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NEW YORK, April 22, 2025 (GLOBE NEWSWIRE) — Moore Law, PLLC, a securities and shareholder law firm located in New York City on Wall Street, is investigating potential claims against:

• Quantum Computing, Inc. (NASDAQ: QUBT) –
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QCI is an American company that purportedly utilizes non-linear quantum optics to deliver quantum products for high-performance computing applications. The Company has a history of reinventing its business to align with shifting popular trends in the technology industry.

On November 27, 2024, Iceberg Research (published a report alleging that QCI’s press releases concerning its TFLN foundry, as well as purchase orders for the Company’s TFLN chips, were a sham. In support of these allegations, Iceberg cited communications with a university professor who had ordered the Company’s TFLN chips, photos of the address at which the Company’s purported TFLN foundry was located per QCI’s website—which showed only what appeared to be an office building—and communications with ASU Research Park building management.

On January 16, 2025, Capybara Research published a report alleging that Quantum Computing has overstated its ties to NASA, fabricated revenues through related-party transactions, and misrepresented a manufacturing facility that Capybara claims is merely a small R&D lab as a fully operational foundry.

On this news, Quantum Computing’s stock price fell $1.72 per share, or 14.89%, over the following two trading sessions. Year to date Quantum Computing stock is down approximately 68%.

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PHILADELPHIA, April 22, 2025 (GLOBE NEWSWIRE) — Brandywine Realty Trust (NYSE:BDN) today reported its financial and operating results for the three months ended March 31, 2025.

Management Comments

“During the first quarter, we made excellent progress on our 2025 business plan highlighted by achieving 92% of our speculative revenue target based on the midpoint of our guidance.” stated Jerry Sweeney, President and Chief Executive Officer of Brandywine Realty Trust. “We continue to experience positive mark-to-market rental rate increases of 8.9% and 2.3% on an accrual and cash basis as well. We have also executed approximately 306,000 square feet of forward new leasing commencing after the first quarter, our highest total in eleven quarters. Our Schuylkill Yards residential development project Avira is now 96% leased and we anticipate stabilizing this project later this quarter. We remain in an excellent liquidity position with $65 million outstanding on our $600 million unsecured line of credit, having repaid our $70 million term loan, and no unsecured bonds maturing until November 2027. Based on the progress we have made on our 2025 business plan, we are narrowing our FFO range from $0.60 to $0.72 per share to $0.61 to $0.71 per share.”

First Quarter 2025 Highlights

Financial Results

• Net loss attributable to common shareholders: ($27.4) million, or ($0.16) per share.
• Funds from Operations (FFO) available to common shareholders: $24.7 million, or $0.14 per diluted share.

Portfolio Results

• Core Portfolio:   86.6% occupied and 89.2% leased.
• New and renewal leases signed: 235,000 square feet during the first quarter in our wholly-owned portfolio and, including leasing within our unconsolidated joint ventures, totaled 340,000 square feet.
• Rental rate mark-to-market: Increased 8.9% on an accrual basis and 2.3% on a cash basis.
• Same store net operating income (NOI): Decreased (2.6)% on an accrual basis and increased 2.3% on a cash basis.
• Leases scheduled to commence subsequent to March 31, 2025: 306,000 square feet.

Transaction Activity

Finance Activity

• On February 28, 2025, we used cash-on-hand and our unsecured line of credit to repay our $70 million unsecured term loan on the maturity date.
• As of March 31, 2025, we had a $65.0 million outstanding balance on our $600.0 million unsecured line of credit.
• As of March 31, 2025, we had $29.4 million of cash and cash equivalents on-hand.

Results for the Three Months Ended March 31, 2025

Net loss attributable to common shareholders totaled ($27.4) million, or ($0.16) per diluted share, in the first quarter of 2025 compared to a net loss allocated to common shares of ($16.7) million, or ($0.10) per diluted share in the first quarter of 2024.

FFO available to common shareholders and unit holders in the first quarter of 2025 totaled $24.7 million, or $0.14 per diluted share, versus $41.2 million or $0.24 per diluted share in the first quarter of 2024. Our first quarter 2025 payout ratio ($0.15 common share distribution / $0.14 FFO per diluted share) was 107.1%.

Operating and Leasing Activity

In the first quarter of 2025, our NOI excluding termination revenues and other income items decreased (2.6)% on an accrual basis and increased 2.3% on a cash basis for our 62 same store properties, which were 86.4% and 86.5% occupied on March 31, 2025 and March 31, 2024, respectively.

We leased approximately 235,000 square feet and commenced occupancy on 327,000 square feet during the first quarter of 2025. The first quarter occupancy activity includes 232,000 square feet of renewals, 65,000 square feet of new leases and 30,000 square feet of tenant expansions. We also have an additional 306,000 square feet of executed new leasing scheduled to commence subsequent to March 31, 2025, our highest total in eleven quarters which will offset this quarter’s negative absorption totaling (146,000) square feet of which 38% is already preleased. Our tenant retention ratio was 55%. First quarter rental rate growth increased 8.9% as our renewal rental rates increased 9.3% and our new lease/expansion rental rates increased 6.8%, all on an accrual basis.

At March 31, 2025, our core portfolio of 63 properties comprising 11.9 million square feet was 86.6% occupied and, as of April 18, 2025, 89.2% leased (reflecting new leases commencing after March 31, 2025).

Distributions

On February 19, 2025, our Board of Trustees declared a quarterly cash dividend of $0.15 per common share and OP Unit that will be paid on April 17, 2025 to holders of record on April 3, 2025.

2025 Earnings and FFO Guidance

Based on current plans and assumptions and subject to the risks and uncertainties more fully described in our Securities and Exchange Commission filings, we are adjusting our 2025 loss per share guidance from $(0.60) – $(0.48) per share to $(0.56) – $(0.46) per share and our 2025 FFO guidance from $0.60 – $0.72 per diluted share to $0.61 – $0.71 per diluted share. This guidance is provided for informational purposes and is subject to change. The following is a reconciliation of the calculation of 2025 FFO and earnings per diluted share:

Guidance for 2025	Range
Loss per diluted share allocated to common shareholders	$(0.56)	to	$(0.46)
Plus: real estate depreciation, amortization	1.17		1.17
FFO per diluted share	$0. 6 1	to	$0.7 1

Our 2025 FFO key assumptions include:

• Year-end Core Occupancy Range: 88-89%;
• Year-end Core Leased Range: 89-90%;
• Rental Rate Mark-to-Market (accrual): 3-4%;
• Rental Rate Mark-to-Market (cash): (3)-(2)%;
• Same Store (accrual) NOI Range: (1)-1%;
• Same Store (cash) NOI Range: 1-3%;
• Speculative Revenue Target: $27.0 – $28.0 million, $25.4 million achieved;
• Tenant Retention Rate Range: 59-61%;
• Property Acquisition Activity: None;
• Property Sales Activity (excluding land): $40.0-$60.0 million;
• Development Starts: One Start;
• Financing Activity: We repaid our $70 million unsecured term loan on the scheduled February 2025 maturity date and plan to refinance our $50.0 million construction loan (scheduled to mature August 2026);
• Share Buyback Activity: None; and
• Annual earnings and FFO per diluted share based on 179.0 million fully diluted weighted average common shares.

Except as outlined in our 2025 business plan included in the Supplemental Information Package, our estimates do not include (1) possible future gains or losses or the impact on operating results from other possible future property acquisitions or dispositions, (2) the impacts of any other capital markets activity, (3) future write-offs or reinstatements of accounts receivable and accrued rent balances, or (4) future impairment charges. EPS estimates may fluctuate based on several factors, including changes in the recognition of depreciation and amortization expense, impairment losses on depreciable real estate, and any gains or losses associated with disposition activity. Management is not able to assess at this time the potential impact of these factors on projected EPS. By definition, FFO does not include real estate-related depreciation and amortization, impairment losses on depreciable real estate, or gains or losses associated with disposition activities or depreciable real estate. For a complete definition of FFO and statements of the reasons why management believes FFO provides useful information to investors, see page 40 in our first quarter supplement information package. There can be no assurance that our actual results will not differ materially from the estimates set forth below.

About Brandywine Realty Trust

Brandywine Realty Trust (NYSE: BDN) is one of the largest, publicly traded, full-service, integrated real estate companies in the United States with a core focus in Philadelphia, PA and Austin, TX. Organized as a real estate investment trust (REIT), we own, develop, lease and manage an urban, town center and transit-oriented portfolio comprising 125 properties and 19.4 million square feet as of March 31, 2025. Our purpose is to shape, connect and inspire the world around us through our expertise, the relationships we foster, the communities in which we live and work, and the history we build together. For more information, please visit www.brandywinerealty.com.

Conference Call and Audio Webcast

After releasing our first quarter earnings after the market close on Tuesday, April 22, 2025, we will hold our first quarter conference call on Wednesday April 23, 2025 at 9:00 a.m. Eastern Time. To access the conference call by phone, please visit this link here, and you will be provided with dial in details.   A live webcast of the conference call will also be available on the Investor Relations page of our website at www.brandywinerealty.com.

Looking Ahead – Second Quarter 2025 Conference Call

We expect to release our second quarter 2025 earnings on Wednesday, July 23, 2025, after the market close and will host our second quarter 2025 conference call on Thursday, July 24, 2025 at 9:00 a.m. Eastern Time. We expect to issue a press release in advance of these events to reconfirm the dates and times and provide all related information.

Supplemental Information

We produce a supplemental information package that includes details regarding the performance of the portfolio, financial information, non-GAAP financial measures, same-store information and other useful information for investors. The supplemental information is available via our website, www.brandywinerealty.com, through the “Investor Relations” section.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “will,” “strategy,” “expects,” “seeks,” “believes,” “potential,” or other similar words. Because such statements involve known and unknown risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. These forward-looking statements, including our 2025 Guidance and our 2025 Business Plan, are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and not within our control. Such risks, uncertainties and contingencies include, among others: risks related to the impact of other potential future outbreaks of infectious diseases on our financial condition, results of operations and cash flows and those of our tenants as well as on the economy and real estate and financial markets; reduced demand for office space and pricing pressures, including from competitors, changes to tenant work patterns that could limit our ability to lease space or set rents at expected levels or that could lead to declines in rent; uncertainty and volatility in capital and credit markets, including changes that reduce availability, and increase costs, of capital or that delay receipt of future debt financings and refinancings; the effect of inflation and interest rate fluctuations, including on the costs of our planned debt financings and refinancings; the potential loss or bankruptcy of tenants or the inability of tenants to meet their rent and other lease obligations; risks of acquisitions and dispositions, including unexpected liabilities and integration costs; delays in completing, and cost overruns incurred in connection with, our developments and redevelopments; disagreements with joint venture partners; unanticipated operating and capital costs; uninsured casualty losses and our ability to obtain adequate insurance, including coverage for terrorist acts; additional asset impairments; our dependence upon certain geographic markets; changes in governmental regulations, tax laws and rates and similar matters; unexpected costs of REIT qualification compliance; costs and disruptions as the result of a cybersecurity incident or other technology disruption; reliance on key personnel; and failure to maintain an effective system of internal control, including internal control over financial reporting. The declaration and payment of future dividends (both timing and amount) is subject to the determination of our Board of Trustees, in its sole discretion, after considering various factors, including our financial condition, historical and forecast operating results, and available cash flow, as well as any applicable laws and contractual covenants and any other relevant factors. Our Board’s practice regarding declaration of dividends may be modified at any time and from time to time. Additional information on factors which could impact us and the forward-looking statements contained herein are included in our filings with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2024. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events except as required by law.

Non-GAAP Supplemental Financial Measures

We compute our financial results in accordance with generally accepted accounting principles (GAAP). Although FFO and NOI are non-GAAP financial measures, we believe that FFO and NOI calculations are helpful to shareholders and potential investors and are widely recognized measures of real estate investment trust performance. At the end of this press release, we have provided a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measure.

Funds from Operations (FFO)

We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT), which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than us. NAREIT defines FFO as net income (loss) before non-controlling interests and excluding gains (losses) on sales of depreciable operating property, impairment losses on depreciable consolidated real estate, impairment losses on investments in unconsolidated real estate ventures and extraordinary items (computed in accordance with GAAP); plus real estate related depreciation and amortization (excluding amortization of deferred financing costs), and after similar adjustments for unconsolidated joint ventures. Net income, the GAAP measure that we believe to be most directly comparable to FFO, includes depreciation and amortization expenses, gains or losses on property sales, extraordinary items and non-controlling interests. To facilitate a clear understanding of our historical operating results, FFO should be examined in conjunction with net income (determined in accordance with GAAP) as presented in the financial statements included elsewhere in this release. FFO does not represent cash flow from operating activities (determined in accordance with GAAP) and should not be considered to be an alternative to net income (loss) (determined in accordance with GAAP) as an indication of our financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available for our cash needs, including our ability to make cash distributions to shareholders. We generally consider FFO and FFO per share to be useful measures for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO and FFO per share can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies.

Net Operating Income (NOI)

NOI (accrual basis) is a non-GAAP financial measure equal to net income available to common shareholders, the most directly comparable GAAP financial measure, plus corporate general and administrative expense, depreciation and amortization, interest expense, non-controlling interest in the Operating Partnership and losses from early extinguishment of debt, less interest income, development and management income, gains from property dispositions, gains on sale from discontinued operations, gains on early extinguishment of debt, income from discontinued operations, income from unconsolidated joint ventures and non-controlling interest in property partnerships. In some cases we also present NOI on a cash basis, which is NOI after eliminating the effects of straight-lining of rent and deferred market intangible amortization. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. NOI should not be considered an alternative to net income as an indication of our performance or to cash flows as a measure of the Company’s liquidity or its ability to make distributions. We believe NOI is a useful measure for evaluating the operating performance of our properties, as it excludes certain components from net income available to common shareholders in order to provide results that are more closely related to a property’s results of operations. We use NOI internally to evaluate the performance of our operating segments and to make decisions about resource allocations. We concluded that NOI provides useful information to investors regarding our financial condition and results of operations, as it reflects only the income and expense items incurred at the property level, as well as the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unlevered basis.

Same Store Properties

In our analysis of NOI, particularly to make comparisons of NOI between periods meaningful, it is important to provide information for properties that were in-service and owned by us throughout each period presented. We refer to properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by us through the end of the latest period presented as Same Store Properties. Same Store Properties therefore exclude properties placed in-service, acquired, repositioned, held for sale or in development or redevelopment after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented. Accordingly, it takes at least one year and one quarter after a property is acquired for that property to be included in Same Store Properties.

Core Portfolio

Our core portfolio is comprised of our wholly-owned properties, excluding any properties currently in development, re-development, recently completed not yet stabilized, re-entitlement or held for sale.

Speculative Revenue

Speculative Revenue represents the amount of rental revenue the company projects to be recorded during the current calendar year from new and renewal leasing activity in its core portfolio that has yet to be executed as of the beginning of the year. This revenue is primarily attributable to the absorption of core portfolio square footage that was either vacant at the beginning of the year or the renewal of existing tenants due to expire during the current year.

BRANDYWINE REALTY TRUST CONSOLIDATED BALANCE SHEETS (unaudited, in thousands, except share and per share data)
	March 31, 2025				December 31, 2024
ASSETS
Real estate investments:
Operating properties	$	3,405,048			$	3,374,780
Accumulated depreciation		(1,200,058	)			(1,171,803	)
Right of use asset – operating leases, net		18,259				18,412
Operating real estate investments, net		2,223,249				2,221,389
Construction-in-progress		78,021				94,628
Land held for development		82,536				81,318
Prepaid leasehold interests in land held for development, net		27,762				27,762
Total real estate investments, net		2,411,568				2,425,097
Cash and cash equivalents		29,428				90,229
Restricted cash and escrow		2,045				5,948
Accounts receivable		13,573				12,703
Accrued rent receivable, net of allowance of $867 and $909 as of March 31, 2025 and December 31, 2024, respectively		185,957				184,312
Investment in unconsolidated real estate ventures		570,370				570,455
Deferred costs, net		82,051				84,317
Intangible assets, net		5,028				5,505
Other assets		123,766				113,647
Total assets	$	3,423,786			$	3,492,213
LIABILITIES AND BENEFICIARIES’ EQUITY
Secured debt, net	$	281,166			$	275,338
Unsecured credit facility		65,000				—
Unsecured term loan, net		249,084				318,949
Unsecured senior notes, net		1,619,260				1,618,527
Accounts payable and accrued expenses		118,454				129,717
Distributions payable		26,487				26,256
Deferred income, gains and rent		21,293				35,414
Intangible liabilities, net		7,080				7,292
Lease liability – operating leases		23,591				23,546
Other liabilities		12,975				12,587
Total liabilities	$	2,424,390			$	2,447,626
Brandywine Realty Trust’s Equity:
Common Shares of Brandywine Realty Trust’s beneficial interest, $0.01 par value; shares authorized 400,000,000; 173,050,963 and 172,665,995 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		1,728				1,724
Additional paid-in-capital		3,193,485				3,182,621
Deferred compensation payable in common shares		21,875				20,456
Common shares in grantor trust, 1,341,572 and 1,221,333 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		(21,875	)			(20,456	)
Cumulative earnings		756,524				783,499
Accumulated other comprehensive income		(23	)			2,521
Cumulative distributions		(2,958,128	)			(2,931,730	)
Total Brandywine Realty Trust’s equity		993,586				1,038,635
Noncontrolling interests		5,810				5,952
Total beneficiaries’ equity	$	999,396			$	1,044,587
Total liabilities and beneficiaries’ equity	$	3,423,786			$	3,492,213

BRANDYWINE REALTY TRUST CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands, except share and per share data)
	Three Months Ended March 31,
		2025				2024
Revenue
Rents	$	114,428			$	119,008
Third party management fees, labor reimbursement and leasing		5,829				5,894
Other		1,259				1,582
Total revenue		121,516				126,484
Operating expenses
Property operating expenses		33,526				32,279
Real estate taxes		11,432				12,592
Third party management expenses		2,633				2,543
Depreciation and amortization		44,353				45,042
General and administrative expenses		17,470				11,104
Total operating expenses		109,414				103,560
Gain on sale of real estate
Net gain on disposition of real estate		3,059				—
Total gain on sale of real estate		3,059				—
Operating income		15,161				22,924
Other income (expense):
Interest and investment income		1,186				421
Interest expense		(31,845	)			(25,049	)
Interest expense – amortization of deferred financing costs		(1,230	)			(1,091	)
Equity in loss of unconsolidated real estate ventures		(10,511	)			(13,588	)
Net gain (loss) on real estate venture transactions		183				(29	)
Net loss before income taxes		(27,056	)			(16,412	)
Income tax provision		—				(2	)
Net loss		(27,056	)			(16,414	)
Net loss attributable to noncontrolling interests		81				46
Net loss attributable to Brandywine Realty Trust		(26,975	)			(16,368	)
Nonforfeitable dividends allocated to unvested restricted shareholders		(429	)			(336	)
Net loss attributable to Common Shareholders of Brandywine Realty Trust	$	(27,404	)		$	(16,704	)
PER SHARE DATA
Basic loss per Common Share	$	(0.16	)		$	(0.10	)
Basic weighted average shares outstanding		172,915,482				172,207,037
Diluted loss per Common Share	$	(0.16	)		$	(0.10	)
Diluted weighted average shares outstanding		172,915,482				172,207,037

BRANDYWINE REALTY TRUST FUNDS FROM OPERATIONS (unaudited, in thousands, except share and per share data)
	Three Months Ended March 31,
		2025				2024
Net loss attributable to common shareholders	$	(27,404	)		$	(16,704	)
Add (deduct):
Net loss attributable to noncontrolling interests – LP units		(81	)			(49	)
Nonforfeitable dividends allocated to unvested restricted shareholders		429				336
Net loss on real estate venture transactions		106				29
Net gain on disposition of real estate		(3,059	)			—
Depreciation and amortization:
Real property		38,729				39,117
Leasing costs including acquired intangibles		4,815				5,019
Company’s share of unconsolidated real estate ventures		11,436				13,852
Partners’ share of consolidated real estate ventures		(3	)			—
Funds from operations	$	24,968			$	41,600
Funds from operations allocable to unvested restricted shareholders		(305	)			(419	)
Funds from operations available to common share and unit holders (FFO)	$	24,663			$	41,181
FFO per share – fully diluted	$	0.14			$	0.24
Weighted-average shares/units outstanding — fully diluted		178,473,873				174,864,742
Distributions paid per common share	$	0.15			$	0.15
FFO payout ratio (distributions paid per common share/FFO per diluted share)		107	%			63	%

BRANDYWINE REALTY TRUST SAME STORE OPERATIONS – 1st QUARTER (unaudited and in thousands)

Of the 64 properties owned by the Company as of March 31, 2025, a total of 62 properties (“Same Store Properties”) containing an aggregate of 11.8 million net rentable square feet were owned for the entire three months ended March 31, 2025 and 2024. As of March 31, 2025, two properties were recently completed. The Same Store Properties were 86.4% and 86.5% occupied as of March 31, 2025 and 2024, respectively. The following table sets forth revenue and expense information for the Same Store Properties:

	Three Months Ended March 31,
		2025				2024
Revenue
Rents	$	107,554			$	106,884
Other		280				255
Total revenue		107,834				107,139
Operating expenses
Property operating expenses		29,825				27,952
Real estate taxes		10,891				11,196
Net operating income	$	67,118			$	67,991
Net operating income – percentage change over prior year		(1.3)	%
Net operating income, excluding other items	$	66,256			$	68,048
Net operating income, excluding other items – percentage change over prior year		(2.6)	%
Net operating income	$	67,118			$	67,991
Straight line rents & other		(144	)			(3,193	)
Above/below market rent amortization		(210	)			(238	)
Amortization of tenant inducements		221				138
Non-cash ground rent expense		239				243
Cash – Net operating income	$	67,224			$	64,941
Cash – Net operating income – percentage change over prior year		3.5	%
Cash – Net operating income, excluding other items	$	66,108			$	64,598
Cash – Net operating income, excluding other items – percentage change over prior year		2.3	%
	Three Months Ended March 31,
		2025				2024
Net loss:	$	(27,056	)		$	(16,414	)
Add/(deduct):
Interest and investment income		(1,186	)			(421	)
Interest expense		31,845				25,049
Interest expense – amortization of deferred financing costs		1,230				1,091
Equity in loss of unconsolidated real estate ventures		10,511				13,588
Net gain on real estate venture transactions		(183	)			29
Net loss on disposition of real estate		(3,059	)			—
Depreciation and amortization		44,353				45,042
General & administrative expenses		17,470				11,104
Income tax provision		—				2
Consolidated net operating income		73,925				79,070
Less: Net operating income of non-same store properties and elimination of non-property specific operations		(6,807	)			(11,079	)
Same store net operating income	$	67,118			$	67,991

Company / Investor Contact:

Tom Wirth
EVP & CFO
610-832-7434
[email protected]

Heather Crowell
Gregory FCA
215-316-6271
[email protected]

HAMILTON, Bermuda, 22 April, 2025, 10.30 pm CET – Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) (“Golden Ocean”) and CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) (“CMB.TECH”) are pleased to announce that they have signed a term sheet (the “Term Sheet”) for a contemplated stock-for-stock merger, with CMB.TECH as the surviving entity, based on an exchange ratio of 0.95 shares of CBM.TECH for each share of Golden Ocean (the “Exchange Ratio”), subject to customary adjustments.

The Term Sheet has been unanimously approved by Golden Ocean’s Board of Directors, including its special transaction committee composed of disinterested directors (the “Transaction Committee”), and by CMB.TECH’s Supervisory Board. As part of this, the Transaction Committee has received a fairness opinion from its financial advisor DNB Markets, part of DNB Bank ASA, concluding that the Exchange Ratio is fair from a financial point of view to Golden Ocean’s shareholders.

The transaction would be structured as a merger with Golden Ocean merging with and into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH (the “Merger”). Existing shares of Golden Ocean, which are not (directly or indirectly) owned by CMB.TECH, will be cancelled and ultimately exchanged for newly issued CMB.TECH shares at an exchange ratio of 0.95 shares of CBM.TECH for each share of Golden Ocean, subject to customary adjustments, including to reflect share buybacks, share issuances and/or dividend distributions that may take place prior to completion of the Merger. Upon completion of the Merger, 95,952,934 new shares of CMB.TECH would be issued, whereby CMB.TECH shareholders would own approximately 70% of the total issued share capital of the combined company (or 67% excluding treasury shares) and Golden Ocean shareholders would own approximately 30% (or 33% excluding treasury shares), assuming the Exchange Ratio is not adjusted.

The Merger will create one of the largest diversified listed maritime groups in the world with a combined fleet of more than 250 vessels.

The consummation of the Merger remains subject to customary conditions, including confirmatory due diligence, negotiation and execution of definitive transaction agreements, applicable board approvals, regulatory approvals, third-party consents, Golden Ocean shareholder approval, and effectiveness of a registration statement on Form F-4 to be filed by CMB.TECH with the U.S. Securities and Exchange Commission (“SEC”).

Upon completion of the Merger, Golden Ocean would delist from NASDAQ and Euronext Oslo Børs. CMB.TECH would remain listed on the New York Stock Exchange and Euronext Brussels and will pursue a secondary listing on the Euronext Oslo Børs following and subject to completion of the Merger.

The parties aim to enter into definitive transaction agreements, including an agreement and plan of merger, during the second quarter of 2025 and to complete the Merger in the third quarter of 2025. Shareholders should be informed that definitive transaction agreements may not be entered into on the indicated terms mentioned herein, or at all.

Peder Simonsen, CEO of Golden Ocean, commented: “The proposed merger with CMB.TECH gives Golden Ocean a great opportunity to be part of a large diversified maritime group. Our fleet and CMB.TECH’s dry bulk vessels are very complementary and would create one of the largest and most modern dry bulk fleets in the world, including 87 modern Capesize and Newcastlemax vessels, with a favorable long-term outlook. If completed, the merged company will be one of the largest listed maritime groups both in terms of market capitalisation, net asset value and expected share liquidity. This transaction will allow us to offer an even broader service to our customers, a wide range of possibilities to our employees and last but not least the creation of long-term added value to our shareholders.“

Carl Steen, Chairman of the Transaction Committee of Golden Ocean, commented: “The disinterested directors of Golden Ocean have analysed the values of both companies in a possible stock-for-stock merger. We have concluded unanimously that the proposed exchange ratio based on a net asset value of CMB.TECH of 15.23 USD per share and a value of 14.49 USD per Golden Ocean share is fair, and believe this proposed merger is in the best interests of the company and its stakeholders.“

Alexander Saverys, CEO of CMB.TECH, commented: “By merging CMB.TECH and Golden Ocean, we would take another great step forward in building our leading diversified maritime group. Our fleet would grow to more than 250 modern vessels spread over five shipping divisions. The value of our fleet would reach more than 11 billion USD and, combined with our public listings and enhanced liquidity in our shares, we will have all the necessary firepower to continue to invest in our fleet and seize opportunities. Our focus on decarbonisation is starting to generate meaningful long-term contracts, and the recent IMO decisions on limiting greenhouse gas emissions from shipping give us even more wind (and ammonia) in our sails. It’s full speed ahead to decarbonise today to navigate tomorrow!“

For further information, reference is made to the presentation made available on the website of


CMB.TECH

 

Capital Markets Days

To share more information, Golden Ocean and CMB.TECH will host Capital Markets Days in Antwerp, Belgium on 24 April 2025 (14:00 CET) and in Oslo, Norway on 29 April 2025 (14:00 CET).

The calls will be hybrid webcasts with an accompanying slideshow. You can find details of both conference calls, including the links to the conference calls below and on the websites of CMB.TECH and Golden Ocean.

The presentation and recordings of the Capital Market Days will be available on the websites of CMB.TECH and Golden Ocean.
 
Capital Markets Day Antwerp (CMB.TECH, meeting room Hull, Gerlachekaai 20, 2000 Antwerp – Belgium)

Webcast Information
Event Type:	Hybrid conference call
Event Date:	24 April 2025
Event Time:	14:00 CET
Event Title:	“Capital Markets Day”
Event Site/URL:	https://events.teams.microsoft.com/event/3b5c75e0-80f2-4354-bb80-4a4b4d5b368a@d0b2b045-83aa-4027-8cf2-ea360b91d5e4

If you would like to attend the event in person, please register by filling in the forms.

Telephone participants who are unable to pre-register may dial in to the respective number of their location (to be found here). The phone conference ID is the following: 101 606 640#

Capital Markets Day Oslo (Hotell Amerikalinjen, meeting room Haven, Jernbanetorget 2, 0154 Oslo – Norway)

Webcast Information
Event Type:	Hybrid conference call
Event Date:	29 April 2025
Event Time:	14:00 CET
Event Title:	“Capital Markets Day”
Event Site/URL:	https://events.teams.microsoft.com/event/2d9bfc31-dae5-4f27-b826-a72bd831fa3e@d0b2b045-83aa-4027-8cf2-ea360b91d5e4

If you would like to attend the event in person, please register by filling in the forms.

Telephone participants who are unable to pre-register may dial in to the respective number of their location (to be found here). The phone conference ID is the following: 153 389 295#
 

About Golden Ocean

Golden Ocean is a Bermuda incorporated shipping company specializing in the transportation of dry bulk cargoes. As of February 2025, the Golden Ocean fleet consists of 91 vessels, with an aggregate capacity of approximately 13.7 million deadweight tonnes. Golden Ocean’s ordinary shares are listed on the Nasdaq Global Select Market with a secondary listing on the Euronext Oslo Børs under the ticker symbol “GOGL”.
 

About CMB.TECH

CMB.TECH is a diversified and future-proof maritime group. We own and operate more than 150 seagoing vessels: crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels and workboats. CMB.TECH also offers hydrogen and ammonia fuel to customers, through own production or third-party producers.

CMB.TECH is headquartered in Antwerp, Belgium, and has offices across Europe, Asia, United States and Africa.

CMB.TECH is listed on Euronext Brussels and the NYSE under the ticker symbol “CMBT”.        

Advisors

DNB Markets, a part of DNB Bank ASA, is acting as financial advisor to Golden Ocean. 

This information is considered inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act.

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. CMB.TECH and Golden Ocean desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and they are including this cautionary statement in connection with this safe harbor legislation. The words “believe”, “anticipate”, “intends”, “estimate”, “forecast”, “project”, “plan”, “potential”, “may”, “should”, “expect”, “pending” and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, CMB.TECH and Golden Ocean’s management’s examination of historical operating trends, data contained in company records and other data available from third parties. Although management believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond CMB.TECH or Golden Ocean’s control, there can be no assurance that CMB.TECH or Golden Ocean will achieve or accomplish these expectations, beliefs or projections.

You are cautioned not to place undue reliance on CMB.TECH’s and Golden Ocean’s forward-looking statements. These forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance and are applicable only as of the dates of such statements. Neither CMB.TECH nor Golden Ocean assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.

Disclaimer

Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons distributing this communication must satisfy themselves that it is lawful to do so. The potential transactions described in this announcement and the distribution of this announcement and other information in connection with the potential transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions.

This announcement is not a recommendation in favor of the proposed merger described herein. In connection with the proposed merger, CMB.TECH intends to file with the SEC a registration statement on Form F–4 that will include a prospectus of CMB.TECH and a proxy statement of Golden Ocean. CMB.TECH and Golden Ocean also plan to file other relevant documents with the SEC regarding the proposed merger. YOU ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You may obtain a free copy of the proxy statement/prospectus (when it becomes available) and other relevant documents that CMB.TECH and Golden Ocean file with the SEC at the SEC’s website at www.sec.gov.

 

HAMILTON, N.J., April 22, 2025 (GLOBE NEWSWIRE) — First Bank (Nasdaq Global Market: FRBA) (“the Bank”) today announced results for the first quarter of 2025. Net income for the first quarter of 2025 was $9.4 million, or $0.37 per diluted share, compared to $12.5 million, or $0.50 per diluted share, for the first quarter of 2024. Return on average assets, return on average equity and return on average tangible equityⁱ for the first quarter of 2025 were 1.00%, 9.20% and 10.54%, respectively, compared to 1.41%, 13.36% and 15.64%, respectively, for the first quarter of 2024. 

First Quarter 2025 Performance Highlights:

• Total loans of $3.24 billion at March 31, 2025 grew $91.8 million, or 11.8%, annualized, from the linked quarter ended December 31, 2024.
• Total deposits were $3.12 billion at March 31, 2025, increasing $63.9 million, or 8.5% annualized from the linked quarter ended December 31, 2024.
• Net interest margin measured 3.65% for the first quarter of 2025, increasing 11 basis points from 3.54% for the linked quarter ended December 31, 2024.
• Tangible book value per shareⁱⁱ grew to $14.47 at March 31, 2025, increasing 8.0%, annualized, from $14.19 at December 31, 2024.
• Strong asset quality continued, with nonperforming assets decreasing to 0.42% of total assets at March 31, 2025, compared to 0.46% at December 31, 2024 and 0.64% at March 31, 2024.

“We are pleased to report high-quality loan and deposit growth in the first quarter of 2025,” Patrick L. Ryan, President and CEO of First Bank, reflecting on the Bank’s performance. “Our team produced excellent Commercial and Industrial (“C&I”) loan growth during the quarter with an improved net interest margin and sustained asset quality. We are especially pleased to have achieved this with an efficiency ratio that remained below 60% for the 23^rd consecutive quarter, and with continued growth in our primary areas of focus. Our recent and ongoing investments in technology and new C&I lending and deposit-focused business units are building scale and bearing fruit, as reflected in our 10.8% year-over-year increase in tangible book value per share.”

Mr. Ryan continued, “Our success demonstrates a deep commitment to continuing our evolution from a traditional community bank into a full-service, middle market commercial bank. We are executing with a clear vision for our future success, growing our balance sheet and earnings power through strategic initiatives focused on diversification and profitability. Our goal is to achieve top-quartile performance among our peers in any economic environment. We expect our strong underwriting and diversification strategies will support quality growth in 2025 and beyond. As our new business units continue to scale up, we expect to see even better efficiency and profitability moving forward. Additionally, we are pleased to continue driving returns for shareholders through successful share buybacks and meaningful dividends.”

Income Statement

In the first quarter of 2025, the Bank’s net interest income increased to $32.1 million, growing $1.8 million, or 5.9%, compared to the same period in 2024. The increase was primarily driven by an increase of $2.2 million in interest income which outpaced the $450,000 increase in interest expense in the first quarter of 2025 compared to the same quarter in 2024. Net interest income increased $498,000, or 1.6%, over the linked fourth quarter of 2024. This increase was primarily driven by a decrease of $1.6 million in interest expense on deposits, resulting from lower average rates in the first quarter, partially offset by a $1.1 million decrease in interest income from interest bearing deposits with banks, due to lower average balances and yields.

The Bank’s tax equivalent net interest margin measured 3.65% for the first quarter of 2025, increasing by one basis point from 3.64% for the prior year quarter, and increasing by 11 basis points from 3.54% for the fourth quarter of 2024. The relatively flat margin from the prior year quarter was primarily driven by similar decreases in the average rate on interest earning assets and interest bearing liabilities. The Bank’s net interest margin increased compared to the linked fourth quarter primarily due to declines in average rates on deposits and borrowings outpacing the slight reduction in average rates on earning assets. The Bank’s tax equivalent net interest margin includes the impact of amortization and accretion of premiums and discounts from fair value measurements of assets acquired and liabilities assumed in acquisitions. The net impact of amortization of premiums and accretion of discounts from fair value measurements of assets acquired and liabilities assumed in acquisitions was a $2.8 million increase in net interest income during the first quarter of 2025, compared to $3.1 million for the quarter ended December 31, 2024 and $4.2 million for the first quarter of 2024.

The Bank recorded a credit loss expense totaling $1.5 million during the first quarter of 2025, compared to a credit loss expense totaling $234,000 for the fourth quarter of 2024 and a $698,000 credit loss benefit for the first quarter of 2024. The increased credit loss expense for the first quarter of 2025 is primarily due to the Bank’s loan growth during the quarter. The Bank’s credit loss benefit for the first quarter of 2024 reflected the Bank’s strong and stable asset quality and lack of loan growth during the quarter.

In the first quarter of 2025, the Bank recorded non-interest income totaling $2.0 million, compared to non-interest income measuring $2.0 million during the same period in 2024 and $2.2 million in non-interest income during the fourth quarter of 2024. Non-interest income declined from the linked quarter primarily due to lower loan fee income.

Non-interest expense for the first quarter of 2025 was $20.4 million, an increase of $2.6 million, or 14.5%, compared to $17.8 million for the prior year quarter. Higher non-interest expense was largely due to increases of $1.1 million in salaries and employee benefits primarily due to a larger employee base, $832,000 in other real estate owned (“OREO”) expense due to an $815,000 impairment of an OREO asset recorded during the quarter, and $438,000 in occupancy and equipment primarily due to new branch locations added at the end of 2024.

On a linked quarter basis, non-interest expense increased $1.3 million from $19.1 million for the fourth quarter of 2024. The linked quarter increase primarily reflects increases of $781,000 in OREO expense due to the $815,000 impairment of an OREO asset recorded during the quarter, $606,000 in salaries and employee benefits costs due to year-end salary increases and higher payroll taxes due to bonus payments made in the first quarter of 2025, $202,000 in occupancy and equipment costs due to the new branch locations added at the end of 2024 and higher maintenance and repair costs. These increases were partially offset by a decrease of $425,000 in other professional fees compared to the linked quarter primarily due to lower consulting services and personnel placement fees.

Income tax expense for the three months ended March 31, 2025 was $2.8 million with an effective tax rate of 22.7%, compared to $2.7 million with an effective tax rate of 17.5% for the first quarter of 2024. The effective tax rate for the first quarter of 2025 included the impact of certain discrete items related to stock compensation activity as well as the impact of additional tax credit investments made by the Bank during the quarter. The effective tax rate for the first quarter of 2024 was lower due to certain one-time adjustments primarily related to the finalization of certain tax items related to our acquisition of Malvern Bancorp, Inc. and Malvern Bank, National Association (“Malvern”). Income tax expense for the three months ended December 31, 2024 was $3.9 million with an effective tax rate of 27.2%, which included additional tax related to the Bank’s bank-owned life insurance (“BOLI”) restructuring completed in the second half of 2024. We anticipate our future effective tax rate will be in the range of 23% to 24%.

Balance Sheet

Total assets increased $100.4 million, or 2.7%, from December 31, 2024 to March 31, 2025. Total loans as of March 31, 2025 increased $91.8 million, or 2.9%, from $3.14 billion at December 31, 2024. The Bank’s cash and cash equivalents increased by $16.2 million, or 5.9%, compared to December 31, 2024, as management continued to ensure adequate on-balance sheet liquidity. 

The Bank reported total assets of $3.88 billion at March 31, 2025, an increase of $289.4 million, or 8.1%, from $3.59 billion at March 31, 2024. Total loans increased $243.6 million, or 8.1%, to $3.24 billion at March 31, 2025 compared to $2.99 billion at March 31, 2024. The increase primarily reflects strong organic loan growth, particularly in the C&I and owner-occupied commercial real estate portfolios. 

Total deposits increased by $63.9 million or 2.1% from $3.06 billion at December 31, 2024 to $3.12 billion at March 31, 2025, due to a combination of in-market and brokered deposits which were utilized to support significant loan growth during the first quarter of 2025. The Bank’s total deposits increased $149.5 million, or 5.0%, from $2.97 billion at March 31, 2024. Organic deposit growth was primarily due to our team’s success in attracting new deposit relationships while also maintaining existing balances amid heightened industry-wide pricing competition.

During the three months ended March 31, 2025, stockholders’ equity increased by $5.8 million, or 1.4%, primarily due to net income, partially offset by dividends and share repurchases.

As of March 31, 2025, the Bank continued to exceed all regulatory capital requirements to be considered well-capitalized, with a Tier 1 Leverage ratio of 9.63%, a Tier 1 Risk-Based capital ratio of 9.59%, a Common Equity Tier 1 Capital ratio of 9.59%, and a Total Risk-Based capital ratio of 11.46%. The tangible stockholders’ equity to tangible assets ratioⁱⁱⁱ measured 9.47% as of March 31, 2025 compared to 9.56% at December 31, 2024. The decline from December 31, 2024, was primarily due to the asset growth during the quarter ended March 31, 2025.

Asset Quality

First Bank’s asset quality metrics remained favorable during the first quarter of 2025. Total nonperforming loans declined from $11.7 million at December 31, 2024 to $11.6 million at March 31, 2025. Total nonperforming assets declined from $17.3 million to $16.4 million during the same period primarily due to the $815,000 impairment of an OREO asset recorded during the quarter.

The Bank recorded net recoveries of $15,000 during the first quarter of 2025 compared to net recoveries of $155,000 in the fourth quarter of 2024 and net charge-offs of $5.3 million in the first quarter of 2024. Net charge-offs for the first quarter of 2024 reflected the charge-off of a $5.5 million purchased credit deteriorated (“PCD”) loan acquired from Malvern, partially offset by $201,000 in net recoveries. The allowance for credit losses on loans as a percentage of total loans measured 1.21% at March 31, 2025, compared to 1.20% at December 31, 2024 and 1.22% at March 31, 2024.

Liquidity and Borrowings

Management believes the Bank’s current liquidity position, coupled with our various contingent funding sources, provides the Bank with a strong liquidity base and a diverse source of funding options. The Bank’s cash and cash equivalents increased by $16.2 million, or 5.9%, compared to December 31, 2024, ensuring adequate on-balance sheet liquidity. Borrowings increased by $34.9 million compared to December 31, 2024, as the Bank utilized Federal Home Loan Bank (“FHLB”) advances to support loan growth, while continuing to maintain adequate available borrowing capacity at the FHLB.

Cash Dividend Declared

On February 21, 2025, the Bank paid $0.06 per share in cash dividends to common stockholders totaling $1.5 million that was declared by the Bank’s Board of Directors on January 21, 2025.

On April 15, 2025, the Bank’s Board of Directors declared a quarterly cash dividend of $0.06 per share to common stockholders of record at the close of business on May 9, 2025, payable on May 23, 2025.

Share Repurchase Program

During the first quarter of 2025 the Bank repurchased 256,454 shares of common stock at an average price of $15.06 per share, under the share repurchase program authorized in October 2024. Through March 31, 2025, 350,000 shares have been repurchased from the current share repurchase plan with a total cost of $5.2 million or $14.74 per share on average. The share repurchase program provides for the repurchase of up to 1.0 million shares of First Bank common stock with an aggregate repurchase amount of up to $16.0 million. The share repurchase program will expire on September 30, 2025.

Conference Call and Earnings Release Supplement

Additional details on the quarterly results and the Bank are included in the attached earnings release supplement.  http://ml.globenewswire.com/Resource/Download/b39afd8e-20bb-4429-bcd7-61a0762ab19e

First Bank will host its earnings call on Wednesday, April 23, 2025 at 9:00 AM Eastern Time. The direct dial toll free number for the live call is 1-800-715-9871 and the access code is 3909613. For those unable to participate in the call, a replay will be available by dialing 1-800-770-2030 (access code 3909613) from one hour after the end of the conference call until July 22, 2025. Replay information will also be available on First Bank’s website at www.firstbanknj.com under the “About Us” tab. Click on “Investor Relations” to access the replay of the conference call.

About First Bank

First Bank is a New Jersey state-chartered bank with 26 full-service branches in Cinnaminson, Delanco, Denville, Ewing, Fairfield, Flemington, Hamilton, Lawrence, Monroe, Morristown, Pennington, Randolph, Somerset, Trenton and Williamstown, New Jersey; and Coventry, Devon, Doylestown, Lionville, Malvern, Media, Paoli, Trevose, Warminster and West Chester, Pennsylvania; and Palm Beach, Florida. With $3.88 billion in assets as of March 31, 2025, First Bank offers a full range of deposit and loan products to individuals and businesses throughout the New York City to Philadelphia corridor. First Bank’s common stock is listed on the Nasdaq Global Market under the symbol “FRBA.”

Forward Looking Statements

This press release contains certain forward-looking statements, either express or implied, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information regarding First Bank’s future financial performance, business and growth strategy, projected plans and objectives, and related transactions, integration of acquired businesses, ability to recognize anticipated operational efficiencies, and other projections based on macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact economic trends, and any such variations may be material. Such forward-looking statements are based on various facts and derived utilizing important assumptions, current expectations, estimates and projections about First Bank, any of which may change over time and some of which may be beyond First Bank’s control. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing. Further, certain factors that could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to: whether First Bank can: successfully implement its growth strategy, including identifying acquisition targets and consummating suitable acquisitions, integrate acquired entities and realize anticipated efficiencies, sustain its internal growth rate, and provide competitive products and services that appeal to its customers and target markets; difficult market conditions and unfavorable economic trends in the United States generally, and particularly in the market areas in which First Bank operates and in which its loans are concentrated, including the effects of declines in housing market values; the impact of public health emergencies, on First Bank, its operations and its customers and employees; an increase in unemployment levels and slowdowns in economic growth; First Bank’s level of nonperforming assets and the costs associated with resolving any problem loans including litigation and other costs; changes in market interest rates may increase funding costs and reduce earning asset yields thus reducing margin; the impact of changes in interest rates and the credit quality and strength of underlying collateral and the effect of such changes on the market value of First Bank’s investment securities portfolio; the extensive federal and state regulation, supervision and examination governing almost every aspect of First Bank’s operations, including changes in regulations affecting financial institutions and expenses associated with complying with such regulations; uncertainties in tax estimates and valuations, including due to changes in state and federal tax law; First Bank’s ability to comply with applicable capital and liquidity requirements, including First Bank’s ability to generate liquidity internally or raise capital on favorable terms, including continued access to the debt and equity capital markets; and possible changes in trade, monetary and fiscal policies, laws and regulations and other activities of governments, agencies, and similar organizations. For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Forward-Looking Statements” and “Risk Factors” in First Bank’s Annual Report on Form 10-K and any updates to those risk factors set forth in First Bank’s proxy statement, subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. If one or more events related to these or other risks or uncertainties materialize, or if First Bank’s underlying assumptions prove to be incorrect, actual results may differ materially from what First Bank anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and First Bank does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. All forward-looking statements expressed or implied, included in this communication are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that First Bank or persons acting on First Bank’s behalf may issue.

______________________

This press release contains “non-GAAP” financial measures, which management uses in its analysis of First Bank’s performance. Management believes these non-GAAP financial measures allow for better comparability of period to period operating performance. Additionally, First Bank believes this information is utilized by regulators and market analysts to evaluate a company’s financial condition and therefore, such information is useful to investors. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. A reconciliation of the non-GAAP measures used in this presentation to the most directly comparable GAAP measures is provided in the accompanying financial tables.

ⁱ Return on average tangible equity is a non-GAAP financial measure and is calculated by dividing net income by average tangible equity (average equity minus average goodwill and other intangible assets). For a reconciliation of this non-GAAP financial measure, along with the other non-GAAP financial measures in this press release, to their comparable GAAP measures, see the financial reconciliations at the end of this press release

ⁱⁱ Tangible book value per share is a non-GAAP financial measure and is calculated by dividing common shares outstanding by tangible equity (equity minus goodwill and other intangible assets).  For a reconciliation of this non-GAAP financial measure, along with the other non-GAAP financial measures in this press release, to their comparable GAAP measures, see the financial reconciliations at the end of this press release.

ⁱⁱⁱ Tangible stockholders’ equity to tangible assets ratio is a non-GAAP financial measure and is calculated by dividing tangible equity (equity minus goodwill and other intangible assets) by tangible assets (total assets minus goodwill and other intangible assets). For a reconciliation of this non-GAAP financial measure, along with the other non-GAAP financial measures in this press release, to their comparable GAAP measures, see the financial reconciliations at the end of this press release.

FIRST BANK CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (in thousands, except for share data, unaudited)
		March 31, 2025					December 31, 2024
Assets
Cash and due from banks		$	32,396				$	18,252
Restricted cash			11,910					14,270
Interest bearing deposits with banks			243,778					239,392
Cash and cash equivalents			288,084					271,914
Interest bearing time deposits with banks			743					743
Investment securities available for sale, at fair value (amortized cost of $90,393 and $84,083, respectively)			85,059					77,413
Equity securities, at fair value			1,860					1,870
Investment securities held to maturity, net of allowance for credit losses of $209 and $206, respectively (fair value of $42,565 and $42,770, respectively)			46,387					47,123
Restricted investment in bank stocks			15,933					14,333
Other investments			13,388					11,612
Loans held for sale			618					–
Loans, net of deferred fees and costs			3,236,039					3,144,266
Less: Allowance for credit losses			(39,223)					(37,773)
Net loans			3,196,816					3,106,493
Premises and equipment, net			21,267					21,351
Other real estate owned, net			4,822					5,637
Accrued interest receivable			14,889					14,267
Bank-owned life insurance			86,258					85,553
Goodwill			44,166					44,166
Other intangible assets, net			8,341					8,827
Deferred income taxes, net			25,178					25,528
Other assets			26,950					43,516
Total assets		$	3,880,759				$	3,780,346
Liabilities and Stockholders’ Equity
Liabilities:
Non-interest bearing deposits		$	535,584				$	519,320
Interest bearing deposits			2,584,210					2,536,576
Total deposits			3,119,794					3,055,896
Borrowings			281,867					246,933
Subordinated debentures			29,981					29,954
Accrued interest payable			4,887					3,820
Other liabilities			29,315					34,587
Total liabilities			3,465,844					3,371,190
Stockholders’ Equity:
Preferred stock, par value $2 per share; 10,000,000 shares authorized; no shares issued and outstanding			–					–
Common stock, par value $5 per share; 40,000,000 shares authorized; 27,576,676 shares issued and 25,045,612 shares outstanding and 27,375,439 shares issued and 25,100,829 shares outstanding, respectively			136,220					135,495
Additional paid-in capital			124,555					124,524
Retained earnings			184,657					176,779
Accumulated other comprehensive loss			(3,938)					(4,925)
Treasury stock, 2,531,064 and 2,274,610 shares, respectively			(26,579)					(22,717)
Total stockholders’ equity			414,915					409,156
Total liabilities and stockholders’ equity		$	3,880,759				$	3,780,346

FIRST BANK CONSOLIDATED STATEMENTS OF INCOME (in thousands, except for share data, unaudited)
		Three Months Ended
		March 31,
		2025				2024
Interest and Dividend Income
Investment securities—taxable		$	1,188			$	1,182
Investment securities—tax-exempt			51				38
Interest bearing deposits with banks, Federal funds sold and other			2,997				3,025
Loans, including fees			51,552				49,319
Total interest and dividend income			55,788				53,564
Interest Expense
Deposits			20,844				20,786
Borrowings			2,412				2,116
Subordinated debentures			440				344
Total interest expense			23,696				23,246
Net interest income			32,092				30,318
Credit loss expense (benefit)			1,544				(698)
Net interest income after credit loss expense			30,548				31,016
Non-Interest Income
Service fees on deposit accounts			356				344
Loan fees			326				102
Income from bank-owned life insurance			793				785
Gains on sale of loans, net			29				229
Gains on recovery of acquired loans			24				118
Other non-interest income			443				386
Total non-interest income			1,971				1,964
Non-Interest Expense
Salaries and employee benefits			11,118				10,038
Occupancy and equipment			2,464				2,026
Legal fees			368				316
Other professional fees			726				756
Regulatory fees			684				602
Directors’ fees			282				242
Data processing			805				806
Marketing and advertising			399				296
Travel and entertainment			236				244
Insurance			214				244
Other real estate owned expense, net			920				88
Other expense			2,168				2,152
Total non-interest expense			20,384				17,810
Income Before Income Taxes			12,135				15,170
Income tax expense			2,754				2,658
Net Income		$	9,381			$	12,512
Basic earnings per common share		$	0.37			$	0.50
Diluted earnings per common share		$	0.37			$	0.50
Basic weighted average common shares outstanding			25,118,062				25,039,949
Diluted weighted average common shares outstanding			25,269,002				25,199,381

FIRST BANK AVERAGE BALANCE SHEETS WITH INTEREST AND AVERAGE RATES (dollars in thousands, unaudited)
		Three Months Ended March 31,
		2025															2024
		Average										Average					Average										Average
		Balance					Interest					Rate (5)					Balance					Interest					Rate (5)
Interest earning assets
Investment securities (1) (2)		$	134,274				$	1,250					3.78%				$	147,147				$	1,228					3.36%
Loans (3)			3,170,772					51,552					6.59%					2,979,522					49,319					6.66%
Interest bearing deposits with banks,
Federal funds sold and other			234,032					2,575					4.46%					203,158					2,710					5.37%
Restricted investment in bank stocks			14,137					300					8.61%					10,421					199					7.68%
Other investments			14,054					122					3.52%					11,870					116					3.93%
Total interest earning assets (2)			3,567,269					55,799					6.34%					3,352,118					53,572					6.43%
Allowance for credit losses			(38,181)															(37,607)
Non-interest earning assets			261,101															261,237
Total assets		$	3,790,189														$	3,575,748
Interest bearing liabilities
Interest bearing demand deposits		$	644,736				$	4,027					2.53%				$	618,941				$	3,666					2.38%
Money market deposits			1,045,013					8,631					3.35%					1,014,906					9,789					3.88%
Savings deposits			142,502					650					1.85%					162,113					574					1.42%
Time deposits			717,881					7,536					4.26%					671,546					6,757					4.05%
Total interest bearing deposits			2,550,132					20,844					3.31%					2,467,506					20,786					3.39%
Borrowings			234,526					2,412					4.17%					167,141					2,116					5.09%
Subordinated debentures			29,963					440					5.87%					42,470					344					3.24%
Total interest bearing liabilities			2,814,621					23,696					3.41%					2,677,117					23,246					3.49%
Non-interest bearing deposits			521,326															481,503
Other liabilities			40,570															40,586
Stockholders’ equity			413,672															376,542
Total liabilities and stockholders’ equity		$	3,790,189														$	3,575,748
Net interest income/interest rate spread (2)								32,103					2.93%										30,326					2.92%
Net interest margin (2) (4)													3.65%															3.64%
Tax equivalent adjustment (2)								(11)															(8)
Net interest income							$	32,092														$	30,318

(1) Average balance of investment securities available for sale is based on amortized cost.

(2) Interest and average rates are presented on a tax equivalent basis using a federal income tax rate of 21%.

(3) Average balances of loans include loans on nonaccrual status.

(4) Net interest income divided by average total interest earning assets.

(5) Annualized.

FIRST BANK QUARTERLY FINANCIAL HIGHLIGHTS (in thousands, except for share and employee data, unaudited)
		As of or For the Quarter Ended
		3/31/2025					12/31/2024					9/30/2024					6/30/2024					3/31/2024
EARNINGS
Net interest income		$	32,092				$	31,594				$	30,094				$	30,540				$	30,318
Credit loss expense (benefit)			1,544					234					1,579					63					(698)
Non-interest income			1,971					2,176					2,479					689					1,964
Non-interest expense			20,384					19,124					18,644					17,953					17,810
Income tax expense			2,754					3,915					4,188					2,140					2,658
Net income			9,381					10,497					8,162					11,073					12,512
PERFORMANCE RATIOS
Return on average assets (1)			1.00%					1.10%					0.88%					1.23%					1.41%
Return on average equity (1)			9.20%					10.27%					8.15%					11.52%					13.36%
Return on average tangible equity (1) (2)			10.54%					11.82%					9.42%					13.40%					15.64%
Net interest margin (1) (3)			3.65%					3.54%					3.48%					3.62%					3.64%
Yield on loans (1)			6.59%					6.62%					6.73%					6.81%					6.66%
Total cost of deposits (1)			2.75%					2.89%					3.06%					3.01%					2.83%
Efficiency ratio (2)			57.65%					56.98%					58.49%					55.88%					55.56%
SHARE DATA
Common shares outstanding			25,045,612					25,100,829					25,186,920					25,144,983					25,096,449
Basic earnings per share		$	0.37				$	0.42				$	0.32				$	0.44				$	0.50
Diluted earnings per share			0.37					0.41					0.32					0.44					0.50
Book value per share			16.57					16.30					15.96					15.61					15.23
Tangible book value per share (2)			14.47					14.19					13.84					13.46					13.06
MARKET DATA
Market value per share		$	14.81				$	14.07				$	15.20				$	12.74				$	13.74
Market value / Tangible book value			102.35%					99.16%					109.83%					94.65%					105.20%
Market capitalization		$	370,926				$	353,169				$	382,841				$	320,347				$	344,825
CAPITAL & LIQUIDITY
Stockholders’ equity / assets			10.69%					10.82%					10.70%					10.86%					10.64%
Tangible stockholders’ equity / tangible assets (2)			9.47%					9.56%					9.41%					9.50%					9.27%
Loans / deposits			103.73%					102.89%					101.23%					101.02%					100.75%
ASSET QUALITY
Net charge-offs		$	(15)				$	(155)				$	386				$	175				$	5,293
Net charge-offs (recoveries), excluding PCD loan charge-off (4)			(15)					(155)					386					175					(201)
Nonperforming loans			11,584					11,677					12,014					14,227					17,054
Nonperforming assets			16,406					17,314					17,651					20,226					23,053
Net charge offs / average loans (1)			0.00%					(0.02%)					0.05%					0.02%					0.72%
Net charge offs (recoveries), excluding PCD loan charge-off / average loans (1) (4)			(0.00%)					(0.02%)					0.05%					0.02%					(0.03%)
Nonperforming loans / total loans			0.36%					0.37%					0.39%					0.47%					0.57%
Nonperforming assets / total assets			0.42%					0.46%					0.47%					0.56%					0.64%
Allowance for credit losses on loans / total loans			1.21%					1.20%					1.21%					1.21%					1.22%
Allowance for credit losses on loans / nonperforming loans			338.60%					323.48%					311.59%					254.81%					213.42%
OTHER DATA
Total assets		$	3,880,759				$	3,780,346				$	3,757,653				$	3,615,731				$	3,591,398
Total loans			3,236,039					3,144,266					3,087,488					2,998,029					2,992,423
Total deposits			3,119,794					3,055,896					3,050,070					2,967,634					2,970,262
Total stockholders’ equity			414,915					409,156					402,070					392,489					382,254
Number of full-time equivalent employees			315					318					313					294					288

(1) Annualized.

(2) Non-GAAP financial measure that we believe provides management and investors with information that is useful in understanding our financial performance and condition.  See the accompanying table, “Non-GAAP Financial Measures,” for calculation and reconciliation.

(3) Tax equivalent using a federal income tax rate of 21%.

(4) Excludes $5.5 million in a PCD loan charge-off in first quarter of 2024, which was reserved for through purchase accounting marks at the time of the Malvern acquisition.

FIRST BANK QUARTERLY FINANCIAL HIGHLIGHTS (dollars in thousands, unaudited)
		As of the Quarter Ended
		3/31/2025					12/31/2024					9/30/2024				6/30/2024					3/31/2024
LOAN COMPOSITION
Commercial and industrial		$	651,690				$	576,625				$	546,541			$	530,996				$	508,911
Commercial real estate:
Owner-occupied			694,113					671,357					688,988				647,625					625,643
Investor			1,160,549					1,181,684					1,170,508				1,143,954					1,172,311
Construction and development			200,262					205,096					193,460				190,108					184,816
Multi-family			308,217					287,843					267,861				270,238					279,668
Total commercial real estate			2,363,141					2,345,980					2,320,817				2,251,925					2,262,438
Residential real estate:
Residential mortgage and first lien home equity loans			142,298					142,769					144,081				144,978					154,704
Home equity–second lien loans and revolving lines of credit			52,438					51,020					49,763				46,882					45,869
Total residential real estate			194,736					193,789					193,844				191,860					200,573
Consumer and other			29,760					31,324					29,518				26,321					23,702
Total loans prior to deferred loan fees and costs			3,239,327					3,147,718					3,090,720				3,001,102					2,995,624
Net deferred loan fees and costs			(3,288)					(3,452)					(3,232)				(3,073)					(3,201)
Total loans		$	3,236,039				$	3,144,266				$	3,087,488			$	2,998,029				$	2,992,423
LOAN MIX
Commercial and industrial			20.1%					18.3%					17.7%				17.7%					17.0%
Commercial real estate:
Owner-occupied			21.5%					21.4%					22.3%				22.3%					20.9%
Investor			35.9%					37.6%					37.9%				37.9%					39.2%
Construction and development			6.2%					6.5%					6.3%				6.3%					6.2%
Multi-family			9.5%					9.1%					8.7%				8.7%					9.3%
Total commercial real estate			73.1%					74.6%					75.2%				75.2%					75.6%
Residential real estate:
Residential mortgage and first lien home equity loans			4.4%					4.6%					4.7%				4.7%					5.2%
Home equity–second lien loans and revolving lines of credit			1.6%					1.6%					1.6%				1.6%					1.5%
Total residential real estate			6.0%					6.2%					6.3%				6.3%					6.7%
Consumer and other			0.9%					1.0%					0.9%				0.9%					0.8%
Net deferred loan fees and costs			(0.1%)					(0.1%)					(0.1%)				(0.1%)					(0.1%)
Total loans			100.0%					100.0%					100.0%				100.0%					100.0%

FIRST BANK QUARTERLY FINANCIAL HIGHLIGHTS (dollars in thousands, unaudited)
		As of the Quarter Ended
		3/31/2025					12/31/2024					9/30/2024					6/30/2024					3/31/2024
DEPOSIT COMPOSITION
Non-interest bearing demand deposits		$	535,584				$	519,320				$	519,079				$	499,765				$	470,749
Interest bearing demand deposits			629,974					629,099					597,802					574,515					580,864
Money market and savings deposits			1,197,517					1,198,039					1,235,637					1,199,382					1,219,634
Time deposits			756,719					709,438					697,552					693,972					699,015
Total Deposits		$	3,119,794				$	3,055,896				$	3,050,070				$	2,967,634				$	2,970,262
DEPOSIT MIX
Non-interest bearing demand deposits			17.2%					17.0%					17.0%					16.8%					15.8%
Interest bearing demand deposits			20.2%					20.6%					19.6%					19.4%					19.6%
Money market and savings deposits			38.4%					39.2%					40.5%					40.4%					41.1%
Time deposits			24.2%					23.2%					22.9%					23.4%					23.5%
Total Deposits			100.0%					100.0%					100.0%					100.0%					100.0%

FIRST BANK NON-GAAP FINANCIAL MEASURES (in thousands, except for share data, unaudited)
		As of or For the Quarter Ended
		3/31/2025					12/31/2024					9/30/2024					6/30/2024					3/31/2024
Return on Average Tangible Equity
Net income (numerator)		$	9,381				$	10,497				$	8,162				$	11,073				$	12,512
Average stockholders’ equity		$	413,672				$	406,579				$	398,535				$	386,644				$	376,542
Less: Average Goodwill and other intangible assets, net			52,805					53,278					53,823					54,347					54,790
Average Tangible stockholders’ equity (denominator)		$	360,867				$	353,301				$	344,712				$	332,297				$	321,752
Return on average tangible equity (1)			10.54%					11.82%					9.42%					13.40%					15.64%
Tangible Book Value Per Share
Stockholders’ equity		$	414,915				$	409,156				$	402,070				$	392,489				$	382,254
Less: Goodwill and other intangible assets, net			52,507					52,993					53,484					54,026					54,483
Tangible stockholders’ equity (numerator)		$	362,408				$	356,163				$	348,586				$	338,463				$	327,771
Common shares outstanding (denominator)			25,045,612					25,100,829					25,186,920					25,144,983					25,096,449
Tangible book value per share		$	14.47				$	14.19				$	13.84				$	13.46				$	13.06
Tangible Equity / Tangible Assets
Stockholders’ equity		$	414,915				$	409,156				$	402,070				$	392,489				$	382,254
Less: Goodwill and other intangible assets, net			52,507					52,993					53,484					54,026					54,483
Tangible stockholders’ equity (numerator)		$	362,408				$	356,163				$	348,586				$	338,463				$	327,771
Total assets		$	3,880,759				$	3,780,346				$	3,757,653				$	3,615,731				$	3,591,398
Less: Goodwill and other intangible assets, net			52,507					52,993					53,484					54,026					54,483
Tangible total assets (denominator)		$	3,828,252				$	3,727,353				$	3,704,169				$	3,561,705				$	3,536,915
Tangible stockholders’ equity / tangible assets			9.47%					9.56%					9.41%					9.50%					9.27%
Efficiency Ratio
Non-interest expense		$	20,384				$	19,124				$	18,644				$	17,953				$	17,810
Less: Other real estate owned write-down			815					–					362					–					–
Adjusted non-interest expense (numerator)		$	19,569				$	19,124				$	18,282				$	17,953				$	17,810
Net interest income		$	32,092				$	31,594				$	30,094				$	30,540				$	30,318
Non-interest income			1,971					2,176					2,479					689					1,964
Total revenue			34,063					33,770					32,573					31,229					32,282
Add: Losses on sale of investment securities, net			–					–					555					–					–
(Subtract) Add: (Gains) losses on sale of loans, net			(29)					(38)					(135)					900					(229)
Less: Bank Owned Life Insurance Incentive			(88)					(168)					(1,116)					–					–
Adjusted total revenue (denominator)		$	33,946				$	33,564				$	31,877				$	32,129				$	32,053
Efficiency ratio			57.65%					56.98%					57.35%					55.88%					55.56%
(1) Annualized.

CONTACT: Andrew Hibshman, Chief Financial Officer

(609) 643-0058, [email protected]