Market Newsdesk

January 27, 2025 4:34 pm

Capital Bancorp, Inc. Announces 4Q and Full Year 2024 Results; Successful Close of the IFH Acquisition; Robust Organic Loan and Deposit Growth; Diversified Business Model Drives Strong Performance

Fourth Quarter 2024 Results

Net Income of $7.5 million, or $0.45 per share, and return on average assets of 0.96%
- Net Income of $15.5 million, or $0.92 per share, and return on average assets of 1.97% as adjusted to exclude the impact of merger-related expenses, initial Integrated Financial Holdings, Inc. (“IFH”) Allowance for Credit Losses (“ACL”) provision, and a non-recurring legacy IFH equity and debt investment write-down (non-GAAP)⁽¹⁾
Tangible Book Value Per Share⁽¹⁾ of $18.77, decreased 6.8%, or $1.36 as compared to $20.13 (3Q 2024), resulting from the acquisition of IFH and related purchase accounting impacts
Return on average equity of 8.50%, and return on average tangible common equity⁽¹⁾ of 9.47%
- Core return on average equity⁽¹⁾ of 17.68%, and core return on average tangible common equity⁽¹⁾ of 19.19%
Net Interest Income increased $6.0 million, or 15.6% (not annualized), from 3Q 2024
Net Interest Margin (“NIM”) decreased to 5.87% as compared to 6.41% (3Q 2024)
- Core NIM, as adjusted to exclude the impact of credit card loans (non-GAAP)⁽¹⁾ decreased to 4.05% as compared to 4.08% (3Q 2024)
- Net purchase accounting accretion of $0.7 million for 4Q 2024 accounted for 9 basis points of the reported 5.87% NIM and 10 basis points of the reported 4.05% core NIM, respectively
Fee Revenue (noninterest income) totaled $11.9 million, or 21.2% of total revenue for 4Q 2024
- Core Fee Revenue of $14.5 million, or 24.7% of total core revenue, increased $7.9 million from 3Q 2024, excluding a non-recurring equity and debt investment write-down of $2.6 million (non-GAAP)⁽¹⁾, primarily due to the acquisition of IFH
Gross Loan Growth in the quarter of $522.6 million includes $373.5 million from the acquisition of IFH, and $149.1 million from organic growth, or 28.2% annualized for 4Q 2024
- Commercial and industrial loans of $554.6 million, or 21.0% of total gross loans at December 31, 2024 increased $282.7 million from September 30, 2024
Total Deposit Growth in the quarter of $575.7 million includes $459.0 million from the acquisition of IFH, and $116.7 million from organic growth, or 21.2% annualized for 4Q 2024
- Noninterest bearing deposits increased $92.8 million, or 51.4% annualized from 3Q 2024
The ratio of allowance for credit losses to total loans equaled 1.85% at December 31, 2024 including 1.44% for the legacy Capital Bank portfolio, down 7 basis points from 3Q. The additional ACL coverage results from the initial $15.5 million impact from the acquisition of the IFH portfolio.
Cash Dividend of $0.10 per share declared by the Board of Directors

ROCKVILLE, Md., Jan. 27, 2025 (GLOBE NEWSWIRE) — Capital Bancorp, Inc. (the “Company”) (NASDAQ: CBNK), the holding company for Capital Bank, N.A. (the “Bank”), today reported net income of $7.5 million, or $0.45 per diluted share, for the fourth quarter 2024, compared to net income of $8.7 million, or $0.62 per diluted share, for the third quarter 2024, and $9.0 million, or $0.65 per diluted share, for the fourth quarter 2023. On October 1, 2024, the Company successfully completed its previously announced merger with IFH. Net income for the fourth quarter 2024 would have been $15.5 million, or $0.92 per diluted share if adjusted to exclude the impact of merger-related expenses, the initial IFH ACL provision, and a non-recurring equity and debt investment write down (non-GAAP)⁽¹⁾, compared to $9.2 million, or $0.66 per diluted share, for the third quarter 2024.

The Company also declared a cash dividend on its common stock of $0.10 per share. The dividend is payable on February 26, 2025 to shareholders of record on February 10, 2025.

“We are pleased to have successfully closed our acquisition of Integrated Financial Holdings, and we are now focused on merger integration and executing on the opportunities from our complementary lines of business,” said Ed Barry, CEO of the Company and the Bank. “We continue to benefit from our diversified business model which is driving growth across our platforms.”

“The really strong performance of the commercial bank during the quarter was highlighted by record loan growth, solid deposit growth, and stable core net interest margin. I am particularly pleased by the growth of our commercial and industrial loans,” said Steven J. Schwartz, Chairman of the Company. “This outstanding organic growth is expected to continue to be a major contributing factor in our overall earnings growth in 2025 and beyond. The acquisition of IFH, while creating a lot of noise in the financial results of the 4th quarter, provides us with a new line of business – loan servicing, processing, and packaging – and a significant expansion of our government-guaranteed lending platform.”

⁽¹⁾Reconciliations of the non–U.S. generally accepted accounting principles (“GAAP”) measures are set forth in the Appendix at the end of this press release.

Acquisition of Integrated Financial Holdings, Inc.

On October 1, 2024, the Company successfully completed its previously announced merger with IFH. Pursuant to the terms of the Merger Agreement, each share of IFH’s common stock, par value $1.00 per share (“IFH Common Stock”) was converted into the right to receive (a) 1.115 shares of common stock of the Company, par value $0.01 per share (“Capital Common Stock”); and (b) $5.36 in cash per share of IFH Common Stock held immediately prior to the Effective Time, in addition to cash in lieu of fractional shares. In addition, each stock option granted by IFH to purchase shares of IFH Common Stock, whether vested or unvested, outstanding immediately prior to the Effective Time, was assumed by the Company and converted into an equivalent option to purchase Capital Common Stock, with the same terms and conditions as applied to the IFH stock option.

Total assets, including purchase accounting adjustments, of $559.4 million acquired in connection with the IFH acquisition included gross loans of $373.5 million, loans held for sale of $41.7 million and total deposits of $459.0 million at October 1, 2024.

During 2024, the Company incurred pre-tax merger-related expenses of $3.9 million, including expenses totaling $2.6 million for the fourth quarter 2024, generally consistent with modeled expectations.

The fourth quarter earnings were also impacted by pre-tax provision credit losses on acquired loans of $4.2 million (“Initial IFH ACL Provision”) along with a non-recurring $2.6 million write-down of a legacy IFH equity and debt investment in a start-up. The net remaining value of the equity and debt investment is $0.2 million at December 31, 2024.

The following table provides a reconciliation of the Company’s net income under GAAP to non-GAAP results excluding merger-related expenses, Initial IFH ACL Provision, and the non-recurring equity and debt write-down.

	Fourth Quarter 2024								Third Quarter 2024
(in thousands, except per share data)	Income Before Income Taxes		Income Tax Expense		Net Income		Diluted Earnings per Share		Income Before Income Taxes		Income Tax Expense(Benefit)			Net Income		Diluted Earnings per Share
GAAP Earnings	$	10,776	$	3,243	$	7,533	$	0.45	$	11,499	$	2,827		$	8,672	$	0.62
Add: Merger-Related Expenses		2,615		464		2,151				520		(37	)		557
Add: Non-recurring Equity and Debt Investment Write-Down		2,620		—		2,620				—		—			—
Add: Initial IFH ACL Provision		4,194		1,025		3,169				—		—			—
Non-GAAP Earnings	$	20,205	$	4,732	$	15,473	$	0.92	$	12,019	$	2,790		$	9,229	$	0.66

	Year Ended December 31, 2024
(in thousands, except per share data)	Income Before Income Taxes		Income Tax Expense		Net Income		Diluted Earnings per Share
GAAP Earnings	$	41,832	$	10,860	$	30,972	$	2.11
Add: Merger-Related Expenses		3,930		622		3,308
Add: Non-recurring Equity and Debt Investment Write-Down		2,620		—		2,620
Add: Initial IFH ACL Provision		4,194		1,025		3,169
Non-GAAP Earnings	$	52,576	$	12,507	$	40,069	$	2.73

^{Note: The tax benefit associated with merger-related expenses has been adjusted to reflect the estimated nondeductible portion of the expenses.}

Fourth Quarter 2024 Highlights

Earnings Summary

Net income of $7.5 million, or $0.45 per diluted share, decreased $1.1 million compared to $8.7 million, or $0.62 per diluted share, for the third quarter 2024. Net income of $15.5 million, or $0.92 per diluted share, as adjusted to exclude the impact of merger-related expenses, Initial IFH ACL Provision and a $2.6 million non-recurring equity and debt investment write-down (non-GAAP)⁽¹⁾ for the fourth quarter 2024 compared to $9.2 million, or $0.66 per diluted share, for the third quarter 2024.

Net interest income of $44.3 million increased $6.0 million, or 15.6%, compared to the third quarter 2024.
- Interest income of $61.7 million increased $9.1 million, or 17.3%, over the third quarter 2024, primarily from $7.9 million in portfolio loan interest income, as growth in average balances increased $539.3 million. Interest income from interest-bearing deposits held at other financial institutions increased $0.3 million, as average balances increased $49.1 million to $140.2 million. Interest income included $0.7 million from net purchase accounting amortization.
- Interest expense of $17.4 million increased $3.1 million, or 21.9% over the third quarter 2024 due to increases in time deposits and borrowed funds of $2.7 million and $0.6 million, respectively, offset by a decrease in customer money market deposits of $0.3 million. Average balances increased $367.8 million, $53.5 million and $65.3 million, respectively. Interest expense included $1.4 million from net purchase accounting accretion.
The provision for credit losses was $7.8 million, an increase of $4.1 million from the third quarter 2024, which included the Initial IFH ACL Provision of $4.2 million, $2.4 million from organic commercial portfolio loan growth and $1.2 million from OpenSky provision in the quarter. Net charge-offs totaled $2.4 million, a $0.2 million decrease over the third quarter 2024, including $2.1 million from credit card related loans. At December 31, 2024, the allowance for credit losses to total loans ratio was 1.85%, up 34 basis points from the ratio at September 30, 2024 due to the initial purchase credit deteriorated (“PCD”) credit mark and initial non-PCD ACL provision. Excluding IFH, legacy Capital Bank ACL coverage ratio was 1.44%, a decrease of 7 basis points from the third quarter 2024.

Earnings Summary (Continued)

Noninterest income of $11.9 million increased $5.3 million as compared to the third quarter 2024 primarily due to contributions from the IFH acquisition. Government loan servicing revenue (Windsor) totaled $4.0 million, government lending revenue totaled $2.3 million and loan servicing rights totaled $1.0 million, offset by a non-recurring equity and debt write-down of $2.6 million related to an IFH investment. Other income increased $1.0 million including $0.9 million related to an investment in an SBIC, while credit card fees declined $0.3 million.
Noninterest expense of $37.5 million increased $7.8 million as compared to the third quarter 2024, primarily from the IFH acquisition. Noninterest expense of $34.9 million, excluding merger-related expenses of $2.6 million, increased $5.7 million as compared to the third quarter 2024. Highlights include:
- The fourth quarter 2024 includes $0.3 million of intangible amortization resulting from the transaction.
- Salaries and employee benefits expenses of $16.5 million increased $3.2 million, primarily related to the acquisition of IFH.
- Occupancy and equipment expenses of $3.0 million increased $1.2 million, primarily related to increased contract expense from the IFH acquisition of $0.5 million and software depreciation of $0.4 million.
- Estimated total cost synergies resulting from the acquisition totaled $1.5 million in the fourth quarter 2024, generally consistent with modeled expectations.
Income tax expense of $3.2 million, or 30.1% of pre-tax income for the fourth quarter 2024, increased $0.4 million from $2.8 million, or 24.6% of pre-tax income for the third quarter 2024. The elevated tax rate in the quarter resulted from non-deductibility of an equity and debt write-down along with some merger-related expenses. Excluding merger-related expenses and the non-recurring equity and debt write-down, the effective income tax rate for the fourth quarter 2024 would have been 22.6%.

Balance Sheet

Total assets of $3.2 billion at December 31, 2024 increased $646.1 million, or 25.2% (not annualized), from September 30, 2024. Total assets, including $559.4 million acquired with the IFH acquisition, net of purchase accounting, included gross loans of $373.5 million, loans held for sale of $41.7 million and total deposits of $459.0 million at October 1, 2024.

Cash and cash equivalents of $205.3 million at December 31, 2024 increased $48.6 million from September 30, 2024.
Total portfolio loans of $2.6 billion at December 31, 2024 increased $522.6 million, or 24.8% (not annualized) from September 30, 2024. Total average loans increased $539.3 million quarter over quarter.
- Owner-occupied commercial real estate loans increased $88.6 million, or 25.2% (not annualized) from September 30, 2024.
- The average portfolio loans-to-deposit ratio of 99.27% for the three months ended December 31, 2024 remained stable.
Total deposits of $2.8 billion at December 31, 2024 increased $575.7 million, or 26.3% (not annualized), from September 30, 2024. The increase includes $190.6 million of customer time deposits, $92.8 million of noninterest-bearing deposits primarily related to growth in title company deposit balances, $130.2 million of growth in customer money market deposits and $180.0 million of growth in brokered time deposits, partially offset by a decrease in interest-bearing demand accounts of $27.6 million.
- Insured and protected deposits were approximately $1.6 billion as of December 31, 2024, representing 57.1% of the Company’s deposit portfolio.
- Low and no interest bearing deposits of $1.1 billion, 38.5% of deposits, increased $74.9 million, or 7.6% (not annualized) from September 30, 2024. Average noninterest-bearing deposits of $729.9 million increased $49.2 million, or 7.2% (not annualized), and represented 27.9% of total average deposits at December 31, 2024.
The investment securities portfolio continues to be classified as available-for-sale and had a fair market value of $223.6 million, or 7.0% of total assets, an effective duration of 3.0 years, with U.S. Treasury Securities representing 57% of the overall investment portfolio at December 31, 2024. The accumulated other comprehensive income (loss) on the investment securities portfolio increased $2.9 million during the quarter to ($11.5 million) as of December 31, 2024, which represents 3.2% of total stockholders’ equity. The Company does not have a held-to-maturity investment securities portfolio.
Liquidity
– The Company maintains stable and reliable sources of available borrowings, generally consistent with prior quarter. Sources of available borrowings at December 31, 2024 totaled $803.0 million, including available collateralized lines of credit of $595.7 million, unsecured lines of credit with other banks of $76.0 million and unpledged investment securities available as collateral for potential additional borrowings of $131.4 million.
Capital Positions
– As of December 31, 2024, the Company reported a common equity tier 1 capital ratio of 13.74%, compared to 14.78% at September 30, 2024. At December 31, 2024, the Company and the Bank maintain regulatory capital ratios that exceed all capital adequacy requirements.

Financial Metrics

Net Interest Margin – Net interest margin decreased 54 basis points to 5.87% for the three months ended December 31, 2024, compared to prior quarter. Core net interest margin, as adjusted to exclude the impact of OpenSky^™ credit card loans (non-GAAP)⁽¹⁾, decreased 3 basis points to 4.05% as compared to prior quarter. Net purchase accounting accretion for the fourth quarter 2024 was 9 basis points and 10 basis points for NIM and core NIM, respectively.

The average yield on interest earning assets of 8.17% decreased 62 basis points compared to the prior quarter, including 40 basis points from inclusion of IFH commercial assets. The yield on portfolio loans, as adjusted to exclude the impact of OpenSky^™credit card loans (non-GAAP)⁽¹⁾, of 6.98% for the fourth quarter 2024, decreased 17 basis points, primarily as a consequence of reduced market interest rates.
The total cost of deposits decreased 14 basis points to 2.50% for the fourth quarter 2024 as compared to the prior quarter. The total cost of interest-bearing deposits decreased 46 basis points to 3.46% for the fourth quarter 2024 as compared to the prior quarter.

Efficiency Ratios
– The efficiency ratio was 66.7% for the three months ended December 31, 2024, compared to 66.1% for the three months ended September 30, 2024. The efficiency ratio was 59.3%, as adjusted to exclude the impact of merger-related expenses and a non-recurring equity and debt investment write-down (non-GAAP)⁽¹⁾, for the three months ended December 31, 2024 compared to 64.9% for the three months ended September 30, 2024.

Credit Metrics and Asset Quality – The ratio of allowance for credit losses to total loans equaled 1.85% at December 31, 2024, an increase of 34 basis points from September 20, 2024, which includes a 1.44% ACL coverage ratio for the legacy Capital Bank portfolio, down 7 basis points from 3Q. The additional ACL coverage results from the initial $15.5 million reserve on the $373.5 million IFH loan portfolio. Underlying credit performance and metrics were relatively stable and consistent with prior quarter when excluding the impact of the combination with IFH.

Nonperforming assets increased 34 basis points to 0.94% of total assets at December 31, 2024 as compared to September 30, 2024. Total nonaccrual loans at December 31, 2024 increased $14.8 million to $30.2 million compared to September 30, 2024. At December 31, 2024, special mention loans totaled $60.0 million, or 2.3% of total portfolio loans, as compared to $20.3 million, or 1.0% of total portfolio loans, at September 30, 2024. At December 31, 2024, substandard loans totaled $48.4 million, or 1.8% of total portfolio loans, as compared to $23.8 million, or 1.1% of total portfolio loans, at September 30, 2024.

Performance Ratios – Annualized return on average assets (“ROAA”) and annualized return on average equity (“ROAE”), and ROATCE were 0.96%, 8.50%, and 9.47% respectively, for the three months ended December 31, 2024, compared to 1.42%, 12.59%, and 12.59% respectively, for the three months ended September 30, 2024.

Annualized ROAA, annualized ROAE, and annualized ROATCE were 1.97%, 17.46%, and 19.19% respectively, as adjusted to exclude the impact of merger-related expenses, Initial IFH ACL Provision, and a non-recurring equity and debt investment write-down (non-GAAP)⁽¹⁾, for the three months ended December 31, 2024, compared to 1.51%, 13.40%, and 13.40% respectively, for the three months ended September 30, 2024.

Tangible Book Value – Book value per common share of $21.31 at December 31, 2024 increased $1.19 when compared to September 30, 2024. Tangible book value per common share⁽¹⁾ decreased $1.36, or 6.8%, to $18.77 at December 31, 2024 when compared to September 30, 2024. Tangible book value was impacted by the purchase accounting adjustments made in consequence of the IFH acquisition. The Company did not have goodwill or other intangible assets prior to the fourth quarter 2024. Therefore, tangible book value per share⁽¹⁾ was equal to book value per share for periods prior to the fourth quarter 2024.

Commercial Bank

Continued Portfolio Loan Growth – Gross portfolio loans, excluding OpenSky^™credit card loans, increased $522.9 million, to $2.5 billion, at December 31, 2024 compared to September 30, 2024.

The $522.9 million gross portfolio loan growth includes commercial real estate loans of $156.4 million, residential real estate loans of $64.9 million and commercial and industrial loans of $282.7 million. Historical gross portfolio loan balances are disclosed in the Composition of Loans table within the Historical Financial Highlights.

Net Interest Income – Interest income of $45.2 million increased $9.4 million from prior quarter, driven by loan growth and higher loan yields. Interest expense of $17.1 million increased $3.1 million, driven by an increase in average balances in the fourth quarter 2024.

Credit Metrics – Nonperforming assets, comprised solely of nonaccrual loans, increased 34 basis point to 0.94% of total assets at December 31, 2024 compared to September 30, 2024. Total nonaccrual loans at December 31, 2024 increased to $30.2 million compared to $15.5 million at September 30, 2024 due primarily to the acquisition of IFH.

Classified and Criticized Loans
– At December 31, 2024, special mention loans totaled $60.0 million, or 2.3% of total portfolio loans, as compared to $20.3 million, or 1.0% of total portfolio loans, at September 30, 2024. At December 31, 2024, substandard loans totaled $48.4 million, or 1.8% of total portfolio loans, as compared to $23.8 million, or 1.1% of total portfolio loans, at September 30, 2024.

OpenSky

^™

Revenues
– Total revenue of $19.2 million decreased $0.5 million from the prior quarter. Interest income of $15.5 million decreased $0.2 million from the prior quarter. Average OpenSky^™ credit card loan balances, net of reserves and deferred fees of $121.0 million for the fourth quarter 2024, increased $1.5 million, or 1.3% (not annualized), compared to prior quarter. Noninterest income of $3.7 million decreased $0.4 million as compared to the prior quarter, primarily related to lower annual fee income.

Noninterest Expense – Total noninterest expense of $12.6 million decreased $0.7 million, primarily related to a reduction in quarterly advertising expense.

Loan and Deposit Balances – Loan balances, net of reserves, of $127.8 million at December 31, 2024 increased by $0.7 million, or 0.5%, compared to $127.1 million at September 30, 2024. Corresponding deposit balances of $166.4 million at December 31, 2024 decreased $4.4 million, or 2.6%, compared to $170.8 million at September 30, 2024. Gross unsecured loan balances of $42.4 million at December 31, 2024 increased $2.7 million, or 6.8%, compared to $39.7 million at September 30, 2024. During the fourth quarter 2024, the number of credit card accounts increased by 3,614 to 552,566 from September 30, 2024.

OpenSky
^™
Credit – Portfolio credit metrics continue to be generally consistent with modeled expectations during the fourth quarter 2024. The provision for credit losses of $1.2 million decreased $1.1 million when compared to the prior quarter.

Capital Bank Home Loans

Originations of loans held for sale totaled $90.0 million during the fourth quarter, with $77.4 million of mortgage loans sold resulting in a gain on sale of loans of $1.9 million, representing a 2.45% of gain on sale as a percentage of total loans sold.

Windsor Advantage

Windsor Advantage is a loan service provider that offers community banks and credit unions with a comprehensive outsourced U.S. Small Business Association (“SBA”) 7(a) and U.S. Department of Agriculture (“USDA”) lending platform. Windsor Advantage generates fee income for the Company in connection with its servicing, processing and packaging of such loans for its financial institution clients.

Fee Income – Gross government loan servicing revenue totaled $4.6 million, including $0.5 million of Capital Bank related servicing fees, during the fourth quarter 2024. Windsor’s total servicing portfolio was $2.5 billion at December 31, 2024.

COMPARATIVE FINANCIAL HIGHLIGHTS – Unaudited

	Quarter Ended									4Q24 vs 3Q24					4Q24 vs 4Q23
(in thousands, except per share data)	December 31, 2024			September 30, 2024			December 31, 2023			$ Change			% Change		$ Change			% Change
Earnings Summary
Interest income	$	61,707		$	52,610		$	46,969		$	9,097		17.3	%	$	14,738		31.4	%
Interest expense		17,380			14,256			12,080			3,124		21.9	%		5,300		43.9	%
Net interest income		44,327			38,354			34,889			5,973		15.6	%		9,438		27.1	%
Provision for credit losses		7,828			3,748			2,808			4,080		108.9	%		5,020		178.8	%
Provision for (release of) credit losses on unfunded commitments		122			17			(106	)		105		617.6	%		228		(215.1	)%
Noninterest income		11,913			6,635			5,936			5,278		79.5	%		5,977		100.7	%
Noninterest expense		37,514			29,725			26,907			7,789		26.2	%		10,607		39.4	%
Income before income taxes		10,776			11,499			11,216			(723	)	(6.3	)%		(440	)	(3.9	)%
Income tax expense		3,243			2,827			2,186			416		14.7	%		1,057		48.4	%
Net income	$	7,533		$	8,672		$	9,030		$	(1,139	)	(13.1	)%	$	(1,497	)	(16.6	)%

Pre-tax pre-provision net revenue (“PPNR”) ⁽¹⁾	$	18,726		$	15,264		$	13,918		$	3,462		22.7	%	$	4,808		34.5	%
PPNR, as adjusted⁽¹⁾	$	23,961		$	15,784		$	13,918		$	8,177		51.8	%	$	10,043		72.2	%

Common Share Data
Earnings per share – Basic	$	0.45		$	0.62		$	0.65		$	(0.17	)	(27.4	)%	$	(0.20	)	(30.8	)%
Earnings per share – Diluted	$	0.45		$	0.62		$	0.65		$	(0.17	)	(27.4	)%	$	(0.20	)	(30.8	)%
Earnings per share – Diluted, as adjusted⁽¹⁾	$	0.92		$	0.66		$	0.65		$	0.26		39.4	%	$	0.27		41.5	%
Weighted average common shares – Basic		16,595			13,914			13,897
Weighted average common shares – Diluted		16,729			13,951			13,989

Return Ratios
Return on average assets (annualized)		0.96	%		1.42	%		1.63	%
Return on average assets, as adjusted (annualized)⁽¹⁾		1.97	%		1.51	%		1.63	%
Return on average equity (annualized)		8.50	%		12.59	%		14.44	%
Return on average equity, as adjusted (annualized)⁽¹⁾		17.46	%		13.40	%		14.44	%
Return on average tangible common equity (annualized)⁽¹⁾		9.47	%		12.59	%		14.44	%
Core return on average equity, as adjusted (annualized)⁽¹⁾		17.68	%		13.40	%		14.44	%
Core return on average tangible common equity, as adjusted (annualized)⁽¹⁾		19.19	%		13.40	%		14.44	%

______________
⁽¹⁾Refer to Appendix for reconciliation of non-GAAP measures.

COMPARATIVE FINANCIAL HIGHLIGHTS – Unaudited (Continued)

	Year Ended
	December 31,
(in thousands, except per share data)		2024			2023		$ Change			% Change
Earnings Summary
Interest income	$	213,301		$	183,206		$	30,095		16.4	%
Interest expense		58,555			41,680			16,875		40.5	%
Net interest income		154,746			141,526			13,220		9.3	%
Provision for credit losses		17,720			9,610			8,110		84.4	%
Provision for (release of) credit losses on unfunded commitments		385			(101	)		486		(481.2	)%
Noninterest income		31,410			24,975			6,435		25.8	%
Noninterest expense		126,219			110,767			15,452		14.0	%
Income before income taxes		41,832			46,225			(4,393	)	(9.5	)%
Income tax expense		10,860			10,354			506		4.9	%
Net income	$	30,972		$	35,871		$	(4,899	)	(13.7	)%

Pre-tax pre-provision net revenue (“PPNR”) ⁽¹⁾	$	59,937		$	55,734		$	4,203		7.5	%
PPNR, as adjusted⁽¹⁾	$	66,487		$	55,734		$	10,753		19.3	%

Common Share Data
Earnings per share – Basic	$	2.12		$	2.56		$	(0.44	)	(17.2	)%
Earnings per share – Diluted	$	2.11		$	2.55		$	(0.44	)	(17.3	)%
Earnings per share – Diluted, as adjusted⁽¹⁾	$	2.73		$	2.55
Weighted average common shares – Basic		14,584			14,003
Weighted average common shares – Diluted		14,660			14,081

Return Ratios
Return on average assets (annualized)		1.21	%		1.64	%
Return on average assets, as adjusted (annualized)⁽¹⁾		1.57	%		1.64	%
Return on average equity (annualized)		10.78	%		14.91	%
Return on average equity, as adjusted (annualized)⁽¹⁾		13.94	%		14.91	%

______________
⁽¹⁾Refer to Appendix for reconciliation of non-GAAP measures.

COMPARATIVE FINANCIAL HIGHLIGHTS – Unaudited (Continued)

	Quarter Ended							Quarter Ended
	December 31,							September 30,		June 30,		March 31,
(in thousands, except per share data)		2024		2023	% Change				2024		2024		2024
Balance Sheet Highlights
Assets	$	3,206,911	$	2,226,176		44.1	%	$	2,560,788	$	2,438,583	$	2,324,238
Investment securities available-for-sale		223,630		208,329		7.3	%		208,700		207,917		202,254
Mortgage loans held for sale		21,270		7,481		184.3	%		19,554		19,219		10,303
Portfolio loans receivable ⁽²⁾		2,630,163		1,903,288		38.2	%		2,107,522		2,021,588		1,964,525
Allowance for credit losses		48,652		28,610		70.1	%		31,925		30,832		29,350
Deposits		2,761,939		1,895,996		45.7	%		2,186,224		2,100,428		2,005,695
FHLB borrowings		22,000		22,000		—	%		52,000		32,000		22,000
Other borrowed funds		12,062		27,062		(55.4	)%		12,062		12,062		12,062
Total stockholders’ equity		355,139		254,860		39.3	%		280,111		267,854		259,465
Tangible common equity ⁽¹⁾		312,685		254,860		22.7	%		280,111		267,854		259,465

Common shares outstanding		16,662		13,923		19.7	%		13,918		13,910		13,890
Book value per share	$	21.31	$	18.31		16.4	%	$	20.13	$	19.26	$	18.68
Tangible book value per share⁽¹⁾	$	18.77	$	18.31		2.5	%	$	20.13	$	19.26	$	18.68
Dividends per share	$	0.10	$	0.08		25.0	%	$	0.10	$	0.08	$	0.08

______________
⁽¹⁾Refer to Appendix for reconciliation of non-GAAP measures.
⁽²⁾Loans are reflected net of deferred fees and costs.

Consolidated Statements of Income (Unaudited)
	Three Months Ended												Year Ended
(in thousands)	December 31, 2024			September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023			December 31, 2024			December 31, 2023
Interest income
Loans, including fees	$	58,602		$	50,047	$	48,275	$	45,991	$	45,109		$	202,915		$	174,760
Investment securities available-for-sale		1,539			1,343		1,308		1,251		1,083			5,441			4,815
Federal funds sold and other		1,566			1,220		1,032		1,127		777			4,945			3,631
Total interest income		61,707			52,610		50,615		48,369		46,969			213,301			183,206

Interest expense
Deposits		16,385			13,902		13,050		12,833		11,759			56,170			39,625
Borrowed funds		995			354		508		528		321			2,385			2,055
Total interest expense		17,380			14,256		13,558		13,361		12,080			58,555			41,680

Net interest income		44,327			38,354		37,057		35,008		34,889			154,746			141,526
Provision for credit losses		7,828			3,748		3,417		2,727		2,808			17,720			9,610
Provision for (release of) credit losses on unfunded commitments		122			17		104		142		(106	)		385			(101	)
Net interest income after provision for credit losses		36,377			34,589		33,536		32,139		32,187			136,641			132,017
Noninterest income
Service charges on deposits		241			235		200		207		240			883			964
Credit card fees		3,733			4,055		4,330		3,881		3,970			15,999			17,273
Mortgage banking revenue		1,821			1,882		1,990		1,453		1,166			7,146			4,896
Government lending revenue		2,301			—		—		—		—			2,301			—
Government loan servicing revenue		3,993			—		—		—		—			3,993			—
Loan servicing rights (government guaranteed)		1,013			—		—		—		—			1,013			—
Non-recurring equity and debt investment write-down		(2,620	)		—		—		—		—			(2,620	)		—
Other income		1,431			463		370		431		560			2,695			1,842
Total noninterest income		11,913			6,635		6,890		5,972		5,936			31,410			24,975
Noninterest expenses
Salaries and employee benefits		16,513			13,345		13,272		12,907		11,638			56,037			48,754
Occupancy and equipment		2,976			1,791		1,864		1,613		1,573			8,244			5,673
Professional fees		2,150			1,980		1,769		1,947		1,930			7,846			9,270
Data processing		7,210			6,930		6,788		6,761		6,128			27,689			25,686
Advertising		1,032			1,223		2,072		2,032		1,433			6,359			6,161
Loan processing		969			615		476		371		198			2,431			1,633
Foreclosed real estate expenses, net		—			1		—		1		—			2			7
Merger-related expenses		2,615			520		83		712		—			3,930			—
Operational losses		993			1,008		782		931		1,490			3,714			4,613
Other operating		3,056			2,312		2,387		2,212		2,517			9,967			8,970
Total noninterest expenses		37,514			29,725		29,493		29,487		26,907			126,219			110,767
Income before income taxes		10,776			11,499		10,933		8,624		11,216			41,832			46,225
Income tax expense		3,243			2,827		2,728		2,062		2,186			10,860			10,354
Net income	$	7,533		$	8,672	$	8,205	$	6,562	$	9,030		$	30,972		$	35,871

Consolidated Balance Sheets
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(audited)
(in thousands, except share data)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023
Assets
Cash and due from banks	$	25,433		$	23,462		$	19,294		$	12,361		$	14,513
Interest-bearing deposits at other financial institutions		179,841			133,180			117,160			72,787			39,044
Federal funds sold		58			58			57			56			407
Total cash and cash equivalents		205,332			156,700			136,511			85,204			53,964
Investment securities available-for-sale		223,630			208,700			207,917			202,254			208,329
Restricted investments		4,479			5,895			4,930			4,441			4,353
Loans held for sale		21,270			19,554			19,219			10,303			7,481
Portfolio loans receivable, net of deferred fees and costs		2,630,163			2,107,522			2,021,588			1,964,525			1,903,288
Less allowance for credit losses		(48,652	)		(31,925	)		(30,832	)		(29,350	)		(28,610	)
Total portfolio loans held for investment, net		2,581,511			2,075,597			1,990,756			1,935,175			1,874,678
Premises and equipment, net		15,525			5,959			5,551			4,500			5,069
Accrued interest receivable		16,664			12,468			12,162			12,258			11,494
Goodwill		21,126			—			—			—			—
Intangible assets		14,072			—			—			—			—
Loan servicing assets		5,511			—			—			—			—
Deferred tax asset		16,670			10,748			12,150			12,311			12,252
Bank owned life insurance		43,956			38,779			38,414			38,062			37,711
Other assets		37,165			26,388			10,973			19,730			10,845
Total assets	$	3,206,911		$	2,560,788		$	2,438,583		$	2,324,238		$	2,226,176

Liabilities
Deposits
Noninterest-bearing	$	810,928		$	718,120		$	684,574		$	665,812		$	617,373
Interest-bearing		1,951,011			1,468,104			1,415,854			1,339,883			1,278,623
Total deposits		2,761,939			2,186,224			2,100,428			2,005,695			1,895,996
Federal Home Loan Bank advances		22,000			52,000			32,000			22,000			22,000
Other borrowed funds		12,062			12,062			12,062			12,062			27,062
Accrued interest payable		9,393			8,503			6,573			6,009			5,583
Other liabilities		46,378			21,888			19,666			19,007			20,675
Total liabilities		2,851,772			2,280,677			2,170,729			2,064,773			1,971,316

Stockholders’ equity
Common stock		167			139			139			139			139
Additional paid-in capital		128,598			55,585			55,005			54,229			54,473
Retained earnings		237,843			232,995			225,824			218,731			213,345
Accumulated other comprehensive loss		(11,469	)		(8,608	)		(13,114	)		(13,634	)		(13,097	)
Total stockholders’ equity		355,139			280,111			267,854			259,465			254,860
Total liabilities and stockholders’ equity	$	3,206,911		$	2,560,788		$	2,438,583		$	2,324,238		$	2,226,176

The following tables show the average outstanding balance of each principal category of our assets, liabilities and stockholders’ equity, together with the average yields on our assets and the average costs of our liabilities for the periods indicated. Such yields and costs are calculated by dividing the annualized income or expense by the average daily balances of the corresponding assets or liabilities for the same period.

	Three Months Ended December 31, 2024							Three Months Ended September 30, 2024							Three Months Ended December 31, 2023
	Average Outstanding Balance		Interest Income/ Expense		Average Yield/ Rate ⁽¹⁾			Average Outstanding Balance		Interest Income/ Expense		Average Yield/ Rate⁽¹⁾			Average Outstanding Balance		Interest Income/ Expense		Average Yield/ Rate⁽¹⁾
	(in thousands)
Assets
Interest earning assets:
Interest-bearing deposits	$	140,206	$	1,446		4.10	%	$	91,089	$	1,137		4.97	%	$	65,336	$	680		4.13	%
Federal funds sold		58		—		—			57		1		6.98			1,574		21		5.29
Investment securities available-for-sale		236,951		1,539		2.58			221,303		1,343		2.41			223,132		1,083		1.93
Restricted investments		7,292		120		6.55			4,911		82		6.64			4,518		76		6.67
Loans held for sale		25,614		193		3.00			9,967		161		6.43			4,601		83		7.16
Portfolio loans receivable⁽²⁾⁽³⁾		2,592,960		58,409		8.96			2,053,619		49,886		9.66			1,863,298		45,026		9.59
Total interest earning assets		3,003,081		61,707		8.17			2,380,946		52,610		8.79			2,162,459		46,969		8.62
Noninterest earning assets		117,026							56,924							40,020
Total assets	$	3,120,107						$	2,437,870						$	2,202,479

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand accounts	$	257,446		424		0.66		$	228,365		321		0.56		$	195,539		90		0.18
Savings		13,497		20		0.59			4,135		5		0.48			5,184		2		0.15
Money market accounts		763,526		7,131		3.72			698,239		7,442		4.24			680,697		7,139		4.16
Time deposits		847,618		8,810		4.13			479,824		6,134		5.09			380,731		4,528		4.72
Borrowed funds		97,116		995		4.08			43,655		354		3.23			41,823		321		3.05
Total interest-bearing liabilities		1,979,203		17,380		3.49			1,454,218		14,256		3.90			1,303,974		12,080		3.68
Noninterest-bearing liabilities:
Noninterest-bearing liabilities		58,460							28,834							27,529
Noninterest-bearing deposits		729,907							680,731							622,941
Stockholders’ equity		352,537							274,087							248,035
Total liabilities and stockholders’ equity	$	3,120,107						$	2,437,870						$	2,202,479

Net interest spread						4.68	%						4.89	%						4.94	%
Net interest income			$	44,327						$	38,354						$	34,889
Net interest margin⁽⁴⁾						5.87	%						6.41	%						6.40	%

_______________
⁽¹⁾Annualized.
⁽²⁾Includes nonaccrual loans.
⁽³⁾For the three months ended December 31, 2024, September 30, 2024, and December 31, 2023, collectively, portfolio loans yield excluding credit card loans was 6.98%, 7.15% and 6.89%, respectively.
⁽⁴⁾For the three months ended December 31, 2024, September 30, 2024, and December 31, 2023, collectively, credit card loans accounted for 182, 233 and 248 basis points of the reported net interest margin, respectively.

	Year Ended December 31,
		2024							2023
	Average Outstanding Balance		Interest Income/ Expense		Average Yield/ Rate ⁽¹⁾			Average Outstanding Balance		Interest Income/ Expense		Average Yield/ Rate⁽¹⁾
	(in thousands)
Assets
Interest earning assets:
Interest-bearing deposits	$	98,319	$	4,569		4.65	%	$	70,407	$	3,211		4.56	%
Federal funds sold		57		3		5.26			1,597		74		4.63
Investment securities available-for-sale		228,909		5,441		2.38			245,466		4,815		1.96
Restricted investments		5,563		373		6.71			5,016		346		6.90
Loans held for sale		12,121		569		4.69			5,755		382		6.64
Portfolio loans receivable⁽²⁾⁽³⁾		2,142,638		202,346		9.44			1,816,968		174,378		9.60
Total interest earning assets		2,487,607		213,301		8.57			2,145,209		183,206		8.54
Noninterest earning assets		66,442							43,090
Total assets	$	2,554,049						$	2,188,299

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand accounts	$	221,437	$	1,003		0.45	%	$	201,194	$	298		0.15	%
Savings		6,732		27		0.40			5,768		8		0.14
Money market accounts		704,002		28,741		4.08			642,013		23,510		3.66
Time deposits		561,369		26,399		4.70			360,464		15,809		4.39
Borrowed funds		63,686		2,385		3.74			59,302		2,055		3.47
Total interest-bearing liabilities		1,557,226		58,555		3.76			1,268,741		41,680		3.29
Noninterest-bearing liabilities:
Noninterest-bearing liabilities		34,043							24,026
Noninterest-bearing deposits		675,360							655,013
Stockholders’ equity		287,420							240,519
Total liabilities and stockholders’ equity	$	2,554,049						$	2,188,299

Net interest spread						4.81	%						5.25	%
Net interest income			$	154,746						$	141,526
Net interest margin⁽⁴⁾						6.22	%						6.60	%

⁽¹⁾Annualized.
⁽²⁾Includes nonaccrual loans.
⁽³⁾For the years ended December 31, 2024 and 2023, collectively, portfolio loans yield excluding credit card loans was 7.03% and 6.65%, respectively.
⁽⁴⁾For the years ended December 31, 2024 and 2023, collectively, credit card loans accounted for 222 and 264 basis points of the reported net interest margin, respectively.

The Company’s reportable segments represent business units with discrete financial information whose results are regularly reviewed by management. The five segments include Commercial Banking, Capital Bank Home Loans (the Company’s mortgage loan division), OpenSky^™ (the Company’s credit card division), Windsor Advantage and the Corporate Office.

Effective January 1, 2024, the Company allocated certain expenses previously recorded directly to the Commercial Bank segment to the other segments. These expenses are for shared services also consumed by OpenSky^™, CBHL, and Corporate. The Company performs an allocation process based on several metrics the Company believes more accurately ascribe shared service overhead to each segment. The Company believes this reflects the cost of support for each segment that should be considered in assessing segment performance. Historical information has been recast to reflect financial information consistently with the 2024 presentation.

The following schedule presents financial information for the periods indicated. Total assets are presented as of December 31, 2024, September 30, 2024, and December 31, 2023.

Segments
For the three months ended December 31, 2024
(in thousands)	Commercial Bank			CBHL			OpenSky ^™		Windsor Advantage		Corporate ⁽²⁾			Eliminations			Consolidated
Interest income	$	45,195		$	192		$	15,454	$	—	$	874		$	(8	)	$	61,707
Interest expense		17,086			131			—		—		171			(8	)		17,380
Net interest income		28,109			61			15,454		—		703			—			44,327
Provision for credit losses		6,651			—			1,177		—		—			—			7,828
Provision for credit losses on unfunded commitments		122			—			—		—		—			—			122
Net interest income after provision		21,336			61			14,277		—		703			—			36,377
Noninterest income (loss)		4,547			1,676			3,743		4,566		(2,619	)		—			11,913
Noninterest expense⁽¹⁾		16,539			2,377			12,595		2,670		3,333			—			37,514
Net income (loss) before taxes	$	9,344		$	(640	)	$	5,425	$	1,896	$	(5,249	)	$	—		$	10,776

Total assets	$	2,994,356		$	21,691		$	125,913	$	7,922	$	376,930		$	(319,901	)	$	3,206,911

For the three months ended September 30, 2024
(in thousands)	Commercial Bank			CBHL			OpenSky ^™		Windsor Advantage		Corporate ⁽²⁾			Eliminations			Consolidated
Interest income	$	35,805		$	161		$	15,625	$	—	$	1,049		$	(30	)	$	52,610
Interest expense		13,984			108			—		—		194			(30	)		14,256
Net interest income		21,821			53			15,625		—		855			—			38,354
Provision for credit losses		1,453			—			2,294		—		1			—			3,748
Provision for credit losses on unfunded commitments		17			—			—		—		—			—			17
Net interest income after provision		20,351			53			13,331		—		854			—			34,589
Noninterest income		726			1,811			4,096		—		2			—			6,635
Noninterest expense⁽¹⁾		12,422			2,395			13,276		—		1,632			—			29,725
Net income (loss) before taxes	$	8,655		$	(531	)	$	4,151	$	—	$	(776	)	$	—		$	11,499

Total assets	$	2,358,555		$	19,831		$	121,587	$	—	$	300,325		$	(239,510	)	$	2,560,788

For the three months ended December 31, 2023
(in thousands)	Commercial Bank			CBHL			OpenSky ^™		Windsor Advantage		Corporate ⁽²⁾			Eliminations			Consolidated
Interest income	$	30,957		$	83		$	15,035	$	—	$	964		$	(70	)	$	46,969
Interest expense		11,884			31			—		—		235			(70	)		12,080
Net interest income		19,073			52			15,035		—		729			—			34,889
Provision for (release of) credit losses		691			—			2,125		—		(8	)		—			2,808
Release of credit losses on unfunded commitments		(106	)		—			—		—		—			—			(106	)
Net interest income after provision		18,488			52			12,910		—		737			—			32,187
Noninterest income		773			1,166			3,996		—		1			—			5,936
Noninterest expense⁽¹⁾		12,303			1,617			12,669		—		318			—			26,907
Net income (loss) before taxes	$	6,958		$	(399	)	$	4,237	$	—	$	420		$	—		$	11,216

Total assets	$	2,051,945		$	8,589		$	117,477	$	—	$	277,565		$	(229,400	)	$	2,226,176

________________________
⁽¹⁾Noninterest expense includes $6.3 million, $6.2 million, and $5.7 million in data processing expense in OpenSky’s^™ segment for the three months ended December 31, 2024, September 30, 2024, and December 31, 2023, respectively.
⁽²⁾ The Corporate segment invests idle cash in revenue-producing assets including interest-bearing cash accounts, loan participations and other appropriate investments for the Company.

Segments
For the year ended December 31, 2024
(in thousands)	Commercial Bank			CBHL			OpenSky ^™		Windsor Advantage		Corporate ⁽²⁾			Eliminations			Consolidated
Interest income	$	147,464		$	568		$	61,785	$	—	$	3,646		$	(162	)	$	213,301
Interest expense		57,536			363			—		—		818			(162	)		58,555
Net interest income		89,928			205			61,785		—		2,828			—			154,746
Provision for credit losses		10,331			—			7,329		—		60			—			17,720
Provision for credit losses on unfunded commitments		385			—			—		—		—			—			385
Net interest income after provision		79,212			205			54,456		—		2,768			—			136,641
Noninterest income (loss)		6,654			6,684			16,122		4,566		(2,616	)		—			31,410
Noninterest expense⁽¹⁾		53,429			9,377			53,245		2,670		7,498			—			126,219
Net income (loss) before taxes	$	32,437		$	(2,488	)	$	17,333	$	1,896	$	(7,346	)	$	—		$	41,832

Total assets	$	2,994,356		$	21,691		$	125,913	$	7,922	$	376,930		$	(319,901	)	$	3,206,911

For the year ended December 31, 2023
(in thousands)	Commercial Bank			CBHL			OpenSky™		Windsor Advantage		Corporate ⁽²⁾			Eliminations			Consolidated
Interest income	$	116,408		$	382		$	62,476	$	—	$	4,238		$	(298	)	$	183,206
Interest expense		40,896			135			—		—		947			(298	)		41,680
Net interest income		75,512			247			62,476		—		3,291			—			141,526
Provision for credit losses		1,540			—			7,948		—		122			—			9,610
Release of credit losses on unfunded commitments		(101	)		—			—		—		—			—			(101	)
Net interest income after provision		74,073			247			54,528		—		3,169			—			132,017
Noninterest income		2,737			4,909			17,325		—		4			—			24,975
Noninterest expense⁽¹⁾		48,347			8,155			52,752		—		1,513			—			110,767
Net income (loss) before taxes	$	28,463		$	(2,999	)	$	19,101	$	—	$	1,660		$	—		$	46,225

Total assets	$	2,051,945		$	8,589		$	117,477	$	—	$	277,565		$	(229,400	)	$	2,226,176

⁽¹⁾Noninterest expense includes $24.9 million and $23.7 million in data processing expense in OpenSky’s^™ segment for the years ended December 31, 2024 and 2023, respectively.
⁽²⁾ The Corporate segment invests idle cash in revenue-producing assets including interest-bearing cash accounts, loan participations and other appropriate investments for the Company.

HISTORICAL FINANCIAL HIGHLIGHTS – Unaudited
	Quarter Ended
(in thousands, except per share data)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023
Earnings:
Net income	$	7,533		$	8,672		$	8,205		$	6,562		$	9,030
Earnings per common share, diluted		0.45			0.62			0.59			0.47			0.65
Net interest margin		5.87	%		6.41	%		6.46	%		6.24	%		6.40	%
Net interest margin, excluding credit card loans ⁽¹⁾		4.05	%		4.08	%		4.00	%		3.85	%		3.92	%
Return on average assets⁽²⁾		0.96	%		1.42	%		1.40	%		1.15	%		1.63	%
Return on average equity⁽²⁾		8.50	%		12.59	%		12.53	%		10.19	%		14.44	%
Efficiency ratio		66.70	%		66.07	%		67.11	%		71.95	%		65.91	%

Balance Sheet:
Total portfolio loans receivable, net deferred fees	$	2,630,163		$	2,107,522		$	2,021,588		$	1,964,525		$	1,902,643
Total deposits		2,761,939			2,186,224			2,100,428			2,005,695			1,895,996
Total assets		3,206,911			2,560,788			2,438,583			2,324,238			2,226,176
Total stockholders’ equity		355,139			280,111			267,854			259,465			254,860
Total average portfolio loans receivable, net deferred fees		2,592,960			2,053,619			1,992,630			1,927,372			1,863,298
Total average deposits		2,611,994			2,091,294			2,010,736			1,957,559			1,885,092
Portfolio loans-to-deposit ratio (period-end balances)		95.23	%		96.40	%		96.25	%		97.95	%		100.35	%
Portfolio loans-to-deposit ratio (average balances)		99.27	%		98.20	%		99.10	%		98.46	%		98.84	%

Asset Quality Ratios:
Nonperforming assets to total assets		0.94	%		0.60	%		0.58	%		0.62	%		0.72	%
Nonperforming loans to total loans		1.15	%		0.73	%		0.70	%		0.73	%		0.84	%
Net charge-offs to average portfolio loans ⁽²⁾		0.37	%		0.51	%		0.39	%		0.41	%		0.53	%
Allowance for credit losses to total loans		1.85	%		1.51	%		1.53	%		1.49	%		1.50	%
Allowance for credit losses to non-performing loans		160.88	%		206.50	%		219.40	%		204.37	%		178.34	%

Bank Capital Ratios:
Total risk based capital ratio		12.82	%		13.76	%		14.51	%		14.36	%		14.81	%
Tier 1 risk based capital ratio		11.56	%		12.50	%		13.25	%		13.10	%		13.56	%
Leverage ratio		9.12	%		9.84	%		10.36	%		10.29	%		10.51	%
Common equity Tier 1 capital ratio		11.56	%		12.50	%		13.25	%		13.10	%		13.56	%
Tangible common equity		9.31	%		9.12	%		9.53	%		9.66	%		9.91	%
Holding Company Capital Ratios:
Total risk based capital ratio		15.48	%		16.65	%		16.98	%		16.83	%		17.38	%
Tier 1 risk based capital ratio		13.83	%		14.88	%		15.19	%		15.03	%		15.55	%
Leverage ratio		11.07	%		11.85	%		11.93	%		11.87	%		12.14	%
Common equity Tier 1 capital ratio		13.74	%		14.78	%		15.08	%		14.92	%		15.43	%
Tangible common equity		11.07	%		10.94	%		10.98	%		11.16	%		11.45	%

_______________
⁽¹⁾Refer to Appendix for reconciliation of non-GAAP measures.
⁽²⁾Annualized.

HISTORICAL FINANCIAL HIGHLIGHTS – Unaudited (Continued)
	Quarter Ended
(in thousands, except per share data)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023
Composition of Loans:
Commercial real estate, non owner-occupied	$	471,329		$	403,487		$	397,080		$	377,224		$	351,116
Commercial real estate, owner-occupied		440,026			351,462			319,370			330,840			307,911
Residential real estate		688,552			623,684			601,312			577,112			573,104
Construction real estate		321,252			301,909			294,489			290,016			290,108
Commercial and industrial		554,550			271,811			255,686			254,577			239,208
Lender finance		28,574			29,546			33,294			13,484			11,085
Business equity lines of credit		3,090			2,663			2,989			14,768			14,117
Credit card, net of reserve⁽³⁾		127,766			127,098			122,217			111,898			123,331
Other consumer loans		2,089			2,045			1,930			738			950
Portfolio loans receivable	$	2,637,228		$	2,113,705		$	2,028,367		$	1,970,657		$	1,910,930
Deferred origination fees, net		(7,065	)		(6,183	)		(6,779	)		(6,132	)		(7,642	)
Portfolio loans receivable, net	$	2,630,163		$	2,107,522		$	2,021,588		$	1,964,525		$	1,903,288

Composition of Deposits:
Noninterest-bearing	$	810,928		$	718,120		$	684,574		$	665,812		$	617,373
Interest-bearing demand		238,881			266,493			266,070			193,963			199,308
Savings		13,488			3,763			4,270			4,525			5,211
Money markets		816,708			686,526			672,455			678,435			663,129
Customer time deposits		548,901			358,300			317,911			302,319			268,619
Brokered time deposits		333,033			153,022			155,148			160,641			142,356
Total deposits	$	2,761,939		$	2,186,224		$	2,100,428		$	2,005,695		$	1,895,996

Capital Bank Home Loan Metrics:
Origination of loans held for sale	$	89,998		$	74,690		$	82,363		$	52,080		$	45,152
Mortgage loans sold		77,399			67,296			66,417			40,377			34,140
Gain on sale of loans		1,897			1,644			1,732			1,238			1,015
Purchase volume as a % of originations		90.42	%		90.98	%		96.48	%		97.83	%		89.99	%
Gain on sale as a % of loans sold⁽⁴⁾		2.45	%		2.44	%		2.61	%		3.07	%		2.97	%
Mortgage commissions	$	620		$	598		$	582		$	490		$	465

OpenSk y ^™ Portfolio Metrics:
Open customer accounts		552,566			548,952			537,734			526,950			525,314
Secured credit card loans, gross	$	87,226		$	89,641		$	90,961		$	85,663		$	95,300
Unsecured credit card loans, gross		42,430			39,730			33,560			28,508			30,817
Noninterest secured credit card deposits		166,355			170,750			173,499			171,771			173,857

_______________
⁽³⁾Credit card loans are presented net of reserve for interest and fees.
⁽⁴⁾Gain on sale percentage is calculated as gain on sale of loans divided by mortgage loans sold.

Appendix

Reconciliation of Non-GAAP Measures

The Company has presented the following non-GAAP (U.S. Generally Accepted Accounting Principles) financial measures because it believes that these measures provide useful and comparative information to assess trends in the Company’s results of operations and financial condition. Presentation of these non-GAAP financial measures is consistent with how the Company evaluates its performance internally and these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Company’s industry. Investors should recognize that the Company’s presentation of these non-GAAP financial measures might not be comparable to similarly-titled measures of other companies. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures and the Company strongly encourages a review of its condensed consolidated financial statements in their entirety.

Earnings Metrics, as Adjusted	Quarter Ended
(in thousands, except per share data)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Net Income	$	7,533		$	8,672		$	8,205		$	6,562		$	9,030
Add: Merger-Related Expenses, net of tax		2,151			557			62			538			—
Add: Non-recurring equity and debt investment write-down		2,620			—			—			—			—
Add: IFH ACL Provision, net of tax		3,169			—			—			—			—
Net Income, as Adjusted	$	15,473		$	9,229		$	8,267		$	7,100		$	9,030

Weighted Average Common Shares – Diluted		16,729			13,951			13,895			13,919			13,989
Earnings per Share – Diluted	$	0.45		$	0.62		$	0.59		$	0.47		$	0.65
Earnings per Share – Diluted, as Adjusted	$	0.92		$	0.66		$	0.59		$	0.51		$	0.65

Average Assets	$	3,120,107		$	2,437,870		$	2,353,868		$	2,299,234		$	2,202,479
Return on Average Assets ⁽¹⁾		0.96	%		1.42	%		1.40	%		1.15	%		1.63	%
Return on Average Assets, as Adjusted ⁽¹⁾		1.97	%		1.51	%		1.41	%		1.24	%		1.63	%

Average Equity	$	352,537		$	274,087		$	263,425		$	258,892		$	248,035
Return on Average Equity ⁽¹⁾		8.50	%		12.59	%		12.53	%		10.19	%		14.44	%
Return on Average Equity, as Adjusted ⁽¹⁾		17.46	%		13.40	%		12.62	%		11.03	%		14.44	%

Net Interest Income (a)	$	44,327		$	38,354		$	37,057		$	35,008		$	34,889
Noninterest Income		11,913			6,635			6,890			5,972			5,936
Total Revenue	$	56,240		$	44,989		$	43,947		$	40,980		$	40,825
Noninterest Expense	$	37,514		$	29,725		$	29,493		$	29,487		$	26,907
Efficiency Ratio ⁽²⁾		66.70	%		66.07	%		67.11	%		71.95	%		65.91	%

Noninterest Income	$	11,913		$	6,635		$	6,890		$	5,972		$	5,936
Add: Non-recurring equity and debt investment write-down		2,620			—			—			—			—
Noninterest Income, as Adjusted (b)	$	14,533		$	6,635		$	6,890		$	5,972		$	5,936
Total Revenue, as Adjusted (a) + (b)	$	58,860		$	44,989		$	43,947		$	40,980		$	40,825

Noninterest Expense	$	37,514		$	29,725		$	29,493		$	29,487		$	26,907
Less: Merger-Related Expenses		2,615			520			83			712			—
Noninterest Expense, as Adjusted	$	34,899		$	29,205		$	29,410		$	28,775		$	26,907
Efficiency Ratio, as Adjusted ⁽²⁾		59.29	%		64.92	%		66.92	%		70.22	%		65.91	%

_______________
⁽¹⁾Annualized.
⁽²⁾The efficiency ratio is calculated by dividing noninterest expense by total revenue (net interest income plus noninterest income).

Earnings Metrics, as Adjusted	Year Ended
(in thousands, except per share data)	December 31, 2024			December 31, 2023

Net Income	$	30,972		$	35,871
Add: Merger-Related Expenses, net of tax		3,308			—
Add: Non-recurring equity and debt investment write-down		2,620			—
Add: IFH ACL Provision, net of tax		3,169			—
Net Income, as Adjusted	$	40,069		$	35,871

Weighted average common shares – Diluted		14,660			14,081
Earnings per share – Diluted	$	2.11		$	2.55
Earnings per share – Diluted, as Adjusted	$	2.73		$	2.55

Average Assets	$	2,554,049		$	2,188,299
Return on Average Assets ⁽¹⁾		1.21	%		1.64	%
Return on Average Assets, as Adjusted ⁽¹⁾		1.57	%		1.64	%

Average Equity	$	287,420		$	240,519
Return on Average Equity ⁽¹⁾		10.78	%		14.91	%
Return on Average Equity, as Adjusted ⁽¹⁾		13.94	%		14.91	%

Net Interest Income (a)	$	154,746		$	141,526
Noninterest Income		31,410			24,975
Total Revenue	$	186,156		$	166,501
Noninterest Expense	$	126,219		$	110,767
Efficiency Ratio ⁽²⁾		67.80	%		66.53	%

Noninterest Income	$	31,410		$	24,975
Add: Non-recurring equity and debt investment write-down		2,620			—
Noninterest Income, as Adjusted (b)	$	34,030		$	24,975
Total Revenue, as Adjusted (a) + (b)	$	188,776		$	166,501

Noninterest Expense	$	126,219		$	110,767
Less: Merger-Related Expenses		3,930			—
Noninterest Expense, as Adjusted	$	122,289		$	110,767
Efficiency Ratio, as Adjusted ⁽²⁾		64.78	%		66.53	%

_______________
⁽¹⁾Annualized.
⁽²⁾The efficiency ratio is calculated by dividing noninterest expense by total revenue (net interest income plus noninterest income).

Net Interest Margin, as Adjusted	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Net Interest Income	$	44,327		$	38,354		$	37,057		$	35,008		$	34,889
Less: Credit Card Loan Income		15,022			15,137			15,205			14,457			14,677
Net Interest Income, as Adjusted	$	29,305		$	23,217		$	21,852		$	20,551		$	20,212
Average Interest Earning Assets		3,003,081			2,380,946			2,307,070			2,254,663			2,162,459
Less: Average Credit Card Loans		120,993			119,458			111,288			110,483			114,551
Total Average Interest Earning Assets, as Adjusted	$	2,882,088		$	2,261,488		$	2,195,782		$	2,144,180		$	2,047,908
Net Interest Margin, as Adjusted		4.05	%		4.08	%		4.00	%		3.85	%		3.92	%


Net Interest Margin, as Adjusted	Year Ended
(in thousands)	December 31, 2024			December 31, 2023

Net Interest Income	$	154,746		$	141,526
Less: Credit Card Loan Income		59,821			61,096
Net Interest Income, as Adjusted	$	94,925		$	80,430
Average Interest Earning Assets		2,487,607			2,145,209
Less: Average Credit Card Loans		115,581			114,450
Total Average Interest Earning Assets, as Adjusted	$	2,372,026		$	2,030,759
Net Interest Margin, as Adjusted		4.00	%		3.96	%

Portfolio Loans Receivable Yield, as Adjusted	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Portfolio Loans Receivable Interest Income	$	58,409		$	49,886		$	48,143		$	45,908		$	45,026
Less: Credit Card Loan Income		15,022			15,137			15,205			14,457			14,677
Portfolio Loans Receivable Interest Income, as Adjusted	$	43,387		$	34,749		$	32,938		$	31,451		$	30,349
Average Portfolio Loans Receivable		2,592,960			2,053,619			1,992,630			1,927,372			1,863,298
Less: Average Credit Card Loans		120,993			119,458			111,288			110,483			114,551
Total Average Portfolio Loans Receivable, as Adjusted	$	2,471,967		$	1,934,161		$	1,881,342		$	1,816,889		$	1,748,747
Portfolio Loans Receivable Yield, as Adjusted		6.98	%		7.15	%		7.04	%		6.96	%		6.89	%


Portfolio Loans Receivable Yield, as Adjusted	Year Ended
(in thousands)	December 31, 2024			December 31, 2023

Portfolio Loans Receivable Interest Income	$	202,346		$	174,378
Less: Credit Card Loan Income		59,821			61,096
Portfolio Loans Receivable Interest Income, as Adjusted	$	142,525		$	113,282
Average Portfolio Loans Receivable		2,142,638			1,816,968
Less: Average Credit Card Loans		115,581			114,450
Total Average Portfolio Loans Receivable, as Adjusted	$	2,027,057		$	1,702,518
Portfolio Loans Receivable Yield, as Adjusted		7.03	%		6.65	%

Pre-tax, Pre-Provision Net Revenue (“PPNR”)	Quarter Ended
(in thousands)	December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023

Net Income	$	7,533	$	8,672	$	8,205	$	6,562	$	9,030
Add: Income Tax Expense		3,243		2,827		2,728		2,062		2,186
Add: Provision for Credit Losses		7,828		3,748		3,417		2,727		2,808
Add: Provision for (Release of) Credit Losses on Unfunded Commitments		122		17		104		142		(106	)
Pre-tax, Pre-Provision Net Revenue (“PPNR”)	$	18,726	$	15,264	$	14,454	$	11,493	$	13,918


Pre-tax, Pre-Provision Net Revenue (“PPNR”)	Year Ended
(in thousands)	December 31, 2024		December 31, 2023

Net Income	$	30,972	$	35,871
Add: Income Tax Expense		10,860		10,354
Add: Provision for Credit Losses		17,720		9,610
Add: Provision for (Release of) Credit Losses on Unfunded Commitments		385		(101	)
Pre-tax, Pre-Provision Net Revenue (“PPNR”)	$	59,937	$	55,734

PPNR, as Adjusted	Quarter Ended
(in thousands)	December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023

Net Income	$	7,533	$	8,672	$	8,205	$	6,562	$	9,030
Add: Income Tax Expense		3,243		2,827		2,728		2,062		2,186
Add: Provision for Credit Losses		7,828		3,748		3,417		2,727		2,808
Add: Provision for (Release of) Credit Losses on Unfunded Commitments		122		17		104		142		(106	)
Add: Merger-Related Expenses		2,615		520		83		712		—
Add: Non-recurring equity and debt investment write-down		2,620		—		—		—		—
PPNR, as Adjusted	$	23,961	$	15,784	$	14,537	$	12,205	$	13,918


PPNR, as Adjusted	Year Ended
(in thousands)	December 31, 2024		December 31, 2023

Net Income	$	30,972	$	35,871
Add: Income Tax Expense		10,860		10,354
Add: Provision for Credit Losses		17,720		9,610
Add: Provision for (Release of) Credit Losses on Unfunded Commitments		385		(101	)
Add: Merger-Related Expenses		3,930		—
Add: Non-recurring equity and debt investment write-down		2,620		—
PPNR, as Adjusted	$	66,487	$	55,734

Allowance for Credit Losses to Total Portfolio Loans	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Allowance for Credit Losses	$	48,652		$	31,925		$	30,832		$	29,350		$	28,610
Total Portfolio Loans		2,630,163			2,107,522			2,021,588			1,964,525			1,903,288
Allowance for Credit Losses to Total Portfolio Loans		1.85	%		1.51	%		1.53	%		1.49	%		1.50	%

Nonperforming Assets to Total Assets	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Total Nonperforming Assets	$	30,241		$	15,460		$	14,053		$	14,361		$	16,042
Total Assets		3,206,911			2,560,788			2,438,583			2,324,238			2,226,176
Nonperforming Assets to Total Assets		0.94	%		0.60	%		0.58	%		0.62	%		0.72	%

Nonperforming Loans to Total Portfolio Loans	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Total Nonperforming Loans	$	30,241		$	15,460		$	14,053		$	14,361		$	16,042
Total Portfolio Loans		2,630,163			2,107,522			2,021,588			1,964,525			1,903,288
Nonperforming Loans to Total Portfolio Loans		1.15	%		0.73	%		0.70	%		0.73	%		0.84	%

Net Charge-Offs to Average Portfolio Loans	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Total Net Charge-Offs	$	2,427		$	2,655		$	1,935		$	1,987		$	2,477
Total Average Portfolio Loans		2,592,960			2,053,619			1,992,630			1,927,372			1,863,298
Net Charge-Offs to Average Portfolio Loans, Annualized		0.37	%		0.51	%		0.39	%		0.41	%		0.53	%

Net Charge-offs to Average Portfolio Loans	Year Ended
(in thousands)	December 31, 2024			December 31, 2023

Total Net Charge-Offs	$	9,004		$	8,473
Total Average Portfolio Loans		2,142,638			1,816,968
Net Charge-Offs to Average Portfolio Loans, Annualized		0.42	%		0.47	%

Tangible Book Value per Share	Quarter Ended
(in thousands, except share and per share data)	December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023

Total Stockholders’ Equity	$	355,139	$	280,111	$	267,854	$	259,465	$	254,860
Less: Preferred Equity		—		—		—		—		—
Less: Intangible Assets		42,454		—		—		—		—
Tangible Common Equity	$	312,685	$	280,111	$	267,854	$	259,465	$	254,860
Period End Shares Outstanding		16,662,405		13,917,891		13,910,467		13,889,563		13,922,532
Tangible Book Value per Share	$	18.77	$	20.13	$	19.26	$	18.68	$	18.31

Return on Average Tangible Common Equity	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Net Income	$	7,533		$	8,672		$	8,205		$	6,562		$	9,030
Add: Intangible Amortization, Net of Tax		198			—			—			—			—
Net Tangible Income	$	7,731		$	8,672		$	8,205		$	6,562		$	9,030
Average Equity		352,537			274,087			263,425			258,892			248,035
Less: Average Intangible Assets		27,653			—			—			—			—
Net Average Tangible Common Equity	$	324,884		$	274,087		$	263,425		$	258,892		$	248,035
Return on Average Equity		8.50	%		12.59	%		12.53	%		10.19	%		14.44	%
Return on Average Tangible Common Equity		9.47	%		12.59	%		12.53	%		10.19	%		14.44	%

Core Return on Average Tangible Common Equity	Quarter Ended
(in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023

Net Income, as Adjusted	$	15,473		$	9,229		$	8,267		$	7,100		$	9,030
Add: Intangible Amortization, Net of Tax		198			—			—			—			—
Net Tangible Income, as Adjusted	$	15,671		$	9,229		$	8,267		$	7,100		$	9,030
Core Return on Average Equity, as Adjusted		17.68	%		13.40	%		12.62	%		11.03	%		14.44	%
Core Return on Average Tangible Common Equity, as Adjusted		19.19	%		13.40	%		12.62	%		11.03	%		14.44	%

ABOUT CAPITAL BANCORP, INC.

Capital Bancorp, Inc., Rockville, Maryland is a registered bank holding company incorporated under the laws of Maryland. Capital Bancorp has been providing financial services since 1999 and now operates bank branches in six locations in the greater Washington, D.C. and Baltimore, Maryland markets, one bank branch in Fort Lauderdale, Florida and one bank branch in Chicago, Illinois. Capital Bancorp had assets of approximately $3.2 billion at December 31, 2024 and its common stock is traded in the NASDAQ Global Market under the symbol “CBNK.” More information can be found at the Company’s website www.CapitalBankMD.com under its investor relations page.

FORWARD-LOOKING STATEMENTS

This earnings release contains forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. Any statements about our management’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “optimistic,” “intends” and similar words or phrases. Any or all of the forward-looking statements in this earnings release may turn out to be inaccurate. The inclusion of forward-looking information in this earnings release should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Our actual results could differ materially from those anticipated in such forward-looking statements. Accordingly, we caution you that any such forward-looking statements are not a guarantee of future performance and that actual results may prove to be materially different from the results expressed or implied by the forward-looking statements due to a number of factors. For details on some of the factors that could affect these expectations, see risk factors and other cautionary language included in the Company’s Annual Report on Form 10-K and other periodic and current reports filed with the Securities and Exchange Commission.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: changes in general economic, political, or industry conditions; geopolitical concerns, including the ongoing wars in Ukraine and in the Middle East; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Board of Governors of the Federal Reserve System; inflation/deflation, interest rate, market, and monetary fluctuations; volatility and disruptions in global capital and credit markets; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services; the impact of changes in financial services policies, laws, and regulations, including those concerning taxes, banking, securities, and insurance, and the application thereof by regulatory bodies; cybersecurity threats and the cost of defending against them, including the costs of compliance with potential legislation to combat cybersecurity at a state, national, or global level; climate change, including any enhanced regulatory, compliance, credit and reputational risks and costs; the expected cost savings, synergies and other financial benefits from the acquisition of IFH or any other acquisition the Company has made or may make might not be realized within the expected time frames or at all; the effect of acquisitions we have made or may make, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions, and/or the failure to effectively integrate an acquisition target into our operations; and other factors that may affect our future results.

These forward-looking statements are made as of the date of this communication, and the Company does not intend, and assumes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by law.

FINANCIAL CONTACT: Dominic Canuso (301) 468-8848 x1403

MEDIA CONTACT: Ed Barry (240) 283-1912

WEB SITE: www.CapitalBankMD.com

January 27, 2025 4:34 pm

Talen Energy, Other Parties Reach Reliability Must Run Settlement Agreement for Brandon Shores and H.A. Wagner Power Plants

Agreement maintains critical infrastructure, reliable electricity in Baltimore and protects Maryland consumer rates.

HOUSTON, Jan. 27, 2025 (GLOBE NEWSWIRE) — Talen Energy Corporation (“Talen”) (NASDAQ: TLN) announced today that it, PJM Interconnection, L.L.C. (“PJM”), and a broad coalition of the Maryland Public Service Commission, Maryland customers, electric utilities, and Sierra Club have agreed on the terms by which Talen will operate its Brandon Shores and H.A. Wagner power plants until May 31, 2029, beyond their scheduled May 31, 2025 retirement dates. The agreement, colloquially called a “reliability-must-run” or “RMR” agreement, is intended to provide the power necessary to maintain grid and transmission reliability in and around the City of Baltimore until necessary transmission upgrades to provide reliable power to the area from other sources are complete.

The settlement, which must be approved by FERC and may be contested by the PJM Independent Market Monitor, will provide fixed payments to Talen at $312/MW-day ($145 million annually) and $137/MW-day ($35 million annually) to operate Brandon Shores and H.A. Wagner, respectively. These figures include a $5 million performance incentive for Brandon Shores and a $2.5 million performance incentive for H.A. Wagner. The settlement will separately reimburse Talen for fuel costs and variable operations and maintenance expenses.

Several recent FERC proceedings related to future PJM base residual capacity auction parameters include questions about how to treat RMR generation resources in the capacity markets. Under the terms of the settlement, Brandon Shores and H.A. Wagner will not be considered capacity resources and will not have separate capacity obligations or be subject to capacity performance penalties. The settling parties have, however, agreed that PJM will consider the Brandon Shores and H.A. Wagner plants to be part of the capacity market supply stack. The “offer” price for the plants in upcoming auctions will depend on the outcome of PJM’s pending Section 205 proceeding, which proposes to include RMR resources administratively in supply as price-takers.

“This RMR agreement is an important milestone in the collective efforts of PJM, Talen, the Maryland Public Service Commission, and other representatives of Maryland consumers to ensure the reliable supply of electricity to the people of Baltimore and its surrounding area,” said Mac McFarland, President and Chief Executive Officer of Talen. “Talen is pleased to do its part to help provide critical infrastructure with an RMR structure that simultaneously creates reliable electricity in Baltimore and protects Maryland consumer rates.”

About Talen

Talen Energy (NASDAQ: TLN) is a leading independent power producer and energy infrastructure company dedicated to powering the future. We own and operate approximately 10.7 gigawatts of power infrastructure in the United States, including 2.2 gigawatts of nuclear power and a significant dispatchable fossil fleet. We produce and sell electricity, capacity, and ancillary services into wholesale U.S. power markets, with our generation fleet principally located in the Mid-Atlantic and Montana. Our team is committed to generating power safely and reliably, delivering the most value per megawatt produced and driving the energy transition. Talen is also powering the digital infrastructure revolution. We are well-positioned to capture this significant growth opportunity, as data centers serving artificial intelligence increasingly demand more reliable, clean power. Talen is headquartered in Houston, Texas. For more information, visit https://www.talenenergy.com/.

Investor Relations:

Ellen Liu
Senior Director, Investor Relations
[email protected]

Media:

Taryne Williams
Director, Corporate Communications
[email protected]

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this communication, or incorporated by reference into this communication, are forward-looking statements. Throughout this communication, we have attempted to identify forward-looking statements by using words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecasts,” “goal,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” or other forms of these words or similar words or expressions or the negative thereof, although not all forward-looking statements contain these terms. Forward-looking statements address future events and conditions concerning, among other things capital expenditures, earnings, litigation, regulatory matters, hedging, liquidity and capital resources and accounting matters. Forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, results of operations or performance to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this communication. All of our forward-looking statements include assumptions underlying or relating to such statements that may cause actual results to differ materially from expectations, and are subject to numerous factors that present considerable risks and uncertainties.

January 27, 2025 4:34 pm

BRODSKY & SMITH SHAREHOLDER UPDATE: Notifying Investors of the Following Investigations: Logility Supply Chain Solutions, Inc. (Nasdaq – LGTY), Enfusion, Inc. (NYSE – ENFN), Intra-Cellular Therapies, Inc. (Nasdaq – ITCI), Shutterstock, Inc. (NYSE – SSTK)

BALA CYNWYD, Pa., Jan. 27, 2025 (GLOBE NEWSWIRE) — Brodsky & Smith reminds investors of the following investigations. If you own shares and wish to discuss the investigation, contact Jason Brodsky ([email protected]) or Marc Ackerman ([email protected]) at 855-576-4847. There is no cost or financial obligation to you.

Enfusion, Inc. (NYSE – ENFN)

Under the terms of the agreement, Enfusion will be acquired by Clearwater Analytics (“Clearwater”) (NYSE – CWAN) for $11.25 per share in cash in a deal worth approximately $1.5 billion. The investigation concerns whether the Enfusion Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether the Company’s shareholders are receiving fair value for their shares.

Additional information can be found at https://www.brodskysmith.com/cases/enfusion-inc-nyse-enfn/.

Intra-Cellular Therapies, Inc. (Nasdaq – ITCI)

Under the terms of the Merger Agreement, ITCI will be acquired by Johnson & Johnson (NYSE – JNJ) for $132.00 per share in cash for a total equity value of approximately $14.6 billion. The investigation concerns whether the ITCI Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether the Company’s shareholders are receiving fair value for their shares.

Additional information can be found at https://www.brodskysmith.com/cases/intra-cellular-therapies-inc-nasdaq-itci/.

Shutterstock, Inc. (NYSE – SSTK)

Under the terms of the agreement, Shutterstock will be acquired by Getty Images Holdings, Inc. (NYSE – GETY). As a result of the transaction, Shutterstock shareholders will own approximately 45.3% of the combined company. The investigation concerns whether the Shutterstock Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including the dilution of the Company’s shareholders in the combined company.

Additional information can be found at https://www.brodskysmith.com/cases/shutterstock-inc-nyse-sstk/.

Logility Supply Chain Solutions, Inc. (Nasdaq – LGTY)

Under the terms of the agreement, Logility will be acquired by Aptean for $14.30 per share in cash. The investigation concerns whether the Logility Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether the Company’s shareholders are receiving fair value for their shares.

Additional information can be found at https://www.brodskysmith.com/cases/logility-supply-chain-solutions-inc-nasdaq-lgty/.

Brodsky & Smith is a litigation law firm with extensive expertise representing shareholders throughout the nation in securities and class action lawsuits. The attorneys at Brodsky & Smith have been appointed by numerous courts throughout the country to serve as lead counsel in class actions and have successfully recovered millions of dollars for our clients and shareholders. Attorney advertising. Prior results do not guarantee a similar outcome.

January 27, 2025 4:33 pm

ELS REPORTS FOURTH QUARTER RESULTS

PR Newswire

Continued Strong Performance

Provides 2025 Guidance and Increases Annual Dividend

CHICAGO
, Jan. 27, 2025 /PRNewswire/ — Equity LifeStyle Properties, Inc. (NYSE: ELS) (referred to herein as “we,” “us,” and “our”) today announced results for the quarter and year ended December 31, 2024. All per share results are reported on a fully diluted basis unless otherwise noted.


FINANCIAL RESULTS
*($ in millions, except per share data)*	Quarters Ended December 31,
	2024	2023	$ Change	% Change ⁽¹⁾
Net Income per Common Share	$ 0.50	$ 0.49	$ 0.01	1.9 %
Funds from Operations (“FFO”) per Common Share and OP Unit	$ 0.76	$ 0.76	$ —	0.7 %
Normalized Funds from Operations (“Normalized FFO”) per Common Share and OP Unit	$ 0.76	$ 0.71	$ 0.05	6.9 %

	Years Ended December 31,
	2024	2023	$ Change	% Change ⁽¹⁾
Net Income per Common Share	$ 1.96	$ 1.69	$ 0.27	16.0 %
FFO per Common Share and OP Unit	$ 3.03	$ 2.77	$ 0.26	9.5 %
Normalized FFO per Common Share and OP Unit	$ 2.91	$ 2.75	$ 0.16	5.9 %

_____________________

1. Calculations prepared using actual results without rounding.

2025 Dividends

Our Board of Directors has approved setting the annual dividend rate for 2025 at $2.06 per share of Common Stock, an increase of 7.9%, or $0.15, over the current $1.91 per share of Common Stock for 2024. Our Board of Directors, in its sole discretion, will determine the amount of each quarterly dividend in advance of payment.

Business Updates

Pages 1 and 2 of this Earnings Release and Supplemental Financial Information provide an update on operations and 2025 guidance.

About Equity LifeStyle Properties

We are a self-administered, self-managed real estate investment trust (“REIT”) with headquarters in Chicago. As of January 27, 2025, we own or have an interest in 452 properties in 35 states and British Columbia consisting of 173,201 sites.

For additional information, please contact our Investor Relations Department at (800) 247-5279 or at [email protected].

Conference Call

A live audio webcast of our conference call discussing these results will take place tomorrow, Tuesday, January 28, 2025, at 10:00 a.m. Central Time. Please visit the Investor Relations section at www.equitylifestyleproperties.com for the link. A replay of the webcast will be available for two weeks at this site.

Forward-Looking Statements

In addition to historical information, this press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used, words such as “anticipate,” “expect,” “believe,” “project,” “estimate,” “guidance,” “intend,” “may be” and “will be” and similar words or phrases, or the negative thereof, unless the context requires otherwise, are intended to identify forward-looking statements and may include, without limitation, information regarding our expectations, goals or intentions regarding the future, and the expected effect of our acquisitions. Forward-looking statements, including our guidance concerning Net Income, FFO and Normalized FFO per share data, and certain growth rates, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in a forward-looking statement due to a number of factors, which include, but are not limited to the following: (i) the mix of site usage within the portfolio; (ii) yield management on our short-term resort and marina sites; (iii) scheduled or implemented rate increases on community, resort and marina sites; (iv) scheduled or implemented rate increases in annual payments under membership subscriptions; (v) occupancy changes; (vi) our ability to attract and retain membership customers; (vii) change in customer demand regarding travel and outdoor vacation destinations; (viii) our ability to manage expenses in an inflationary environment; (ix) changes in debt service and interest rates; (x) our ability to integrate and operate recent acquisitions in accordance with our estimates; (xi) our ability to execute expansion/development opportunities in the face of supply chain delays/shortages; (xii) completion of pending transactions in their entirety and on assumed schedule; (xiii) our ability to attract and retain property employees, particularly seasonal employees; (xiv) ongoing legal matters and related fees; (xv) costs to clean up and restore property operations and potential revenue losses following storms or other unplanned events; and (xvi) the potential impact of material weaknesses, if any, in our internal control over financial reporting. For further information on these and other factors that could impact us and the statements contained herein, refer to our filings with the Securities and Exchange Commission, including the “Risk Factors” and “Forward-Looking Statements” sections in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. These forward-looking statements are based on management’s present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

Supplemental Financial Information

Operations and Financial Update

Net income per Common Share was $1.96, for the year ended December 31, 2024, 16.0% higher than the year ended December 31, 2023.
FFO per Common Share was $3.03 for the year ended December 31, 2024, 9.5% higher than the year ended December 31, 2023.
Normalized FFO per Common Share was $2.91 for the year ended December 31, 2024, 5.9% higher than the year ended December 31, 2023.
Added 736 expansion sites during the year ended December 31, 2024.
New home sales of 756 for the year ended December 31, 2024.
During the year ended December 31, 2024, we closed on a modification of our $500 million unsecured line of credit to extend the maturity date to July 18, 2028. All other material terms, including interest rate terms, remained the same.
During the year ended December 31, 2024, we sold approximately 4.5 million shares of our common stock at a price of $70.00 per Common Share from our prior at-the-market (“ATM”) equity offering program.
During the year ended December 31, 2024, we entered into our current ATM equity offering program with an aggregate offering price of up to $700.0 million.

Core Portfolio

Core portfolio generated growth of 6.5% in income from property operations, excluding property management, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Core MH base rental income increased by 6.1% during the year ended December 31, 2024, compared to the year ended December 31, 2023.
Manufactured home owners within our Core portfolio increased by 379 to 67,002 as of December 31, 2024, compared to 66,623 as of December 31, 2023.
Core RV and marina base rental income for the year ended December 31, 2024 increased by 3.0%, compared to the year ended December 31, 2023.
Core Annual RV and marina base rental income for the year ended December 31, 2024 increased by $18.2 million, or 6.5%, compared to the year ended December 31, 2023.
Core property operating expenses for the year ended December 31, 2024 increased by $14.8 million, or 2.6%, compared to the year ended December 31, 2023.

Storm Events

During the fourth quarter, as it relates to Hurricane Milton, we have continued clean up efforts at impacted properties. We accrued approximately $3.6 million of expenses related to debris removal and cleanup, and we recorded an insurance recovery accrual of $3.4 million to offset the expenses incurred at certain MH and RV properties. After assessing the condition of the properties affected by the storm, we recorded a $0.7 million reduction, net of insurance recovery accruals, to the carrying value of certain assets.

2025 Guidance Update ⁽¹⁾

*($ in millions, except per share data)*			2025
			First Quarter	Full Year
Net Income per Common Share			$0.54 to $0.60	$1.95 to $2.05
FFO per Common Share and OP Unit			$0.80 to $0.86	$3.01 to $3.11
Normalized FFO per Common Share and OP Unit			$0.80 to $0.86	$3.01 to $3.11

	2024 Actual		2025 Growth Rates
Core Portfolio:	First Quarter	Full Year	First Quarter	Full Year
MH base rental income	$ 174.9	$ 709.4	5.5% to 6.1%	5.2% to 6.2%
RV and marina base rental income ⁽²⁾	$ 115.9	$ 426.9	0.0% to 0.6%	2.7% to 3.7%
Property operating revenues	$ 345.7	$ 1,361.8	2.8% to 3.4%	3.4% to 4.4%
Property operating expenses, excluding property management	$ 139.4	$ 577.6	1.6% to 2.2%	2.0% to 3.0%
Income from property operations, excluding property management	$ 206.3	$ 784.2	3.6% to 4.2%	4.4% to 5.4%

Non-Core Portfolio:			2025 Full Year
Income from property operations, excluding property management			$8.8 to $12.8

Other Guidance Assumptions:			2025 Full Year
Property management and general administrative			$120.0 to $126.0
Other Income and expenses			$29.5 to $35.5
Debt assumptions:
Weighted average debt outstanding			$3,150 to $3,350
Interest and related amortization			$127.8 to $133.8


______________________
1.	First quarter and full year 2025 guidance represent management’s estimate of a range of possible outcomes. The midpoint of the ranges reflect management’s estimate of the most likely outcome, based on our current view of existing market conditions and assumptions. Actual results could vary materially from management’s estimates presented above if any of our assumptions are incorrect. See Forward-Looking Statements in this press release for additional factors impacting our 2025 guidance assumptions. See Non-GAAP Financial Measures Definitions and Reconciliations at the end of the supplemental financial information for definitions of FFO and Normalized FFO and a reconciliation of Net income per Common Share – Fully Diluted to FFO per Common Share and OP Unit – Fully Diluted and Normalized FFO per Common Share and OP Unit – Fully Diluted.
2.	Core RV and marina annual revenue represents approximately 65.5% and 71.7% of first quarter 2025 and full year 2025 RV and marina base rental income, respectively. Core RV and marina annual revenue first quarter 2025 growth rate range is 3.5% to 4.1%, which is lower than our full year expectation as the first quarter is impacted by leap year in 2024, and the full year 2025 growth rate range is 4.7% to 5.7%.

Financial Highlights ⁽¹⁾⁽²⁾

*(In millions, except Common Shares and OP Units outstanding and per share data, unaudited)*

	As of and for the Quarters Ended
	Dec 31, 2024	Sep 30, 2024	June 30, 2024	Mar 31, 2024	Dec 31, 2023
Operating Information
Total revenues	$ 372.3	$ 387.3	$ 380.0	$ 386.6	$ 360.6
Consolidated net income	$ 100.6	$ 86.9	$ 82.1	$ 115.3	$ 96.4
Net income available for Common Stockholders	$ 96.0	$ 82.8	$ 78.3	$ 109.9	$ 91.9
Adjusted EBITDAre	$ 182.8	$ 176.8	$ 164.3	$ 186.3	$ 171.1
FFO available for Common Stock and OP Unit holders	$ 153.0	$ 140.9	$ 134.7	$ 167.4	$ 148.5
Normalized FFO available for Common Stock and OP Unit holders	$ 151.2	$ 140.5	$ 128.5	$ 152.7	$ 138.2
Funds Available for Distribution (“FAD”) for Common Stock and OP Unit holders	$ 122.6	$ 120.7	$ 108.3	$ 136.9	$ 109.2

*Common Shares and OP Units Outstanding (In thousands)* and Per Share Data**
Common Shares and OP Units, end of the period	200,160	195,617	195,621	195,598	195,531
Weighted average Common Shares and OP Units outstanding – Fully Diluted	200,021	195,510	195,465	195,545	195,475
Net income per Common Share – Fully Diluted⁽³⁾	$ 0.50	$ 0.44	$ 0.42	$ 0.59	$ 0.49
FFO per Common Share and OP Unit – Fully Diluted	$ 0.76	$ 0.72	$ 0.69	$ 0.86	$ 0.76
Normalized FFO per Common Share and OP Unit – Fully Diluted	$ 0.76	$ 0.72	$ 0.66	$ 0.78	$ 0.71
Dividends per Common Share	$ 0.4775	$ 0.4775	$ 0.4775	$ 0.4775	$ 0.4475

Balance Sheet
Total assets	$ 5,646	$ 5,644	$ 5,645	$ 5,630	$ 5,614
Total liabilities	$ 3,822	$ 4,149	$ 4,135	$ 4,110	$ 4,115

Market Capitalization
Total debt ⁽⁴⁾	$ 3,230	$ 3,502	$ 3,499	$ 3,507	$ 3,548
Total market capitalization⁽⁵⁾	$ 16,561	$ 17,457	$ 16,240	$ 16,104	$ 17,341

Ratios
Total debt / total market capitalization	19.5 %	20.1 %	21.5 %	21.8 %	20.5 %
Total debt / Adjusted EBITDAre⁽⁶⁾	4.5	5.0	5.1	5.1	5.3
Interest coverage ⁽⁷⁾	5.2	5.1	5.1	5.2	5.2
Fixed charges ⁽⁸⁾	5.2	5.0	5.1	5.1	5.1


______________________
1.	See Non-GAAP Financial Measures Definitions and Reconciliations at the end of the supplemental financial information for definitions of Adjusted EBITDAre, FFO, Normalized FFO and FAD and a reconciliation of Consolidated net income to Adjusted EBITDAre.
2.	See page 8 for a reconciliation of Net income available for Common Stockholders to Non-GAAP financial measures FFO available for Common Stock and OP Unit holders, Normalized FFO available for Common Stock and OP Unit holders and FAD for Common Stock and OP Unit holders.
3.	Net income per Common Share – Fully Diluted is calculated before Income allocated to non-controlling interest – Common OP Units.
4.	Excludes deferred financing costs of approximately $25.1 million as of December 31, 2024.
5.	See page 16 for the calculation of market capitalization as of December 31, 2024.
6.	Calculated using trailing twelve months Adjusted EBITDAre.
7.	Calculated by dividing trailing twelve months Adjusted EBITDAre by the interest expense incurred during the same period.
8.	See Non-GAAP Financial Measures Definitions and Reconciliations at the end of the supplemental financial information for a definition of fixed charges. This ratio is calculated by dividing trailing twelve months Adjusted EBITDAre by the sum of fixed charges and preferred stock dividends, if any, during the same period.

Consolidated Balance Sheets

*(In thousands, except share and per share data)*

	December 31, 2024	December 31, 2023
	*(unaudited)*
Assets
Investment in real estate:
Land	$ 2,088,682	$ 2,088,657
Land improvements	4,582,815	4,380,649
Buildings and other depreciable property	1,244,193	1,236,985
	7,915,690	7,706,291
Accumulated depreciation	(2,639,538)	(2,448,876)
Net investment in real estate	5,276,152	5,257,415
Cash and restricted cash	24,576	29,937
Notes receivable, net	50,726	49,937
Investment in unconsolidated joint ventures	83,772	85,304
Deferred commission expense	56,516	53,641
Other assets, net	153,910	137,499
Total Assets	$ 5,645,652	$ 5,613,733

Liabilities and Equity
Liabilities:
Mortgage notes payable, net	$ 2,928,292	$ 2,989,959
Term loans, net	199,344	497,648
Unsecured line of credit	77,000	31,000
Accounts payable and other liabilities	159,225	151,567
Deferred membership revenue	229,301	218,337
Accrued interest payable	10,679	12,657
Rents and other customer payments received in advance and security deposits	122,448	126,451
Distributions payable	95,577	87,493
Total Liabilities	$ 3,821,866	$ 4,115,112
Equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized as of December 31, 2024 and December 31, 2023; none issued and outstanding	—	—
Common stock, $0.01 par value, 600,000,000 shares authorized as of December 31, 2024 and December 31, 2023; 191,056,527 and 186,426,281 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively	1,962	1,917
Paid-in capital	1,951,430	1,644,319
Distributions in excess of accumulated earnings	(214,979)	(223,576)
Accumulated other comprehensive income	2,303	6,061
Total Stockholders’ Equity	1,740,716	1,428,721
Non-controlling interests – Common OP Units	83,070	69,900
Total Equity	1,823,786	1,498,621
Total Liabilities and Equity	$ 5,645,652	$ 5,613,733

Consolidated Statements of Income

*(In thousands, unaudited)*

	Quarters Ended December 31,		Years Ended December 31,
	2024	2023	2024	2023
Revenues:
Rental income	$ 301,398	$ 290,519	$ 1,233,252	$ 1,178,959
Annual membership subscriptions	16,585	16,547	65,883	65,379
Membership upgrade sales	4,263	3,856	16,433	14,719
Other income	27,168	16,124	75,354	67,407
Gross revenues from home sales, brokered resales and ancillary services	19,275	29,378	117,732	145,219
Interest income	2,220	2,414	9,238	9,037
Income from other investments, net	1,414	1,806	8,274	8,703
Total revenues	372,323	360,644	1,526,166	1,489,423

Expenses:
Property operating and maintenance	110,540	108,369	480,438	469,912
Real estate taxes	20,349	21,828	81,966	77,993
Membership sales and marketing	4,192	4,919	22,063	20,974
Property management	18,803	17,460	78,114	76,170
Depreciation and amortization	50,493	50,804	203,879	203,738
Cost of home sales, brokered resales and ancillary services	13,103	21,788	84,771	107,668
Home selling expenses and ancillary operating expenses	6,689	6,195	27,644	27,453
General and administrative	8,235	9,117	38,483	47,280
Casualty-related charges/(recoveries), net ⁽¹⁾	(528)	—	(20,950)	—
Other expenses	1,413	1,581	5,533	5,768
Early debt retirement	5,803	—	5,833	68
Interest and related amortization	31,633	33,198	137,710	132,342
Total expenses	270,725	275,259	1,145,484	1,169,366
Income before income taxes and other items	101,598	85,385	380,682	320,057
Gain/(Loss) on sale of real estate and impairment, net ⁽²⁾	(668)	—	(2,466)	(3,581)
Income tax benefit	115	10,488	354	10,488
Equity in income of unconsolidated joint ventures	(488)	555	6,248	2,713
Consolidated net income	100,557	96,428	384,818	329,677

Income allocated to non-controlling interests – Common OP Units	(4,574)	(4,489)	(17,804)	(15,470)
Redeemable perpetual preferred stock dividends	(8)	(8)	(16)	(16)
Net income available for Common Stockholders	$ 95,975	$ 91,931	$ 366,998	$ 314,191


_____________________
1.	Casualty-related charges/(recoveries), net for the quarter ended December 31, 2024 includes debris removal and cleanup costs related to Hurricane Milton and Hurricane Helene of $3.6 million and $0.2 million, respectively, and insurance recovery revenue related to Hurricane Milton and Hurricane Ian of $3.4 million and $0.9 million, respectively, including $0.8 million for reimbursement of capital expenditures. Casualty-related charges/(recoveries), net for the year ended December 31, 2024 includes debris removal and cleanup costs related to Hurricane Milton, Hurricane Ian and Hurricane Helene of $3.6 million, $2.6 million, and $1.2 million, respectively, and insurance recovery revenue related to Hurricane Ian and Hurricane Milton of $24.9 million and $3.4 million, respectively, including $22.3 million for reimbursement of capital expenditures.
2.	Reflects a $0.7 million reduction, net of insurance recovery accruals, to the carrying value of certain assets as a result of Hurricane Milton for both the quarter and year ended December 31, 2024 and a reduction of $1.8 million as a result of Hurricane Helene for the year ended December 31, 2024.

Non-GAAP Financial Measures

This document contains certain Non-GAAP measures used by management that we believe are helpful to understand our business. We believe investors should review these Non-GAAP measures along with GAAP net income and cash flows from operating activities, investing activities and financing activities, when evaluating an equity REIT’s operating performance. Our definitions and calculations of these Non-GAAP financial and operating measures and other terms may differ from the definitions and methodologies used by other REITs and, accordingly, may not be comparable. These Non-GAAP financial and operating measures do not represent cash generated from operating activities in accordance with GAAP, nor do they represent cash available to pay distributions and should not be considered as an alternative to net income, determined in accordance with GAAP, as an indication of our financial performance, or to cash flows from operating activities, determined in accordance with GAAP, as a measure of our liquidity, nor are they indicative of funds available to fund our cash needs, including our ability to make cash distributions. For definitions and reconciliations of Non-GAAP measures to our financial statements as prepared under GAAP, refer to both Reconciliation of Net Income to Non-GAAP Financial Measures on page 8 and Non-GAAP Financial Measures Definitions and Reconciliations on pages 18-21.

Selected Non-GAAP Financial Measures ⁽¹⁾

	Quarter Ended
	December 31, 2024
Income from property operations, excluding property management – Core ⁽²⁾	$ 202.2
Income from property operations, excluding property management – Non-Core ⁽²⁾	5.4
Property management and general and administrative	(27.0)
Other income and expenses	2.3
Interest and related amortization	(31.6)
Normalized FFO available for Common Stock and OP Unit holders ⁽⁴⁾	$ 151.2
Early debt retirement	(5.8)
Deferred income tax benefit	0.1
Insurance proceeds due to catastrophic weather events, net	0.6
Other items ⁽³⁾	6.8
FFO available for Common Stock and OP Unit holders ⁽⁴⁾	$ 153.0

FFO per Common Share and OP Unit	$ 0.76
Normalized FFO per Common Share and OP Unit	$ 0.76

Normalized FFO available for Common Stock and OP Unit holders	$ 151.2
Non-revenue producing improvements to real estate	(28.6)
FAD for Common Stock and OP Unit holders	$ 122.6

Weighted average Common Shares and OP Units – Fully Diluted	200.0


______________________
1.	See page 8 for a reconciliation of Net income available for Common Stockholders to FFO available for Common Stock and OP Unit holders, Normalized FFO available for Common Stock and OP Unit holders and FAD for Common Stock and OP Unit holders.
2.	See pages 10-11 for details of the Core Income from Property Operations, excluding property management. See page 12 for details of the Non-Core Income from Property Operations, excluding property management.
3.	Represents an increase in Other income of $6.8 million related to aged prepaid balances that were determined to no longer be liabilities.
4.	Amounts may not foot due to rounding.

Reconciliation of Net Income to Non-GAAP Financial Measures

*(In thousands, except per share data, unaudited)*

	Quarters Ended December 31,		Years Ended December 31,
	2024	2023	2024	2023
Net income available for Common Stockholders	$ 95,975	$ 91,931	$ 366,998	$ 314,191
Income allocated to non-controlling interests – Common OP Units	4,574	4,489	17,804	15,470
Depreciation and amortization	50,493	50,804	203,879	203,738
Depreciation on unconsolidated joint ventures	1,266	1,242	4,826	4,599
(Gain)/Loss on unconsolidated joint ventures	—	—	—	(416)
(Gain)/Loss on sale of real estate and impairment, net	668	—	2,466	3,581
FFO available for Common Stock and OP Unit holders	152,976	148,466	595,973	541,163
Deferred income tax benefit	(115)	(10,488)	(354)	(10,488)
Accelerated vesting of stock-based compensation expense	—	—	—	6,320
Early debt retirement	5,803	—	5,833	68
Transaction/pursuit costs and other ⁽¹⁾	—	251	383	458
Insurance proceeds due to catastrophic weather events, net	(637)	—	(22,101)	—
Other items⁽²⁾	(6,800)	—	(6,800)	—
Normalized FFO available for Common Stock and OP Unit holders	151,227	138,229	572,934	537,521
Non-revenue producing improvements to real estate	(28,618)	(28,974)	(84,433)	(99,726)
FAD for Common Stock and OP Unit holders	$ 122,609	$ 109,255	$ 488,501	$ 437,795

Net income per Common Share – Basic	$ 0.50	$ 0.49	$ 1.96	$ 1.69
Net income per Common Share – Fully Diluted ⁽³⁾	$ 0.50	$ 0.49	$ 1.96	$ 1.69

FFO per Common Share and OP Unit – Basic	$ 0.77	$ 0.76	$ 3.03	$ 2.77
FFO per Common Share and OP Unit – Fully Diluted	$ 0.76	$ 0.76	$ 3.03	$ 2.77

Normalized FFO per Common Share and OP Unit – Basic	$ 0.76	$ 0.71	$ 2.92	$ 2.75
Normalized FFO per Common Share and OP Unit – Fully Diluted	$ 0.76	$ 0.71	$ 2.91	$ 2.75

Weighted average Common Shares outstanding – Basic	190,822	186,217	187,439	186,061
Weighted average Common Shares and OP Units outstanding – Basic	199,926	195,348	196,544	195,278
Weighted average Common Shares and OP Units outstanding – Fully Diluted	200,021	195,475	196,636	195,429


____________________
1.	Prior period amounts have been reclassified to conform to the current period presentation.
2.	Represents an increase in Other income of $6.8 million related to aged prepaid balances that were determined to no longer be liabilities.
3.	Net income per Common Share – Fully Diluted is calculated before Income allocated to non-controlling interest – Common OP Units.

Consolidated Income from Property Operations ⁽¹⁾

*(In millions, except home site and occupancy figures, unaudited)*

	Quarters Ended December 31,		Years Ended December 31,
	2024	2023	2024	2023
MH base rental income⁽²⁾	$ 180.0	$ 170.2	$ 710.1	$ 669.1
Rental home income ⁽²⁾	3.4	3.5	13.7	14.6
RV and marina base rental income ⁽²⁾	101.6	99.4	438.4	425.7
Annual membership subscriptions	16.6	16.5	65.9	65.4
Membership upgrade sales	4.3	3.9	16.4	14.7
Utility and other income ⁽²⁾⁽³⁾	38.4	34.2	144.8	141.2
Property operating revenues	344.3	327.7	1,389.3	1,330.7

Property operating, maintenance and real estate taxes ⁽²⁾	132.5	130.8	567.7	552.1
Membership sales and marketing	4.2	5.0	22.1	21.0
Property operating expenses, excluding property management ⁽¹⁾	136.7	135.8	589.8	573.1
Income from property operations, excluding property management ⁽¹⁾	$ 207.6	$ 191.9	$ 799.5	$ 757.6



Manufactured home site figures and occupancy averages:
Total sites	73,075	72,825	73,023	72,752
Occupied sites	69,007	68,879	68,972	68,834
Occupancy %	94.4 %	94.6 %	94.5 %	94.6 %
Monthly base rent per site	$ 870	$ 824	$ 858	$ 810

RV and marina base rental income:
Annual	$ 78.4	$ 75.4	$ 308.0	$ 291.5
Seasonal	12.1	12.6	56.9	58.6
Transient	11.1	11.4	73.5	75.6
Total RV and marina base rental income	$ 101.6	$ 99.4	$ 438.4	$ 425.7


______________________
1.	Excludes property management expenses.
2.	MH base rental income, Rental home income, RV and marina base rental income and Utility income, net of bad debt expense, are presented in Rental income in the Consolidated Statements of Income on page 5. Bad debt expense is presented in Property operating, maintenance and real estate taxes in this table.
3.	Includes approximately $1.8 million and $0.9 million of business interruption income from Hurricane Ian during the quarters ended December 31, 2024 and December 31, 2023, respectively and $7.6 million and $10.6 million for the years ended December 31, 2024 and December 31, 2023, respectively.

Core Income from Property Operations ⁽¹⁾

*(In millions, except occupancy figures, unaudited)*

	Quarters Ended December 31,			Years Ended December 31,
	2024	2023	*Change ⁽²⁾*	2024	2023	*Change ⁽²⁾*
MH base rental income	$ 179.9	$ 170.1	5.8 %	$ 709.4	$ 668.5	6.1 %
Rental home income	3.4	3.5	(2.2) %	13.7	14.6	(6.3) %
RV and marina base rental income	98.7	96.0	2.7 %	425.8	413.5	3.0 %
Annual membership subscriptions	16.4	16.7	(1.8) %	65.5	65.3	0.3 %
Membership upgrade sales	4.2	3.9	9.1 %	16.4	14.7	11.5 %
Utility and other income	32.9	30.6	7.5 %	129.9	121.2	7.2 %
Property operating revenues	335.5	320.8	4.6 %	1,360.7	1,297.8	4.8 %

Utility expense	37.6	36.2	3.8 %	156.7	152.8	2.5 %
Payroll	27.4	27.3	0.4 %	117.5	118.2	(0.6) %
Repair & maintenance	18.9	18.9	— %	91.7	92.4	(0.7) %
Insurance and other⁽³⁾	25.4	24.2	5.4 %	108.8	101.5	7.2 %
Real estate taxes	19.8	21.5	(7.8) %	80.4	76.5	5.1 %
Membership sales and marketing	4.2	4.9	(15.5) %	22.0	21.0	5.0 %
Property operating expenses, excluding property management ⁽¹⁾	133.3	133.0	0.3 %	577.1	562.4	2.6 %
Income from property operations, excluding property management ⁽¹⁾	$ 202.2	$ 187.8	7.6 %	$ 783.6	$ 735.4	6.5 %

Occupied sites ⁽⁴⁾	68,923	68,885


_____________________
1.	Excludes property management expenses.
2.	Calculations prepared using actual results without rounding.
3.	Includes bad debt expense for the periods presented.
4.	Occupied sites are presented as of the end of the period.

Core Income from Property Operations (continued)

*(In millions, except home site and occupancy figures, unaudited)*

	Quarters Ended December 31,			Years Ended December 31,
	2024	2023		2024	2023
Core manufactured home site figures and occupancy averages:
Total sites	72,660	72,512		72,609	72,478
Occupied sites	68,946	68,820		68,913	68,776
Occupancy %	94.9 %	94.9 %		94.9 %	94.9 %
Monthly base rent per site	$ 870	$ 824		$ 858	$ 810



	Quarters Ended December 31,			Years Ended December 31,
	2024	2023	*Change ⁽¹⁾*	2024	2023	*Change ⁽¹⁾*
Core RV and marina base rental income:
Annual⁽²⁾	$ 76.4	$ 72.5	5.3 %	$ 299.1	$ 280.9	6.5 %
Seasonal	11.5	12.3	(6.0) %	54.7	57.4	(4.7) %
Transient	10.8	11.2	(4.1) %	72.0	75.2	(4.3) %
Total Seasonal and Transient	$ 22.3	$ 23.5	(5.1) %	$ 126.7	$ 132.6	(4.5) %
Total RV and marina base rental income	$ 98.7	$ 96.0	2.7 %	$ 425.8	$ 413.5	3.0 %



	Quarters Ended December 31,			Years Ended December 31,
	2024	2023	*Change ⁽¹⁾*	2024	2023	*Change ⁽¹⁾*
Core utility information:
Income	$ 17.9	$ 16.4	9.4 %	$ 73.5	$ 68.4	7.5 %
Expense	37.6	36.2	3.8 %	156.7	152.8	2.6 %
Expense, net	$ 19.7	$ 19.8	(0.5) %	$ 83.2	$ 84.4	(1.4) %

Utility recovery rate ⁽³⁾	47.6 %	45.3 %		46.9 %	44.8 %


_____________________
1.	Calculations prepared using actual results without rounding.
2.	Core Annual marina base rental income represents approximately 99% of the total Core marina base rental income for all periods presented.
3.	Calculated by dividing the utility income by utility expense.

Non-Core Income from Property Operations ⁽¹⁾

*(In millions, unaudited)*

	Quarter Ended	Year Ended
	December 31, 2024	December 31, 2024
MH base rental income	$ 0.2	$ 0.7
RV and marina base rental income	2.9	12.7
Annual membership subscriptions	0.2	0.3
Utility and other income	5.4	14.9
Membership upgrade sales	0.1	0.1
Property operating revenues	8.8	28.7

Property operating expenses, excluding property management⁽¹⁾⁽²⁾	3.4	12.7
Income from property operations, excluding property management ⁽¹⁾	$ 5.4	$ 16.0


______________________
1.	Excludes property management expenses.
2.	Includes bad debt expense for the periods presented.

Home Sales and Rental Home Operations

*(In thousands, except home sale volumes and occupied rentals, unaudited)*


Home Sales – Select Data	Quarters Ended December 31,		Years Ended December 31,
	2024	2023	2024	2023
Total new home sales volume	136	218	756	905
New home sales gross revenues	$ 10,526	$ 19,510	$ 66,432	$ 88,546

Total used home sales volume	45	61	218	313
Used home sales gross revenues	$ 851	$ 643	$ 3,812	$ 3,872

Brokered home resales volume	109	135	505	630
Brokered home resales gross revenues	$ 498	$ 592	$ 2,270	$ 2,847

Rental Homes – Select Data	Quarters Ended December 31,		Years Ended December 31,
	2024	2023	2024	2023

Rental operations revenues ⁽¹⁾	$ 8,490	$ 9,142	$ 34,660	$ 38,633
Rental home operations expense⁽²⁾	1,334	1,511	5,647	5,390
Depreciation on rental homes ⁽³⁾	2,282	2,606	9,732	10,881

Occupied rentals:⁽⁴⁾
New	1,716	2,016
Used	205	246
Total occupied rental sites	1,921	2,262

	As of December 31, 2024		As of December 31, 2023
Cost basis in rental homes: ⁽⁵⁾	Gross	Net of Depreciation	Gross	Net of Depreciation
New	$ 213,605	$ 175,097	$ 245,130	$ 215,104
Used	12,201	8,187	12,245	8,791
Total rental homes	$ 225,806	$ 183,284	$ 257,375	$ 223,895


______________________
1.	For the quarters ended December 31, 2024 and 2023, approximately $5.1 million and $5.7 million, respectively, of the rental operations revenue is included in the MH base rental income in the Core Income from Property Operations on pages 10-11. The remainder of the rental operations revenue for the quarters ended December 31, 2024 and 2023 is included in Rental home income in the Core Income from Property Operations on pages 10-11.
2.	Rental home operations expense is included in Property operating, maintenance and real estate taxes in the Consolidated Income from Property Operations on page 9. Rental home operations expense is included in Insurance and other in the Core Income from Property Operations on pages 10-11.
3.	Depreciation on rental homes in our Core portfolio is presented in Depreciation and amortization in the Consolidated Statements of Income on page 5.
4.	Includes occupied rental sites as of the end of the period in our Core portfolio.
5.	Includes both occupied and unoccupied rental homes in our Core portfolio.

Total Sites

*(Unaudited)*

Summary of Total Sites as of December 31, 2024
	Sites ⁽¹⁾
MH sites	73,200
RV sites:
Annual	34,200
Seasonal	11,800
Transient	17,300
Marina slips	6,900
Membership⁽²⁾	26,000
Joint Ventures ⁽³⁾	3,800
Total	173,200


______________________
1.	MH sites are generally leased on an annual basis to residents who own or lease factory-built homes, including manufactured homes. Annual RV and marina sites are leased on an annual basis to customers who generally have an RV, factory-built cottage, boat or other unit placed on the site, including those Northern properties that are open for the summer season. Seasonal RV and marina sites are leased to customers generally for one to six months. Transient RV and marina sites are leased to customers on a short-term basis.
2.	Sites primarily utilized by approximately 113,600 members. Includes approximately 5,900 sites rented on an annual basis.
3.	Joint ventures have approximately 2,000 annual sites and 1,800 transient sites.

Membership Campgrounds – Select Data

	Years Ended December 31,
Campground and Membership Revenue *($ in thousands, unaudited)*	2020	2021	2022	2023	2024
Annual membership subscriptions	$ 53,085	$ 58,251	$ 63,215	$ 65,379	$ 65,883
Annual RV base rental income	$ 20,761	$ 23,127	$ 25,945	$ 27,842	$ 29,282
Seasonal/Transient RV base rental income	$ 18,126	$ 25,562	$ 24,316	$ 20,996	$ 21,338
Membership upgrade sales	$ 9,677	$ 11,191	$ 12,958	$ 14,719	$ 16,433
Utility and other income	$ 2,426	$ 2,735	$ 2,626	$ 2,544	$ 2,360

Membership Count
Total Memberships ⁽¹⁾	116,169	125,149	128,439	121,002	113,553
Paid Membership Origination	20,587	23,923	23,237	20,758	19,539
Promotional Membership Origination	23,542	26,600	28,178	25,232	23,552
Membership Upgrade Sales Volume ⁽²⁾	3,373	4,863	4,068	3,858	4,086

Campground Metrics
Membership Campground Count	81	81	82	82	82
Membership Campground RV Site Count	24,800	25,100	25,800	26,000	26,000
Annual Site Count ⁽³⁾	5,986	6,320	6,390	6,154	5,902


Membership Sales Activity *($ in thousands, unaudited)*	Quarters Ended December 31,
	2024	2023

Membership upgrade sales current period, gross	$ 5,149	$ 7,643
Membership upgrade sales upfront payments, deferred, net	(886)	(3,787)
Membership upgrade sales	$ 4,263	$ 3,856

Membership sales and marketing, gross	$ (4,356)	$ (5,411)
Membership sales commissions, deferred, net	164	492
Membership sales and marketing	$ (4,192)	$ (4,919)


______________________
1.	Members who have entered into annual subscriptions with us that entitle them to use certain properties on a continuous basis for up to 21 days.
2.	Existing members who have upgraded memberships are eligible for enhanced benefits, including but not limited to longer stays, the ability to make earlier reservations, potential discounts on rental units, and potential access to additional properties.
3.	Sites that have been rented by members for an entire year.

Market Capitalization

*(In millions, except share and OP Unit data, unaudited)*
Capital Structure as of December 31, 2024

	Total Common Shares/Units	% of Total Common Shares/Units	Total	% of Total	% of Total Market Capitalization

Secured Debt			$ 2,953	91.4 %
Unsecured Debt			277	8.6 %
Total Debt ⁽¹⁾			$ 3,230	100.0 %	19.5 %

Common Shares	191,056,527	95.5 %
OP Units	9,103,904	4.5 %
Total Common Shares and OP Units	200,160,431	100.0 %
Common Stock price at December 31, 2024	$ 66.60
Fair Value of Common Shares and OP Units			$ 13,331	100.0 %
Total Equity			$ 13,331	100.0 %	80.5 %

Total Market Capitalization			$ 16,561		100.0 %


______________________
1.	Excludes deferred financing costs of approximately $25.1 million.

Debt Maturity Schedule

Debt Maturity Schedule as of December 31, 2024
*(In thousands, unaudited)*

Year	Outstanding Debt	Weighted Average Interest Rate	% of Total Debt	Weighted Average Years to Maturity

Secured Debt
2025	87,627	3.45 %	2.71 %	0.3
2026	—	— %	— %	—
2027	—	— %	— %	—
2028	196,314	4.19 %	6.08 %	3.7
2029	271,608	4.92 %	8.41 %	4.7
2030	275,385	2.69 %	8.53 %	5.2
2031	242,173	2.46 %	7.50 %	6.4
2032	202,000	2.47 %	6.25 %	7.7
2033	343,743	4.83 %	10.64 %	8.8
Thereafter	1,333,839	3.88 %	41.31 %	15.2
Total	$ 2,952,689	3.77 %	91.43 %	9.1

Unsecured Term Loans
2025	—	— %	— %	—
2026	—	— %	— %	—
2027	200,000	4.88 %	6.19 %	2.1
Thereafter	—	— %	— %	—
Total	$ 200,000	4.88 %	6.19 %	2.1

Total Secured and Unsecured	$ 3,152,689	3.84 %	97.62 %	8.6

Line of Credit Borrowing ⁽¹⁾	77,000	6.02 %	2.38 %	—

Note Premiums and Unamortized loan costs	(25,053)

Total Debt, Net	$ 3,204,636	4.03 %	100.00 %


_____________________
1.	The floating interest rate on the line of credit is SOFR plus 0.10% plus 1.25% to 1.65%. During the quarter ended December 31, 2024, the effective interest rate on the line of credit borrowings was 6.02%.
2.	Reflects effective interest rate for the quarter ended December 31, 2024, including interest associated with the line of credit and amortization of deferred financing costs.

Non-GAAP Financial Measures Definitions and Reconciliations

The following Non-GAAP financial measures definitions do not include adjustments in respect to membership upgrade sales: (i) FFO; (ii) Normalized FFO; (iii) EBITDAre; (iv) Adjusted EBITDAre; (v) Property operating revenues; (vi) Property operating expenses, excluding property management; and (vii) Income from property operations, excluding property management.

FUNDS FROM OPERATIONS (FFO). We define FFO as net income, computed in accordance with GAAP, excluding gains or losses from sales of properties, depreciation and amortization related to real estate, impairment charges and adjustments to reflect our share of FFO of unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect FFO on the same basis. We compute FFO in accordance with our interpretation of standards established by the National Association of Real Estate Investment Trusts (“NAREIT”), which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do.

We believe FFO, as defined by the Board of Governors of NAREIT, is generally a measure of performance for an equity REIT. While FFO is a relevant and widely used measure of operating performance for equity REITs, it does not represent cash flow from operations or net income as defined by GAAP, and it should not be considered as an alternative to these indicators in evaluating liquidity or operating performance.

NORMALIZED FUNDS FROM OPERATIONS (NORMALIZED FFO). We define Normalized FFO as FFO excluding non-operating income and expense items, such as gains and losses from early debt extinguishment, including prepayment penalties, defeasance costs, transaction/pursuit costs and other, and other miscellaneous non-comparable items. Normalized FFO presented herein is not necessarily comparable to Normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same methodology for computing this amount.

FUNDS AVAILABLE FOR DISTRIBUTION (FAD). We define FAD as Normalized FFO less non-revenue producing capital expenditures.

We believe that FFO, Normalized FFO and FAD are helpful to investors as supplemental measures of the performance of an equity REIT. We believe that by excluding the effect of gains or losses from sales of properties, depreciation and amortization related to real estate and impairment charges, which are based on historical costs and may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and among other equity REITs. We further believe that Normalized FFO provides useful information to investors, analysts and our management because it allows them to compare our operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences not related to our normal operations. For example, we believe that excluding the early extinguishment of debt and other miscellaneous non-comparable items from FFO allows investors, analysts and our management to assess the sustainability of operating performance in future periods because these costs do not affect the future operations of the properties. In some cases, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items.

INCOME FROM PROPERTY OPERATIONS, EXCLUDING PROPERTY MANAGEMENT. We define Income from property operations, excluding property management as rental income, membership subscriptions and upgrade sales, utility and other income less property and rental home operating and maintenance expenses, real estate taxes, membership sales and marketing expenses, excluding property management expenses. Property management represents the expenses associated with indirect costs such as off-site payroll and certain administrative and professional expenses. We believe exclusion of property management expenses is helpful to investors and analysts as a measure of the operating results of our properties, excluding items that are not directly related to the operation of the properties. For comparative purposes, we present bad debt expense within Property operating, maintenance and real estate taxes in the current and prior periods. We believe that this Non-GAAP financial measure is helpful to investors and analysts as a measure of the operating results of our properties.

The following table reconciles Net income available for Common Stockholders to Income from property operations:

	Quarters Ended December 31,		Years Ended December 31,
(amounts in thousands)	2024	2023	2024	2023
Net income available for Common Stockholders	$ 95,975	$ 91,931	$ 366,998	$ 314,191
Redeemable perpetual preferred stock dividends	8	8	16	16
Income allocated to non-controlling interests – Common OP Units	4,574	4,489	17,804	15,470
Consolidated net income	100,557	96,428	384,818	329,677
Equity in income of unconsolidated joint ventures	488	(555)	(6,248)	(2,713)
Income tax benefit	(115)	(10,488)	(354)	(10,488)
(Gain)/Loss on sale of real estate and impairment, net ⁽¹⁾	668	—	2,466	3,581
Gross revenues from home sales, brokered resales and ancillary services	(19,275)	(29,378)	(117,732)	(145,219)
Interest income	(2,220)	(2,414)	(9,238)	(9,037)
Income from other investments, net	(1,414)	(1,806)	(8,274)	(8,703)
Property management	18,803	17,460	78,114	76,170
Depreciation and amortization	50,493	50,804	203,879	203,738
Cost of home sales, brokered resales and ancillary services	13,103	21,788	84,771	107,668
Home selling expenses and ancillary operating expenses	6,689	6,195	27,644	27,453
General and administrative	8,235	9,117	38,483	47,280
Casualty-related charges/(recoveries), net ⁽²⁾	(528)	—	(20,950)	—
Other expenses	1,413	1,581	5,533	5,768
Other items ⁽³⁾	(6,800)	—	(6,800)	—
Early debt retirement	5,803	—	5,833	68
Interest and related amortization	31,633	33,198	137,710	132,342
Income from property operations, excluding property management	207,533	191,930	799,655	757,585
Property management	(18,803)	(17,460)	(78,114)	(76,170)
Income from property operations	$ 188,730	$ 174,470	$ 721,541	$ 681,415

EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre) AND ADJUSTED EBITDAre. We define EBITDAre as net income or loss excluding interest income and expense, income taxes, depreciation and amortization, gains or losses from sales of properties, impairments charges, and adjustments to reflect our share of EBITDAre of unconsolidated joint ventures. We compute EBITDAre in accordance with our interpretation of the standards established by NAREIT, which may not be comparable to EBITDAre reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do.

We define Adjusted EBITDAre as EBITDAre excluding non-operating income and expense items, such as gains and losses from early debt extinguishment, including prepayment penalties and defeasance costs, transaction/pursuit costs and other, and other miscellaneous non-comparable items.

We believe that EBITDAre and Adjusted EBITDAre may be useful to an investor in evaluating our operating performance and liquidity because the measures are widely used to measure the operating performance of an equity REIT.

____________________
1.	Reflects a $0.7 million reduction, net of insurance recovery accruals, to the carrying value of certain assets as a result of Hurricane Milton for both the quarter and year ended December 31, 2024 and a reduction of $1.8 million as a result of Hurricane Helene for the year ended December 31, 2024.
2.	Casualty-related charges/(recoveries), net for the quarter ended December 31, 2024 includes debris removal and cleanup costs related to Hurricane Milton and Hurricane Helene of $3.6 million and $0.2 million, respectively, and insurance recovery revenue related to Hurricane Milton and Hurricane Ian of $3.4 million and $0.9 million, respectively, including $0.8 million for reimbursement of capital expenditures. Casualty-related charges/(recoveries), net for the year ended December 31, 2024 includes debris removal and cleanup costs related to Hurricane Milton, Hurricane Ian and Hurricane Helene of $3.6 million, $2.6 million, and $1.2 million, respectively, and insurance recovery revenue related to Hurricane Ian and Hurricane Milton of $24.9 million and $3.4 million, respectively, including $22.3 million for reimbursement of capital expenditures.
3.	Represents an increase in Other income of $6.8 million related to aged prepaid balances that were determined to no longer be liabilities.

The following table reconciles Consolidated net income to EBITDAre and Adjusted EBITDAre:

	Quarters Ended December 31,		Years Ended December 31,
(amounts in thousands)	2024	2023	2024	2023
Consolidated net income	$ 100,557	$ 96,428	$ 384,818	$ 329,677
Interest income	(2,220)	(2,414)	(9,238)	(9,037)
Real estate depreciation and amortization	50,493	50,804	203,879	203,738
Other depreciation and amortization	1,413	1,330	5,520	5,358
Interest and related amortization	31,633	33,198	137,710	132,342
Income tax benefit	(115)	(10,488)	(354)	(10,488)
Loss on sale of real estate and impairment, net	668	—	2,466	3,581
Adjustments to our share of EBITDAre of unconsolidated joint ventures	1,992	2,014	8,013	6,799
EBITDAre	184,421	170,872	732,814	661,970
Stock-based compensation expense	—	—	—	6,320
Other items ⁽¹⁾	(6,800)	—	(6,800)	—
Early debt retirement	5,803	—	5,833	68
Transaction/pursuit costs and other ⁽²⁾	—	251	383	458
Insurance proceeds due to catastrophic weather events, net	(637)	—	(22,101)	—
Adjusted EBITDAre	$ 182,787	$ 171,123	$ 710,129	$ 668,816

CORE. The Core properties include properties we owned and operated during all of 2023 and 2024. We believe Core is a measure that is useful to investors for annual comparison as it removes the fluctuations associated with acquisitions, dispositions and significant transactions or unique situations.

NON-CORE. The Non-Core properties in 2024 include properties that were not owned and operated during all of 2023 and 2024, including six properties in Florida impacted by Hurricane Ian and two properties in California that were impacted by storm and flooding events. The 2024 guidance reflects Non-Core properties in 2024, which includes properties not owned and operated during all of 2023 and 2024.

NON-REVENUE PRODUCING IMPROVEMENTS. Represents capital expenditures that do not directly result in increased revenue or expense savings and are primarily comprised of common area improvements, furniture and mechanical improvements.

FIXED CHARGES. Fixed charges consist of interest expense, amortization of note premiums and debt issuance costs.

_____________________
1.	Represents an increase in Other income of $6.8 million related to aged prepaid balances that were determined to no longer be liabilities.
2.	Prior period amounts have been reclassified to conform to the current period presentation.

FORWARD-LOOKING NON-GAAP MEASURES. The following table reconciles Net Income per Common Share – Fully Diluted guidance to FFO per Common Share and OP Unit – Fully Diluted guidance and Normalized FFO per Common Share and OP Unit – Fully diluted guidance:

*(Unaudited)*	First Quarter 2025	Full Year 2025
Net income per Common Share	$0.54 to $0.60	$1.95 to $2.05
Depreciation and amortization	0.26	1.06
FFO per Common Share and OP Unit – Fully Diluted	$0.80 to $0.86	$3.01 to $3.11
Normalized FFO per Common Share and OP Unit – Fully Diluted	$0.80 to $0.86	$3.01 to $3.11

This press release includes certain forward-looking information, including Core and Non-Core Income from property operations, excluding property management, that is not presented in accordance with GAAP. In reliance on the exception in Item 10(e)(1)(i)(B) of Regulation S-K, we do not provide a quantitative reconciliation of such forward-looking information to the most directly comparable financial measure calculated and presented in accordance with GAAP, where we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This includes, for example, (i) scheduled or implemented rate increases on community, resort and marina sites; (ii) scheduled or implemented rate increases in annual payments under membership subscriptions; (iii) occupancy changes; (iv) costs to restore property operations and potential revenue losses following storms or other unplanned events; and (v) other nonrecurring/unplanned income or expense items, which may not be within our control, may vary between periods and cannot be reasonably predicted. These unavailable reconciling items could significantly impact our future financial results.

View original content:https://www.prnewswire.com/news-releases/els-reports-fourth-quarter-results-302361259.html

SOURCE Equity Lifestyle Properties, Inc.

January 27, 2025 4:33 pm

Americold Realty Trust, Inc. Announces 2024 Tax Treatment of Distributions

ATLANTA, GA., Jan. 27, 2025 (GLOBE NEWSWIRE) — Americold Realty Trust, Inc. (NYSE: COLD) (the “Company” or “Americold”), a global leader in temperature-controlled logistics, real estate, and value-added services focused on the ownership, operation, acquisition and development of temperature-controlled warehouses, today announced the 2024 tax treatment of the Company’s common stock distributions, as described below. Shareholders are encouraged to consult with their personal tax advisors as to their specific tax treatment of the Company’s distributions.

CUSIP 03064D108


	Declared	Paid	Qualified	Ordinary	ROC	Total
2023 Q4 Dividend	12/12/2023	1/12/2024		0.1534	0.0666	0.2200
2024 Q1 Dividend	3/7/2024	4/15/2024	–	0.1534	0.0666	0.2200
2024 Q2 Dividend	5/21/2024	7/15/2024	–	0.1534	0.0666	0.2200
2024 Q3 Dividend	9/1/2024	10/15/2024	–	0.1534	0.0666	0.2200
			–	0.6134	0.2666	0.8800

The Company paid its fourth quarter 2023 dividend of $0.22 per share in calendar year 2024. The total amount of the 2023 fourth quarter dividend of $0.22 per share is included with the shareholders’ 2024 distributions. The Company paid its fourth quarter 2024 dividend of $0.22 per share in calendar year 2025. The 2024 fourth quarter dividend will be included with the shareholders’ 2025 distributions and is not included on the 2024 Form 1099.

About Americold Realty Trust, Inc.

Americold is a global leader in temperature-controlled logistics real estate and value-added services. Focused on the ownership, operation, acquisition, and development of temperature-controlled warehouses, Americold owns and/or operates 239 temperature-controlled warehouses, with approximately 1.5 billion refrigerated cubic feet of storage, in North America, Europe, Asia-Pacific, and South America. Americold’s facilities are an integral component of the supply chain connecting food producers, processors, distributors, and retailers to consumers.

Contacts:

Americold Realty Trust, Inc.
Investor Relations
Telephone: 678-459-1959
Email: [email protected]

January 27, 2025 4:32 pm

JPMorganChase to Present at the BofA Financial Services Conference

JPMorganChase to Present at the BofA Financial Services Conference

NEW YORK–(BUSINESS WIRE)–
Jennifer Piepszak, Chief Operating Officer of JPMorgan Chase & Co., will present at the BofA Financial Services Conference at the 1 Hotel in Miami Beach, Florida on Tuesday, February 11, 2025 at 1:00 p.m. (Eastern).

A live webcast will be available on the day of the conference at www.jpmorganchase.com under Investor Relations, Events & Presentations.

JPMorgan Chase & Co. (NYSE: JPM) is a leading financial services firm based in the United States of America (“U.S.”), with operations worldwide. JPMorganChase had $4.0 trillion in assets and $345 billion in stockholders’ equity as of December 31, 2024. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management. Under the J.P. Morgan and Chase brands, the Firm serves millions of customers in the U.S., and many of the world’s most prominent corporate, institutional and government clients globally. Information about JPMorgan Chase & Co. is available at www.jpmorganchase.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250127258038/en/

Investor Contact:

Mikael Grubb

212-270-2479

Media Contact:

Joseph Evangelisti

212-270-7438

KEYWORDS: Florida New York United States North America

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

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January 27, 2025 4:31 pm

JPMorganChase to Present at the UBS Financial Services Forum

JPMorganChase to Present at the UBS Financial Services Forum

NEW YORK–(BUSINESS WIRE)–
Jeremy Barnum, Chief Financial Officer of JPMorgan Chase & Co., will present at the UBS Financial Services Forum at the Ritz Carlton Hotel in Key Biscayne, Florida on Tuesday, February 11, 2025 at 9:40 a.m. (Eastern).

A live webcast will be available on the day of the conference at www.jpmorganchase.com under Investor Relations, Events & Presentations.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250127007425/en/

Investor Contact:

Mikael Grubb

212-270-2479

Media Contact:

Joseph Evangelisti

212-270-7438

KEYWORDS: United States North America Florida New York

INDUSTRY KEYWORDS: Banking Asset Management Professional Services Finance

MEDIA:

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January 27, 2025 4:31 pm

JPMorganChase Announcement Concerning Preferred Stock

JPMorganChase Announcement Concerning Preferred Stock

NEW YORK–(BUSINESS WIRE)–
JPMorgan Chase & Co. (NYSE: JPM) (“JPMorganChase” or the “Firm”) has made an announcement concerning its preferred stock. Information can be found on the Firm’s Investor Relations website at https://www.jpmorganchase.com/ir/news.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250127697513/en/

Investor Contact:

Mikael Grubb

212-270-2479

Media Contact:

Joseph Evangelisti

212-270-7438

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

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January 27, 2025 4:30 pm

BRAEMAR HOTELS & RESORTS ANNOUNCES TAX REPORTING INFORMATION FOR 2024 COMMON AND PREFERRED SHARE DISTRIBUTIONS

PR Newswire

DALLAS
, Jan. 27, 2025 /PRNewswire/ — Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today announced the tax reporting (Federal Form 1099-DIV) information for the 2024 distributions on its common shares and its Series B, D, E and M preferred shares.

The amounts below represent the income tax treatment applicable to each distribution that is reportable in 2024. The common and preferred distributions that the Company paid on January 16, 2024 to stockholders of record as of December 29, 2023 are reportable in 2024. The common and preferred distributions that the Company paid on January 15, 2025 to stockholders of record as of December 31, 2024 (December 30, 2024 for the Company’s Series B Cumulative Convertible Preferred Stock) will be reportable in 2025.

The income tax treatment for 2024 for Braemar Hotels and Resorts Inc. Common Stock CUSIP #10482B101 traded on the NYSE under ticker symbol “BHR” is as follows:

Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$0.2000000	$0.0000000	$0.0000000	$0.0000000	$0.2000000
Percent	100 %	0 %	0 %	0 %	100 %

The income tax treatment for the 2024 distributions for Braemar Hotels and Resorts Inc. Series B Cumulative Convertible Preferred Stock CUSIP #10482B200 traded on the NYSE under ticker symbol “BHRPrB” is as follows:

Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$1.3752000	$0.0000000	$0.0000000	$1.0383956	$0.3368044
Percent	100 %	0 %	0 %	75.50870 %	24.49130 %

The income tax treatment for the 2024 distributions for Braemar Hotels and Resorts Inc. Series D Cumulative Preferred Stock CUSIP #104823B09 traded on the NYSE under ticker symbol “BHRPrD” is as follows:

Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$2.0624000	$0.0000000	$0.0000000	$1.5572914	$0.5051086
Percent	100 %	0 %	0 %	75.50870 %	24.49130 %

The income tax treatment for the 2024 distributions for Braemar Hotels and Resorts Inc. Series E Redeemable Preferred Stock (CUSIPs #10482B606, 10482B804, 10482B812, 10482B879, 10482B788, 10482B853 and 10482B838) is as follows:

Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$1.8750000	$0.0000000	$0.0000000	$1.4157881	$0.4592119
Percent	100 %	0 %	0 %	75.50870 %	24.49130 %

Distributions Per Share reflects the annual rate per share for distributions reportable in 2024.

The income tax treatment for the 2024 distributions for Braemar Hotels and Resorts Inc. Series M Redeemable Preferred Stock (CUSIP #10482B705) is as follows:

Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$2.1104000	$0.0000000	$0.0000000	$1.5935356	$0.5168644
Percent	100 %	0 %	0 %	75.50870 %	24.49130 %

The income tax treatment for the 2024 distributions for Braemar Hotels and Resorts Inc. Series M Redeemable Preferred Stock (CUSIP #10482B887) is as follows:

Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$2.1041600	$0.0000000	$0.0000000	$1.5888239	$0.5153361
Percent	100 %	0 %	0 %	75.50870 %	24.49130 %

The income tax treatment for the 2024 distributions for Braemar Hotels and Resorts Inc. Series M Redeemable Preferred Stock (CUSIP #10482B796) is as follows:

Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$2.0979200	$0.0000000	$0.0000000	$1.5841121	$0.5138079
Percent	100 %	0 %	0 %	75.50870 %	24.49130 %

The income tax treatment for the 2024 distributions for Braemar Hotels and Resorts Inc. Series M Redeemable Preferred Stock (CUSIP #10482B861) is as follows:

Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$2.0916800	$0.0000000	$0.0000000	$1.5794004	$0.5122796
Percent	100 %	0 %	0 %	75.50870 %	24.49130 %

The income tax treatment for the 2024 distributions for Braemar Hotels and Resorts Inc. Series M Redeemable Preferred Stock (CUSIP #10482B770) is as follows:

Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$2.0854400	$0.0000000	$0.0000000	$1.5746886	$0.5107514
Percent	100 %	0 %	0 %	75.50870 %	24.49130 %

The income tax treatment for the 2024 distributions for Braemar Hotels and Resorts Inc. Series M Redeemable Preferred Stock (CUSIP #10482B846) is as follows:

Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$2.0792000	$0.0000000	$0.0000000	$1.5699769	$0.5092231
Percent	100 %	0 %	0 %	75.50870 %	24.49130 %

The income tax treatment for the 2024 distributions for Braemar Hotels and Resorts Inc. Series M Redeemable Preferred Stock (CUSIP #10482B820) is as follows:

Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$2.0729500	$0.0000000	$0.0000000	$1.5652576	$0.5076924
Percent	100 %	0 %	0 %	75.50870 %	24.49130 %

Distributions Per Share reflects the annual rate per share for distributions reportable in 2024.

In accordance with IRS Code Section 6045B, the Company will post Form 8937, Report of Organizational Actions Affecting Basis of Securities, which may be found in the Corporate Actions section of the Company’s website. This form provides detailed information on the return of capital amount of the common and preferred share distributions.

The Company encourages stockholders to consult with their own tax advisors with respect to the federal, state and local, and foreign income tax effects of these dividends.

Braemar Hotels & Resorts is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.

Forward-Looking Statements

Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Braemar’s control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; risks associated with our ability to effectuate our dividend policy, including factors such as operating results and the economic outlook influencing our board’s decision whether to pay further dividends at levels previously disclosed or to use available cash to pay dividends; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our operations and business; general volatility of the capital markets and the market price of our common stock and preferred stock; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the markets in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in Braemar’s filings with the Securities and Exchange Commission.

The forward-looking statements included in this press release are only made as of the date of this press release. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations, or otherwise, except to the extent required by law.

View original content:https://www.prnewswire.com/news-releases/braemar-hotels–resorts-announces-tax-reporting-information-for-2024-common-and-preferred-share-distributions-302361251.html

SOURCE Braemar Hotels & Resorts, Inc.

January 27, 2025 4:30 pm

CNX Closes Acquisition of Apex Energy

PR Newswire

PITTSBURGH
, Jan. 27, 2025 /PRNewswire/ — CNX Resources Corporation (NYSE: CNX) (“CNX” or “the company”) announced today it has closed the acquisition of the natural gas upstream and associated midstream business of Apex Energy II, LLC (“Apex”), a portfolio company of funds managed by Carnelian Energy Capital Management, L.P. (“Carnelian”), in the Appalachian Basin for total cash consideration of approximately $505 million, subject to certain adjustments including an effective date of October 1, 2024.

This strategic bolt-on acquisition expands CNX’s existing stacked Marcellus and Utica undeveloped leasehold in the CPA region and provides an existing infrastructure footprint that can be leveraged for future development. The acquisition is expected to be immediately accretive to CNX’s key metric of free cash flow per share.

CNX President and CEO Nick Deiuliis commented, “We look forward to demonstrating the unique CNX approach to operations and community relations to these new communities within the Apex footprint. We place a high priority on closely collaborating with our operating communities, local officials, and directly with residents to understand their needs and concerns. CNX’s Radical Transparency environmental monitoring and real-time disclosure initiative, in collaboration with Pennsylvania Governor Shapiro and the state Department of Environmental Protection, provides local communities and residents with an even greater level of transparency into our operations, which we believe is second to none in our industry. We look forward to bringing the Apex assets into the CNX family.”

About CNX Resources
CNX Resources Corporation (NYSE: CNX) is unique. We are a premier, ultra-low carbon intensive natural gas development, production, midstream, and technology company centered in Appalachia, one of the most energy abundant regions in the world. With the benefit of a 160-year regional legacy, substantial asset base, leading core operational competencies, technology development and innovation, and astute capital allocation methodologies, we responsibly develop our resources and deploy free cash flow to create long-term per share value for our shareholders, employees, and the communities where we operate. As of December 31, 2023, CNX had 8.74 trillion cubic feet equivalent of proved natural gas reserves. The company is a member of the Standard & Poor’s Midcap 400 Index. Additional information is available at www.cnx.com.

Cautionary Statements

We are including the following cautionary statement in this press release to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of us. With the exception of historical matters, the matters discussed in this press release are forward-looking statements (as defined in 21E of the Securities Exchange Act of 1934 (the “Exchange Act”)) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. These forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income, and capital spending. When we use the words “believe,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project,” “will,” or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe a strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies, and uncertainties, most of which are difficult to predict and many of which are beyond our control. Specific factors that could cause future actual results to differ materially from the forward-looking statements include our ability to successfully complete and integrate the asset acquisition and the performance of the acquired asset, including whether the acquired asset is accretive to free cash flow per share and within the expected timeframe, as well as other factors that are described in detail under the captions “Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (SEC) and any subsequent reports filed with the SEC. Those risk factors discuss, among other matters, pricing volatility or pricing decline for natural gas and NGLs; local, regional and national economic conditions and the impact they may have on our customers; the impact of events beyond our control, including a global or domestic health crisis; dependence on gathering, processing and transportation facilities and other midstream facilities owned by others; conditions in the oil and gas industry; our current long-term debt obligations, and the terms of the agreements that govern that debt; strategic determinations, including the allocation of capital and other resources to strategic opportunities; cyber-incidents targeting our systems, oil and natural gas industry systems and infrastructure, or the systems of our third-party service providers; and changes in safety, health, environmental and other regulations.

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SOURCE CNX Resources Corporation