Market Newsdesk

May 6, 2025 5:03 pm

Weatherford Releases Annual Sustainability Report

HOUSTON, May 06, 2025 (GLOBE NEWSWIRE) — Weatherford International plc (NASDAQ: WFRD) (“Weatherford” or the “Company”) announced today the release of its 2024 Sustainability Report, which highlights the Company’s continued progress in advancing environmental, social, and governance (“ESG”) practices and showcases recent achievements in sustainability efforts.

Girish Saligram, President and Chief Executive Officer of Weatherford, commented, “At Weatherford, sustainability is an integral part of our operations, guiding how we grow and contribute to a better future. As we navigate a rapidly changing world, we recognize our responsibility to lead with purpose, ensuring that the steps we take today lay the foundation for a thriving, sustainable future. We remain committed to continuous improvement, setting even more ambitious targets each year and collaborating with stakeholders to drive positive change.”

We invite you to explore the annual Sustainability Report at weatherford.com/sustainability.

About Weatherford

Weatherford delivers innovative energy services that integrate proven technologies with advanced digitalization to create sustainable offerings for maximized value and return on investment. Our world-class experts partner with customers to optimize their resources and realize the full potential of their assets. Operators choose us for strategic solutions that add efficiency, flexibility, and responsibility to any energy operation. The Company conducts business in approximately 75 countries and has approximately 18,000 team members representing more than 110 nationalities and 320 operating locations. Visit weatherford.com for more information and connect with us on social media.

Contact

For Investors:

Luke Lemoine
Senior Vice President, Corporate Development & Investor Relations
+1 713-836-7777
[email protected]

For Media:

Kelley Hughes
Senior Director, Communications & Employee Engagement
[email protected]

May 6, 2025 5:03 pm

CVG Reports First Quarter 2025 Results

First quarter sales of $170 million, EPS of $(0.09), Adjusted EBITDA of $5.8 million

Significantly improved free cash flow enables further debt paydown

Updates guidance for full year 2025

NEW ALBANY, Ohio, May 06, 2025 (GLOBE NEWSWIRE) — CVG (NASDAQ: CVGI), a diversified industrial products and services company, today announced financial results for its first quarter ended March 31, 2025.

During the quarter, the Company completed a strategic reorganization of its operations into three segments: Global Seating, Global Electrical Systems, and Trim Systems and Components. The results and comparisons presented below reflect continuing operations unless otherwise noted.

First Quarter
2025
Highlights
(Results from Continuing Operations; compared with prior year, where comparisons are noted)

Revenues of $169.8 million, down 12.7%, primarily due to softening in global Construction and Agriculture markets and North America Class 8 truck demand.
Operating income of $1.4 million, adjusted operating income of $2.1 million, down compared to operating income of $4.5 million and adjusted operating income of $6.3 million. The decrease in operating income was driven primarily by lower sales volumes offset by reductions in SG&A expense.
Net loss from continuing operations of $3.1 million, or $(0.09) per diluted share and adjusted net loss of $2.6 million, or $(0.08) per diluted share, compared to net income from continuing operations of $1.4 million, or $0.05 per diluted share and adjusted net income of $2.8 million, or $0.08 per diluted share.
Adjusted EBITDA of $5.8 million, down 40.2%, with an adjusted EBITDA margin of 3.4%, down from 5.0%.
Free cash flow of $11.2 million, up $17.7 million, due to better working capital management. Net debt decreased $11.7 million compared to the year end 2024 level.
Gross margin expansion of 250 basis points versus Q4 2024 due to operational efficiency improvements and conclusion of one-time cost drivers from 2024.

James Ray, President and Chief Executive Officer, said, “Our first quarter results demonstrate sequential improvement in margins and free cash flow. Cash generation and debt paydown remain key priorities for CVG, as we look to build on our strong free cash performance in the first quarter through further margin improvement, working capital reduction, and reduced capital expenditures. We are beginning to see the benefits of efforts made in 2024, including strategic divestments of non-core businesses, to transform CVG. These divestitures, as well as our priority on improving operational efficiency, have allowed us to streamline operations, lower our cost structure, and drive cash generation to pay down debt. Despite industry-wide and global macroeconomic headwinds, we are prioritizing strong execution from the top down within CVG focused on cost mitigation, margin improvement, and operational efficiency.”

Mr. Ray continued, “The actions we took last year position us well for the future. Change management is always difficult, and I would personally like to thank the entire CVG team for their efforts throughout the process. I would like to thank Bob Griffin, our current Chairman, for his contributions to CVG’s strategic goals and priorities over the years. I am also excited to continue working with Bill Johnson, a current board member who is expected to become the Chairman of the Board following Mr. Griffin’s retirement, effective May 15, 2025. While we acknowledge the current macroeconomic uncertainties and geopolitical environment, the transformation undertaken in 2024 makes CVG a lower cost, more nimble company, better positioned to navigate these challenges. We are committed to execution, delivery, and driving operational efficiency, while managing the potential impact of trade policy.”

Andy Cheung, Chief Financial Officer, added, “We are encouraged by the quarter-over-quarter improvement in our financial performance, as we start to see the benefits of our strategic portfolio realignment and operational efficiency efforts. However, given the economic environment and policy concerns, we are adjusting our outlook to reflect current market conditions. Our focused portfolio, now more closely aligned with our customers through our re-segmentation, positions us for improved value capture as end markets recover.”

First Quarter Financial Results from Continuing Operations

(amounts in millions except per share data and percentages)

	First Quarter
		2025			2024		$ Change			% Change
Revenues	$	169.8		$	194.6		$	(24.8	)		(12.7	)%
Gross profit	$	17.8		$	23.2		$	(5.4	)		(23.3	)%
Gross margin		10.5	%		11.9	%
Adjusted gross profit ¹	$	18.3		$	24.7		$	(6.4	)		(25.9	)%
Adjusted gross margin ¹		10.8	%		12.7	%
Operating income	$	1.4		$	4.5		$	(3.1	)		(68.9	)%
Operating margin		0.8	%		2.3	%
Adjusted operating income ¹	$	2.1		$	6.3		$	(4.2	)		(66.7	)%
Adjusted operating margin ¹		1.2	%		3.2	%
Net income (loss) from continuing operations	$	(3.1	)	$	1.4		$	(4.5	)		NM²
Adjusted net income (loss) from continuing operations ¹	$	(2.6	)	$	2.8		$	(5.4	)		NM²
Earnings (loss) per share, diluted	$	(0.09	)	$	0.05		$	(0.14	)		NM²
Adjusted earnings (loss) per share, diluted ¹	$	(0.08	)	$	0.08		$	(0.16	)		NM²
Adjusted EBITDA ¹	$	5.8		$	9.7		$	(3.9	)		(40.2	)%
Adjusted EBITDA margin ¹		3.4	%		5.0	%
¹See Appendix A for GAAP to Non-GAAP reconciliation
²Not meaningful

Consolidated Results from Continuing Operations

First Quarter 2025 Results

First quarter 2025 revenues were $169.8 million, compared to $194.6 million in the prior year period, a decrease of 12.7%. The overall decrease in revenues was due to lower sales as a result of a softening in customer demand across all segments.
Operating income in the first quarter 2025 was $1.4 million compared to $4.5 million in the prior year period. The decrease in operating income was attributable to the impact of lower sales volumes. First quarter 2025 adjusted operating income was $2.1 million, compared to $6.3 million in the prior year period.
Interest associated with debt and other expenses was $2.5 million and $2.2 million for the first quarter 2025 and 2024, respectively.
Net loss from continuing operations was $3.1 million, or $(0.09) per diluted share, for the first quarter 2025 compared to net income of $1.4 million, or $0.05 per diluted share, in the prior year period. First quarter 2025 adjusted net loss from continuing operations was $2.6 million, or $(0.08) per diluted share, compared to adjusted net income of $2.8 million, or $0.08 per diluted share.

On March 31, 2025, the Company had $32.4 million of outstanding borrowings on its U.S. revolving credit facility and no outstanding borrowings on its China credit facility, $20.2 million of cash and $102.5 million of availability from the credit facilities (subject to covenant limitations), resulting in total liquidity of $122.7 million.

First Quarter 2025 Segment Results

Global Seating Segment

Revenues were $73.4 million compared to $80.8 million for the prior year period, a decrease of 9.1%, due to lower sales volume as a result of decreased customer demand.
Operating income was $2.7 million, compared $2.8 million in the prior year period, a decrease of 3.0%, primarily attributable to lower sales volume and increased freight costs. First quarter 2025 adjusted operating income was $2.7 million compared to $2.8 million in the prior year period.

Global Electrical Systems Segment

Revenues were $50.5 million compared to $58.7 million in the prior year period, a decrease of 14.1%, primarily as a result of decreased customer demand.
Operating loss was $0.3 million compared to operating income of $0.4 million in the prior year period. The decrease in operating income was primarily attributable to lower sales volumes and unfavorable foreign exchange impacts. First quarter 2025 adjusted operating income was $0.2 million compared to $1.5 million in the prior year period.

Trim Systems and Components Segment

Revenues were $45.9 million compared to $55.1 million in the prior year period, a decrease of 16.6%, primarily as a result of decreased customer demand.
Operating income was $1.5 million compared to $4.2 million in the prior year period, a decrease of 63.5%. The decrease in operating income was primarily attributable to lower sales volume and increased freight costs. First quarter 2025 adjusted operating income was $1.6 million compared to $4.7 million in the prior year period.

Outlook

CVG updated the Company’s outlook for the full year 2025, based on current market conditions:

Metric	Prior 2025 Outlook ($ millions)	2025 Outlook ($ millions)
Net Sales	$670 – $710	$660- $690
Adjusted EBITDA	$25 – $30	$22 – $27
Free Cash Flow		> $20

This outlook reflects, among others, current industry forecasts for North America Class 8 truck builds. According to ACT Research, 2025 North American Class 8 truck production levels are expected to be at 255,000 units. The 2024 actual Class 8 truck builds according to the ACT Research was 332,372 units.

Construction and Agriculture end markets are projected to decline approximately 5-15% in 2025. However, we expect the contribution from new business wins outside of Construction and Agriculture end markets in Electrical Systems to soften this decline.

GAAP to Non-GAAP Reconciliation

A reconciliation of GAAP to non-GAAP financial measures referenced in this release is included as Appendix A to this release.

Conference Call

A conference call to discuss this press release is scheduled for Wednesday, May 7, 2025, at 8:30 a.m. ET. Management intends to reference the Q1 2025 Earnings Call Presentation during the conference call. To participate, dial (800) 549-8228 using conference code 57416. International participants dial (289) 819-1520 using conference code 57416.

This call is being webcast and can be accessed through the “Investors” section of CVG’s website at ir.cvgrp.com, where it will be archived for one year.

A telephonic replay of the conference call will be available for a period of two weeks following the call. To access the replay, dial (888) 660-6264 using access code 57416#.

Company Contact

Andy Cheung
Chief Financial Officer
CVG
[email protected]

Investor Relations Contact

Ross Collins or Stephen Poe
Alpha IR Group
[email protected]

About CVG

CVG is a global provider of systems, assemblies and components to the global commercial vehicle market and the electric vehicle market. We deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries and communities we serve. Information about the Company and its products is available on the internet at www.cvgrp.com.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. These statements often include words such as “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions. In particular, this press release may contain forward-looking statements about the Company’s expectations for future periods with respect to its plans to improve financial results, the future of the Company’s end markets, changes in the Class 8 and Class 5-7 North America truck build rates, performance of the global construction and agricultural equipment business, the Company’s prospects in the wire harness, and electric vehicle markets, the Company’s initiatives to address customer needs, organic growth, the Company’s strategic plans and plans to focus on certain segments, competition faced by the Company, volatility in and disruption to the global economic environment and the Company’s financial position or other financial information. These statements are based on certain assumptions that the Company has made in light of its experience as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including those included in the Company’s filings with the SEC. There can be no assurance that statements made in this press release relating to future events will be achieved. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements.

Other Information

Throughout this document, certain numbers in the tables or elsewhere may not sum due to rounding. Rounding may have also impacted the presentation of certain year-on-year percentage changes.

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ⁽¹⁾ Three Months Ended March 31, 2025 and 2024 (Unaudited) (Amounts in thousands, except per share amounts)

	Three Months Ended
	March 31, 2025			March 31, 2024
Revenues	$	169,795		$	194,626
Cost of revenues		152,002			171,462
Gross profit		17,793			23,164
Selling, general and administrative expenses		16,385			18,655
Operating income		1,408			4,509
Other (income) expense		(72	)		212
Interest expense		2,503			2,186
Income (loss) before provision for income taxes		(1,023	)		2,111
Provision for income taxes		2,116			665
Net income (loss) from continuing operations	$	(3,139	)	$	1,446
Net income (loss) from discontinued operations		(1,173	)		1,493
Net income (loss)		(4,312	)		2,939
Basic earnings (loss) per share
Income (loss) from continuing operations	$	(0.09	)	$	0.05
Income (loss) from discontinued operations	$	(0.03	)	$	0.04
Diluted earnings (loss) per share
Income (loss) from continuing operations	$	(0.09	)	$	0.05
Income (loss) from discontinued operations	$	(0.03	)	$	0.04
Weighted average shares outstanding:
Basic		33,693			33,325
Diluted		33,693			33,403

(1) The operating results related to the cab structures business and Industrial Automation business have been reflected as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented.

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Amounts in thousands, except per share amounts)

ASSETS	March 31, 2025			December 31, 2024
Current assets:
Cash	$	20,213		$	26,630
Accounts receivable, net		119,485			118,683
Inventories		123,086			128,224
Other current assets		30,667			29,763
Total current assets		293,451			303,300
Property, plant and equipment, net		68,684			68,861
Intangible assets, net		3,781			3,918
Deferred income taxes		11,381			11,084
Other assets, net		42,526			37,410
Total assets	$	419,823		$	424,573
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	85,556		$	77,002
Accrued liabilities and other		39,136			40,358
Current portion of long-term debt and short-term debt		13,906			8,438
Total current liabilities		138,598			125,798
Long-term debt		103,494			127,062
Pension and other post-retirement benefits		8,472			8,143
Other long-term liabilities		32,603			27,978
Total liabilities	$	283,167		$	288,981
Stockholders’ equity:
Preferred stock	$	—		$	—
Common stock		337			337
Treasury stock		(16,468	)		(16,468	)
Additional paid-in capital		269,887			269,117
Retained deficit		(78,363	)		(74,051	)
Accumulated other comprehensive loss		(38,737	)		(43,343	)
Total stockholders’ equity		136,656			135,592
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	419,823		$	424,573

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES BUSINESS SEGMENT FINANCIAL INFORMATION (Unaudited) (Amounts in thousands)

	Three Months Ended March 31,
	Global Seating				Global Electrical Systems					Trim Systems and Components				Corporate/Other						Total
	2025		2024			2025		2024		2025		2024			2025			2024		2025		2024
Revenues	$	73,408	$	80,797	$	50,453		$	58,726	$	45,934	$	55,103	$	—		$	—		$	169,795	$	194,626
Gross profit (loss)		9,091		10,846		3,990			4,825		4,712		7,600		—			(107	)		17,793		23,164
Selling, general & administrative expenses		6,378		8,051		4,306			4,382		3,177		3,400		2,524			2,822			16,385		18,655
Operating income (loss)	$	2,713	$	2,795	$	(316	)	$	443	$	1,535	$	4,200	$	(2,524	)	$	(2,929	)	$	1,408	$	4,509

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited) (Amounts in thousands, except per share amounts and percentages)

	Three Months Ended
	March 31, 2025			March 31, 2024
Gross profit	$	17,793		$	23,164
Restructuring		530			1,583
Adjusted gross profit	$	18,323		$	24,747
% of revenues		10.8	%		12.7	%

	Three Months Ended
	March 31, 2025			March 31, 2024
Operating income	$	1,408		$	4,509
Restructuring		702			1,777
Adjusted operating income	$	2,110		$	6,286
% of revenues		1.2	%		3.2	%

	Three Months Ended
	March 31, 2025			March 31, 2024
Net income (loss) from continuing operations	$	(3,139	)	$	1,446
Operating income adjustments		702			1,777
Adjusted provision for income taxes¹		(176	)		(444	)
Adjusted net income (loss) from continuing operations	$	(2,613	)	$	2,779

Diluted EPS	$	(0.09	)	$	0.05
Adjustments to diluted EPS	$	0.01		$	0.03
Adjusted diluted EPS	$	(0.08	)	$	0.08
^1. Reported Tax Provision adjusted for tax effect of special charges at 25%

	Three Months Ended
	March 31, 2025			March 31, 2024
Net income (loss) from continuing operations	$	(3,139	)	$	1,446
Interest expense		2,503			2,186
Provision for income taxes		2,116			665
Depreciation expense		3,438			3,431
Amortization expense		141			183
EBITDA	$	5,059		$	7,911
% of revenues		3.0	%		4.1	%

EBITDA adjustments
Restructuring	$	702		$	1,777
Adjusted EBITDA	$	5,761		$	9,688
% of revenues		3.4	%		5.0	%

	Three Months Ended March 31, 2025
	Global Seating			Global Electrical Systems			Trim Systems and Components			Corporate/Other			Total
Operating income (loss)	$	2,713		$	(316	)	$	1,535		$	(2,524	)	$	1,408
Restructuring		—			530			45			127			702
Adjusted operating income (loss)	$	2,713		$	214		$	1,580		$	(2,397	)	$	2,110
% of revenues		3.7	%		0.4	%		3.4	%					1.2	%

	Three Months Ended March 31, 2024
	Global Seating			Global Electrical Systems			Trim Systems and Components			Corporate/Other			Total
Operating income (loss)	$	2,796		$	444		$	4,200		$	(2,931	)	$	4,509
Restructuring		45			1,091			470			171		$	1,777
Adjusted operating income (loss)	$	2,841		$	1,535		$	4,670		$	(2,760	)	$	6,286
% of revenues		3.5	%		2.6	%		8.5	%					3.2	%

The following tables present reconciliations of the captions within CVG’s Condensed Consolidated Statements of Cash Flows to Free cash flow, attributable to continuing operations, discontinued operations, and total CVG for the three and three months ended March 31, 2025 and 2024.

	Three Months Ended
	March 31, 2025			March 31, 2024
CONTINUING OPERATIONS
Cash flows from operating activities	$	15,015		$	(4,832	)
Purchases of property, plant and equipment		(3,806	)		(4,837	)
Proceeds from sale of business		—			3,200
Free cash flow from continuing operations	$	11,209		$	(6,469	)

DISCONTINUED OPERATIONS
Cash flows from operating activities	$	157		$	2,476
Purchases of property, plant and equipment		—			(222	)
Free cash flow from discontinued operations	$	157		$	2,254

TOTAL COMPANY
Cash flows from operating activities	$	15,172		$	(2,356	)
Purchases of property, plant and equipment		(3,806	)		(5,059	)
Proceeds from sale of business		—			3,200
Free cash flow	$	11,366		$	(4,215	)

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

Appendix B: Supplemental Quarterly Reconciliation of GAAP to Non-GAAP Financial Measures

2024 and 2023 by Quarter

(Unaudited)

(Amounts in thousands)

	Three Months Ended March 31, 2024
	Global Seating		Global Electrical Systems		Trim Systems and Components		Total
Revenues	$	80,797	$	58,726	$	55,103	$	194,626
Cost of revenues		69,951		53,901		47,503		171,355
Gross profit		10,846		4,825		7,600		23,271
Selling, general & administrative expenses		8,051		4,382		3,400		15,833
Operating income	$	2,795	$	443	$	4,200	$	7,438
Corporate and other unallocated costs								2,929
Other (income) expense								212
Interest expense								2,186
Income before provision for income taxes							$	2,111

	Three Months Ended March 31, 2024
	Global Seating		Global Electrical Systems		Trim Systems and Components		Corporate/Other			Total
Operating income (loss)	$	2,795	$	443	$	4,200	$	(2,929	)	$	4,509
Restructuring		45		1,091		470		171			1,777
Adjusted operating income (loss)	$	2,840	$	1,534	$	4,670	$	(2,758	)	$	6,286

	Three Months Ended June 30, 2024
	Global Seating		Global Electrical Systems			Trim Systems and Components		Total
Revenues	$	82,404	$	53,639		$	57,622	$	193,665
Cost of revenues		71,770		49,655			51,672		173,097
Gross profit		10,634		3,984			5,950		20,568
Selling, general & administrative expenses		8,534		4,523			3,623		16,680
Operating income (loss)	$	2,100	$	(539	)	$	2,327	$	3,888
Corporate and other unallocated costs									2,824
Other (income) expense									206
Interest expense									2,417
Loss before provision for income taxes								$	(1,559	)

	Three Months Ended June 30, 2024
	Global Seating		Global Electrical Systems			Trim Systems and Components		Corporate/Other			Total
Operating income (loss)	$	2,100	$	(539	)	$	2,327	$	(2,824	)	$	1,064
Restructuring		762		1,379			1,634		—			3,775
Adjusted operating income (loss)	$	2,862	$	840		$	3,961	$	(2,824	)	$	4,839

	Three Months Ended September 30, 2024
	Global Seating		Global Electrical Systems			Trim Systems and Components		Total
Revenues	$	76,643	$	46,714		$	48,415	$	171,772
Cost of revenues		68,834		43,721			42,706		155,261
Gross profit		7,809		2,993			5,709		16,511
Selling, general & administrative expenses		5,805		4,468			3,806		14,079
Operating income (loss)	$	2,004	$	(1,475	)	$	1,903	$	2,432
Corporate and other unallocated costs									3,492
Other (income) expense									(1,033	)
Interest expense									2,371
Loss before provision for income taxes								$	(2,398	)

	Three Months Ended September 30, 2024
	Global Seating		Global Electrical Systems			Trim Systems and Components			Corporate/Other			Total
Operating income (loss)	$	2,004	$	(1,475	)	$	1,903		$	(3,492	)	$	(1,060	)
Restructuring		778		1,275			2,164			—			4,217
Gain on sale of fixed assets		—		—			(3,544	)					(3,544	)
Adjusted operating income (loss)	$	2,782	$	(200	)	$	523		$	(3,492	)	$	(387	)

	Three Months Ended December 31, 2024
	Global Seating		Global Electrical Systems			Trim Systems and Components			Total
Revenues	$	74,838	$	44,049		$	44,405		$	163,292
Cost of revenues		66,428		42,669			41,120			150,217
Gross profit		8,410		1,380			3,285			13,075
Selling, general & administrative expenses		7,735		4,369			3,413			15,517
Operating income (loss)	$	675	$	(2,989	)	$	(128	)	$	(2,442	)
Corporate and other unallocated costs										2,829
Other (income) expense										(1,585	)
Interest expense										2,200
Loss on extinguishment of debt										509
Loss before provision for income taxes									$	(6,395	)

	Three Months Ended December 31, 2024
	Global Seating			Global Electrical Systems			Trim Systems and Components			Corporate/Other			Total
Operating income (loss)	$	675		$	(2,989	)	$	(128	)	$	(2,829	)	$	(5,271	)
Restructuring		(39	)		—			1,054			—			1,015
Adjusted operating income (loss)	$	636		$	(2,989	)	$	926		$	(2,829	)	$	(4,256	)

	Three Months Ended March 31, 2023
	Global Seating		Global Electrical Systems		Trim Systems and Components		Total
Revenues	$	95,877	$	58,534	$	63,640	$	218,051
Cost of revenues		83,678		49,166		53,218		186,062
Gross profit		12,199		9,368		10,422		31,989
Selling, general & administrative expenses		8,038		4,225		4,124		16,387
Operating income	$	4,161	$	5,143	$	6,298	$	15,602
Corporate and other unallocated costs								3,203
Other (income) expense								(203	)
Interest expense								2,749
Income before provision for income taxes							$	9,853

	Three Months Ended March 31, 2023
	Global Seating		Global Electrical Systems		Trim Systems and Components		Corporate/Other			Total
Operating income (loss)	$	4,161	$	5,143	$	6,298	$	(3,203	)	$	12,399
Restructuring		82		8		—		—			90
Adjusted operating income (loss)	$	4,243	$	5,151	$	6,298	$	(3,203	)	$	12,489

	Three Months Ended June 30, 2023
	Global Seating		Global Electrical Systems		Trim Systems and Components		Total
Revenues	$	89,807	$	67,581	$	63,412	$	220,800
Cost of revenues		76,961		55,814		52,407		185,182
Gross profit		12,846		11,767		11,005		35,618
Selling, general & administrative expenses		8,532		4,685		4,816		18,033
Operating income	$	4,314	$	7,082	$	6,189	$	17,585
Corporate and other unallocated costs								3,099
Other (income) expense								308
Interest expense								2,672
Income before provision for income taxes							$	11,506

	Three Months Ended June 30, 2023
	Global Seating		Global Electrical Systems		Trim Systems and Components		Corporate/Other			Total
Operating income (loss)	$	4,314	$	7,082	$	6,189	$	(3,099	)	$	14,486
Restructuring		49		—		294		—			343
Adjusted operating income (loss)	$	4,363	$	7,082	$	6,483	$	(3,099	)	$	14,829

	Three Months Ended September 30, 2023
	Global Seating		Global Electrical Systems		Trim Systems and Components		Total
Revenues	$	85,220	$	57,136	$	60,541	$	202,897
Cost of revenues		74,861		48,222		50,396		173,479
Gross profit		10,359		8,914		10,145		29,418
Selling, general & administrative expenses		8,716		3,983		4,432		17,131
Operating income	$	1,643	$	4,931	$	5,713	$	12,287
Corporate and other unallocated costs								3,367
Other (income) expense								383
Interest expense								2,489
Income before provision for income taxes							$	6,048

	Three Months Ended September 30, 2023
	Global Seating		Global Electrical Systems		Trim Systems and Components		Corporate/Other			Total
Operating income (loss)	$	1,643	$	4,931	$	5,713	$	(3,367	)	$	8,920
Restructuring		—		—		—		—			—
Adjusted operating income (loss)	$	1,643	$	4,931	$	5,713	$	(3,367	)	$	8,920

	Three Months Ended December 31, 2023
	Global Seating			Global Electrical Systems		Trim Systems and Components		Total
Revenues	$	77,786		$	59,139	$	56,796	$	193,721
Cost of revenues		69,873			49,543		49,890		169,306
Gross profit		7,913			9,596		6,906		24,415
Selling, general & administrative expenses		8,906			4,195		4,027		17,128
Operating income (loss)	$	(993	)	$	5,401	$	2,879	$	7,287
Corporate and other unallocated costs									3,219
Other (income) expense									707
Interest expense									2,338
Income before provision for income taxes								$	1,023

	Three Months Ended December 31, 2023
	Global Seating			Global Electrical Systems		Trim Systems and Components		Corporate/Other			Total
Operating income (loss)	$	(993	)	$	5,401	$	2,879	$	(3,219	)	$	4,068
Restructuring		—			—		385		982			1,367
Adjusted operating income (loss)	$	(993	)	$	5,401	$	3,264	$	(2,237	)	$	5,435

Use of Non-GAAP Measures

This earnings release contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). In general, the non-GAAP measures exclude items that (i) management believes reflect the Company’s multi-year corporate activities; or (ii) relate to activities or actions that may have occurred over multiple or in prior periods without predictable trends. Management uses these non-GAAP financial measures internally to evaluate the Company’s performance, engage in financial and operational planning and to determine incentive compensation.

Management provides these non-GAAP financial measures to investors as supplemental metrics to assist readers in assessing the effects of items and events on the Company’s financial and operating results and in comparing the Company’s performance to that of its competitors and to comparable reporting periods. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. The financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth above should be carefully evaluated.

May 6, 2025 5:03 pm

LyondellBasell prices public offering of guaranteed notes

Houston, May 06, 2025 (GLOBE NEWSWIRE) — LyondellBasell (NYSE: LYB) announced today that LYB International Finance III, LLC, its wholly-owned subsidiary, priced a public offering (the “Offering”) of $500,000,000 aggregate principal amount of 6.150% Guaranteed Notes due 2035 (the “Notes”). The Notes will be fully and unconditionally guaranteed by LyondellBasell. The Offering is expected to close on May 15, 2025, subject to the satisfaction of customary closing conditions.

The net proceeds of the Offering are expected to be used for general corporate purposes, which may include the repayment of the 1.25% Guaranteed Notes due 2025 issued by LYB International Finance III, LLC.

BofA Securities, Inc. and Wells Fargo Securities, LLC are acting as the joint book-running managers for the Offering.

The Offering is being made pursuant to an effective shelf registration statement that was previously filed with the Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement has been filed, and a prospectus supplement relating to the Offering will be filed, with the SEC, to which this communication relates. Prospective investors should read the preliminary prospectus supplement and the accompanying prospectus included in the registration statement and other documents LyondellBasell has filed with the SEC relating to the Offering, copies of which may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the accompanying base prospectus may be obtained by calling BofA Securities, Inc. at 1-800-294-1322 or Wells Fargo Securities, LLC at 1-800-645-3751.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offering of securities will be made only by means of a prospectus supplement, which will be filed with the SEC.

About LyondellBasell
We are LyondellBasell (NYSE: LYB) – a leader in the global chemical industry creating solutions for everyday sustainable living. Through advanced technology and focused investments, we are enabling a circular and low carbon economy. Across all we do, we aim to unlock value for our customers, investors and society. As one of the world’s largest producers of polymers and a leader in polyolefin technologies, we develop, manufacture and market high-quality and innovative products for applications ranging from sustainable transportation and food safety to clean water and quality healthcare.

Forward-Looking Statements
The statements in this release relating to matters that are not historical facts are forward-looking statements. Actual results could differ materially based on factors including, but not limited to, market conditions; our ability to complete the Offering and apply the net proceeds as described; and our ability to comply with debt covenants and to amend, extend, repay, service, and reduce our debt. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the “Risk Factors” section of our Form 10-K for the year ended December 31, 2024, which can be found at www.lyondellbasell.com on the Investors page and on the SEC’s website at www.sec.gov.

Nick Facchin
LyondellBasell
713-623-3643
[email protected]

May 6, 2025 5:03 pm

Barrack, Rodos & Bacine Notifies Shareholders of Open Lending Corp. (LPRO) of a Securities Class Action Lawsuit

PHILADELPHIA, May 06, 2025 (GLOBE NEWSWIRE) — The law firm of Barrack, Rodos & Bacine announces that a class action lawsuit has been filed on behalf of investors who purchased stock in Open Lending Corp. (NASDAQ: LPRO) between February 24, 2022 and March 31, 2025. Open Lending is a provider of services to automotive lenders.

WHAT’S THIS ABOUT?

On March 17, 2025, Open Lending announced that it would postpone its earnings release and conference call, both scheduled for the same day. The company also filed a form with the SEC requesting additional time to complete its financial statements for its annual 10-K report.

On this news, Open Lending’s share price fell $0.40, or 9.3%, to close at $3.91 per share on March 17th. Exactly two weeks later, on March 31st, the company reported a net loss of $144 million due to several factors, including: 1) a “deterioration” of the Company’s “2021 and 2022 vintages,” resulting in loans that were “worth significantly less” than their balances; 2) ”continued elevated delinquencies and ultimate defaults;” and 3) an “increased income tax expense” for the preceding fiscal year. Open Lending also announced that Charles Jehl–who simultaneously held the roles of CEO, CFO, and COO–would be replaced.

On this news, Open Lending’s stock fell almost 58%, closing at $1.17 per share.

WHAT CAN I DO

If you purchased Open Lending stock during the Class Period and sustained a loss on your investment, you are encouraged to contact us about your rights in this matter and the possibility of leading this class action lawsuit. You may contact the firm by calling Linda Border or Mark Stein at 877-386-3304, or via email at [email protected], or visiting the firm’s web site (barrack.com).

Investors have until June 30, 2025, to submit a motion to be appointed as lead plaintiff. Your ability to participate in any recovery does not require that you serve as lead plaintiff or attempt to do so.

WHO WE ARE

Barrack, Rodos & Bacine has more than four decades of experience prosecuting securities law class actions, including cases involving accounting fraud and insider trading, and has achieved some of the largest recoveries in U.S. history of securities litigation. The firm’s largest recoveries on behalf of investors include $6.19 billion for WorldCom investors, $3.32 billion for Cendant investors, $1.05 billion for McKesson investors, and $970.5 million for AIG investors.

May 6, 2025 5:03 pm

Ambarella Announces First Quarter Fiscal Year 2026 Earnings Conference Call to be Held May 29, 2025

SANTA CLARA, Calif., May 06, 2025 (GLOBE NEWSWIRE) — Ambarella, Inc. (NASDAQ: AMBA), an edge AI semiconductor company, today announced it will hold its first quarter fiscal year 2026 earnings conference call on Thursday, May 29, 2025 at 1:30 p.m. (Pacific Time). The company will issue its earnings release after the market closes that same day.

Those interested in asking a question on the call are required to register online in advance. Once registered, the dial-in numbers will be provided with a personal identification number (PIN). When dialing in for the live call, the PIN number must be provided to access the call.

The live webcast of the conference call, and a webcast replay, will be available at: http://investor.ambarella.com/events.cfm

About Ambarella

Ambarella’s products are used in a wide variety of edge AI and human vision applications, including video security, advanced driver assistance systems (ADAS), electronic mirror, drive recorder, driver/cabin monitoring, autonomous driving and robotics applications. Ambarella’s low-power systems-on-chip (SoCs) offer high-resolution video compression, advanced image and radar processing, and powerful deep neural network processing to enable intelligent perception, fusion and planning. For more information, please visit www.ambarella.com.

Contact:
Louis Gerhardy
VP Corporate Development
408-636-2310
[email protected]

May 6, 2025 5:03 pm

Corpay Reports First Quarter Financial Results

Corpay Reports First Quarter Financial Results

Solid start to the year with over $1 billion in revenues

Announced deals with Mastercard and AvidXchange

ATLANTA–(BUSINESS WIRE)–
Corpay, Inc. (NYSE: CPAY), a corporate payments company, today reported financial results for its first quarter ended March 31, 2025.

“Our first quarter results were right in-line with our expectations. First quarter 2025 organic revenue growth was 9% and within that, our Corporate Payments segment grew 19%,” said Ron Clarke, chairman and chief executive officer, Corpay, Inc. “Our fundamental trends: retention, same store sales and sales/new bookings, were very strong. Also, last week we announced an exciting investment and strategic partnership with Mastercard, and today we announced our plan to invest $500 million, alongside TPG, to acquire AvidXchange.”

Financial Results for First Quarter of 2025:

GAAP Results

Revenues increased 8% to $1,005.7 million in the first quarter of 2025, compared with $935.3 million in the first quarter of 2024.
Net income attributable to Corpay^{increased 6% to $243.2 million in the first quarter of 2025, compared with $229.8 million in the first quarter of 2024.}
Net income per diluted share attributable to Corpay increased 9% to $3.40 in the first quarter of 2025, compared with $3.12 per diluted share in the first quarter of 2024.

Non-GAAP Results¹

Organic revenue growth¹ was 9% in the first quarter of 2025.
Adjusted EBITDA¹ increased 8% to $555.4 million in the first quarter of 2025, compared to $516.5 million in the first quarter of 2024.
Adjusted net income attributable to Corpay¹ increased 7% to $322.9 million in the first quarter of 2025, compared with $301.3 million in the first quarter of 2024.
Adjusted net income per diluted share attributable to Corpay¹ increased 10% to $4.51 in the first quarter of 2025, compared with $4.10 per diluted share^{in the first quarter of 2024.}

“Our Corporate Payments and Vehicle Payments segments delivered solid performance driven by implementations and ramping of new sales,” said Alissa Vickery, interim chief financial officer, Corpay, Inc. “Our cross border business performed quite well given the volatility experienced in the currency markets and activity levels remain robust in April.”

Updated Fiscal Year 2025 Outlook:

“We are maintaining our original 2025 outlook, while incorporating our recent Gringo acquisition. We currently expect revenue growth acceleration over the coming quarters driven by new sale implementations and business initiatives. While there is uncertainty around the rest of year macro outlook, our businesses are quite durable, and we’re ready to adjust to any changes in the demand environment,” concluded Vickery.

For fiscal year 2025, Corpay, Inc.’s updated financial guidance¹ is as follows:

Total revenues between $4,380 million and $4,460 million;
Net income between $1,167 million and $1,207 million;
Net income per diluted share between $16.37 and $16.77;
Adjusted net income between $1,485 million and $1,525 million; and
Adjusted net income per diluted share between $20.80 and $21.20.

Corpay’s guidance assumptions for the balance of the year are as follows:

Weighted average U.S. fuel prices equal to $2.96 per gallon;
Fuel price spreads flat with the 2024 average;
Foreign exchange rates equal to the April 2025 forward consensus;
Interest expense between $350 million and $380 million;
Approximately 72 million fully diluted shares outstanding;
An effective tax rate of approximately 25.5% to 26.5%; and
No impact related to material acquisitions not closed.

Conference Call:

The Company will host a conference call to discuss first quarter 2025 financial results today at 5:30 pm ET. Hosting the call will be Ron Clarke, chief executive officer, Alissa Vickery, interim chief financial officer and Jim Eglseder, investor relations. The conference call will be webcast live from the Company’s investor relations website at http://investor.corpay.com. The conference call can also be accessed live over the phone by dialing (800)-445-7795 or (785)-424-1699; the Conference ID is CORPAY. A replay will be available one hour after the call and can be accessed by dialing (844)-512-2921 or (412)-317-6671 for international callers; the replay conference ID is 11158788. The replay will be available through Tuesday, May 13, 2025. Prior to the conference call, the Company will post supplemental financial information that will be discussed during the call and live webcast.

Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about Corpay’s beliefs, assumptions, expectations and future performance, are forward-looking statements. Forward-looking statements can be identified by the use of words such as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project” or “expect,” “may,” “will,” “would,” “could” or “should,” the negative of these terms or other comparable terminology.

These forward-looking statements are not a guarantee of performance, and you should not place undue reliance on such statements. We have based these forward-looking statements largely on preliminary information, internal estimates and management assumptions, expectations and plans about future conditions, events and results. Forward-looking statements are subject to many uncertainties and other variable circumstances, such as risks related to the completion of the acquisition of AvidXchange and our investment therein alongside TPG, including the satisfaction of any conditions thereto; our ability to successfully execute our strategic plan, manage our growth and achieve our performance targets; the impact of macroeconomic conditions, including any recession or economic downturn that has occurred or may occur in the future, and whether expected trends, including retail fuel prices, fuel price spreads, fuel transaction patterns, electric vehicle, retail lodging price, foreign exchange rates and interest rates trends develop as anticipated and we are able to develop successful strategies in light of these trends; our ability to attract new and retain existing partners, fuel merchants, and lodging providers, their promotion and support of our products, and their financial performance; our ability to successfully manage the derivative financial instruments that we use in our Cross-Border solution to reduce our exposure to various market risks, including changes in foreign exchange rates; the failure of management assumptions and estimates, as well as differences in, and changes to, economic, market, interest rate, interchange fees, foreign exchange rates, and credit conditions, including changes in borrowers’ credit risks and payment behaviors; the risk of higher borrowing costs and adverse financial market conditions impacting our funding and liquidity, and any reduction in our credit ratings; our ability to successfully manage our credit risks and the sufficiency of our allowance for expected credit losses; our ability to securitize our trade receivables; the occurrence of fraudulent activity, data breaches or failures of our information security controls or cybersecurity-related incidents that may compromise our systems or customers’ information; any disruptions in the operations of our computer systems and data centers; the international operational and political risks and compliance and regulatory risks and costs associated with international operations; the impact of international conflicts, including between Russia and Ukraine, as well as within the Middle East, on the global economy or our business and operations; the impact of changes in global tariff and trade policies and potential retaliatory actions by affected countries; our ability to develop and implement new technology, products, and services; any alleged infringement of intellectual property rights of others and our ability to protect our intellectual property; the regulation, supervision, and examination of our business by foreign and domestic governmental authorities, as well as litigation and regulatory actions, including the lawsuit filed by the Federal Trade Commission (FTC); the impact of regulations and related requirements relating to privacy, information security and data protection; derivative and hedging activities; use of third-party vendors and ongoing third-party business relationships; and failure to comply with anti-money laundering (AML) and anti-terrorism financing laws; changes in our senior management team and our ability to attract, motivate and retain qualified personnel consistent with our strategic plan; tax legislation initiatives or challenges to our tax positions and/or interpretations, and state sales tax rules and regulations; the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions; our ability to remediate material weaknesses and the ongoing effectiveness of internal control over financial reporting, as well as the other risks and uncertainties identified under the caption “Risk Factors” in the 2024 Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 27, 2025 and subsequent filings with the SEC made by us. These factors could cause our actual results and experience to differ materially from any forward-looking statement made herein. The forward-looking statements included in this press release are made only as of the date hereof and we do not undertake, and specifically disclaim, any obligation to update any such statements as a result of new information, future events or developments, except as specifically stated or to the extent required by law. You may access Corpay’s SEC filings for free by visiting the SEC web site at www.sec.gov.

About Non-GAAP Financial Measures:

This press release includes non-GAAP financial measures, which are used by the Company as supplemental measures to evaluate its overall operating performance. The Company’s definitions of the non-GAAP financial measures used herein may differ from similarly titled measures used by others, including within our industry. By providing these non-GAAP financial measures, together with reconciliations to the most directly comparable GAAP financial measures, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives. See the appendix for additional information regarding these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP measure.

The Company refers to free cash flow, cash net income and adjusted net income attributable to Corpay interchangeably, a non-GAAP financial measure. Adjusted net income attributable to Corpay is calculated as net income attributable to Corpay, adjusted to eliminate (a) non-cash stock based compensation expense related to stock based compensation awards, (b) amortization of deferred financing costs, discounts, intangible assets, amortization of the premium recognized on the purchase of receivables, and amortization attributable to the Company’s noncontrolling interest, (c) integration and deal related costs, and (d) other non-recurring items, including unusual credit losses, certain discrete tax items, the impact of business dispositions, impairment losses, asset write-offs, restructuring costs, loss on extinguishment of debt, taxes associated with stock-based compensation programs, losses and gains on foreign currency transactions and legal settlements and related legal fees. We adjust net income for the tax effect of adjustments using our effective income tax rate, exclusive of certain discrete tax items. We calculate adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay to eliminate the effect of items that we do not consider indicative of our core operating performance.

Adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay are supplemental measures of operating performance that do not represent and should not be considered as an alternative to net income, net income per diluted share or cash flow from operations, as determined by U.S. generally accepted accounting principles, or U.S. GAAP. We believe it is useful to exclude non-cash share based compensation expense from adjusted net income because non-cash equity grants made at a certain price and point in time do not necessarily reflect how our business is performing at any particular time and share based compensation expense is not a key measure of our core operating performance. We also believe that amortization expense can vary substantially from company to company and from period to period depending upon their financing and accounting methods, the fair value and average expected life of their acquired intangible assets, their capital structures and the method by which their assets were acquired; therefore, we have excluded amortization expense from our adjusted net income. Integration and deal related costs represent business acquisition transaction costs, professional services fees, short-term retention bonuses and system migration costs, etc., that are not indicative of the performance of the underlying business. We also believe that certain expenses, discrete tax items, gains on business disposition, recoveries (e.g. legal settlements, write-off of customer receivable, etc.), gains and losses on investments, taxes related to stock-based compensation programs and impairment losses do not necessarily reflect how our investments and business are performing. We adjust net income for the tax effect of each of these adjustments items using the effective tax rate during the period, exclusive of discrete tax items.

Organic revenue growth is calculated as revenue growth in the current period adjusted for the impact of changes in the macroeconomic environment (to include fuel price, fuel price spreads and changes in foreign exchange rates) over revenue in the comparable prior period adjusted to include or remove the impact of acquisitions and/or divestitures and non-recurring items that have occurred subsequent to that period. We believe that organic revenue growth on a macro-neutral, one-time item, and consistent acquisition/divestiture/non-recurring item basis is useful to investors for understanding the performance of Corpay.

EBITDA is defined as earnings before interest, income taxes, interest expense, net, other expense (income), depreciation and amortization, loss on extinguishment of debt, goodwill impairment, investment loss/gain and other operating, net. Adjusted EBITDA is defined as EBITDA further adjusted for stock-based compensation expense and other one-time items including certain legal expenses, restructuring costs and integration and deal related costs. EBITDA and adjusted EBITDA margin are defined as EBITDA and adjusted EBITDA as a percentage of revenue.

Management uses adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, organic revenue growth, EBITDA and adjusted EBITDA:

as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis;
for planning purposes, including the preparation of our internal annual operating budget;
to allocate resources to enhance the financial performance of our business; and
to evaluate the performance and effectiveness of our operational strategies.

About Corpay

Corpay (NYSE: CPAY), the Corporate Payments Company, is a global S&P 500 provider of commercial cards (e.g, business cards, fleet cards, virtual cards) and AP automation solutions (e.g., invoice and payments automation, cross border payments) to businesses worldwide. Our solutions “keep business moving” and result in our customers better controlling purchases, mitigating fraud, and ultimately spending less. To learn more visit www.corpay.com.

__________________________________________________________________________________

¹ Reconciliations of GAAP results to non-GAAP results are provided in Exhibit 1, 5 and 6 attached. Additional supplemental data is provided in Exhibits 2-4. A reconciliation of GAAP guidance to non-GAAP guidance is provided in Exhibit 7.

Corpay, Inc. and Subsidiaries Unaudited Condensed Consolidated Statements of Income (In thousands, except per share amounts and percentages)

	Three Months Ended March 31,
		2025			2024	% Change

Revenues, net	$	1,005,667		$	935,251	8	%
Expenses:
Processing		221,844			207,411	7	%
Selling		107,557			94,188	14	%
General and administrative		156,959			151,262	4	%
Depreciation and amortization		92,188			84,760	9	%
Other operating, net		(5	)		292	NM
Total operating expense		578,543			537,913	8	%
Operating income		427,124			397,338	7	%
Other expenses:
Other expense, net		4,095			2,960	38	%
Interest expense, net		93,922			89,088	5	%
Loss on extinguishment of debt		1,596			—	NM
Total other expense		99,613			92,048	8	%
Income before income taxes		327,511			305,290	7	%
Provision for income taxes		83,636			75,487	11	%
Net income		243,875			229,803	6	%
Less: Net income attributable to noncontrolling interest		642			34	NM
Net income attributable to Corpay	$	243,233		$	229,769	6	%
Basic earnings per share	$	3.46		$	3.20	8	%
Diluted earnings per share	$	3.40		$	3.12	9	%
Weighted average shares outstanding:
Basic shares		70,316			71,769
Diluted shares		71,558			73,545

NM – Not Meaningful

Corpay, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands)

	March 31, 2025			December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,554,835		$	1,553,642
Restricted cash		2,828,588			2,902,703
Accounts and other receivables (less allowance)		2,546,819			2,090,500
Securitized accounts receivable — restricted for securitization investors		1,469,000			1,323,000
Prepaid expenses and other current assets		678,319			806,024
Total current assets		9,077,561			8,675,869
Property and equipment, net		401,523			377,705
Goodwill and other intangibles, net		8,599,243			8,395,109
Other assets		469,453			508,348
Total assets	$	18,547,780		$	17,957,031
Liabilities and Equity
Current liabilities:
Customer deposits		3,228,068			3,266,126
Accounts payable, accrued expenses and other current liabilities		2,753,684			2,671,781
Securitization facility		1,469,000			1,323,000
Current portion of notes payable and lines of credit		785,918			1,446,974
Total current liabilities		8,236,670			8,707,881
Notes payable and other obligations, less current portion		5,916,485			5,226,106
Deferred income taxes		431,022			439,176
Other noncurrent liabilities		469,521			437,879
Total noncurrent liabilities		6,817,028			6,103,161
Commitments and contingencies
Stockholders’ equity:
Common stock		132			131
Additional paid-in capital		3,850,115			3,811,131
Retained earnings		9,439,638			9,196,405
Accumulated other comprehensive loss		(1,606,002	)		(1,713,996	)
Treasury stock		(8,230,047	)		(8,171,329	)
Total Corpay stockholders’ equity		3,453,836			3,122,342
Noncontrolling interest		40,246			23,647
Total equity		3,494,082			3,145,989
Total liabilities and equity	$	18,547,780		$	17,957,031

Corpay, Inc. and Subsidiaries Unaudited Condensed Consolidated Statements of Cash Flows (In thousands)

	Three Months Ended March 31,
		2025			2024
Operating activities
Net income	$	243,875		$	229,803
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		28,396			28,931
Stock-based compensation		18,366			24,979
Provision for credit losses on accounts and other receivables		30,661			25,342
Amortization of deferred financing costs and discounts		2,274			2,029
Amortization of intangible assets and premium on receivables		63,792			55,829
Loss on extinguishment of debt		1,596			—
Deferred income taxes		(7,983	)		647
Other non-cash operating income, net		(46	)		125
Changes in operating assets and liabilities (net of acquisitions/disposition)		(455,082	)		(17,501	)
Net cash (used in) provided by operating activities		(74,151	)		350,184
Investing activities
Acquisitions, net of cash acquired		(153,719	)		(56,325	)
Purchases of property and equipment		(44,771	)		(41,193	)
Other		14,572			(4,826	)
Net cash used in investing activities		(183,918	)		(102,344	)
Financing activities
Proceeds from issuance of common stock		32,079			90,838
Repurchase of common stock		(58,718	)		(288,833	)
Borrowings on securitization facility, net		146,000			114,000
Deferred financing costs		(10,827	)		(3,176	)
Proceeds from notes payable		750,000			325,000
Principal payments on notes payable		(49,285	)		(25,531	)
Borrowings from revolver		2,454,000			1,570,000
Payments on revolver		(3,120,000	)		(1,866,000	)
Payments on swing line of credit, net		—			(75,429	)
Other		(952	)		580
Net cash provided by (used in) financing activities		142,297			(158,551	)
Effect of foreign currency exchange rates on cash		42,850			(28,148	)
Net (decrease) increase in cash and cash equivalents and restricted cash		(72,922	)		61,141
Cash and cash equivalents and restricted cash, beginning of period		4,456,345			3,141,535
Cash and cash equivalents and restricted cash, end of period	$	4,383,423		$	3,202,676
Supplemental cash flow information
Cash paid for interest, net	$	119,022		$	115,773
Cash paid for income taxes, net	$	114,745		$	38,925

Exhibit 1 RECONCILIATION OF NON-GAAP MEASURES (In thousands, except per share amounts; shares in millions) (Unaudited)
The following table reconciles net income attributable to Corpay to adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay.*

	Three Months Ended March 31,
		2025			2024
Net income attributable to Corpay	$	243,233		$	229,769

Stock-based compensation		18,366			24,979
Amortization¹		66,066			57,858
Loss on extinguishment of debt		1,596			—
Integration and deal related costs		11,389			4,235
Restructuring and related costs		2,800			4,382
Other²		7,092			3,612
Total adjustments		107,309			95,066
Income tax impact of pre-tax adjustments at the effective tax rate³		(27,616	)		(23,515	)
Adjusted net income attributable to Corpay	$	322,926		$	301,320
Adjusted net income per diluted share attributable to Corpay	$	4.51		$	4.10
Diluted shares		71.6			73.5

¹Includes consolidated amortization related to intangible assets, premium on receivables, deferred financing costs and debt discounts.

²Includes losses and gains on foreign currency transactions, certain legal expenses, amortization expense attributable to the Company’s noncontrolling interest, taxes associated with stock-based compensation programs and a loss on an economic hedge of a foreign-denominated purchase price of an acquisition.

³ Represents provision for income taxes of pre-tax adjustments.

* Columns may not calculate due to rounding.

Exhibit 2 Key Performance Indicators, by Segment and Revenue Per Performance Metric on a GAAP Basis and Pro Forma and Macro Adjusted (In millions except revenues, net per key performance metric and percentages) (Unaudited)
The following table presents revenues, net and revenues, net per key performance metric by segment.*
	As Reported										Pro Forma and Macro Adjusted²
	Three Months Ended March 31,										Three Months Ended March 31,
		2025			2024		Change			% Change		2025			2024		Change			% Change
VEHICLE PAYMENTS
– Revenues, net	$	487.1		$	494.1		$	(7.0	)	(1)%	$	532.0		$	493.5		$	38.5		8%
– Transactions		213.0			199.7			13.3		7%		213.0			201.0			12.0		6%
– Revenues, net per transaction	$	2.29		$	2.47		$	(0.19	)	(8)%	$	2.50		$	2.46		$	0.04		2%
– Tag transactions³		22.9			21.3			1.6		8%		22.9			21.3			1.6		8%
– Parking transactions		65.1			60.9			4.2		7%		65.1			60.9			4.2		7%
– Fleet transactions		109.7			107.6			2.2		2%		109.7			107.6			2.2		2%
– Other transactions		15.3			9.9			5.4		54%		15.3			11.2			4.1		36%
CORPORATE PAYMENTS
– Revenues, net	$	352.7		$	265.4		$	87.3		33%	$	358.0		$	301.7		$	56.4		19%
– Spend volume	$	50,688		$	36,819		$	13,869		38%	$	50,688		$	42,757		$	7,931		19%
– Revenues, net per spend $		0.70	%		0.72	%		(0.03	)%	(3)%		0.71	%		0.71	%		—	%	—%
LODGING PAYMENTS
– Revenues, net	$	110.2		$	111.3		$	(1.1	)	(1)%	$	110.6		$	111.3		$	(0.7	)	(1)%
– Room nights		9.8			8.2			1.5		19%		9.8			8.2			1.5		19%
– Revenues, net per room night	$	11.26		$	13.51		$	(2.25	)	(17)%	$	11.30		$	13.51		$	(2.20	)	(16)%
OTHER¹
– Revenues, net	$	55.7		$	64.5		$	(8.8	)	(14)%	$	56.2		$	64.5		$	(8.3	)	(13)%
– Transactions		422.0			375.2			46.8		12%		422.0			375.2			46.8		12%
– Revenues, net per transaction	$	0.13		$	0.17		$	(0.04	)	(23)%	$	0.13		$	0.17		$	(0.04	)	(23)%
CORPAY CONSOLIDATED REVENUES
– Revenues, net	$	1,005.7		$	935.3		$	70.4		8%	$	1,056.8		$	970.9		$	85.8		9%

¹Other includes Gift and Payroll Card operating segments.

²See Exhibit 5 for a reconciliation of Pro forma and Macro Adjusted revenue by segment and metrics, non-GAAP measures, to the GAAP equivalent.

³Represents total tag subscription transactions in the quarter. Average monthly tag subscriptions for the first quarter of 2025 is 7.6 million.

* Columns may not calculate due to rounding.

Exhibit 3 Revenues by Geography and Segment (In millions, except percentages) (Unaudited)

Revenues, net by Geography*	Three Months Ended March 31,
	2025		%		2024		%
US	$	507	50	%	$	482	52	%
Brazil		163	16	%		149	16	%
UK		146	15	%		129	14	%
Other		190	19	%		176	19	%
Consolidated Revenues, net	$	1,006	100	%	$	935	100	%

*Columns may not calculate due to rounding.

Revenues, net by Segment*	Three Months Ended March 31,
	2025		%		2024		%
Vehicle Payments	$	487	48	%	$	494	53	%
Corporate Payments		353	35	%		265	28	%
Lodging Payments		110	11	%		111	12	%
Other		56	6	%		64	7	%
Consolidated Revenues, net	$	1,006	100	%	$	935	100	%

*Columns may not calculate due to rounding.

Exhibit 4 Segment Results* (In thousands, except percentages) (Unaudited)

	Three Months Ended March 31,
		2025¹		2024	% Change
Revenues, net:
Vehicle Payments²	$	487,110	$	494,061	(1	)%
Corporate Payments		352,659		265,396	33	%
Lodging Payments		110,224		111,295	(1	)%
Other³		55,674		64,499	(14	)%
	$	1,005,667	$	935,251	8	%
Operating income:
Vehicle Payments²	$	230,226	$	225,695	2	%
Corporate Payments		135,906		104,711	30	%
Lodging Payments		43,295		47,276	(8	)%
Other³		17,697		19,656	(10	)%
	$	427,124	$	397,338	7	%
Depreciation and amortization:
Vehicle Payments²	$	47,275	$	50,321	(6	)%
Corporate Payments		30,159		20,803	45	%
Lodging Payments		12,824		11,630	10	%
Other³		1,930		2,006	(4	)%
	$	92,188	$	84,760	9	%
Capital expenditures:
Vehicle Payments²	$	30,678	$	28,195	9	%
Corporate Payments		7,580		7,276	4	%
Lodging Payments		4,729		896	428	%
Other³		1,784		4,826	(63	)%
	$	44,771	$	41,193	9	%

¹ Results from Gringo acquired in the first quarter of 2025 are reported in the Vehicle Payments segment from the date of acquisition.

²The results of our merchant solutions business disposed of in December 2024 are included in our Vehicle Payments segment for all periods prior to disposition.

³Other includes Gift and Payroll Card operating segments.

NM – Not Meaningful

*Columns may not calculate due to rounding.

Exhibit 5 Reconciliation of Non-GAAP Revenue and Key Performance Metric by Segment to GAAP (In millions) (Unaudited)

	Revenues, net						Key Performance Metric
	Three Months Ended March 31,						Three Months Ended March 31,
	2025*			2024*			2025*		2024*
VEHICLE PAYMENTS – TRANSACTIONS
Pro forma and macro adjusted	$	532.0		$	493.5			213.0		201.0
Impact of acquisitions/dispositions		—			0.6			—		(1.3	)
Impact of fuel prices/spread		(8.7	)		—			—		—
Impact of foreign exchange rates		(36.2	)		—			—		—
As reported	$	487.1		$	494.1			213.0		199.7
CORPORATE PAYMENTS – SPEND
Pro forma and macro adjusted	$	358.0		$	301.7		$	50,688	$	42,757
Impact of acquisitions/dispositions		—			(36.3	)		—		(5,938	)
Impact of fuel prices/spread		—			—			—		—
Impact of foreign exchange rates		(5.3	)		—			—		—
As reported	$	352.7		$	265.4		$	50,688	$	36,819
LODGING PAYMENTS – ROOM NIGHTS
Pro forma and macro adjusted	$	110.6		$	111.3			9.8		8.2
Impact of acquisitions/dispositions		—			—			—		—
Impact of fuel prices/spread		—			—			—		—
Impact of foreign exchange rates		(0.4	)		—			—		—
As reported	$	110.2		$	111.3			9.8		8.2
OTHER¹– TRANSACTIONS
Pro forma and macro adjusted	$	56.2		$	64.5			422.0		375.2
Impact of acquisitions/dispositions		—			—			—		—
Impact of fuel prices/spread		—			—			—		—
Impact of foreign exchange rates		(0.5	)		—			—		—
As reported	$	55.7		$	64.5			422.0		375.2


CORPAY CONSOLIDATED REVENUES
Pro forma and macro adjusted	$	1,056.8		$	970.9		Intentionally Left Blank
Impact of acquisitions/dispositions		—			(35.7	)
Impact of fuel prices/spread²		(8.7	)		—
Impact of foreign exchange rates²		(42.4	)		—
As reported	$	1,005.7		$	935.3


¹Other includes Gift and Payroll Card operating segments.
² Revenues reflect the negative impact of movements in foreign exchange rates of approximately $42 million, negative fuel price spreads of approximately $6 million, and approximately $3 million negative impact from fuel prices.
* Columns may not calculate due to rounding.

Exhibit 6 RECONCILIATION OF NON-GAAP EBITDA AND ADJUSTED EBITDA MEASURES (In millions, except percentages) (Unaudited)
The following table reconciles EBITDA, Adjusted EBITDA and Adjusted EBITDA margin to net income from operations.*

	Three Months Ended March 31,
		2025			2024
Net income from operations	$	243.9		$	229.8
Provision for income taxes		83.6			75.5
Interest expense, net		93.9			89.1
Other expense, net		4.1			3.0
Depreciation and amortization		92.2			84.8
Loss on extinguishment of debt		1.6			—
Other operating, net		—			0.3
EBITDA	$	519.3		$	482.4

Stock-based compensation		18.4			25.0
Other addbacks¹		17.7			9.2
Adjusted EBITDA	$	555.4		$	516.5

Revenues, net	$	1,005.7		$	935.3
Adjusted EBITDA margin		55.2	%		55.2	%

¹Includes certain legal expenses, restructuring costs and integration and deal related costs
* Columns may not calculate due to rounding.

Exhibit 7 RECONCILIATION OF NON-GAAP GUIDANCE MEASURES (In millions, except per share amounts) (Unaudited)
The following table reconciles full year 2025 and second quarter 2025 financial guidance for net income to adjusted net income and adjusted net income per diluted share, at both ends of the range.

	2025 GUIDANCE
	Low*			High*
Net income	$	1,167		$	1,207
Net income per diluted share	$	16.37		$	16.77

Stock based compensation		108			108
Amortization		256			256
Other		64			64
Total pre-tax adjustments		428			428

Income taxes		(110	)		(110	)
Adjusted net income	$	1,485		$	1,525
Adjusted net income per diluted share	$	20.80		$	21.20

Diluted shares		72			72


	Q2 2025 GUIDANCE
	Low*			High*
Net income	$	272		$	282
Net income per diluted share	$	3.82		$	3.92

Stock based compensation		33			33
Amortization		64			64
Other		21			21
Total pre-tax adjustments		118			118

Income taxes		(31	)		(31	)
Adjusted net income	$	359		$	369
Adjusted net income per diluted share	$	5.05		$	5.15

Diluted shares		72			72

* Columns may not calculate due to rounding.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250506059602/en/

Investor Relations

Jim Eglseder, 770-417-4697

[email protected]

KEYWORDS: United States North America Georgia

INDUSTRY KEYWORDS: Technology Human Resources Payments Finance Consulting Security Fintech Professional Services Other Professional Services

MEDIA:

May 6, 2025 5:03 pm

American Financial Group, Inc. Announces First Quarter Results

American Financial Group, Inc. Announces First Quarter Results

Net earnings per share of $1.84; includes $0.03 per share from after-tax non-core items
Core net operating earnings per share of $1.81
First quarter annualized ROE of 13.3%; core operating ROE of 13.1%
Overall average renewal rate increases excluding workers’ compensation of 7%
Capital returned to shareholders in the first quarter was approximately $292 million, includes $167 million in special dividends and $58 million in share repurchases

CINCINNATI–(BUSINESS WIRE)–
American Financial Group, Inc. (NYSE: AFG) today reported 2025 first quarter net earnings of $154 million ($1.84 per share) compared to $242 million ($2.89 per share) for the 2024 first quarter. Net earnings included after-tax non-core net realized gains on securities of $2 million ($0.03 per share) in the 2025 first quarter and $11 million ($0.13 per share) in the 2024 first quarter. Annualized return on equity was 13.3% and 21.2% for the first quarters of 2025 and 2024, respectively, and is calculated excluding accumulated other comprehensive income (AOCI). Other details may be found in the table on the following page.

Core net operating earnings were $152 million ($1.81 per share) for the 2025 first quarter compared to $231 million ($2.76 per share) in the 2024 first quarter. The year-over-year decrease reflects lower property and casualty (P&C) insurance underwriting profit and lower returns in AFG’s alternative investment portfolio. Additional details for the 2025 and 2024 first quarters may be found in the table below. Core net operating earnings for the first quarters of 2025 and 2024 generated annualized returns on equity of 13.1% and 20.2%, respectively, which is calculated excluding AOCI.

	Three Months Ended March 31,
Components of Pretax Core Operating Earnings		2025			2024			2025		2024		2025			2024
In millions, except per share amounts	Before Impact of						Alternative				Core Net Operating
	Alternative Investments						Investments				Earnings, as reported

P&C Pretax Core Operating Earnings	$	234		$	284		$	12	$	56	$	246		$	340
Other expenses		(33	)		(31	)		–		–		(33	)		(31	)
Holding company interest expense		(19	)		(19	)		–		–		(19	)		(19	)
Pretax Core Operating Earnings		182			234			12		56		194			290
Related provision for income taxes		39			47			3		12		42			59
Core Net Operating Earnings	$	143		$	187		$	9	$	44	$	152		$	231

Core Operating Earnings Per Share	$	1.70		$	2.23		$	0.11	$	0.53	$	1.81		$	2.76

Weighted Avg Diluted Shares Outstanding		83.8			83.8			83.8		83.8		83.8			83.8

AFG’s book value per share was $52.50 at March 31, 2025. AFG paid cash dividends of $2.80 per share during the first quarter, including a $2.00 per share special dividend paid in March. For the three months ended March 31, 2025, AFG’s growth in book value per share plus dividends was 4.0%.

Book value per share excluding AOCI was $54.63 per share at March 31, 2025, compared to $56.03 at the end of 2024. For the three months ended March 31, 2025, AFG’s growth in book value per share excluding AOCI plus dividends was 2.5%.

AFG’s net earnings, determined in accordance with U.S. generally accepted accounting principles (GAAP), include certain items that may not be indicative of its ongoing core operations. The table below identifies such items and reconciles net earnings to core net operating earnings, a non-GAAP financial measure. AFG believes that its core net operating earnings provides management, financial analysts, ratings agencies, and investors with an understanding of the results from the ongoing operations of the Company by excluding the impact of net realized gains and losses and other items that are not necessarily indicative of operating trends. AFG’s management uses core net operating earnings to evaluate financial performance against historical results because it believes this provides a more comparable measure of its continuing business. Core net operating earnings is also used by AFG’s management as a basis for strategic planning and forecasting.

In millions, except per share amounts	Three months ended March 31,
		2025		2024
Components of net earnings:
Core operating earnings before income taxes	$	194	$	290
Pretax non-core items:
Realized gains		3		14
Earnings before income taxes		197		304
Provision for income taxes:
Core operating earnings		42		59
Non-core items		1		3
Total provision for income taxes		43		62
Net earnings	$	154	$	242

Net earnings:
Core net operating earnings^(a)	$	152	$	231
Non-core items:
Realized gains		2		11
Net earnings	$	154	$	242


Components of earnings per share:
Core net operating earnings^(a)	$	1.81	$	2.76
Non-core Items:
Realized gains		0.03		0.13
Diluted net earnings per share	$	1.84	$	2.89

Footnote (a) is contained in the accompanying Notes to Financial Schedules at the end of this release.

S. Craig Lindner and Carl H. Lindner III, AFG’s Co-Chief Executive Officers, issued this statement: “Our first quarter results were solid in the face of elevated industry catastrophe losses and heightened levels of economic volatility. In addition, we returned over $290 million to our shareholders during the first quarter of 2025 through a combination of regular dividends, special dividends and share repurchases. Our entrepreneurial, opportunistic culture and disciplined operating philosophy continue to serve us well in environments such as these, and position us for long-term success.”

Messrs. Lindner continued: “AFG continued to have significant excess capital at March 31, 2025. Returning capital to shareholders in the form of regular and special cash dividends and through opportunistic share repurchases is an important and effective component of our capital management strategy. In addition, our capital will be deployed into AFG’s core businesses as we identify the potential for healthy, profitable organic growth, and opportunities to expand our specialty niche businesses through acquisitions and start-ups that meet our target return thresholds.”

Specialty Property and Casualty Insurance Operations

The Specialty P&C insurance operations generated a 94.0% combined ratio in the first quarter of 2025, 3.9 points higher than the 90.1% reported in the first quarter of 2024. First quarter 2025 results include 4.5 points related to catastrophe losses, due primarily to losses from the California wildfires. By comparison, catastrophe losses added 2.3 points to the combined ratio in the 2024 first quarter. First quarter 2025 results benefited from 1.3 points of favorable prior year reserve development, compared to 3.3 points in the first quarter of 2024. Underwriting profit was $94 million for the 2025 first quarter compared to $154 million in the comparable 2024 period. Higher year-over-year underwriting profit in our Specialty Financial Group was more than offset by lower underwriting profit in our Property and Transportation and Specialty Casualty Groups.

First quarter 2025 gross and net written premiums were 2% and 1% lower, respectively, than the comparable period in 2024. We continue to achieve year-over-year premium growth in selected businesses as a result of a combination of new business opportunities, a good renewal rate environment, and increased exposures. However, strategic decisions to optimize long-term results, including the non-renewal of certain under-performing accounts, and proactive underwriting measures to address the impact of social inflation and competitive market conditions in selected lines of business tempered growth in the quarter.

Average renewal pricing across our P&C Group, excluding workers’ compensation, was up approximately 7% for the quarter. Including workers’ compensation, renewal rates were up 5% overall. We believe we are achieving overall renewal rate increases in excess of prospective loss ratio trends to meet or exceed targeted returns.

Historically, AFG has reported results from its internal reinsurance facility that assumes business from several of our Specialty P&C businesses as the Specialty-Other Group. Beginning in the first quarter of 2025, we are presenting the results of the business assumed by our internal reinsurance facility within the same groups as the ceding businesses. The overall results for AFG’s Specialty Property & Casualty Insurance Operations are not impacted by this reclassification. Comparable prior year results have been recast accordingly. We believe this presentation better reflects the performance of the underlying operating businesses, is consistent with how management views and evaluates results, and enhances our financial reporting.

The Property and Transportation Group reported an underwriting profit of $37 million in the first quarter of 2025 compared to $60 million in the first quarter of 2024. The decrease was due primarily to lower year-over-year underwriting profit in our crop insurance business and the impact of particularly strong 2024 results in our property & inland marine business. Catastrophe losses in this group were $10 million in the first quarter of 2025, compared to $9 million in the first quarter of 2024. The businesses in the Property and Transportation Group achieved a 92.5% calendar year combined ratio overall in the first quarter of 2025, 4.0 points higher than the 88.5% reported in the comparable 2024 period.

First quarter 2025 gross and net written premiums in this group were both 6% lower than the comparable prior year period. The decrease was primarily due to the non-renewal of a few large policies in our agricultural and transportation businesses coupled with elevated pricing competition in our transportation businesses. These decreases were partially offset by new business opportunities, a favorable rate environment and higher exposures. Overall renewal rates in this group increased approximately 7% on average in the first quarter of 2025.

The Specialty Casualty Group reported an underwriting profit of $20 million in the first quarter of 2025 compared to $61 million in the comparable 2024 period, reflecting lower underwriting profit in our workers’ compensation and executive liability businesses and higher catastrophe losses. Underwriting profitability in our workers’ compensation and executive liability businesses continues to be strong despite the lower year-over-year profitability. Catastrophe losses for this group were $27 million in the first quarter of 2025 compared to $19 million in the prior year quarter. The businesses in the Specialty Casualty Group achieved a 97.6% calendar year combined ratio in the first quarter of 2025, 5.4 points higher than the 92.2% reported in the comparable period in 2024.

First quarter 2025 gross and net written premiums decreased 3% and 4%, respectively, when compared to the same prior year period. The lower year-over-year premiums were primarily attributed to our excess liability, executive liability, and workers’ compensation businesses, and were partially offset by higher year-over-year premiums in our mergers & acquisitions business and new business opportunities and favorable renewal pricing in several of our other businesses. Excluding our workers’ compensation businesses, renewal rates in this group were up 9%; overall renewal rates in this group were up about 6% in the first quarter of 2025.

The Specialty Financial Group reported an underwriting profit of $37 million in the first quarter of 2025, compared to $33 million in the comparable 2024 period. Favorable prior year reserve development and improved accident year results were partially offset by higher year-over-year catastrophe losses. Catastrophe losses for this group were $35 million in the first quarter of 2025 and were attributed primarily to the California wildfires. By comparison, catastrophe losses in this group in the first quarter of 2024 were $7 million. This group continued to achieve excellent underwriting margins and reported an 87.0% combined ratio for the first quarter of 2025, only 0.4 points higher than the comparable period in 2024 despite the elevated catastrophe losses.

Gross and net written premiums increased by 16% and 18%, respectively, in the 2025 first quarter when compared to the same 2024 period, primarily due to growth in our financial institutions business. Renewal pricing in this group was up approximately 2% in the first quarter.

Carl Lindner III stated, “Our Specialty P&C businesses performed well during the first quarter of 2025 despite elevated catastrophe losses stemming from the California wildfires. Maintaining underwriting discipline has been paramount, as several of our businesses faced heightened price competition during the quarter. We achieved strong rate increases in our most social inflation-exposed lines of businesses and non-renewed several larger accounts with unfavorable loss experience. While these actions moderated our growth this quarter, they have positioned us for future success. We continue to expect premium growth for the full year in 2025. The vast majority of the businesses in our diversified Specialty P&C portfolio met or exceeded our targeted returns.”

Further details about AFG’s Specialty P&C operations may be found in the accompanying schedules and in our Quarterly Investor Supplement, which is posted on our website.

Investments

Net Investment Income – Excluding the impact of alternative investments, net investment income in our property and casualty insurance operations for the three months ended March 31, 2025, increased 6% year-over-year as a result of the impact of rising interest rates and higher balances of invested assets. Property and casualty net investment income including the impact of alternative investments was approximately 17% lower than the comparable 2024 period.

The annualized return on alternative investments was approximately 1.8% for the 2025 first quarter compared to 9.0% for the prior year quarter, due primarily to a decline in the fair value of several underlying investments within our traditional private equity portfolio. Earnings from alternative investments may vary from quarter to quarter based on the reported results of the underlying investments and generally are reported on a quarter lag. Elevated economic uncertainty affecting broad-based equity markets could continue to temper returns in AFG’s traditional private equity portfolio in 2025.

The average annual return on alternative investments over the five calendar years ended December 31, 2024, was approximately 12%. Longer term, we continue to remain optimistic regarding the prospects of attractive returns from our alternative investment portfolio, with an expectation of annual returns averaging 10% or better.

In March 2025, AFG announced that it had reached agreements to sell the Charleston Harbor Resort & Marina. Assuming the successful completion of the diligence period and satisfaction of other customary conditions, the transaction is expected to close in the third quarter of 2025. AFG currently expects to recognize an after-tax core operating gain of approximately $100 million ($1.20 per share) on the sale. This transaction was not contemplated in AFG’s original business plan assumptions.

Non-Core Net Realized Gains (Losses) – AFG recorded first quarter 2025 net realized gains of $2 million ($0.03 per share) after tax, which included $5 million ($0.06 per share) in after-tax net gains to adjust equity securities that the Company continued to own at March 31, 2025, to fair value. By comparison, AFG recorded first quarter 2024 net realized gains of $11 million ($0.13 per share) after tax.

After-tax unrealized losses related to fixed maturities were $148 million at March 31, 2025. Our portfolio continues to be high quality, with 95% of our fixed maturity portfolio rated investment grade and 96% of our P&C fixed maturity portfolio with a National Association of Insurance Commissioners’ designation of NAIC 1 or 2, its highest two categories.

More information about the components of our investment portfolio may be found in our Quarterly Investor Supplement, which is posted on our website.

About American Financial Group, Inc.

American Financial Group is an insurance holding company, based in Cincinnati, Ohio. Through the operations of Great American Insurance Group, AFG is engaged primarily in property and casualty insurance, focusing on specialized commercial products for businesses. Great American Insurance Group’s roots go back to 1872 with the founding of its flagship company, Great American Insurance Company.

Forward Looking Statements

This press release, and any related oral statements, contains certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements in this press release not dealing with historical results are forward-looking and are based on estimates, assumptions, and projections. Examples of such forward-looking statements include statements relating to: the Company’s expectations concerning market and other conditions and their effect on future premiums, revenues, earnings, investment activities and the amount and timing of share repurchases or special dividends; recoverability of asset values; expected losses and the adequacy of reserves for asbestos, environmental pollution and mass tort claims; rate changes; and improved loss experience.

Actual results and/or financial condition could differ materially from those contained in or implied by such forward-looking statements for a variety of reasons including, but not limited to: the risks and uncertainties AFG describes in the “Risk Factors” section of its most recent Annual Report on Form 10-K, as updated by its other reports filed with the Securities and Exchange Commission; whether or not the sale of Charleston Harbor Resort & Marina closes and AFG’s net gain as a result of the sale; changes in financial, political and economic conditions, including changes in interest and inflation rates, currency fluctuations and extended economic recessions or expansions in the U.S. and/or abroad; performance of securities markets; new legislation or declines in credit quality or credit ratings that could have a material impact on the valuation of securities in AFG’s investment portfolio; the availability of capital; changes in insurance law or regulation, including changes in statutory accounting rules, including modifications to capital requirements; changes in the legal environment affecting AFG or its customers; tax law and accounting changes; levels of natural catastrophes and severe weather, terrorist activities (including any nuclear, biological, chemical or radiological events), incidents of war or losses resulting from pandemics, civil unrest and other major losses; disruption caused by cyber-attacks or other technology breaches or failures by AFG or its business partners and service providers, which could negatively impact AFG’s business or reputation and/or expose AFG to litigation; development of insurance loss reserves and establishment of other reserves, particularly with respect to amounts associated with asbestos and environmental claims; availability of reinsurance and ability of reinsurers to pay their obligations; competitive pressures; the ability to obtain adequate rates and policy terms; changes in AFG’s credit ratings or the financial strength ratings assigned by major ratings agencies to AFG’s operating subsidiaries; and the impact of the conditions in the international financial markets and the global economy relating to AFG’s international operations.

The forward-looking statements herein are made only as of the date of this press release. The Company assumes no obligation to publicly update any forward-looking statements.

Conference Call

The Company will hold a conference call to discuss 2025 first quarter results at 11:30 a.m. (ET) tomorrow, Wednesday, May 7, 2025. There are two ways to access the call.

Participants should register for the call here now, or any time up to and during the time of the call, and will immediately receive the dial-in number and a unique pin to access the call. While you may register at any time up to and during the time of the call, you are encouraged to join the call 10 minutes prior to the start of the event.

The conference call and accompanying webcast slides will also be broadcast live over the internet. To access the event, click the following link: https://www.afginc.com/news-and-events/event-calendar. Alternatively, you can choose Events from the Investor Relations page at www.AFGinc.com.

A replay of the webcast will be available via the same link on our website approximately two hours after the completion of the call.

Websites:

www.AFGinc.com

www.GreatAmericanInsuranceGroup.com

(Financial summaries follow)

This earnings release and AFG’s Quarterly Investor Supplement are available in the Investor Relations section of AFG’s website: www.AFGinc.com.

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES SUMMARY OF EARNINGS AND SELECTED BALANCE SHEET DATA (In Millions, Except Per Share Data)

	Three months ended March 31,
		2025			2024
Revenues
Net earned premiums	$	1,580		$	1,546
Net investment income		173			198
Realized gains on securities		3			14
Income of managed investment entities:
Investment income		76			99
Gain (loss) on change in fair value of
assets/liabilities		(3	)		10
Other income		27			39
Total revenues		1,856			1,906

Costs and expenses
Losses & loss adjustment expenses		965			912
Commissions and other underwriting expenses		530			503
Interest charges on borrowed money		19			19
Expenses of managed investment entities		68			92
Other expenses		77			76
Total costs and expenses		1,659			1,602

Earnings before income taxes		197			304
Provision for income taxes		43			62

Net earnings	$	154		$	242

Diluted earnings per common share	$	1.84		$	2.89

Average number of diluted shares		83.8			83.8

Selected Balance Sheet Data:	March 31, 2025					December 31, 2024
Total cash and investments	$				15,994	$	15,852
Long-term debt	$				1,476	$	1,475

Shareholders’ equity^(b)	$				4,392	$	4,466
Shareholders’ equity (excluding AOCI)	$				4,571	$	4,706

Book value per share^(b)	$				52.50	$	53.18
Book value per share (excluding AOCI)	$				54.63	$	56.03

Common Shares Outstanding					83.7		84.0

Footnote (b) is contained in the accompanying Notes to Financial Schedules at the end of this release.

AMERICAN FINANCIAL GROUP, INC. SPECIALTY P&C OPERATIONS (Dollars in Millions)

	Three months ended March 31,						Pct. Change
		2025			2024

Gross written premiums	$	2,291		$	2,336			(2	%)


Net written premiums	$	1,611		$	1,634			(1	%)

Ratios (GAAP):
Loss & LAE ratio		61.0	%		58.6	%
Underwriting expense ratio		33.0	%		31.5	%

Specialty Combined Ratio		94.0	%		90.1	%

Combined Ratio – P&C Segment		94.1	%		90.1	%

Supplemental Information:^(c)
Gross Written Premiums:
Property & Transportation	$	897		$	959			(6	%)
Specialty Casualty		1,068			1,097			(3	%)
Specialty Financial		326			280			16	%
	$	2,291		$	2,336			(2	%)

Net Written Premiums:
Property & Transportation	$	563		$	597			(6	%)
Specialty Casualty		772			803			(4	%)
Specialty Financial		276			234			18	%
	$	1,611		$	1,634			(1	%)

Combined Ratio (GAAP):
Property & Transportation		92.5	%		88.5	%
Specialty Casualty		97.6	%		92.2	%
Specialty Financial		87.0	%		86.6	%

Aggregate Specialty Group		94.0	%		90.1	%

				Three months ended March 31,
					2025			2024
Reserve Development (Favorable)/Adverse:
Property & Transportation				$	(19	)	$	(46	)
Specialty Casualty					12			(11	)
Specialty Financial					(13	)		6
Specialty Group					(20	)		(51	)
Other					–			1
Total Reserve Development				$	(20	)	$	(50	)

Points on Combined Ratio:
Property & Transportation					(3.9	)		(8.8	)
Specialty Casualty					1.6			(1.4	)
Specialty Financial					(4.6	)		2.4

Aggregate Specialty Group					(1.3	)		(3.3	)
Total P&C Segment					(1.3	)		(3.2	)

Footnote (c) is contained in the accompanying Notes to Financial Schedules at the end of this release.

AMERICAN FINANCIAL GROUP, INC.
Notes to Financial Schedules

a)	Components of core net operating earnings (in millions):

	Three months ended March 31,
		2025			2024
Core Operating Earnings before Income Taxes:
P&C insurance segment	$	246		$	340
Interest and other corporate expenses		(52	)		(50	)

Core operating earnings before income taxes		194			290
Related income taxes		42			59

Core net operating earnings	$	152		$	231

b)	Shareholders’ Equity at March 31, 2025, includes ($179) million ($2.13 per share loss) in Accumulated Other Comprehensive Income (Loss) compared to ($240 million) ($2.85 per share loss) in Accumulated Other Comprehensive Income (Loss) at December 31, 2024.

c)	Supplemental Notes:
	Property & Transportation includes primarily physical damage and liability coverage for buses and trucks and other specialty transportation niches, inland and ocean marine, agricultural-related products and other commercial property coverages. Specialty Casualty includes primarily excess and surplus, general liability, executive liability, professional liability, umbrella and excess liability, specialty coverages in targeted markets, customized programs for small to mid-sized businesses and workers’ compensation insurance. Specialty Financial includes risk management insurance programs for lending and leasing institutions (including equipment leasing and collateral and lender-placed mortgage property insurance), surety and fidelity products and trade credit insurance.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250506136348/en/

Diane P. Weidner, IRC, CPA (inactive)

Vice President – Investor & Media Relations

(513) 369-5713

KEYWORDS: United States North America Ohio

INDUSTRY KEYWORDS: Professional Services Insurance Finance

MEDIA:

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May 6, 2025 5:00 pm

Mueller Water Products to Participate in Upcoming Investor Conferences

ATLANTA, May 06, 2025 (GLOBE NEWSWIRE) — Mueller Water Products, Inc. (NYSE: MWA), a leading manufacturer and marketer of products and solutions used in the transmission, distribution and measurement of water in North America, announced that its management team will participate in the following investor conferences in May:

Oppenheimer 20^th Annual Industrial Growth Conference (virtual) on May 7, 2025, with management hosting investor meetings.
Wolfe Research 18^th Annual Global Transportation & Industrials Conference (New York, NY) on May 20, 2025, with management hosting investor meetings.

The accompanying presentation will be available on the Events and Presentations webpage under Investor Relations on the Company’s website www.muellerwaterproducts.com.

About Mueller Water Products, Inc.

Mueller Water Products, Inc. is a leading manufacturer and marketer of products and solutions used in the transmission, distribution and measurement of water in North America. Our broad portfolio includes engineered valves, fire hydrants, pipe connection and repair products, metering products, leak detection, pipe condition assessment, pressure management products, and software that provides critical water system data. We help municipalities increase operational efficiencies, improve customer service and prioritize capital spending, demonstrating why Mueller Water Products is Where Intelligence Meets Infrastructure^®. Visit us at www.muellerwaterproducts.com.

Mueller refers to one or more of Mueller Water Products, Inc. (MWP), a Delaware corporation, and its subsidiaries. MWP and each of its subsidiaries are legally separate and independent entities when providing products and services. MWP does not provide products or services to third parties. MWP and each of its subsidiaries are liable only for their own acts and omissions and not those of each other.

Investor Relations Contact: Whit Kincaid
770-206-4116
[email protected]

Media Contact: Jenny Barabas
470-806-5771
[email protected]

May 6, 2025 5:00 pm

Grindr to Participate in the J.P. Morgan Global Technology, Media and Communications Conference

Grindr to Participate in the J.P. Morgan Global Technology, Media and Communications Conference

LOS ANGELES–(BUSINESS WIRE)–
Grindr Inc. (NYSE: GRND), the Global Gayborhood in Your Pocket^™, today announced that Vanna Krantz, Grindr’s Chief Financial Officer, will participate in a fireside chat at the upcoming J.P. Morgan Global Technology, Media and Communications Conference in Boston, MA on Tuesday, May 13, 2025, at 5:10 PM ET.

A live webcast of the fireside chat will be made available on Grindr’s investor relations website at https://investors.grindr.com/. An archived replay of the webcast will be available following the event.

About Grindr Inc.

With more than 14.5 million average monthly active users, Grindr (NYSE:GRND) has grown to become the Global Gayborhood in Your Pocket™, on a mission to make a world where the lives of our global community are free, equal, and just. Available in 190 countries and territories, Grindr is often the primary way for our users to connect, express themselves, and discover the world around them. Since 2015, Grindr for Equality has advanced human rights, health, and safety for millions of LGBTQ+ people in partnership with organizations in every region of the world. Grindr has offices in West Hollywood, the Bay Area, Chicago, and New York. The Grindr app is available on the App Store and Google Play.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250506283262/en/

Investors:

[email protected]

Media:

[email protected]

KEYWORDS: United States North America California Massachusetts

INDUSTRY KEYWORDS: Apps/Applications Technology Entertainment LGBTQ+ Online Communications Other Entertainment Social Media Consumer

MEDIA:

May 6, 2025 4:56 pm

AvidXchange Agrees to be Acquired by TPG in Partnership with Corpay for $2.2 Billion

AvidXchange stockholders to receive $10.00 per share in cash

CHARLOTTE, N.C., May 06, 2025 (GLOBE NEWSWIRE) — AvidXchange Holdings, Inc. (NASDAQ: AVDX) (“AvidXchange” or the “Company”), a leading provider of accounts payable (AP) automation software and payment solutions, today announced that it has entered into a definitive agreement to be acquired by TPG (NASDAQ: TPG), a global alternative asset management firm, in partnership with Corpay, a global leader in corporate payments. TPG and Corpay will acquire AvidXchange for $10.00 per share in a cash transaction that values AvidXchange at $2.2 billion. TPG will acquire a majority interest in AvidXchange through TPG Capital, the firm’s U.S. and European private equity platform. Corpay will acquire a minority interest in the Company.

The purchase price represents a 22% premium over the Company’s closing price of $8.20 on May 6, 2025, a 16% premium over the 90-day volume weighted average price as of the same date, and a 45% premium over the $6.89 closing price as of March 12, 2025, the last trading day before media reports of a potential transaction involving the Company. Upon completion of the transaction, AvidXchange will become a private company with additional flexibility to continue investing in growth and delivering integrated payment solutions that enable greater efficiency, visibility, and control for customers.

“We are pleased to have reached an agreement that delivers significant value for AvidXchange stockholders and positions our business for long-term growth and success for our valued customers,” said Michael Praeger, CEO of AvidXchange. “Over the last 25 years, AvidXchange has established itself as a leader in AP automation and payment software by building a differentiated platform primed for growth. With TPG and Corpay, we will have the resources and long-term focus to scale our platform and provide more innovative solutions that help our customers across the country transform their accounts payable processes.”

“There is a very large opportunity for businesses to improve their accounts payable processes through automation and become more efficient, more secure, and more accurate,” said John Flynn, Partner at TPG. “AvidXchange is addressing this need, providing a differentiated payment network and end-to-end tools that integrate seamlessly into workflows, enabling strong connectivity between businesses and their suppliers. We are thrilled to partner with Michael Praeger and the AvidXchange team, as well as Ron Clarke and the Corpay team, to support and accelerate the growth of the platform.”

“TPG’s technology team has focused on AP automation for several years, and we have long recognized AvidXchange as a distinct leader in this space,” said Tim Millikin, Partner at TPG. “Modern businesses require modern payment technology, and we see significant opportunity for AvidXchange as a private company to continue enhancing its solutions to improve visibility and unlock efficiencies across the payment process.”

“We’re delighted to partner with AvidXchange leadership and TPG on this transaction,” said Ron Clarke, Chairman and CEO of Corpay. “AvidXchange’s leading suite of AP automation solutions has made them a trusted partner to over 8,500 middle market businesses and is highly complementary to our corporate payments business. We couldn’t be more excited about the company’s future prospects.”

Approvals and Timing

Certain members of the AvidXchange senior management team have agreed to rollover a significant portion of their equity in support of the transaction. The transaction was unanimously approved by the independent members of the Board of Directors of AvidXchange.

The transaction is subject to customary closing conditions, including receipt of AvidXchange stockholder approval and required regulatory approvals, and is expected to close in the fourth quarter of 2025. There are no financing conditions to the transaction.

First Quarter Earnings and Conference Call Update

AvidXchange will release its first quarter 2025 financial results on Wednesday, May 7, 2025. In light of the announced transaction, the Company has canceled the earnings conference call previously scheduled for that date.

Advisors

Financial Technology Partners and Barclays are serving as financial advisors to AvidXchange. Latham & Watkins LLP is serving as the Company’s legal advisor.

J.P. Morgan Securities LLC, Moelis & Company and RBC Capital Markets acted as financial advisors to TPG, and Davis Polk & Wardwell LLP and Schulte Roth & Zabel LLP acted as legal counsel to TPG.

Goldman Sachs acted as financial advisor to Corpay, and Eversheds Sutherland acted as legal counsel to Corpay.

About AvidXchange™

AvidXchange is a leading provider of accounts payable (“AP”) automation software and payment solutions for middle market businesses and their suppliers. AvidXchange’s software-as-a-service-based, end-to-end software and payment platform digitizes and automates the AP workflows for more than 8,500 businesses and it has made payments to more than 1,350,000 supplier customers of its buyers over the past five years. To learn more about how AvidXchange is transforming the way companies pay their bills, visit www.AvidXchange.com.

About TPG

TPG is a leading global alternative asset management firm, founded in San Francisco in 1992, with $246 billion of assets under management and investment and operational teams around the world. TPG invests across a broadly diversified set of strategies, including private equity, impact, credit, real estate, and market solutions, and our unique strategy is driven by collaboration, innovation, and inclusion. Our teams combine deep product and sector experience with broad capabilities and expertise to develop differentiated insights and add value for our fund investors, portfolio companies, management teams, and communities. For more information, visit www.tpg.com.

About Corpay

Important Information and Where to Find It

This communication is being made in respect of the proposed transaction (the “Transaction”) involving AvidXchange, Arrow Borrower 2025, Inc. (“Parent”) and Arrow Merger Sub 2025, Inc. The Transaction will be submitted to the Company’s stockholders for their consideration and approval at a special meeting of the Company’s stockholders. In connection with the Transaction, the Company expects to file with the Securities and Exchange Commission (the “SEC”) a proxy statement on Schedule 14A (the “Proxy Statement”), the definitive version of which (if and when available) will be sent or provided to the Company’s stockholders and will contain important information about the Transaction and related matters. The Company, affiliates of the Company and affiliates of Parent intend to jointly file a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) with the SEC. The Company may also file other relevant documents with the SEC regarding the Transaction. This communication is not a substitute for the Proxy Statement, the Schedule 13E-3 or any other document that the Company may file with the SEC. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE TRANSACTION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.

Investors and security holders may obtain free copies of the Proxy Statement, the Schedule 13E-3 and other documents containing important information about the Company and the Transaction that are filed or will be filed with the SEC by the Company when they become available at the SEC’s website at www.sec.gov or at the Company’s website at ir.avidxchange.com.

Participants in the Solicitation

The Company and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Transaction. Information regarding the Company’s directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in the definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on April 30, 2025 (the “2025 Annual Meeting Proxy Statement”), and will be available in the Proxy Statement. To the extent holdings of the Company’s securities by such directors or executive officers (or the identity of such directors or executive officers) have changed since the information set forth in the 2025 Annual Meeting Proxy Statement, such information has been or will be reflected on the Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the interests of the Company’s directors and executive officers in the Transaction will be included in the Proxy Statement if and when it is filed with the SEC. You may obtain free copies of these documents using the sources indicated above.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current expectations, estimates and projections about future events, which are subject to change. Any statements as to the expected timing, completion and effects of the Transaction or that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “intend,” “aim,” “plan,” “believe,” “could,” “seek,” “see,” “should,” “will,” “may,” “would,” “might,” “considered,” “potential,” “predict,” “projection,” “estimate,” “forecast,” “continue,” “likely,” “target” or similar expressions. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results to differ materially from those expressed in any forward-looking statements.

These risks, uncertainties, assumptions and other important factors that might materially affect such forward-looking statements include, but are not limited to: (i) the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction; (ii) the possibility that the Company’s stockholders may not approve the Transaction; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement entered into pursuant to the Transaction; (iv) the risk that the parties to the merger agreement may not be able to satisfy the conditions to the Transaction in a timely manner or at all; (v) the risk of any litigation relating to the Transaction; (vi) the risk that the Transaction and its announcement could have an adverse effect on the ability of the Company to retain buyers and retain and hire key personnel and maintain relationships with buyers, suppliers, employees, stockholders and other business relationships and on the Company’s operating results and business generally; (vii) the risk that the Transaction and its announcement could have adverse effects on the market price of the Company’s common stock; (viii) the possibility that the parties to the Transaction may not achieve some or all of any anticipated benefits with respect to the Company’s business and the Transaction may not be completed in accordance with the parties’ expected plans or at all; (ix) the risk that restrictions on the Company’s conduct during the pendency of the Transaction may impact the Company’s ability to pursue certain business opportunities; (x) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the Company to pay a termination fee; (xii) the risk that the Company’s stock price may decline significantly if the Transaction is not consummated; (xiii) the Company’s ability to enter into new strategic relationships and to further develop existing strategic relationships, including relationships with accounting and enterprise resource planning software providers, financial institutions, payment processing and other service providers; (xiv) the Company’s ability to develop or acquire and deploy new solutions; (xv) the Company’s ability to raise capital and the terms of those financings; (xvi) the Company’s ability to identify and respond to cybersecurity threats and incidents; (xvii) the risk posed by legislative, regulatory and economic developments affecting the Company’s business; (xviii) general economic and market developments and conditions, including with respect to federal monetary policy, federal trade policy, interest rates, interchange rates, labor shortages and supply chain issues; and (xix) the other risk factors and cautionary statements described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and other documents filed by the Company with the SEC. The above list of factors is not exhaustive or necessarily in order of importance. These forward-looking statements speak only as of the date they are made, and the Company does not undertake to, and specifically disclaims any obligation to, update any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.

Media Contact:

TPG

Courtney Power
[email protected]

Corpay Investor Relations

Jim Eglseder
[email protected]
770-417-4697

AvidXchange

Investor Contact:

Subhaash Kumar
[email protected]
813.760.2309