

 

 

Transaction related expenses(3)

 

5,811

 

 

 

3,299

 

 

 

3,487

 

Intangible amortization expense(4)

 

12,526

 

 

 

3,997

 

 

 

3,997

 

Inventory step-up expense(5)

 

10,449

 

 

 

 

 

 

 

Non-controlling interest adjustment(6)

 

(7,429

)

 

 

 

 

 

 

Income tax expense differential(7)

 

(6,340

)

 

 

(4,643

)

 

 

(2,773

)

Adjusted net income

$

56,172

 

 

$

52,134

 

 

$

58,816

 

 

 

 

 

 

 

Diluted earnings per share, as adjusted

$

0.70

 

 

$

0.65

 

 

$

0.73

 

 

 

 

 

 

 

Weighted average shares outstanding, as adjusted(8)

 

80,581

 

 

 

80,501

 

 

 

80,097

 

 

 

 

 

 

 

Revenue

$

388,349

 

 

$

261,203

 

 

$

280,319

 

Net income margin

 

10.4

%

 

 

18.5

%

 

 

19.3

%

Adjusted net income margin

 

14.5

%

 

 

20.0

%

 

 

21.0

%

(1)

Represents non-routine charges related to severance benefits.

(2)

Represents non-cash adjustments for the revaluation of the Tax Receivable Agreement (“TRA”) liability and the tax indemnity receivable asset related to the FlexSteel acquisition.

(3)

Reflects transaction fees and expenses recorded in connection with the acquisition of Cactus International and other growth initiatives.

(4)

Reflects amortization expense associated with the step-up in intangible value due to purchase price accounting.

(5)

Represents amortization of the Cactus International inventory step-up adjustment due to purchase price accounting.

(6)

Represents earnings attributable to non-controlling partners in both the Cactus International joint venture and Cactus International’s business in Saudi Arabia.

(7)

Represents the increase or decrease in tax expense as though Cactus, Inc. owned 100% of its operating subsidiary at the beginning of the period, calculated as the difference in tax expense recorded during each period and what would have been recorded, adjusted for pre-tax items listed above, based on a corporate effective tax rate of 22% on income before income taxes for the three months ended March 31, 2026, and 25.0% for the three months ended December 31, 2025 and March 31, 2025.

(8)

Reflects 69.7, 69.5, and 68.2 million weighted average shares of basic Class A common stock outstanding and 10.9, 11.0 and 11.4 million additional shares for the three months ended March 31, 2026, December 31, 2025, and March 31, 2025, respectively, as if the weighted average shares of Class B common stock were exchanged and cancelled for Class A common stock at the beginning of the period, plus the effect of dilutive securities.

Cactus, Inc. – Supplemental Information

Reconciliation of GAAP to non-GAAP Financial Measures

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin

(unaudited)

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not measures of net income as determined by GAAP but are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. Cactus defines EBITDA as net income excluding net interest, income tax and depreciation and amortization. Cactus defines Adjusted EBITDA as EBITDA excluding the other items outlined below.

Cactus management believes EBITDA and Adjusted EBITDA are useful because they allow management to more effectively evaluate the Company’s operating performance and compare the results of its operations from period to period without regard to financing methods or capital structure, or other items that impact comparability of financial results from period to period. EBITDA and Adjusted EBITDA should not be considered as alternatives to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. The Company’s computations of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Cactus defines Adjusted EBITDA margin as Adjusted EBITDA divided by total revenue. Cactus presents this supplemental information because it believes it provides useful information regarding the factors and trends affecting the Company’s business.

 

Three Months Ended

 

March 31,

 

December 31,

 

March 31,

 

 

2026

 

 

 

2025

 

 

 

2025

 

 

(in thousands)

Net income

$

40,221

 

 

$

48,302

 

 

$

54,105

 

Interest income, net

 

(220

)

 

 

(3,142

)

 

 

(2,325

)

Income tax expense

 

9,503

 

 

 

13,675

 

 

 

16,832

 

Depreciation and amortization

 

26,313

 

 

 

16,162

 

 

 

15,678

 

EBITDA

 

75,817

 

 

 

74,997

 

 

 

84,290

 

Loss from revaluation of liability related to tax receivable agreement and other(1)

 

 

 

 

1,015

 

 

 

 

Severance expenses(2)

 

934

 

 

 

164

 

 

 

 

Transaction related expenses(3)

 

5,811

 

 

 

3,299

 

 

 

3,487

 

Inventory step-up expense(4)

 

10,449

 

 

 

 

 

 

 

Stock-based compensation

 

7,039

 

 

 

6,018

 

 

 

6,064

 

Adjusted EBITDA

$

100,050

 

 

$

85,493

 

 

$

93,841

 

 

 

 

 

 

 

Revenue

$

388,349

 

 

$

261,203

 

 

$

280,319

 

Net income margin

 

10.4

%

 

 

18.5

%

 

 

19.3

%

Adjusted EBITDA margin

 

25.8

%

 

 

32.7

%

 

 

33.5

%

(1)

Represents non-cash adjustments for the revaluation of the TRA liability and the tax indemnity receivable asset related to the FlexSteel acquisition.

(2)

Represents non-routine charges related to severance benefits.

(3)

Reflects transaction fees and expenses recorded in connection with the acquisition of Cactus International and other growth initiatives.

(4)

Represents amortization of the Cactus International inventory step-up adjustment due to purchase price accounting.

Cactus, Inc. – Supplemental Information

Reconciliation of GAAP to non-GAAP Financial Measures

Adjusted Segment EBITDA and Adjusted Segment EBITDA margin

(unaudited)

Adjusted Segment EBITDA and Adjusted Segment EBITDA margin are not measures of net income as determined by GAAP but are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. Cactus defines Adjusted Segment EBITDA as segment operating income excluding depreciation and amortization and the other items outlined below, in each case, that are attributable to the segment.

Cactus management believes Adjusted Segment EBITDA is useful because it allows management to more effectively evaluate the Company’s segment operating performance and compare the results of its segment operations from period to period without regard to financing methods or capital structure, or other items that impact comparability of financial results from period to period. Adjusted Segment EBITDA should not be considered as an alternative to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. The Company’s computations of Adjusted Segment EBITDA may not be comparable to other similarly titled measures of other companies. Cactus defines Adjusted Segment EBITDA margin as Adjusted Segment EBITDA divided by total segment revenue. Cactus presents this supplemental information because it believes it provides useful information regarding the factors and trends affecting the Company’s business.

 

Three Months Ended

 

March 31,

 

December 31,

 

March 31,

 

 

2026

 

 

 

2025

 

 

 

2025

 

 

(in thousands)

Pressure Control

 

 

 

 

 

Revenue

$

300,172

 

 

$

178,428

 

 

$

190,277

 

 

 

 

 

 

 

Operating income

 

38,605

 

 

 

48,672

 

 

 

54,333

 

Depreciation and amortization expense

 

17,441

 

 

 

7,201

 

 

 

7,035

 

Severance expenses(1)

 

908

 

 

 

67

 

 

 

 

Inventory step-up expense(2)

 

10,449

 

 

 

 

 

 

 

Stock-based compensation

 

4,433

 

 

 

3,211

 

 

 

3,382

 

Adjusted Segment EBITDA

$

71,836

 

 

$

59,151

 

 

$

64,750

 

Operating income margin

 

12.9

%

 

 

27.3

%

 

 

28.6

%

Adjusted Segment EBITDA margin

 

23.9

%

 

 

33.2

%

 

 

34.0

%

 

 

 

 

 

 

Spoolable Technologies

 

 

 

 

 

Revenue

$

89,900

 

 

$

84,202

 

 

$

92,578

 

 

 

 

 

 

 

Operating income

 

23,567

 

 

 

20,925

 

 

 

23,876

 

Depreciation and amortization expense

 

8,872

 

 

 

8,961

 

 

 

8,643

 

Severance expenses(1)

 

26

 

 

 

97

 

 

 

 

Stock-based compensation

 

437

 

 

 

1,094

 

 

 

1,009

 

Adjusted Segment EBITDA

$

32,902

 

 

$

31,077

 

 

$

33,528

 

Operating income margin

 

26.2

%

 

 

24.9

%

 

 

25.8

%

Adjusted Segment EBITDA margin

 

36.6

%

 

 

36.9

%

 

 

36.2

%

 

 

 

 

 

 

Corporate and Other

 

 

 

 

 

Revenue(3)

$

(1,723

)

 

$

(1,427

)

 

$

(2,536

)

 

 

 

 

 

 

Corporate and other expenses

 

(12,668

)

 

 

(9,747

)

 

 

(9,597

)

Stock-based compensation

 

2,169

 

 

 

1,713

 

 

 

1,673

 

Transaction related expenses(4)

 

5,811

 

 

 

3,299

 

 

 

3,487

 

Adjusted Corporate EBITDA

$

(4,688

)

 

$

(4,735

)

 

$

(4,437

)

 

 

 

 

 

 

Total revenue

$

388,349

 

 

$

261,203

 

 

$

280,319

 

Total operating income

$

49,504

 

 

$

59,850

 

 

$

68,612

 

Total operating income margin

 

12.7

%

 

 

22.9

%

 

 

24.5

%

Total Adjusted EBITDA

$

100,050

 

 

$

85,493

 

 

$

93,841

 

Total Adjusted EBITDA margin

 

25.8

%

 

 

32.7

%

 

 

33.5

%

(1)

Represents non-routine charges related to severance benefits.

(2)

Represents amortization of the Cactus International inventory step-up adjustment due to purchase price accounting.

(3)

Represents the elimination of inter-segment revenue for sales from our Pressure Control segment to our Spoolable Technologies segment.

(4)

Reflects transaction fees and expenses recorded in connection with the acquisition of Cactus International and other growth initiatives.

 

Cactus, Inc.

Alan Boyd, 713-904-4669

Treasurer, Director of Corporate Development and Investor Relations

[email protected]

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Energy Other Energy Oil/Gas

MEDIA:

Viridian Therapeutics Announces Pricing of Upsized Concurrent Public Offerings of 1.75% Convertible Senior Notes Due 2032 and Common Stock with Aggregate Gross Proceeds of $350.0 Million

Viridian Therapeutics Announces Pricing of Upsized Concurrent Public Offerings of 1.75% Convertible Senior Notes Due 2032 and Common Stock with Aggregate Gross Proceeds of $350.0 Million

WALTHAM, Mass.–(BUSINESS WIRE)–
Viridian Therapeutics, Inc. (Nasdaq: VRDN), a biotechnology company focused on discovering, developing and commercializing potential best-in-class medicines for autoimmune and rare diseases, today announced the pricing of its upsized underwritten public offering of $225.0 million aggregate principal amount of its 1.75% convertible senior notes due 2032 (the “Convertible Notes” and such offering, the “Convertible Notes Offering”) and its upsized underwritten public offering of 7,352,942 shares of its common stock at a public offering price of $17.00 per share (such offering, the “Equity Offering”).

Viridian estimates that the aggregate net proceeds from the Convertible Notes Offering and the Equity Offering will be approximately $334.7 million, after deducting underwriting discounts and commissions and Viridian’s estimated offering expenses. In addition, Viridian has granted the underwriters of the Convertible Notes Offering a 30-day option to purchase up to an additional $25.0 million aggregate principal amount of Convertible Notes offered in the Convertible Notes Offering, solely to cover over-allotments and on the same terms and conditions. Viridian also granted the underwriters of the Equity Offering a 30-day option to purchase up to an additional 1,102,941 shares of its common stock, on the same terms and conditions.

The Convertible Notes Offering and the Equity Offering are expected to close on May 11, 2026, subject in each case to the satisfaction of customary closing conditions. Neither the closing of the Convertible Notes Offering nor the closing of the Equity Offering is contingent upon the closing of the other offering.

The Convertible Notes will be general, unsecured, senior obligations of Viridian and interest will be payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026, at a rate equal to 1.75% per year. The Convertible Notes will mature on May 15, 2032, unless earlier converted, redeemed or repurchased by Viridian.

Before February 15, 2032, noteholders may convert their Convertible Notes at their option only in certain circumstances. From, and including, February 15, 2032 until the close of business on the scheduled trading day immediately before the maturity date, noteholders may convert their Convertible Notes at any time at their option. Viridian will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Viridian’s election. The initial conversion rate is 40.5680 shares of Viridian’s common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $24.65 per share of its common stock and represents a conversion premium of approximately 45.0% above the public offering price per share of its common stock in the Equity Offering. If a “make-whole fundamental change” (as defined in the indenture that will govern the Convertible Notes) occurs, then Viridian will in certain circumstances increase the conversion rate for a specified period of time.

The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), at Viridian’s option at any time, and from time to time, on a redemption date on or after May 20, 2030 and on or before the 26th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of its common stock exceeds 130% of the conversion price for the Convertible Notes on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date Viridian sends the related redemption notice; and (2) the trading day immediately before the date Viridian sends such notice.

If a “fundamental change” (as defined in the indenture that will govern the Convertible Notes) occurs, then, subject to a limited exception, noteholders may require Viridian to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

Viridian intends to use the net proceeds from the Convertible Notes Offering and the Equity Offering to repay all outstanding indebtedness under the Loan and Security Agreement with Hercules Capital, Inc., to fund market expansion studies for its thyroid eye disease (“TED”) franchise, and to advance the research and development of its earlier pipeline, as well as for working capital and other general corporate purposes.

Jefferies, Leerink Partners, and Goldman Sachs & Co. LLC are acting as joint book-running managers and LifeSci Capital is acting as lead manager for the Convertible Notes Offering. Jefferies, Leerink Partners, and Goldman Sachs & Co. LLC are acting as joint book-running managers and LifeSci Capital and Wedbush PacGrow are acting as lead managers for the Equity Offering.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission (SEC) and became effective on September 5, 2025. A final prospectus supplement and accompanying base prospectus relating to and describing the terms of each of the Convertible Notes Offering and Equity Offering will be filed with the SEC. The securities described above have not been qualified under any state blue sky laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. The offering will only be made by means of a prospectus, copies of which may be obtained at the SEC’s website at www.sec.gov, or by request to Jefferies LLC (Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022; telephone: 877-821-7388; email: [email protected]); Leerink Partners LLC, Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525 ext. 6105, or by email at [email protected]; or Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282 (Tel: 866-471-2526) or by e-mail at [email protected].

About Viridian Therapeutics, Inc.

Viridian is a biotechnology company focused on discovering, developing, and commercializing potential best-in-class medicines for patients with autoimmune and rare diseases. Viridian’s expertise in antibody discovery and protein engineering enables the development of differentiated therapeutic candidates for validated drug targets and disease-driving mechanisms in autoimmune and rare diseases.

Viridian is advancing multiple late-stage, anti-insulin-like growth factor-1 receptor (“IGF-1R”) candidates in the clinic for the treatment of patients with TED. The company conducted a pivotal program for veligrotug, including two global phase 3 clinical trials, THRIVE and THRIVE-2, to evaluate its efficacy and safety in patients with active and chronic TED. THRIVE and THRIVE-2 reported positive topline data, meeting their primary endpoints and all secondary endpoints. Viridian is also advancing elegrobart as the potential first subcutaneous autoinjector for the treatment of TED. Viridian is conducting an ongoing pivotal program for elegrobart, including two ongoing global phase 3 pivotal clinical trials, REVEAL-1 and REVEAL-2, to evaluate the efficacy and safety of elegrobart in patients with active and chronic TED. REVEAL-1 and REVEAL-2 reported positive topline data, meeting their primary endpoints and multiple secondary endpoints.

In addition to its IGF-1R inhibitor portfolio, Viridian is developing an anti–thyroid-stimulating hormone receptor (“TSHR”) program designed as a potential therapy for TED and Graves’ disease.

Viridian is also advancing a novel portfolio of neonatal Fc receptor (“FcRn”) inhibitors, including VRDN-006 and VRDN-008, which have the potential to be developed in multiple autoimmune diseases.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words such as, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or other similar terms or expressions that concern the company’s expectations, plans and intentions. Forward-looking statements include, without limitation, statements regarding the timing and completion of the offerings on the anticipated terms, or at all; statements regarding the expected net proceeds of the offerings and the anticipated use of proceeds from the offerings; the company’s plans regarding commercial launch activities related to veligrotug and elegrobart and research and development activities; the company’s belief that its product candidates may be best-in-class; and the potential for the company’s novel portfolio of FcRn inhibitors to be developed in multiple autoimmune diseases. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on the company’s current beliefs, expectations and assumptions. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to: market conditions that may affect the timing, terms or conditions of the underwritten public offerings; the company’s successful completion of the underwritten public offerings; the satisfaction of customary closing conditions related to the underwritten public offerings; and other risks and uncertainties identified in the company’s filings with the SEC, including those risks set forth under the caption “Risk Factors” in the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 5, 2026, and other subsequent disclosure documents filed with the SEC. Any forward-looking statement speaks only as of the date on which it was made. Neither the company, nor its affiliates, advisors or representatives, undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the company’s views as of any date subsequent to the date hereof.

Investors

Greg Rossino

[email protected]

Media

Lisa Lopez

[email protected]

KEYWORDS: Massachusetts United States North America

INDUSTRY KEYWORDS: Professional Services Health Finance Pharmaceutical Optical Biotechnology

MEDIA:

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Cytokinetics Announces Pricing of Upsized Public Offering of Common Stock

SOUTH SAN FRANCISCO, Calif., May 06, 2026 (GLOBE NEWSWIRE) — Cytokinetics, Incorporated (Nasdaq: CYTK) today announced the pricing of an underwritten public offering of 9,859,155 shares of its common stock at a price to the public of $71.00 per share, before underwriting discounts and commissions. The gross proceeds to Cytokinetics from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Cytokinetics, are expected to be approximately $700 million. The offering is expected to close on May 8, 2026, subject to customary closing conditions. Additionally, Cytokinetics has granted the underwriters a 30-day option to purchase up to an additional 1,478,873 shares of its common stock at the public offering price, less underwriting discounts and commissions. All of the shares of common stock in the offering will be sold by Cytokinetics.

Morgan Stanley, Goldman Sachs & Co. LLC, J.P. Morgan and Jefferies are acting as joint book-running managers for the offering. Mizuho is acting as lead co-manager for the offering and Citizens Capital Markets, Needham & Company, B. Riley Securities and H.C. Wainwright & Co. are acting as co-managers for the offering.

The securities described above are being offered by Cytokinetics pursuant to a shelf registration statement (including a base prospectus) filed on February 27, 2025 with the Securities and Exchange Commission (SEC), which has become automatically effective. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed, and a final prospectus supplement and accompanying prospectus relating to the offering will be filed, with the SEC and can be accessed for free on the SEC’s website at http://www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus relating to the offering, when available, may be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, by telephone at 866-718-1649 or by email at [email protected]; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, by telephone at (866) 471-2526 or by email at [email protected]; J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at [email protected] and [email protected]; or Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at [email protected].

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

About
Cytokinetics

Cytokinetics is a specialty cardiovascular biopharmaceutical company, building on its over 25 years of pioneering scientific innovations in muscle biology, and advancing a pipeline of potential new medicines for patients suffering from diseases of cardiac muscle dysfunction. Cytokinetics’ MYQORZO® (aficamten) is a cardiac myosin inhibitor approved in the U.S., Europe and China for the treatment of adults with symptomatic obstructive hypertrophic cardiomyopathy (oHCM). Cytokinetics is also developing omecamtiv mecarbil, an investigational cardiac myosin activator for the potential treatment of patients with heart failure with severely reduced ejection fraction and ulacamten, an investigational cardiac myosin inhibitor for the potential treatment of heart failure with preserved ejection fraction, while continuing pre-clinical research and development in muscle biology.

Forward-Looking
Statements

This press release contains forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995 (the Act). Cytokinetics disclaims any intent or obligation to update these forward-looking statements and claims the protection of the Act’s Safe Harbor for forward-looking statements. Examples of such statements include, but are not limited to, statements relating to Cytokinetics’ expectations regarding the completion of the offering. Such statements are based on management’s current expectations, but actual results may differ materially due to various risks and uncertainties, including, but not limited to, risks and uncertainties related to market and other conditions, and the satisfaction of customary closing conditions related to the public offering. There can be no assurance that Cytokinetics will be able to complete the public offering on the anticipated terms, or at all. You should not place undue reliance on these forward-looking statements. Additional risks and uncertainties relating to the public offering, Cytokinetics and its business can be found under the heading “Risk Factors” in Cytokinetics’ Annual Report on Form 10-K for the year ended December 31, 2025, which was filed on February 26, 2026, Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which was filed on May 5, 2026, and other filings with the SEC, and in the preliminary prospectus supplement related to the public offering, filed with the SEC on May 5, 2026. Any forward-looking statements that Cytokinetics makes in this press release speak only as of the date of this press release. Cytokinetics assumes no obligation to update its forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

Contact:
Cytokinetics
Diane Weiser
Senior Vice President, Corporate Affairs
(415) 290-7757



MGE Energy, Inc. Prices Public Offering of 3,300,331 Shares of Common Stock

MGE Energy, Inc. Prices Public Offering of 3,300,331 Shares of Common Stock

MADISON, Wis.–(BUSINESS WIRE)–
MGE Energy, Inc. (Nasdaq: MGEE) (MGE Energy) announced today that it has priced its previously announced underwritten public offering of 3,300,331 shares of its common stock at a public offering price of $75.75 per share. Of the 3,300,331shares of common stock being offered, MGE Energy agreed to issue and sell directly 990,099shares to the underwriters in the offering, and the forward sellers (as defined below) agreed to borrow from third parties and sell to such underwriters 2,310,232 shares of common stock in connection with the forward sale agreements described below. In conjunction with the offering, MGE Energy has granted to the underwriters a 30-day option to purchase up to 495,049 additional shares of its common stock. If such option is exercised, MGE Energy may, in its sole discretion, enter into additional forward sale agreements with the forward purchasers with respect to such additional shares or issue and sell such shares directly to the underwriters.

Morgan Stanley, Guggenheim Securities, BofA Securities and J.P. Morgan are acting as joint book-running managers for the offering. Closing of the offering is expected to occur on or about May 8, 2026, subject to customary closing conditions.

In connection with the offering, MGE Energy entered into separate forward sale agreements with each of Morgan Stanley, BofA Securities and J.P. Morgan or their respective affiliates, referred to in such capacity as the forward purchasers, pursuant to which MGE Energy agreed to sell to the forward purchasers the same number of shares of common stock as are borrowed from third parties and sold by the forward purchasers or their affiliates (in such capacities, the “forward sellers”) to the underwriters. Under the forward sale agreements, the forward purchasers agreed, upon physical settlement, to purchase shares from MGE Energy at an initial forward sale price per share equal to $72.9094, subject to certain adjustments that are made to that price over the term of each forward sale agreement. Settlement of the forward sale agreements is expected to occur no later than approximately 20 months after the date of the prospectus supplement for the offering. MGE Energy may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreements.

MGE Energy intends to use the net proceeds from the sale of shares of common stock in the offering for general corporate purposes, which may include repayment of short-term debt; repurchases, retirements and refinancing of other securities; funding capital expenditures; and investments in subsidiaries. MGE Energy will not initially receive any proceeds from the sale of the common stock sold by the forward sellers to the underwriters. MGE Energy intends to use any net proceeds that it receives upon settlement of the forward sale agreements as described above.

A shelf registration statement on Form S-3, including a prospectus, related to the shares, has been filed by MGE Energy with the U.S. Securities and Exchange Commission (“SEC”) and has become effective automatically upon filing. The offering will be made only by means of a preliminary prospectus supplement and the accompanying prospectus which has been filed with the SEC. Copies of the preliminary prospectus supplement and the accompanying prospectus, and the final prospectus supplement, when available, may be obtained from Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; Guggenheim Securities, LLC, Attention: Equity Syndicate, 330 Madison Avenue, New York, New York 10017 (email: [email protected]); BofA Securities, Inc., Attn: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001 (email: [email protected]); or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at [email protected] or by visiting the SEC’s website at www.sec.gov.

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

About MGE Energy

MGE Energy is a public utility holding company. Its principal subsidiary, Madison Gas and Electric (MGE), generates and distributes electricity to 170,000 customers in Dane County, Wis., and purchases and distributes natural gas to 180,000 customers in seven south-central and western Wisconsin counties. MGE’s roots in the Madison area date back more than 150 years.

Special Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements include the risks and uncertainties related to the offering such as the consummation of the offering on the terms described, the anticipated closing date, the anticipated use of the proceeds and the satisfaction of customary closing conditions. Such forward-looking statements are based on MGE Energy’s current expectations, estimates and assumptions regarding future events, which are inherently uncertain. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake no obligation to revise or update publicly any such forward-looking statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to our business in general, please refer to the “Risk Factors” sections in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC.

Steve B. Schultz

Media Relations

608-252-7219 | [email protected]

Ken Frassetto

Investor Relations

608-252-4723 | [email protected]

KEYWORDS: Wisconsin United States North America

INDUSTRY KEYWORDS: Energy Other Energy Utilities Oil/Gas

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Travere Prices Upsized $475.0 Million Convertible Senior Notes Offering to Refinance 2029 Convertible Notes

Travere Prices Upsized $475.0 Million Convertible Senior Notes Offering to Refinance 2029 Convertible Notes

SAN DIEGO–(BUSINESS WIRE)–
Travere Therapeutics, Inc. (Nasdaq: TVTX) today announced the pricing of its underwritten offering of $475.0 million aggregate principal amount of 0.50% convertible senior notes due 2032 (the “Notes”). The sale of the Notes is expected to close on May 11, 2026, subject to customary closing conditions. The aggregate principal amount of the offering was increased from the previously announced offering size of $400.0 million. Travere also granted the underwriters of the Notes a 30-day option to purchase up to an additional $50.0 million aggregate principal amount of Notes, solely to cover over-allotments. As described in more detail below, Travere intends to use a portion of the net proceeds from the offering to repurchase a portion of its currently outstanding convertible notes.

The Notes will be senior unsecured obligations of Travere and will accrue interest payable in cash semi-annually in arrears at a rate of 0.50% per annum. The Notes will mature on May 15, 2032, unless earlier repurchased, redeemed or converted. Prior to the close of business on the business day immediately preceding February 17, 2032, the Notes will be convertible at the option of the holders only upon the satisfaction of certain conditions. Thereafter, the Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, Travere will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The initial conversion rate will be 15.4078 shares per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $64.90 per share), subject to adjustment upon the occurrence of specified events. If a “make-whole fundamental change” (as defined in the indenture for the Notes) occurs, then Travere will in certain circumstances increase the conversion rate for a specified period of time.

Travere estimates that the net proceeds from the offering will be approximately $460.0 million (or approximately $508.5 million if the underwriters fully exercise their over-allotment option), after deducting the underwriters’ discounts and commissions and estimated offering expenses payable by Travere.

Travere intends to use approximately $350.9 million of the net proceeds from the offering to repurchase approximately $221.4 million aggregate principal amount of its outstanding 2.25% senior convertible notes due 2029 (the “2029 Notes”) for cash, including accrued and unpaid interest, pursuant to the concurrent note repurchase transactions described below. Travere intends to use the remaining net proceeds from the offering for general corporate purposes, which may include commercialization expenses, clinical trial and other research and development expenses, capital expenditures, working capital and general and administrative expenses.

Travere may not redeem the Notes at its option at any time before May 21, 2029. The Notes will be redeemable, in whole or in part (subject to the partial redemption limitation in the indenture for the Notes), at Travere’s option at any time, and from time to time, on a redemption date on or after May 21, 2029 and, in the case of any partial redemption, on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of Travere’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date Travere sends the related redemption notice; and (2) the trading day immediately before the date Travere sends such notice. In addition, calling any Note for redemption will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

If a “fundamental change” (as defined in the indenture for the Notes) occurs, then, subject to certain exceptions, noteholders may require Travere to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

Concurrently with the pricing of the notes in the offering, Travere entered into separate and individually negotiated transactions with certain holders of the 2029 Notes to repurchase for cash approximately $221.4 million in aggregate principal amount of the 2029 Notes on terms negotiated with each holder (each, a “concurrent note repurchase transaction”). This press release is not an offer to repurchase the 2029 Notes, and the offering of the Notes is not contingent upon the repurchase of any of the 2029 Notes.

In connection with any repurchase of the 2029 Notes, Travere expects that holders of the 2029 Notes who agree to have their 2029 Notes repurchased and who have hedged their equity price risk with respect to such 2029 Notes (the “hedged holders”) will, concurrently with the pricing of the Notes, unwind their hedge positions by buying Travere’s common stock and/or entering into or unwinding various derivative transactions with respect to Travere’s common stock. The amount of Travere’s common stock to be purchased by the hedged holders may be substantial in relation to the historical average daily trading volume of Travere’s common stock. This activity by the hedged holders may increase the effective conversion price of the Notes. Travere cannot predict the magnitude of such market activity or the overall effect it will have on the price of the Notes or Travere’s common stock.

J.P. Morgan, Jefferies, and Leerink Partners are acting as joint book-running managers for the offering. Guggenheim Securities is acting as lead manager for the offering.

The offering of the Notes has been registered under the Securities Act of 1933, as amended. For additional information relating to the offering, Travere refers you to its Registration Statement on Form S-3, which Travere filed with the Securities and Exchange Commission (the “SEC”) on August 1, 2024 and which became immediately effective on the same date. A preliminary prospectus supplement and accompanying prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. Copies of the preliminary prospectus supplement (and, when available, the final prospectus supplement) and the accompanying prospectus relating to the offering may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at [email protected] and [email protected]; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, by telephone at (877) 821-7388 or by email at [email protected]; or Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, or by telephone at (800) 808-7525 ext. 6105, or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any shares issuable upon conversion of the Notes, nor shall there be any sale of the Notes or such shares, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The offering of these securities will be made only by means of the prospectus supplement and the accompanying prospectus.

About Travere Therapeutics

At Travere Therapeutics, we are in rare for life. We are a biopharmaceutical company that comes together every day to help patients, families and caregivers of all backgrounds as they navigate life with a rare disease. On this path, we know the need for treatment options is urgent – that is why our global team works with the rare disease community to identify, develop and deliver life-changing therapies. In pursuit of this mission, we continuously seek to understand the diverse perspectives of rare patients and to courageously forge new paths to make a difference in their lives and provide hope – today and tomorrow.

Forward-Looking Statements

In addition to historical facts, this press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. Without limiting the foregoing, these statements are often identified by the words “may”, “might”, “believes”, “thinks”, “anticipates”, “plans”, “expects”, “intends” or similar expressions. Such forward-looking statements include, among others, statements relating to Travere’s expectations regarding the completion of its proposed offering and the concurrent note repurchase transactions, the expected net proceeds from the offering and the use of such proceeds, and Travere’s expectations regarding the actions of the hedged holders. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties associated with market conditions, the satisfaction of closing conditions related to the offering, and risks related to the application of the net proceeds, if any, from the offering, as well as risks and uncertainties associated with Travere’s business and finances in general, and the other risks described in Travere’s annual report on Form 10-K for the year ended December 31, 2025 and most recent quarterly report on Form 10-Q, which are on file with the SEC. You are cautioned not to place undue reliance on these forward-looking statements as there are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond Travere’s control. Travere undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Investors:

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McEwen Generates Strong Q1 Results & Advances Multi-Asset Growth Strategy; Net Income $33.4M ($0.56 per Share) vs. Net Loss $6.3M ($0.12 per Share) in Q1 2025; Internally Funding Key Projects to Double Production by 2030

TORONTO, May 06, 2026 (GLOBE NEWSWIRE) — McEwen Inc. (NYSE/TSX: MUX) (“McEwen” or the “Company”) today announced its first quarter financial results for the period ended March 31, 2026 (Q1), along with an update on its development projects, including an updated Mineral Resource Estimate and strong exploration results across all sites as the Company is advancing its plan to increase production to 250,000 – 300,000 GEOs by 2030.

Based on current gold and silver prices, McEwen believes that if mine operations meet guidance, the Company can self-fund its future production growth with limited share dilution. This will be a key driver behind growing our share price.

Strong Gold Prices Continue to Support Advancement of Key Projects:

Canada

In Canada, McEwen is advancing growth projects to increase production from 16,000 – 19,000 GEOs in 2026 to 105,000 – 120,000 GEOs by 2030. The Company will be developing these projects in a phased approach that is focused on initial capital requirements, IRR and the ability to execute successfully while prioritizing future growth through continued exploration success.

  • Stock Mine (Fox Complex, Timmins, Ontario) – Development continued on time and within budget during Q1. We invested $9.9 million into Stock during Q1 and $39.4 million since the start of underground development last year. Stock is expected to begin initial production in H2 2026, with commercial production set for 2027. This is expected to result in lower-cost gold production at the Fox Complex compared to current operations, due to a lower royalty burden, shorter haulage distances to the mill, and the benefits of processing softer material. Based on the current Mineral Resource Estimate, McEwen projects a six-year life at Stock, which is expected to increase as underground drilling advances to enhance resources throughout coming years.

  • Grey Fox (Fox Complex, Timmins, Ontario) – Work is now being finalized on the Pre-Feasibility Study (“PFS”) that will be released in the coming months. The PFS will highlight the Company’s ability to materially extend mine life at the Fox Complex, while using existing infrastructure. McEwen is targeting combined annual production from Grey Fox and Stock of 75,000 – 90,000 GEOs by 2030.

  • Tartan Mine Project (Flin Flon, Manitoba) – During Q1 the Company delivered a Mineral Resource Estimate with underground Indicated Resources totalling 308,900 gold ounces (2,619,000 tonnes at 3.67 gpt Au) and Inferred Resources totalling 302,700 gold ounces (2,832,900 tonnes at 3.32 gpt Au). The Company is reviewing existing environmental licenses, planning additional metallurgical testing, beginning underground mine designs, and potential equipment purchases as part of its plan to restart production within the existing permits. McEwen expects initial annual production at Tartan to average approximately 30,000 GEOs, with the potential to expand output through future permit modifications. The Company believes doubling the throughput from 500 tonnes per day (tpd) to 1,000 tpd could see production grow to 45,000 – 55,000 GEOs per year.

USA

In Nevada, McEwen is forecasting that production will more than double from 39,000 – 43,000 GEOs in 2026 to 90,000 – 110,000 GEOs by 2030, driven by production from Lookout Mountain, Windfall and Trinity Ridge. All three deposits are located within the Gold Bar Mine Complex and management will look to leverage the current infrastructure at site.

  • Windfall, Lookout Mountain and Trinity Ridge
    (Gold Bar Mine Complex) – Gold Bar’s transformation into a long-life mine with increased production reached another milestone with the publication of the Windfall Mineral Resource Estimate. Windfall shows open-pit Indicated Resources of 227,500 gold ounces (9,402,800 tonnes at 0.75 gpt Au) and Inferred Resources of 127,800 gold ounces (2,596,400 tonnes at 1.53 gpt Au). Currently, 100% of the Mineral Resource Estimate is oxide gold mineralization that could potentially be processed using the same heap leaching methods being used at the Gold Bar Mine. 

    The global Resources and Reserves for the Gold Bar Mine Complex are the combined Mineral Resources and Reserves for Gold Bar Mine, Lookout Mountain and Windfall, which now total Indicated Resources of 792,000 gold ounces (38,602,800 tonnes @ 0.64 gpt Au) and Inferred Resources of 281,000 gold ounces (11,256,200 tonnes @ 0.78 gpt Au). This is in addition to Probable Reserves of 168,000 gold ounces (8,624,000 tonnes at 0.61 gpt Au). 

    Trinity Ridge is the next deposit where a Mineral Resource Estimate is set to be published within the Gold Bar Mine Complex and will look at merging the smaller existing Gold Bar Mine open pits into one enlarged pit that will capture a meaningful amount of gold mineralization that has not been included in the current Mineral Resource Estimate. Currently, 60% of the planned drilling at Trinity Ridge has been completed and a Mineral Resource update is expected by early 2027.

  • McEwen has completed its acquisition of Golden Lake Resources Inc. Golden Lake’s Jewel Ridge and Jewel Ridge West projects adjoin McEwen’s Windfall deposit to the north and have encouraging historical drill results, which highlight the potential to further grow our resources at the Gold Bar Mine Complex and to increase mine life.

Mexico

In Mexico, McEwen is forecasting 20,000 GEOs production per year starting mid-2027.

  • El Gallo – The Company continues to target Phase 1 production starting mid-2027. Detailed engineering is well advanced, with construction of the mill expected to begin in early Q3. Phase 1 is expected to operate for at least 10 years, producing approximately 20,000 GEOs annually once commercial production is achieved. The Company is exploring opportunities within its land package that would require minimal capital to see the life of Phase 1 extended. Permit approval for Phase 2 (El Gallo Silver) would materially extend the mine life and increase production to approximately 40,000 – 50,000 GEOs (based on 77:1 silver to gold ratio) due to higher grades being processed. The Company is currently updating the Mineral Resource Estimate to include all resources around the proposed mill site, which will be released in Q3.

Argentina

  • San José Mine – The operation is benefiting from the recently completed process plant expansion and higher mining rates, resulting in increased production and lower costs. At current gold and silver prices, San José is expected to be an important source of capital that the Company will use to expand production at its other sites. Production attributable to McEwen’s 49% interest is targeted at 60,000 – 70,000 GEOs per year (based on a 77:1 silver-to-gold ratio). The Company anticipates receiving $40 – $50M from San José in 2026.

  • McEwen Copper

    McEwen owns a 46.3% equity stake in McEwen Copper and a 1.25% NSR royalty on McEwen Copper’s Los Azules copper project. The royalty is projected to generate pre-tax $520.5 million at recent copper spot price of $5.80/lb and $389.5 million at the feasibility study’s base-case copper price of $4.35/lb over the 22-year mine life. There is potential to extend the life of Los Azules by an additional 33 years. 

    Los Azules advanced significantly in 2025, completing two foundational milestones: approval of its application under Argentina’s RIGI (Large Investment Incentive Regime), securing 30 years of legal, fiscal, and customs stability; and publication of a Feasibility Study confirming robust project economics, with initial 5-year average production of 205 ktpa of copper cathodes at $1.71/lb C1 cash cost over a 22-year mine life and identified upside potential to extend mine life for an additional 33 years adding an average of 141ktpa Cu per annum. 

    Following the Feasibility Study, project costs began to be capitalized in late Q3 2025 under U.S. GAAP. The 2026 objective is to advance the project toward a Final Investment Decision targeted for year-end 2026, with construction targeted to commence in early 2027, and production in 2030, subject to project financing and customary approvals.

Highlights of Q1 2026

Abbreviations used are defined in the Glossary at the end of this press release.

Revenue Q1 2026 revenue increased by 107% to $74.0M from the sale of 15,752 GEOs, vs revenue of $35.7M from the sale of 13,036 GEOs in Q1 2025. The average realized gold sale price per GEO was $4,792 in Q1, 71% higher than $2,803 in Q1 2025. Our 49% ownership in the San José mine is excluded from our revenue numbers due to accounting policies under U.S. GAAP.  
     
Profitability  Q1 2026 gross profit was $31.5M, compared with $10.1M in Q1 2025. Gross margins were positively impacted by increased production and higher gold prices. Q1 2026 net income was $33.4M or $0.56 per share, compared with a net loss of $6.3M or $0.12 per share in Q1 2025.  
     
Adjusted 
EBITDA
Q1 2026 adjusted EBITDA increased to $44.8M or $0.76 per share, compared with $8.7M or $0.16 per share in Q1 2025.   

Adjusted EBITDA is calculated by adding back our portion of McEwen Copper’s results to our consolidated income or loss before financing costs, depreciation, and income and mining taxes. We use adjusted EBITDA to evaluate our operating performance and ability to generate cash flow from our gold operations in production, including the San José Mine.

 
     
Liquidity &
Capital
Resources at March 31, 2026

 

Cash and equivalents increased to $56.5M, compared with $51.0M at December 31, 2025. 

The value of marketable securities decreased to $13.5M, compared with $21.1M at December 31, 2025. The main reason for the decrease is due to McEwen having acquired 100% of Canadian Gold Corp., which had a market value of $5.6M at December 31, 2025. 

On December 9, 2025, the Company acquired a 27.3% interest in Paragon Advanced Labs, at a cost basis of $13.7M. As of March 31, 2026, the fair value of the investment was $20.4M

As of March 31, 2026, McEwen has loaned $13.6M to McEwen Copper. 

The most recent financing of McEwen Copper at $30 per share on October 24, 2024 implies a full market value of $987.5M. Based on this valuation, McEwen’s 46.3% ownership of McEwen Copper has an implied market value of $457M or $7.65 per MUX share (based on McEwen’s shares outstanding as of the date of this press release). Since that financing, the project has seen significant development and derisking with the RIGI approval, the completion of the feasibility study, and is now preparing for a Final Investment Decision. 

Debt principal outstanding remained unchanged at $130.0M ($110.0M in convertible notes due 2030 and $20.0M under our term loan facility). The reported total debt of $126.4M reflects the debt principal of $130.0M, less debt issuance costs of $3.6M, which are amortized over the life of the debt, in accordance with U.S. GAAP. 

McEwen had 59.2M shares outstanding on March 31, 2026, compared with 55.5M shares on December 31, 2025, mainly due to the shares issued in connection with the acquisition of Canadian Gold Corp.

 
     
San José Mine Performance

 

14,582 GEOs were produced in Q1 and were 33% higher than in Q1 2025. Strong production continued from Q4 2025 and was the result of increased plant capacity and mining rates. 

Given the strong production in Q1, production costs per GEO sold were $2,365 for cash costs and $2,704 for AISC, a decrease of 8% and 11%, respectively, compared with Q1 2025. 

In February, McEwen received an $8.8M dividend from the San José Mine. Gowing forward, San José intends to pay out 90% of the mine’s cash flow to the partners. 

At March 31, 2026, the San José Mine held a cash balance of $217.1M versus $151.8M on December 31, 2025, on a 100% basis. At current gold and silver prices, the Company anticipates receiving $40-$50M in dividend payments from San José in 2026.

 
     
Gold Bar Performance   7,884 GEOs were produced from the Gold Bar Complex in Q1. Costs were higher than Q1 2025 due to 1) lower mined grades, and 2) increased mining of non-mineralized material. Both factors were anticipated and incorporated into our 2026 planning, and Gold Bar is on track to meet 2026 production and cost guidance.  

Costs per GEO sold in Q1 were $2,460 for cash costs and $2,705 for AISC.

 
     
Fox Complex Performance 5,784 GEOs were produced in Q1. Costs per GEO sold in Q1 were $2,365 for cash costs and $3,148 for AISC. AISC costs were higher compared to prior quarters due to development work completed on the lower levels of Froome West to create access to new mining areas later in the year. This accounted for $778 of the AISC per ounce during the quarter. These costs are expected to trend down through 2026 as required development is completed.  
     
Exploration & Development $5.5M was invested during Q1 in exploration, compared with $3.7M in Q1 2025. For the full year, the Company is planning to invest $22.2M across its portfolio. Recent exploration highlights are detailed in their respective sections in this news release.

$16.5M was invested by McEwen Copper in the Los Azules copper project in Q1, representing our 46.3% share of costs to advance detailed engineering in preparation of a final investment decision, compared with $18.5M in Q1 2025. As a Mineral Reserve statement with an effective date of September 3, 2025 was published, eligible development costs are now capitalized and will no longer be included in McEwen’s income statement under U.S. GAAP.

 
     
Health &
Safety
On April 3, a contractor working for McEwen Copper at the Los Azules project in Argentina died during road construction when their bulldozer overturned. A full investigation at Los Azules is underway. A second fatality occurred on April 6, at the Gold Bar Mine, where a contractor passed away due to natural causes. 

The Company is deeply saddened by these events and extends sincere condolences to the families, friends and colleagues affected by these losses.

 
     
2026 Production
& Unit  Costs Outlook
Full-year 2026 production guidance remains between 114,000 –126,000 GEOs, including our attributable production from our 49%-owned San José mine and assuming a 77:1 silver-to-gold ratio. Our production guidance does not include early pre-commercial production from the Stock mine. 

Cost per ounce guidance range remains unchanged, at $2,100 to $2,300 for cash costs, and $2,400 to $2,600 for AISC.

 
     

Mineral Resource & Exploration Update  


Gold Bar Mine Complex, Nevada (100% owned)


Update to Mineral Resource Estimate at Gold Bar

The Company is advancing three key areas at its Gold Bar Mine Complex to increase resources, extend mine life and boost annual production: 1) Lookout Mountain, 2) Windfall, and 3) Trinity Ridge, which envisions merging and enlarging several of the current open pits to access gold mineralization outside the current mine plan. McEwen believes that integrating these areas has the potential to transform the Gold Bar Mine Complex into a long-life asset. The Company released a Mineral Resource Estimate for Lookout Mountain with the 2025 year-end financial statements and is now pleased to release a Mineral Resource Estimate for the Windfall deposit located approximately 3 miles (5 km) NE of Lookout Mountain. The Windfall MRE is shown below:

Table 1. Windfall Mineral Resource Estimate
– Open Pit Au Cut-off Grade: 0.005 oz/ton oxide



Classification

Quantity

(‘000 tonnes)
Gold Grade

(gpt)
Contained Gold

(oz)
Gold Bar Mine Complex: Windfall
Indicated 9,402.8 0.75 227,500
Inferred 2,596.4 1.53 127,800


Notes to Table 1:

  1. Effective date of the Mineral Resource estimate is 11 February 2026. The QP for the estimate is Mr. Michael Baumann SME-RM, CPG, an employee of McEwen Inc.
  2. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
  3. Resources are potentially amenable to open pit mining methods and demonstrate Reasonable Prospects for Eventual Economic Extraction (RPEEE) using an optimized resource pit shell above an economic cut-off grade of 0.005 oz/ton gold for oxidized material.  Cut-off grades are based on the following costs and parameters: mining costs of U$3.89/ton (mineralized) and U$2.81/ton (waste), heap leach process cost of U$4.93/ton, NSR royalty of 5%, metallurgical recoveries of 78% (oxide), and a gold price of US$3,000/oz.
  4. Figures may not sum due to rounding.



Table 2. Gold Bar Mine Complex Mineral Resource and Reserve Estimates Updated

  Reserves Resources
  Probable Indicated Inferred
  Quantity

(‘000
tonnes)
Gold
Grade
(gpt)
Contained
Gold


(oz)
Quantity

(‘000
tonnes)
Gold
Grade
(gpt)
Contained
Gold


(oz)
Quantity

(‘000
tonnes)
Gold
Grade
(gpt)
Contained
 Gold


(oz)
Gold Bar Mine 8,624 0.61 168,000 9,630 0.52 162,200 1,368 0.43 19,000
Lookout Mountain 19,570 0.64 402,300 7,292 0.57 134,200
Windfall
9,403 0.75 227,500 2,596 1.53 127,800
Total
8,624 0.61 168,000 38,603 0.64 792,000 11,256 0.78 281,000


Note to Table 2:

Reserves are as of December 31, 2025; Gold Bar and Lookout Resources are as of December 31, 2025; Windfall Resource as of February 11, 2026.


A Mineral Resource Estimate for Trinity Ridge will be completed separately and released early 2027. Notably, Trinity Ridge lies within the current Plan of Operations for mining activities at the Gold Bar Mine Complex and Windfall is located on private land, which should allow for an accelerated permitting process.


Exploration at Gold Bar

Over the past nine months, drilling at the northern end of the Windfall deposit has been returning good gold grades over long widths. The results highlighted below were received after the effective cut-off date for the Windfall Mineral Resource Estimate. It is also important to note that the results from Windfall continue to show oxide mineralization that could potentially be processed using the same heap leaching technology currently used at the Gold Bar Mine, with McEwen looking to utilize the existing mine infrastructure where possible. Our focus is on return on capital and how efficiently these new ounces can be developed and produced.



Windfall (Fig. 1



and



Fig. 2) (RCW = Reverse Circulation Width)

  • 9.8 gpt gold over 24.4 meters (RCW) in drillhole WF181
  • 0.9 gpt gold over 25.9 meters (RCW) in drillhole WF181
    (Both intercepts show the zone is open to the northwest)

Fig. 1. Plan View of Recent Windfall Drilling

Fig. 2. Windfall Cross Section High-grade Results in Drillhole

WF181


Trinity Ridge 

At Trinity Ridge, located within the current limits of Gold Bar Mine, the Company is at the early stages of evaluating the potential to expand and merge three existing open pits into one larger pit.

Recent drill results continue to support the Company’s development plans for the area, with highlights shown below:

  • 1.2 gpt gold over 18.3 meters (RCW) in drillhole PK 105
  • 1.1 gpt gold over 15.2 meters (RCW) in drillhole PK 107
  • 1.0 gpt gold over 35.1 meters (RCW) in drillhole PK 110
  • 1.9 gpt gold over 41.1 meters (RCW) in drillhole PK 115
  • 1.7 gpt gold over 21.3 meters (RCW) in drillhole RG053  


Fox Complex Mine, Ontario (100% owned)


Exploration at Grey Fox


(Fig. 3

,

Fig. 4

and

Fig. 5)

Early in 2026, drilling at Grey Fox focused on the Gibson and Whiskey Jack Zones, where the team at McEwen believes mining can be accelerated due to their location near existing underground infrastructure.

These new drill results support additional resource growth beyond the pending PFS:

  • 6.1 gpt gold over 7.3 meters (TW) in drillhole 25GF-1675                                                              
    (Infill hole that has demonstrated good continuity with higher grades)
  • 5.3 gpt gold over 7.3 meters (TW) in drillhole 25GF-1611 
    (Expansion zone hole located 135 meters north of the Gibson Zone)
  • 254.2 gpt gold
     over 0.8 meters (TW) in drillhole 25GF-1655 
    (Located 180 meters from existing Gibson Ramp infrastructure and remains open for expansion)
  • 11.9 gpt gold
     over 5.7 meters (TW) in drillhole 26GF-1698 
    (Expanded the zone by 85 meters vertically or by 30% and remains open for expansion)

Fig. 3. Gibson and Whiskey Jack Plan View Map

Fig. 4. Whiskey
Jack
Cross Section

In 2025, McEwen also completed a 6,500-meter drill program at the Stroud deposit that was acquired in 2024. Stroud is located 1,500-meters southwest of the current Grey Fox Mineral Resource area (Fig. 5). The drill program was designed to confirm the historical drilling in order to update the Mineral Resource Estimate, which is set to be released with the Grey Fox PFS.

Drill highlights are shown below:

  • 12.6 gpt gold
     over 5.9 meters TW in drillhole 25GF-1653
  • 5.0 gpt gold
     over 13.4 meters TW in drillhole 25GF-1643
  • 4.4 gpt gold
     over 11.6 meters TW in drillhole 25GF-1664

Fig. 5. Stroud Location and Plan View Map


Tartan Mine Project, Manitoba (100% Owned)


Exploration at Tartan (Fig. 6)

On March 23, 2026, the Company released a Mineral Resource Estimate for the Tartan Mine Project that will serve as the foundation for a potential restart of the mine. The underground Mineral Resource Estimate outlined 308,900 gold ounces Indicated (2,619,000 tonnes @ 3.67 gpt gold) and 302,700 gold ounces Inferred (2,832,900 tonnes @ 3.32 gpt gold) with the mineralization open for expansion. New drill results that have been received after the effective cut-off date for the Mineral Resource Estimate highlight further growth potential and are shown below (Fig. 6):

Tartan
Potential at Depth (CW = Core Widths)

  • 4.9 gpt gold over 20.0 meters (CW) in drillhole TLMZ26-52
    (The fourth deepest hole at Tartan intersected the West Zone (Footwall to the Main Zone) and expanded the mineralization approximately 80 meters to the west)

Expansion Along Western
Flank

  • 9.6 gpt gold over 11.9 meters (CW) in drillhole TLMZ26-52W3
  • 6.4 gpt gold over 13.8 meters (CW) in drillhole TLMZ26-52W1
  • 5.0 gpt gold over 6.4 meters (CW) in drillhole TLMZ26-52
  • 4.8 gpt gold over 7.9 meters (CW) in drillhole TLMZ25-51W4
  • 4.4 gpt gold over 5.0 meters (CW) in drillhole TLMZ26-52W2
  • 3.0 gpt gold over 7.6 meters (CW) in drillhole TLMZ25-51W5
    (Expanded the mineralization up to 40 metres west from 500 to 800 meters below surface)

Fig. 6. Long Section of Tartan’s Main Zone – Selected Drill Highlights

For additional information, a table showing all drill results and locations from our exploration programs at Gold Bar, Fox and Tartan is available on the Company’s website and can be accessed by clicking here.

Management Conference Call

Management will discuss our Q1 2026 financial results and project developments and follow with a question-and-answer session. Questions can be asked directly by participants over the phone during the webcast.

Thursday,

May 7, 2026

at 11:00 AM EDT
Toll Free North America: (888) 210-3454
Toll Dial-In: (646) 960-0130
International Dial-In: https://events.q4irportal.com/custom/access/2324/
Conference ID Number: 3232920
Webcast Link: https://events.q4inc.com/attendee/512075068/guest


An archived replay of the webcast will be available approximately two hours after the conclusion of the live event. Access the replay on the Company’s media page at https://www.mcewenmining.com/media.

Table 3. Q1 2026 Production and Costs

1

, Comparatives from Q1 2025 and 2026 Annual Guidance

  Q1 Full Year 2026

Guidance
2026 2025
Consolidated Production      
GEOs(2) (3)   30,471   24,132 114,000 – 126,000
Gold Bar Mine Complex, Nevada      
GEOs   7,884   7,688 39,000 – 43,000
Cash Costs/GEO $2,460 $1,146 $2,250 – $2,450
AISC/GEO $2,705 $2,197 $2,350 – $2,550
Fox Complex, Canada      
GEOs   5,784   5,520 16,000 – 19,000
Cash Costs/GEO $2,365 $2,061 $2,200 – $2,400
AISC/GEO $3,148 $2,504 $2,650 –$2,850
San José Mine, Argentina (49%)
(4)
     
GEOs   14,582   10,924 59,000 – 64,000
Cash Costs/GEO $2,365 $2,575 $2,000 – $2,200
AISC/GEO $2,704 $3,047 $2,300 – $2,500




Notes to Table 3:


  1. Cash gross profit, cash costs per ounce, and all-in sustaining costs (AISC) per ounce,


    adjusted earnings before interest, taxes, depreciation, and amortization (adjusted EBITDA) and adjusted EBITDA per share

    are non-GAAP financial performance measures with no standardized definition under U.S. GAAP. For definitions of these non-GAAP measures, refer to the “Non-GAAP Financial Measures” section in this press release. For reconciliations to the closest U.S. GAAP measures, see the Management Discussion and Analysis for the quarter ended

    March 31, 2026

    , filed on

    EDGAR

    and

    SEDAR Plus

    .

  2. Gold Equivalent Ounces (GEOs)

    are calculated using gold-to-silver price ratio of

    58

    :1 for Q1 2026
    and

    90:1

    for Q1 2025

    .

    2026 production guidance is calculated based on

    77:1

    gold to silver price ratio.
  3. El Gallo contributed
    2,220
    GEOs of production in Q1 2026.

  4. San José Mine figures

    represent the portion attributable to McEwen from its

    49% interest

    in the San José Mine.



Glossary of Terms and Abbreviations

Au

AISC

B

CW        
ft        
FS
GEO        
gpt
H1
H2
m
M
– gold
– all-in sustaining costs
– billion
– core width
– foot
– feasibility study
– gold equivalent ounce
– grams per tonne
– first half of the year (Jan 1 – June 30)
– second half of the year (Jul 1 – Dec 31)
– meter
– million
oz

PFS

Q1



RCW


Q2

Q3

Q4

t

tpd

tpa

TW
– troy ounce
– pre-feasibility study
– first quarter (Jan 1 – Mar 31)
   – If not followed by a specific year, it references Q1 2026
– reverse circulation width
– second quarter (Apr 1 – June 30)
– third quarter (Jul 1 – Sep 30)
– fourth quarter (Oct 1 – Dec 31)
– tonne
– tonnes per day
– tonnes per annum
– true width



CAUTIONARY NOTE REGARDING NON-GAAP MEASURES

We have included in this report certain non-GAAP performance measures as detailed below. In the gold mining industry, these are common performance measures but do not have any standardized meaning and are considered non-GAAP measures. We use these measures to evaluate our business on an ongoing basis and believe that, in addition to conventional measures prepared in accordance with GAAP, certain investors use such non-GAAP measures to evaluate our performance and ability to generate cash flow. We also report these measures to provide investors and analysts with useful information about our underlying costs of operations and clarity over our ability to finance operations. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. There are limitations associated with the use of such non-GAAP measures. We compensate for these limitations by relying primarily on our U.S. GAAP results and using the non-GAAP measures supplementally.

The non-GAAP measures are presented for our wholly owned mines and our interest in the San José mine. The amounts in the reconciliation tables labeled “49% basis” were derived by applying to each financial statement line item the ownership percentage interest used to arrive at our share of net income or loss during the period when applying the equity method of accounting. We do not control the interest in or operations of MSC and the presentations of assets and liabilities and revenues and expenses of MSC do not represent our legal claim to such items. The amount of cash we receive is based upon specific provisions of the Option and Joint Venture Agreement (“OJVA”) and varies depending on factors including the profitability of the operations.

The presentation of these measures, including the minority interest in the San José, has limitations as an analytical tool. Some of these limitations include:

  • The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not represent our legal claim to the assets and liabilities, or the revenues and expenses; and
  • Other companies in our industry may calculate their cash costs, cash cost per ounce, all-in sustaining costs, all-in sustaining costs per ounce, adjusted EBITDA, and average realized price per ounce differently than we do, limiting the usefulness as a comparative measure.

Cash Costs and All-In Sustaining Costs

The terms cash costs, cash cost per ounce, all-in sustaining costs (“AISC”), and all-in sustaining cost per ounce used in this report are non-GAAP financial measures. We report these measures to provide additional information regarding operational efficiencies on an individual mine basis, and believe these measures provide investors and analysts with useful information about our underlying costs of operations.

Cash costs consist of mining, processing, on-site general and administrative expenses, community and permitting costs related to current operations, royalty costs, refining and treatment charges (for both doré and concentrate products), sales costs, export taxes and operational stripping costs, but exclude depreciation and amortization (non-cash items). The sum of these costs is divided by the corresponding gold equivalent ounces sold to determine a per ounce amount.

All-in sustaining costs consist of cash costs (as described above), plus accretion of retirement obligations and amortization of the asset retirement costs related to operating sites, environmental rehabilitation costs for mines with no reserves, sustaining exploration and development costs, sustaining capital expenditures and sustaining lease payments. Our all-in sustaining costs exclude the allocation of corporate general and administrative costs. The following is additional information regarding our all-in sustaining costs:

  • Sustaining operating costs represent expenditures incurred at current operations that are considered necessary to maintain current annual production at the mine site and include mine development costs and ongoing replacement of mine equipment and other capital facilities. Sustaining capital costs do not include costs of expanding the project that would result in improved productivity of the existing asset, increased existing capacity or extended useful life.
  • Sustaining exploration and development costs include expenditures incurred to sustain current operations and to replace reserves and/or resources extracted as part of the ongoing production. Exploration activities performed near-mine (brownfield) or new exploration projects (greenfield) are classified as non-sustaining.

The sum of all-in sustaining costs is divided by the corresponding gold equivalent ounces sold to determine a per ounce amount.
Costs excluded from cash costs and all-in sustaining costs, in addition to depreciation and depletion, are income and mining tax expenses, all corporate financing charges, costs related to business combinations, asset acquisitions and asset disposal, and any items that are deducted for the purpose of normalizing items.

The following tables reconcile these non-GAAP measures to the most directly comparable GAAP measure, production costs applicable to sales:

                   
    Three months ended March 31, 2026
    Gold Bar   Fox Complex   Total
    (in thousands, except per ounce)
Production costs applicable to sales   $ 19,379   $ 14,711     $ 34,090  
Less: costs of externally sourced material processed         (1,712 )     (1,712 )
Production costs applicable to sales (100% owned)     19,379     12,999       32,378  
In‑mine exploration     84           84  
Capitalized mine development (sustaining)         4,274       4,274  
Capital expenditures on plant and equipment (sustaining)     1,846           1,846  
Sustaining leases         34       34  
All‑in sustaining costs   $ 21,309   $ 17,307     $ 38,616  
Ounces sold, including stream (GEO)     7,877     5,669       13,547  
Less: ounces from externally sourced material processed (GEO)         (172 )     (172 )
Ounces sold from own production, including stream (GEO)     7,877     5,497       13,375  
Cash cost per ounce sold ($/GEO)   $ 2,460   $ 2,365     $ 2,421  
AISC per ounce sold ($/GEO)   $ 2,705   $ 3,148     $ 2,887  

    Three months ended March 31, 2025
    Gold Bar   Fox Complex   Total
    (in thousands, except per ounce)
Production costs applicable to sales (100% owned)   $ 9,094   $ 10,511     $ 19,605  
In‑mine exploration     67           67  
Capitalized underground mine development (sustaining)     7,597     2,338       9,935  
Capital expenditures on plant and equipment (sustaining)     665           665  
Sustaining leases     13     (75 )     (62 )
All‑in sustaining costs   $ 17,436   $ 12,774     $ 30,210  
Ounces sold, including stream (GEO)     7,935     5,101       13,036  
Cash cost per ounce sold ($/GEO)   $ 1,146   $ 2,061     $ 1,504  
AISC per ounce sold ($/GEO)   $ 2,197   $ 2,504     $ 2,318  

    Three months ended March 31,
       2026        2025  
San José mine cash costs (100% basis)   (in thousands, except per ounce)
Production costs applicable to sales   $ 77,871     $ 56,588  
Site exploration expenses     4,341       1,397  
Capitalized underground mine development (sustaining)     5,751       8,761  
Less: Depreciation     (218 )     (694 )
Capital expenditures (sustaining)     1,294       920  
All‑in sustaining costs   $ 89,039     $ 66,972  
Ounces sold (GEO)     32,933       21,977  
Cash cost per ounce sold ($/GEO)   $ 2,365     $ 2,575  
AISC per ounce sold ($/GEO)   $ 2,704     $ 3,047  
                 

The following tables present a reconciliation of adjusted EBITDA:

             
    Three months ended March 31,
    2026      2025  
    (in thousands)
Net income (loss) before income and mining taxes   $ 33,205   $ (7,349 )
Less:            
Depreciation and depletion     7,077     6,171  
Loss from investment in Paragon Advanced Labs Inc. (Note 9)     340      
Loss from investment in McEwen Copper Inc. (Note 9)     2,074     8,578  
Interest expense     2,124     1,309  
Adjusted EBITDA   $ 44,819   $ 8,709  
Weighted average shares outstanding (thousands)     59,112     53,270  
Adjusted EBITDA per share   $ 0.76   $ 0.16  
               

Technical Information

The technical content of this news release related to financial results, mining, reserves and development projects has been reviewed and approved by William (Bill) Shaver, P.Eng., COO of McEwen Inc. and a Qualified Person as defined by SEC S-K 1300 and the Canadian Securities Administrators National Instrument 43-101 “Standards of Disclosure for Mineral Projects.”

Technical information pertaining to Gold Bar Mine Complex exploration contained in this news release has been prepared under the supervision of Robert Kastelic, CPG, McEwen Nevada’s Exploration Manager, who is a Qualified Person as defined by SEC S-K 1300 and Canadian Securities Administrators National Instrument 43-101 “Standards of Disclosure for Mineral Projects.”

Technical information pertaining to the Fox Complex exploration contained in this news release has been prepared under the supervision of Sean Farrell, P.Geo., McEwen Ontario’s Exploration Manager, who is a Qualified Person as defined by SEC S-K 1300 and Canadian Securities Administrators National Instrument 43-101 “Standards of Disclosure for Mineral Projects.”

Technical information pertaining to resource estimates and the Tartan Mine Project exploration contained in this news release has been prepared under the supervision of Luke Willis, P.Geo., McEwen’s Director of Resource Modelling, who is a Qualified Person as defined by SEC S-K 1300 and Canadian Securities Administrators National Instrument 43-101 “Standards of Disclosure for Mineral Projects.”

Analyses reported herein were submitted either as half core or reverse circulation (RC) chip samples and assayed by the photon assay method either at the accredited laboratories of MSA Labs (ISO 9001 & ISO 17025) in Timmins, Ontario or Paragon Geochemical (ISO 17025), in either Hamilton (Ontario), Reno (Nevada) or Vancouver (British Columbia).   As part of our regular QA/QC program McEwen Inc. follows a closely controlled and documented Chain of Custody protocol and submits certified reference materials and blanks in the sample stream for the monitoring and assessment of laboratory processes and procedures. All incoming QA/QC results are reviewed to ensure data quality before incorporating the information into the geological database.

Reliability of Information Regarding San José

The Company accounts for its investment in Minera Santa Cruz S.A., the owner of the San José Mine, using the equity method. The Company relies on the management of MSC to provide accurate financial information prepared in accordance with GAAP. While the Company is not aware of any errors or possible misstatements of the financial information provided by MSC, MSC is responsible for and has supplied to the Company all reported results from the San José Mine, and such results are unaudited as of the date of this release. McEwen’s joint venture partner, a subsidiary of Hochschild Mining plc, and its affiliates other than MSC do not accept responsibility for the use of project data or the adequacy or accuracy of this release.

ABOUT MCEWEN

McEwen shares trade on both the NYSE and TSX under the ticker MUX.

McEwen provides its shareholders with exposure to a growing base of gold and silver production in addition to a very large copper development project, all in the Americas. The gold and silver mines are in prolific mineral-rich regions of the world: the Cortez Trend in Nevada, USA, the Timmins district of Ontario and Flin Flon in Manitoba, Canada, and the Deseado Massif in Santa Cruz province, Argentina. McEwen is also reactivating its gold and silver El Gallo Mine in Mexico.

The Company has a 46.3% interest in McEwen Copper, which owns the large, long-life, advanced-stage Los Azules copper development project in San Juan province, Argentina – a region that hosts some of the country’s largest copper deposits. According to the last financing for McEwen Copper, the implied value of McEwen’s ownership interest is US$456 million.

The Los Azules copper project is designed to be one of the world’s first regenerative copper mines and carbon neutral by 2038. Its Feasibility Study results were announced in the press release dated October 7, 2025.

McEwen also recently purchased 27.3% of Paragon Advanced Labs Inc., a newly listed public company that is deploying PhotonAssay™ units around the world, a technology that the Company believes is poised to become the new industry standard for assaying precious and base metals, with Paragon aiming to be one of the leading service providers.

Chairman and Chief Owner Rob McEwen has invested over US$250 million personally and takes a salary of $1 per year, aligning his interests with shareholders. He is a recipient of the Order of Canada, a member of the Canadian Mining Hall of Fame and a winner of the EY Entrepreneur of the Year (Energy) award. His objective is to build MUX’s profitability, share value, and ultimately implement a dividend policy, as he did while building Goldcorp Inc.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This news release contains certain forward-looking statements and information, including “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, are as at the date of this news release and are McEwen Inc.’s (the “Company”) estimates, forecasts, projections, expectations or beliefs as to future events and results. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, fluctuations in the market price of precious metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the Company to receive or receive in a timely manner permits or other approvals required in connection with operations, risks associated with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, foreign exchange volatility, foreign exchange controls, foreign currency risk, and other risks. Readers should not place undue reliance on forward-looking statements or information included herein, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See McEwen Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and other filings with the Securities and Exchange Commission, under the caption “Risk Factors”, for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in this news release are qualified by this cautionary statement.

The NYSE and TSX have not reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by the management of McEwen.

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